chinagreen10ka01242014.htm

INTRODUCTORY NOTE

Except as otherwise indicated by the context, references in this Amended Report to the “Company,” “China Shianyun,” “China Green Creative, Inc,” “we,” “us” or “our” are references to the combined business of China Shianyun Group Corp., Ltd. and its consolidated subsidiaries (formerly known as “China Green Creative, Inc.”). References to “Plenty Fame” are references to our wholly-owned BVI subsidiary, Plenty Fame Holding, Limited”; references to “Prospect” are references to our wholly-owned Hong Kong subsidiary, Prospect Hong Kong Development Limited; references to “Jiangxi Jien” are references to our wholly-owned PRC subsidiary, Jiangxi Jien Industries Limited.; references to “Shenzhen Jien” are to our wholly-owned PRC subsidiary, Shenzhen Jien Electronic Commerce Company Limited. References to “China” or “PRC” are references to the People’s Republic of China. References to “BVI” are reference to British Virgin Islands. References to “Hong Kong” or “HK” are references to Hong Kong Special Administrative Region of China. References to “RMB” are to Renminbi, the legal currency of China, and all references to “$” and dollar are to the U.S. dollar, the legal currency of the United States.

Special Note Regarding Forward-Looking Statements

This report contains forward-looking statements and information that are based on the beliefs of our management as well as assumptions made by and information currently available to us. Such statements should not be unduly relied upon. When used in this report, forward-looking statements include, but are not limited to, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan” and similar expressions, as well as statements regarding new and existing products, technologies and opportunities, statements regarding market and industry segment growth and demand and acceptance of new and existing products, any projections of sales, earnings, revenue, margins or other financial items, any statements of the plans, strategies and objectives of management for future operations, any statements regarding future economic conditions or performance, uncertainties related to conducting business in China, any statements of belief or intention, and any statements or assumptions underlying any of the foregoing. These statements reflect our current view concerning future events and are subject to risks, uncertainties and assumptions. There are important factors that could cause actual results to vary materially from those described in this report as anticipated, estimated or expected, including, but not limited to: competition in the industry in which we operate and the impact of such competition on pricing, revenues and margins, volatility in the securities market due to the general economic downturn; Securities and Exchange Commission (the “SEC”) regulations which affect trading in the securities of “penny stocks,” and other risks and uncertainties. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward- looking statements, even if new information becomes available in the future. Depending on the market for our stock and other conditional tests, a specific safe harbor under the Private Securities Litigation Reform Act of 1995 may be available. Notwithstanding the above, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) expressly state that the safe harbor for forward-looking statements does not apply to companies that issue penny stock. Because we may from time to time be considered to be an issuer of penny stock, the safe harbor for forward-looking statements may not apply to us at certain times.

Item 8. Financial Statements and Supplementary Financial Data.

The response to this item is included in a separate section of this Annual Report. See “Index to Consolidated Financial Statements” on Page F-1.

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

On January 30, 2013, the Company dismissed Madsen & Associates CPA’s, Inc (Madsen) as its independent registered accounting firm.

Madsen reported on the Company's financial statements for the years ended December 31, 2011 and 20110. Their opinion did not contain an adverse opinion or a disclaimer of opinion, and was not qualified as to uncertainty, audit scope, or accounting principles but was modified as to a going concern.

From January 3, 2010 when Madsen was engaged, through the dismissal of Madsen on January 30, 2013, there were no disagreements between the Company and Madsen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Madsen would have caused Madsen to make reference to the subject matter of the disagreements in connection with its reports.

The Company provided a copy of this disclosure to Madsen and an opportunity to furnish the Company with a letter stating whether it agrees or disagrees with the statements made by the Company herein in response to Item 304(a) of Regulation S-K.

Immediately following the dismissal of Madsen, our Board of Directors commenced contacting and interviewing other auditors in order to engage another firm as our independent auditor. Effective January 30, 2013, we engaged Albert Wong & Co as our new Independent registered public accounting firm. The decision to engage Albert Wong & Co was approved by our board of directors. During its two most recent fiscal years, and during any subsequent interim period prior to the date of Albert Wong & Co’s engagement, the Company did not consult the new auditor regarding either: (i) the application of accounting principles to a proposed or completed specified transaction, or the type of audit opinion that might be rendered, and neither a written report nor oral advice was provided that was an important factor considered by the Company in reaching a decision as to the accounting, auditing, or financial reporting issue; or (ii) any matter that was either the subject of a disagreement or reportable event within the meaning set forth in Regulation S-K, Item 304 a(1)(iv) or (a)(1)(v).

Item 9A. Controls and Procedures.

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation as of December 31, 2012 of our disclosure controls and procedures, as such terms are defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer have concluded that during the period covered by this report, the Company’s disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures, due to a material weakness consisting of 1) insufficient knowledge regarding U.S. GAAP reporting by our existing accounting clerk; 2) insufficient accounting staff which results in a lack of segregation of duties necessary for an efficient internal control system; and 3) insufficient documentation with our existing risk assessment and internal controls, which existed as of December 31, 2012.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

·	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
·	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
·	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2012. In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. The COSO framework is based upon five integrated components of control: control environment, risk assessment, control activities, information and communications and ongoing monitoring.

Based on the evaluation, our Chief Executive Officer and Chief Financial Officer have identified what they believe to be a material weakness, which is discussed below. Therefore, our management conclude that our internal control over financial reporting was not effective as of December 31, 2012.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In assessment of effectiveness of internal control over financial reporting as of December 31, 2012, our management identified a material weakness over financial reporting consisting of 1) insufficient knowledge regarding U.S. GAAP reporting by our existing accounting clerk; 2) insufficient accounting staff which results in a lack of segregation of duties necessary for an efficient internal control system; and 3) insufficient documentation with our existing risk assessment and internal controls, existed as of December 31, 2012.

In order to remediate the material weakness discussed above, we engaged consultants who are familiar with PRC GAAP and US GAAP to assist us in the preparation of financial statements in accordance with US GAAP, and, once our cash flows from operations improves to a level where we are able to, we intend to recruit experienced professionals to augment our financial staff for sufficient US GAAP, financial reporting, which would improve our controls and procedures with the regard to financial statements preparation and improve the knowledge of U.S. accounting standards for our current accounting staff.

Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, we intend to implement procedures to assure that the initiation of transactions, the custody of assets and the recording of transactions will be performed by separate individuals.

We believe that the foregoing steps, if effectively implemented and maintained, will remediate the material weakness identified above, and we will continue to monitor the effectiveness of these steps and make any changes that our management deems appropriate.

Changes in Internal Controls over Financial Reporting

None.

Item 9B. Other Information.

None.

PART IV

Item 15. Exhibits and Financial Statement Schedules.

(a)(1) Financial Statements

China Green Creative, Inc. and Subsidiaries

December 31, 2012 and 2011


Report of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets	F-3
Consolidated Statements of Operations and Comprehensive Income	F-4
Statements of Changes in Stockholders’ Equity and Comprehensive Income	F-5
Consolidated Statements of Cash Flows	F-6
Notes to Consolidated Financial Statements	F-7

An index to Consolidated Financial Statements appears on page F-1.

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of China Green Creative, Inc. and subsidiaries

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the accompanying consolidated balance sheets of China Green Creative, Inc. and subsidiaries (the Company) as of December 31, 2012 and the related consolidated statements of operations and comprehensive income, stockholders’ equity and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

We were not engaged to examine management’s assertion about the effectiveness of the Company’s internal control over financial reporting as of December 31, 2012 included in the Company’s Item 9A “Controls and Procedures” in the Annual Report on Form 10-K and, accordingly, we do not express an opinion thereon.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2012 and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 19 to the consolidated financial statements, the Company has a significant accumulated deficits and negative working capital. These factors raise substantial doubt about the Company's ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Albert Wong & Co. CPA

Albert Wong & Co. CPA

April 15, 2013

Hong Kong, China

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Dirctors and

Stockholders of China Green Creative, Inc. and subsidiaries

We have audited the accompanying balance sheets of China Green Creative, Inc. and subsidiaries as of December 31, 2011 and 2010, and the related statements of operations and comprehensive income, stockholders’ equity, and cash flows for each of the years in the two year period ended December 31, 2011. China Green Creative Inc’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of China Green Creative, Inc. and subsidiaries as of December 31, 2011 and 2010, and the results of its operations and its cash flows for each of the years in the two year period ended December 31, 2011 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company does not have the necessary working capital to service its debt and for its planned activity, which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in the notes to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

s/Madsen & Associates CPA’s, Inc.

Madsen & Associates CPA’s, Inc.

Salt Lake City, Utah 84107

April 12, 2012

F-3

CHINA GREEN CREATIVE, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

December 31, 2012 and 2011

	2012		2011
Assets
Current assets
Cash and cash equivalents	$	355,350	$	97,522
Accounts receivable		2,616,406		1,297,635
Inventories		15,768		14,080
Amount due from a director		76,082		57,460
Prepaid expenses and other receivables		490,810		848,718
Total current assets		3,554,416		2,315,415

Property, plant and equipment, net		2,687,121		3,146,914
Land use rights, net		99,138		100,155
Other intangible assets, net		15,518		24,434

Total assets	$	6,356,193	$	5,586,918

Liabilities and stockholders’ equity
Liabilities
Current liabilities
Accounts payable	$	831,394		$	959,326
Accrued expenses and other payables		1,978,761			2,037,437
Receipt in advance		922,411			732,390
Short term debts		1,357,450			1,734,807
Taxes payable		2,130,237			1,808,484
Amount due to a director		844,336			876,814

Total liabilities	$	8,064,589		$	8,149,258

Stockholders’ equity
Common stock: Par value $0.001 per share; 400,000,000 shares authorized, 155,350,052 and 5,000,052 shares issued and outstanding at December 31, 2012 and December 31, 2011		155,350			5,000
Additional paid in capital		3,280,839			1,927,689
Less: Subscription receivable		(1,271,754	)		-
Accumulated deficits		(3,979,440	)		(4,615,313	)
Accumulated other comprehensive income		106,609			120,284
Total stockholders’ equity	$	(1,708,396	)	$	(2,562,340	)

Total liabilities and stockholders’ equity	$	6,356,193		$	5,586,918

See accompanying notes to consolidated financial statements

F-4

CHINA GREEN CREATIVE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME

Years ended December 31, 2012 and 2011

	2012			2011

Revenues	$	6,870,194		$	1,928,372

Cost of sales		4,020,976			777,077

Selling and distribution		421,129			533,294

General and administrative (inclusive of depreciation and allowances)		1,640,186			902,190

Operating profit/(loss)		787,903			(284,189	)

Other expenses
Other expenses		-			(4,034	)
Interest expense		(102,233	)		(56,678	)
Total other expenses		(102,233	)		(60,712	)

Profit/(loss) before provision for income taxes		685,670			(344,901	)

Provision for income taxes		49,797			-

Net income/(loss) for the year	$	635,873		$	(344,901	)

Other comprehensive loss
Loss on foreign currency translation		(13,675	)		(110,680	)

Total comprehensive income/(loss) for the year	$	622,198		$	(455,581	)


Earnings/(loss) per share, basic and diluted	$	0.01		$	(0.09	)

Weighted average number of shares outstanding, basic and diluted		47,722,456			5,000,052

See accompanying notes to consolidated financial statements

F-5

CHINA GREEN CREATIVE, INC. AND SUBSIDIARIES

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Years ended December 31, 2012 and 2011

	Common stock
	Number of shares		Amount		Additional paid in capital		Accumulated deficits			Accumulated other Comprehensive income			Less: subscription receivable			Total equity

Balance at January 1, 2011		5,000,052	$	5,000	$	1,927,689	$	(4,270,412	)	$	230,964		$	-		$	(2,106,759	)

Net loss for the year		-		-		-		(344,901	)		-			-			(344,901	)

Foreign currency translation adjustments		-		-		-		-			(110,680	)		-			(110,680	)

Balance at December 31, 2011 and January 1, 2012		5,000,052	$	5,000	$	1,927,689	$	(4,615,313	)	$	120,284		$	-		$	(2,562,340	)

Issue of shares		150,350,000		150,350		1,353,150		-			-			(1,271,754	)		231,746

Net profit for the year		-		-		-		635,873			-			-			635,873

Foreign currency translation adjustments		-		-		-		-			(13,675	)		-			(13,675	)

Balance at December 31, 2012		155,350,052	$	155,350	$	3,280,839	$	(3,979,440	)	$	106,609		$	(1,271,754	)	$	(1,708,396	)

See accompanying notes to consolidated financial statements

F-6

CHINA GREEN CREATIVE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years ended December 31, 2012 and 2011

	2012			2011
Cash flows from operating activities
Net profit/(loss) from continuing operations	$	635,873		$	(344,901	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation expense		168,684			154,761
Impairment charges for property, plant and equipment		647,226			-
Amortization expense of land use rights		1,638			1,599
Amortization expense of other intangible assets		9,020			8,804
Changes in operating assets and liabilities:
Increase in accounts receivable		(1,318,771	)		(1,262,567	)
(Increase)/decrease in inventories		(1,688	)		519,875
Decrease in prepaid expenses and other receivables		357,908			225,274
(Increase)/decrease in amount due from a director		(18,622	)		60,385
(Decrease)/increase in accounts payable		(127,932	)		335,396
Decrease in accrued expenses and other payables		(58,676	)		(213,334	)
Increase/(decrease) in receipt in advance		190,021			(372,207	)
Increase in taxes payable		321,753			113,192

Net cash provided by /(used in) operating activities	$	806,434		$	(773,723	)

Cash flows from investing activities
Additions to property, plant and equipment	$	(338,990	)	$	(9,104	)

Net cash used in investing activities	$	(338,990	)	$	(9,104	)

Cash flows from financing activities
Issuance of shares	$	231,746		$	-
Proceeds from borrowings		1,349,800			1,240,000
Repayment of debt		(1,735,900	)		(222,287	)
(Decrease)/increase in amount due to a director		(32,478	)		27,369

Net cash (used in)/provided by financing activities	$	(186,832	)	$	1,045,082

Net increase in cash and cash equivalents	$	280,612		$	262,255

Effect of foreign exchange rate changes	$	(22,784	)	$	(208,628	)

Cash and cash equivalents at January 1	$	97,522		$	43,895

Cash and cash equivalents at December 31	$	355,350		$	97,522

Supplement disclosure of cash flows information:
Cash paid for interest	$	136,216		$	45,060
Cash paid for income taxes	$	-		$	-

See accompanying notes to consolidated financial statements

F-7

CHINA GREEN CREATIVE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2012 and 2011

NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES

China Green Creative, Inc. (“CGC”), a Nevada Corporation, was incorporated on August 17, 2006 under the name of Glance, Inc. On January 21, 2009, we changed our name to China Green Creative, Inc. CGC and its subsidiaries (collectively known as the “Company”) and we are principally engaged in the distribution of consumer goods in the People’s Republic of China (“China” or the “PRC”).

As of December 31, 2012, the details of the Company’s subsidiaries are summarized as follows:

Name	Domicile and date of incorporation	Effective ownership	Principal activities

Plenty Fame Holding, Limited (“Plenty Fame”)	British Virgin Islands (the “BVI”) January 18, 2008	100%	Investment holding

Prospect Hong Kong Development Limited (“Prospect”)	Hong Kong Special Administrative Region (“HKSAR”) October 17, 2008	100%	Investment holding

Jiangxi Jien Industries Limited (“Jiangxi Jien”)	The PRC April 8, 1997	100%	Distribution of consumer goods in the PRC

Shenzhen Jien Electronic Commerce Company Limited (“Shenzhen Jien”)	The PRC April 13, 2009	100%	Distribution of consumer goods in the PRC, and provision of online customer services

NOTE 2 – PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements for the years ended December 31, 2012 and 2011 include the accounts of the Company and the Company’s subsidiaries (see Note 1). The consolidated financial statements are prepared in accordance with generally accepted accounting principles used in the United States of America, and all significant intercompany balances and transactions have been eliminated. The functional currency for the majority of the Company’s operations is the Renminbi (“RMB”), while the reporting currency is the US Dollar.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)	Economic and Political Risk

The Company’s major operations are conducted in China. Accordingly, the political, economic, and legal environments in the PRC, as well as the general state of the PRC’s economy may influence the Company’s business, financial condition, and results of operations.

The Company’s major operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among

F-8

others, the political, economic, and legal environment. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, and rates and methods of taxation, among other things.

(b) Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company maintains bank accounts in Hong Kong and China.

Trade receivables are recognized and carried at the original invoice amount less allowance for any uncollectible amounts. An estimate for doubtful accounts is made when collection of the full amount is no longer probable. Allowance for doubtful accounts is primarily determined by review of specific accounts receivable. Those accounts that are doubtful of collection are included in the allowance. An additional allowance has been established based on a percentage of receivables outstanding. These provisions are reviewed to determine the adequacy of the allowance for doubtful accounts. Accounts receivables are charged off when there is certainty as to their being uncollectible.

(d) Inventories

Inventories consisting of trading goods, packing and other materials are stated at the lower of cost or net realizable value. Inventory costs are calculated using a weighted average method of accounting.

(e) Property, Plant and Equipment

Property, plant and equipment are carried at cost less accumulated depreciation. The cost of maintenance and repairs is charged to the statement of income as incurred, whereas significant renewals and betterments are capitalized. The cost and the related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statement of income.

(f) Land Use Right

According to the law of PRC, the government owns all the land in the PRC. Companies or individuals are authorized to possess and use the land only through land use right granted by the PRC government for 50 to 60 years.

(g) Other Intangible Assets with Definite Lives

Other long-lived assets and intangible assets with definite lives, including cost of setting up information systems, are tested for recoverability whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying amount is deemed to not be recoverable, an impairment loss is recorded as the amount by which the carrying amount of the long-lived asset exceeds its fair value.

(h) Depreciation and Amortization

The Company provides for depreciation of plant and equipment principally by use of the straight-line method for financial reporting purposes.

Amortization of definite lived intangible assets is recorded on a straight-line basis over their estimated lives.

F-9

(i) Accounting for the Impairment of Long-Lived Assets

The long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. It is reasonably possible that these assets could become impaired as a result of technology or other industry changes. Determination of recoverability of assets to be held and used is by comparing the carrying amount of an asset to future net undiscounted cash flows to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

(j) Income Tax

Income taxes are based on pre-tax financial accounting income. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. The Company periodically assesses the need to establish valuation allowances against its deferred tax assets to the extent the Company no longer believes it is more likely than not that the tax assets will be fully utilized.

The Company evaluates a tax position to determine whether it is more likely than not that the tax position will be sustained upon examination, based upon the technical merits of the position. A tax position that meets the more-likely-than-not recognition threshold is subject to a measurement assessment to determine the amount of benefit to recognize and the appropriate reserve to establish, if any. If a tax position does not meet the more-likely-than-not recognition threshold, no benefit is recognized

In accordance with the relevant tax laws and regulations of PRC, the applicable corporation income tax rate was 25% for the years ended December 31, 2012 and 2011, respectively. At times generally accepted accounting principles requires the Company to recognize certain income and expenses that do not conform to the timing and conditions allowed by the PRC.

(k) Fair Value of Financial Instruments

The Company’s financial instruments primarily consist of cash and cash equivalents, accounts receivable, prepaid expenses and other receivables, amount due from/(to) directors, receipt in advance, debts, accounts payable, accrued expenses and other payables, and taxes payable.

The estimated fair value amounts have been determined by the Company, using available market information or other appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop estimates of fair value. Consequently, the estimates are not necessarily indicative of the amounts that could be realized or would be paid in a current market exchange.

As of the balance sheet dates, the estimated fair values of the financial instruments were not materially different from their carrying values as presented, due to the short maturities of these instruments and the fact that the interest rates on the borrowings approximate those that would have been available for loans of similar remaining maturity and risk profiles at respective year ends.

(l) Revenue Recognition

The Company generates revenues mainly from sale of consumer products and also revenue from regional distribution rights.

The Company recognizes revenue when products are delivered and customers take ownership and assume risk of loss, collection of the relevant receivable is probable, persuasive evidence of an arrangement exists and selling price is fixed or determinable.

F-10

Revenues from regional distribution rights include brand usage fee and continuing management fee income. All amounts received will be initially recognized as receipt in advance, and will be recognized as revenues when the following criteria are met:

(i)	Initial admission fee income is generally recorded upon completion of admission procedures, when the rights to use the “GEN+Me” trademarks are granted to the users, and when collectability is reasonably assured.
(ii)	Continuing management fee income represent regular contractual payments received for our supporting services, which are recognized as revenue when earned, generally on a straight line basis.

(m) Earnings Per Share

Basic earnings per share is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As of December 31, 2012 and 2011, there were no dilutive securities outstanding.

(n) Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.

(o) Retirement Benefits

The country of PRC mandates companies to contribute funds into the national retirement system, which benefits qualified employees based on where they were born within the country. The Company pays the required payment for qualified employees of the Company as a payroll tax expense. Very few employees in the Company fall under the mandatory conditions requiring the Company to pay as a payroll tax expense into the retirement system of the PRC.

The Company’s PRC subsidiaries are required to make appropriations to staff welfare fund, based on after-tax net income determined in accordance with generally accepted accounting principles of the People’s Republic of China (the “PRC GAAP”). Appropriations to the staff welfare fund are made at the discretion of the Board of Directors. The staff welfare fund is established for the purpose of providing employee facilities and other collective benefits to the employees and is non-distributable other than in liquidation.

The Company provides no other retirement benefits to its employees.

(p) Comprehensive Income

Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive income are required to be reported in a financial statement that is presented with the same prominence as other financial statements. Comprehensive income includes net income and the foreign currency translation gain, net of tax.

(q) Foreign Currency Translation

The accompanying consolidated financial statements are presented in United States Dollars (US$). The functional currency of the Company is the Renminbi (RMB). Capital accounts of the consolidated financial statements are

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translated into United States dollars from RMB at their historical exchange rates when the capital transactions occurred. Assets and liabilities are translated at the exchange rates as of balance sheet date. Income and expenditures are translated at the average exchange rate of the year. The translation rates are as follows:

	2012		2011

Year end RMB : US$ exchange rate		0.1597		0.1587
Average yearly RMB : US$ exchange rate		0.1588		0.1550

On July 21, 2005, the PRC changed its foreign currency exchange policy from a fixed RMB/US$ exchange rate into a flexible rate under the control of the PRC’s government.

The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into US$ at the rates used in translation.

(r) Recent Accounting Pronouncements

In December 2011, the Financial Accounting Standards Board ("FASB") issued ASU 2011-11, Balance Sheet (Topic 210) Disclosures about Offsetting Assets and Liabilities. The amendments in this update will enhance disclosures required by U.S. GAAP by requiring improved information about financial instruments and derivative instruments that are either (1) offset in accordance with either ASC 210-20-45 or ASC 815-10-45 or (2) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with either ASC 210-20-45 or ASC 815-10-45. This information will enable users of an entity's financial statements to evaluate the effect or potential effect of netting arrangements on an entity's financial position, including the effect or potential effect of rights of setoff associated with certain financial instruments and derivative instruments in the scope of this Update. The amendments in this Update are effective for annual periods for fiscal years beginning on or after January 1, 2013. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.

In December 2011, the FASB has issued Accounting Standards Update (ASU) No. 2011-12, Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. ASU No. 2011-11 is intended to supersede certain pending paragraphs in Accounting Standards Update No. 2011-05,Comprehensive Income (Topic 220): Presentation of Comprehensive Income, to effectively defer only those changes in Update 2011-05 that relate to the presentation of reclassification adjustments out of accumulated other comprehensive income. The amendments will be temporary to allow the Board time to redeliberate the presentation requirements for reclassifications out of accumulated other comprehensive income for annual and interim financial statements for public, private, and non-profit entities. All other requirements in ASU No. 2011-05 are not affected by ASU No. 2011-12, including the requirement to report comprehensive income either in a single continuous financial statement or in two separate but consecutive financial statements. Public entities should apply these requirements for fiscal years, and interim periods within those years, beginning after December 15, 2011. Nonpublic entities should begin applying these requirements for fiscal years ending after December 15, 2012, and interim and annual periods thereafter. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.

In July 2012, FASB has issued Accounting Standards Update (ASU) No. 2012-02, Intangibles--Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment. This ASU states that an entity has the option first to assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the indefinite-lived intangible asset is impaired. If, after assessing the totality of events and circumstances, an entity concludes that it is not more likely than not that the indefinite-lived intangible asset is impaired, then the entity is not required to take further action. However, if an entity concludes otherwise, then it is required to determine the fair value of the indefinite-lived intangible asset and perform the quantitative impairment test by comparing the fair value with the carrying amount in accordance with Codification Subtopic 350-30, Intangibles--Goodwill and Other, General Intangibles Other than Goodwill. Under the guidance in this ASU,

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an entity also has the option to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to performing the quantitative impairment test. An entity will be able to resume performing the qualitative assessment in any subsequent period. The amendments in this ASU are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.

In August 2012, FASB has issued Accounting Standards Update (ASU) No. 2012-03, Technical Amendments and Corrections to SEC Sections. This ASU amends various SEC paragraphs pursuant to SAB 114, SEC Release No. 33-9250, and ASU 2010-22, which amend or rescind portions of certain SAB Topics. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.

In October 2012, FASB has issued Accounting Standards Update (ASU) No. 2012-04, Technical Corrections and Improvements. This ASU make technical corrections, clarifications, and limited-scope improvements to various Topics throughout the Codification. The amendments in this ASU that will not have transition guidance will be effective upon issuance for both public entities and nonpublic entities. For public entities, the amendments that are subject to the transition guidance will be effective for fiscal periods beginning after December 15, 2012. For nonpublic entities, the amendments that are subject to the transition guidance will be effective for fiscal periods beginning after December 15, 2013. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.

NOTE 4 – PREPAID EXPENSES AND OTHER RECEIVABLES

As of the balance sheet dates, the Company’s prepaid expenses and other receivables are summarized as follows:

	2012		2011

Prepaid expenses	$	165,576	$	731,749
Other receivables		325,234		116,969

Total	$	490,810	$	848,718

The Company evaluates prepaid expenses and other receivables on a periodic basis and records a charge to the current operations of the Company when the related expense has been incurred or when the amounts reported as other receivables is no longer deemed to be collectible by the Company.

NOTE 5 – PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment of the Company consist primarily of manufacturing facilities and equipment owned by Jiangxi Jien in the PRC. As of the balance sheet dates, property, plant and equipment are summarized as follows:

	Depreciable Lives	2012			2011

At cost:
Plant	40 years	$	2,169,241		$	1,899,122
Machinery	15 years		217,127			192,696
Motor vehicle	10 years		370,518			44,005
Office equipment	5 years		210,029			224,138
Leasehold improvements	2-5 years		832,454			363,634
Construction in progress	N/A		-			1,360,026
			3,799,369			4,083,621

Less: Accumulated depreciation			(1,112,248	)		(936,707	)

Property, plant and equipment, net		$	2,687,121		$	3,146,914

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Depreciation expense for the years ended December 31, 2012 and 2011 was $168,684 and $154,761, respectively.

Impairment charges for property, plant and equipment for the years ended December 31, 2012 and 2011 were $647,226 and nil, respectively.

NOTE 6 – LAND USE RIGHTS, NET

The Company’s land use rights represent the cost for purchasing the rights to use the leasehold land in the PRC for the production facilities of Jiangxi Jien. According to the law of the PRC, the government owns all the land in the PRC. Companies or individuals are only authorized to possess and use the land through land use rights granted by the PRC government.

As of the balance sheet dates, the Company’s land use rights are summarized as follows:

	Useful lives	2012			2011
At cost:
Land use rights	59 – 60 years	$	121,420		$	120,660

Less: Accumulated amortization			(22,282	)		(20,505	)

Land use rights, net		$	99,138		$	100,155

Amortization expense of land use rights for the years ended December 31, 2012 and 2011 was $1,638 and $1,599, respectively.

NOTE 7 – OTHER INTANGIBLE ASSETS, NET

The Company’s other intangible assets represent cost of setting up information systems for the provision of e-commerce services. As of the balance sheet dates, the Company’s other intangible assets are summarized as follows:

	Useful lives	2012			2011
At cost:
Information systems	5 years	$	45,353		$	45,069

Less: Accumulated amortization			(29,835	)		(20,635	)

Other intangible assets, net		$	15,518		$	24,434

Amortization expense of other intangible assets for the years ended December 31, 2012 and 2011 was $9,020 and $8,804, respectively.

NOTE 8 – AMOUNT DUE FROM/(TO) DIRECTORS

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As of the balance sheet dates, the Company’s current accounts with the directors are summarized as follows:

	2012			2011

Ye Xin Zhang	$	76,082		$	57,460

Chen Xing Hua	$	(844,336	)	$	(876,814	)

The amount due from Mr. Ye Xin Zhang represents temporary advances to the director for the Company’s daily operating expenses. The balances are unsecured, interest free, and have no fixed terms of repayments.

The amount due to Mr. Chen Xing Hua represents temporary advances from the director for the Company’s working capital use. The balance is unsecured, interest free, and has no fixed terms of repayment.

NOTE 9 – DEBTS

The Company’s debts are summarized as follows:

			Effective interest rate						Outstanding balance
Name of parties	Due date	Nature	2012			2011			2012		2011

Qin Jianguo	On demand	Unsecured		N/A		Nil			$	-	$	187,482
Shu Jian	On demand	Unsecured		N/A			5.85	%		-		238,050
Shenzhen Datang Hexie Investment Ltd.	On demand	Unsecured		N/A		Nil				-		39,675
China Construction Bank	December18, 2013	Secured		7.80	%		7.544	%		1,357,450		1,269,600

Short term debts									$	1,357,450	$	1,734,807

Total debt interest expense for the years ended December 31, 2012 and 2011 was $102,233 and $56,678, respectively.

As of December 31, 2012, the bank loans were secured by pledges of certain fixed assets and land use rights held by of the Company.

NOTE 10 – ACCRUED EXPENSES AND OTHER PAYABLES

As of the balance sheet dates, the Company’s accrued expenses and other payables are summarized as follows:

	2012		2011

Accrued operating expenses	$	-	$	80,577
Accrued interest expense		272,056		265,943
Amount due to Shenzhen Hanhong – (i)		870,365		855,246
Other payables – (ii)		836,340		835,671
	$	1,978,761		2,037,437

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i)	The amount mainly represents consultancy fee payable to Shenzhen Hanhong. Shenzhen Hanhong is a related party as Mr. Chen Xing Hua is a common director of the Company and Shenzhen Hanhong. The amount is interest free, unsecured and has no fixed terms of repayment.

(ii)

Included in other payable as of December 31, 2012, there are an amount payable for office decoration in the amount of $255,520, and an amount payable for marketing and promotional expenses of $431,213. The remaining balance consists of amounts owed by the Company to various entities that are incurred by the Company in daily business operations other than trading nature. These liabilities and accrued operating expenses are non-interest bearing and are payable within one year.

NOTE 11 – RECEIPT IN ADVANCE

As of the balance sheet dates, the Company’s accrued expenses and other payables are summarized as follows:

	2012		2011

Receipt in advance	$	922,411	$	732,390

Receipt in advance mainly consists of money received from customers for regional distribution rights which are yet to be performed. Revenues from regional distribution rights include initial fees and continuing management fee income. All amounts received will be initially recognized as receipt in advance, and will be recognized as revenues when the following criteria are met:

(i)	Initial admission fee income is generally recorded upon completion of admission procedures, when the rights to use the trademarks are granted to the users, and when collectability is reasonably assured.
(ii)	Continuing management fee income represent regular contractual payments received for the use of the “GEN+Me” trademarks plus our supporting services, which is recognized as revenue when earned, generally on a straight line basis.

NOTE 12 – TAXES PAYABLE

As of the balance sheet dates, the Company’s taxes payable are summarized as follows:

	2012		2011

Income tax payables	$	340,960	$	289,059
Value added tax payables		1,711,768		1,519,425
Other tax payables		77,509		-

Total	$	2,130,237	$	1,808,484

NOTE 13 – COMMON STOCK

As of the balance sheet dates, the Company has authorized 400,000,000 shares of common stock, par value $0.001 per share. In addition, the Company has authorized 10,000,000 shares of preferred stock, none of which has been issued as of December 31, 2012.

On July 23, 2012, we effected a reverse stock split at 1:60 to reduce our issued and outstanding shares of common stock from 300,000,000 to approximately 5,000,052, which was approved by our majority. All share data shown in the consolidated financial statements has been retroactively restated to reflect the reverse split.

F-16

On September 19, 2012, we issued a total of 150,350,000 shares of our common stock, par value $0.001 per share at a purchase price of $0.01 per share. Total consideration was $1,503,500, of which amount of $231,746 was received by the Company in cash during the year, the rest of $1,271,754 was received subsequent to the year-end date. The subscription receivable was reported as a reduction in equity as of December 31, 2012.

NOTE 14 – SEGMENT REPORTING

The Company’s reportable segments of business include sale of consumer products and regional distribution rights. Each of these segments is conducted in a separate corporation and each functions independently. The Company has no sales between segments.

Financial information of the Company’s business segments is as follows:

	2012			2011
Revenues from:
Sale of consumer products	$	5,053,566		$	1,525,845
Regional distribution rights		1,816,628			402,527
		6,870,194			1,928,372
Segment profit/(loss) from:
Sale of consumer products	$	905,245		$	(290,485	)
Regional distribution rights		264,093			324,835
Corporate		(483,668	)		(379,251	)
		685,670			(344,901	)
Depreciation and amortization expenses:
Sale of consumer products	$	113,299		$	76,545
Regional distribution services		66,043			87,378
Corporate		-			1,241
		179,342			165,164
Segment assets:
Sale of consumer products	$	4,810,071		$	4,412,005
Regional distribution services		1,546,122			1,174,817
Corporate		-			96
		6,356,193			5,586,918
Capital expenditure
Sale of consumer products	$	205,995		$	9,104
Regional distribution services		132,995			-
Corporate		-			-
		338,990			9,104

NOTE 15 – PROVISION FOR INCOME TAXES

A reconciliation of the expected tax with the actual tax expense is as follows:


	2012						2011
	Amount			%			Amount			%
Profit /(loss) before provision for income taxes	$	685,670						(344,901	)

Expected PRC income tax expense at statutory tax rate of 25%		171,418			25.0			(86,225	)		25.0
Tax losses not recognized as deferred tax assets		-			-			86,225			(25.0	)
Utilization of tax loss brought forward		(121,621	)		(17.7	)		-			-

Actual tax expense	$	49,797			7.3		$	-			-

(i)	Both Jiangxi Jien and Shenzhen Jien are subject to PRC tax. The provision for PRC income tax is based on a statutory rate of 25% of the assessable income of the PRC subsidiaries as determined in accordance with the relevant income tax rules and regulations of the PRC.
(ii)	Plenty Fame is not subject to tax in accordance with the relevant tax laws and regulations of the BVI.

(iii)

Prospect did not generate any assessable profits since its incorporation and therefore is not subject to HKSAR tax.

F-17

NOTE 16 –EARNINGS PER SHARE

The calculation of weighted average number of shares for the years ended December 31, 2012 and 2011, respectively, are illustrated as follows:

	2012				2011
	Number of shares		Weighted average number of shares		Number of shares		Weighted average number of shares

At beginning of year		5,000,052		5,000,052		5,000,052		5,000,052
Issue of shares on September 19, 2012		150,350,000		42,722,404		-		-

At end of year		155,350,052		47,722,456		5,000,052		5,000,052

NOTE 17 – RELATED PARTY TRANSACTIONS

In addition to the transactions detailed elsewhere in these financial statements, the Company entered into the following significant transactions with related parties:

	2012		2011

Chen Xing Hua
Rental expenses payable for the Company’s office premises in Shenzhen, the PRC		80,317		9,774

Mr. Chen Xing Hua, the director of Shenzhen Hanhong, is also a director of the Company. Details of which please refer to note 10 to the consolidated financial statements.

In the opinion of the directors, the above transactions were entered into by the Company in the normal course of business.

On September 19, 2012, we issued a total of 150,350,000 shares of our common stock at a total consideration of $1,503,500. The investors in this Reg. S Offering except Han Sing Investment Incorporated (“Han Sing”) are individuals and regional independent third-party distributors of the Company. None of these individual distributors held any shares of the Company prior to the Closing Date or was issued more than 5% of the shares of the Company in the Reg. S offering. Han Sing is a Cayman company wholly owned by Mr. Chen Xinghua. Mr. Chen is a director of the Company and is actively involved in the Company’s daily operation and management. Prior to the Reg. S. Offering, Han Sing held approximately 245,417 shares of our Common Stock, representing 4.9% of the shares of issued and outstand Common Stock before the Closing Date. Han Sing purchased 88,450,000 shares of our Common Stock in the Reg. S Offering, resulting in its holding of approximately 57.1% of our Common Stock. Through his ownership of Han Sing, Mr. Chen became a controlling shareholder of the Company.

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NOTE 18 – CONTINGENCIES AND COMMITMENTS

Capital Commitment:

As of the year end dates, the Company’s capital commitment is summarized as follows:

	2012		2011

Construction-in-progress:
Contracted but not provided for	$	1,550,000	$	1,550,000

NOTE 19 – GOING CONCERN

As of December 31, 2012, the Company has accumulated deficits of $3,979,440, a negative working capital of $4,510,173. The Company may need additional cash resources to operate during the upcoming 12 months, and the continuation of the Company may be dependent upon the continuing financial support of investors, directors and/or stockholders of the Company. However, there is no assurance that equity or debt offerings will be successful in raising sufficient funds to assure the eventual profitability of the Company. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

F-19

(b) Exhibits

The following Exhibits are filed as part of this report:



Exhibit Number	Exhibit Title

31.1	Certification of Ye Xing Zhang pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Deng Lin, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Ye Xing Zhang pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Deng Lin, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.


	China Shianyun Group Corp., Ltd.

Dated January 27, 2014	By:	/s/ Xingzhang Ye
		Xingzhang Ye
		Chief Executive Officer, Director

In accordance with the requirements of the Securities Act of 1933, this annual statement was signed by the following persons in the capacities and on the dates stated.



Name	Title	Date

/s/ Xingzhang Ye		January 27, 2014
Xingzhang Ye	Chief Executive Officer, Director

/s/ Feng Chen		January 27, 2014
Feng Chen	Director

/s/ Lin Deng		January 27, 2014
Lin Deng	Chief Financial Officer, Principal Accounting Officer

/s/ Xinghua Chen	Director	January 27, 2014
Xinghua Chen

Nevada		83-0506099
(State or Other Jurisdiction		(I.R.S. Employer Identification No.)
of Incorporation or Organization)

18/F., Development Centre Building, South of Renmin Rd.
LuoHu District, Shenzhen, Guangdong Province, China
(Address of principal executive offices)		(Zip Code)

Large accelerated filer o	Accelerated Filer o
Non-accelerated filer o	Smaller reporting company x



Item 8.	Financial Statements and Supplementary Financial Data.
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
Item 9A.	Controls and Procedures.
Item 9B.	Other Information.

PART IV
Item 15.	Exhibits and Financial Statement Schedules.