UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10−Q

(Mark One)

[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 20102011

[   ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________to _____________

Commission File Number: 000-53432

TEC TECHNOLOGY, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware13-4013027
(State or other jurisdiction of(I.R.S. Employer Identification No.)
incorporation or organization) 

Xinqiao Industrial Park
Jingde County
Anhui Province 242600
Shenzhen 242600
People’s Republic of China
(Address of principal executive offices, Zip Code)

(+86) 755 8323-2722(86) 563 8023488
(Registrant’s telephone number, including area code)

_______________________________________________________________________________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X]                             No [   ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [  ][X]                             No [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [   ]Accelerated filer [   ]
Non-accelerated filer   [   ]   (Do not check if a smaller reporting company)Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [   ]                             No [X]

The number of shares outstanding of each of the issuer’s classes of common stock, as of November 15, 201010, 2011 is as follows:

Class of SecuritiesShares Outstanding
Common Stock, $0.001 par value30,181,552


TEC TECHNOLOGY, INC.

Quarterly Report on Form 10-Q
Three and Nine Months Ended September 30, 2011

TABLE OF CONTENTS

PART I
FINANCIAL INFORMATION

PART IItem 1.Financial Statements1
FINANCIAL INFORMATIONItem 2.1
ITEM 1.FINANCIAL STATEMENTS.1
CONSOLIDATED BALANCE SHEETSManagement’s Discussion and Analysis of Financial Condition and Results of Operations2
ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS.Item 3.25Quantitative and Qualitative Disclosures About Market Risk8
ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.Item 4.35Controls and Procedures8

PART II
OTHER INFORMATION

Item 1.Legal Proceedings9
ITEM 4.CONTROLS AND PROCEDURES.Item 1A.35Risk Factors9
PART IIItem 2.36Unregistered Sales of Equity Securities and Use of Proceeds9
OTHER INFORMATIONItem 3.36Defaults Upon Senior Securities9
ITEM 1.LEGAL PROCEEDINGS.Item 4.36(Removed and Reserved)9
ITEM 1A.RISK FACTORS.Item 5.36Other Information9
ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.Item 6.36
ITEM 3.DEFAULTS UPON SENIOR SECURITIES.Exhibits36
ITEM 4.(REMOVED AND RESERVED).36
ITEM 5.OTHER INFORMATION.36
ITEM 6.EXHIBITS.369

i


PART I
FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

TEC TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED QUARTERLY FINANCIAL STATEMENTS (UNAUDITED)
REPORT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 20092011

1


TEC TECHNOLOGY, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 Page(s)PAGE
Financial StatementsCONSOLIDATED BALANCE SHEETSF - 1
                   Consolidated Balance SheetsCONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOMEF - 2
                   Consolidated Statements of OperationsCONSOLIDATED STATEMENTS OF CASH FLOWSF - 3
                   Consolidated Statements of Cash FlowsNOTES TO CONSOLIDATED FINANCIAL STATEMENTSF - 4
                   Notes to Consolidated Financial Statements5-24 - F - 25



TEC TECHNOLOGY, INC.

CONSOLIDATED BALANCE SHEETS

 September 30, 2010  December 31, 2009  September 30, 2011  December 31, 2010 

 (Unaudited)  (audited)  (Unaudited)  (Audited) 

ASSETS

            

Current assets

            

Cash and cash equivalents

$ 233,365 $ 164,927 $ 3,375,312 $ 2,526,710 

Restricted cash

 69,291  1,164,598 

Accounts receivable, net of allowance for doubtful accounts

 16,414,916  8,791,842  20,179,785  14,356,352 

Inventory

 8,025,464  7,066,787  6,113,015  5,235,074 

Deposits and prepaid expenses

 1,244,275  2,716,237  4,092,188  5,439,579 

Other receivables

 3,742,625  3,802,358  2,803,897  1,626,039 

Taxes recoverable

 11,225  4,889  17,391  2,389 

Total current assets

 29,671,870  22,547,040  36,650,879  30,350,741 

Property and equipment

            

Property and equipment, net of accumulated depreciation

 3,781,980  3,353,841  3,885,813  3,790,765 

Other assets

      

Land use rights, net of accumulated amortization

 2,061,456  2,051,837  8,057,124  2,071,771 

Construction in progress

 36,959  -  2,258,450  473,355 

Long term accounts receivable, net of allowance for doubtful accounts

 55,697  - 

 2,154,112  2,051,837  14,201,387  6,335,891 

Total assets

$ 35,607,962 $27,952,718 $ 50,852,266 $ 36,686,632 

            

LIABILITIES AND STOCKHOLDERS' EQUITY

            

      

Current liabilities

            

Accounts payable

$ 9,372,472 $ 5,012,224 $ 7,056,658 $ 8,313,633 

Other payables and accrued expenses

 5,207,080  3,251,687  4,683,755  3,494,358 

Taxes payable

 444,383  1,306,915 

Taxes payables

 420,762  44,608 

Customer deposits

 32,588  113,867  1,140,085  80,331 

Short term borrowings

 11,609,235  12,733,709  23,428,713  12,938,582 

 26,665,758  22,418,402  36,729,973  24,871,512 

Commitments and contingencies

 -  -  -  - 

      

Stockholders' equity

            

Preferred "B" stock: 10,000,000 authorized, none issued and outstanding $0.001 par value

    

Common stock: 300,000,000 authorized $0.001 par value 30,181,552 and 19,194,421 shares issued and outstanding September 30, 2010 and December 31, 2009 respectively

$

 30,182

 $ 19,195 

Preferred stock: 10,000,000 authorized, none issued and outstanding $0.001 par value

      

Common stock: 300,000,000 authorized $0.001 par value 30,181,552 shares issued and outstanding as of September 30, 2011 and December 31, 2010, respectively

$ 30,182 $ 30,182 

Additional paid in capital

 

1,009,926

  951,605  1,105,454  1,024,891 

Retained earnings

 

7,521,814

  4,235,616  11,852,910  10,077,006 

Accumulated other comprehensive income

 

380,282

  327,900  1,133,747  683,041 

Total stockholders' equity

 8,942,204  5,534,316  14,122,293  11,815,120 

Total liabilities and stockholders' equity

$35,607,962 $ 27,952,718 $50,852,266 $36,686,632 

2See accompanying notes of these consolidated financial statements
F - 1


TEC TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

 Three months  Three months  Nine months  Nine months  Three months  Three months  Nine months  Nine months 
 ended  ended  ended  ended  ended  ended  ended  ended 
  September 30, 2010  September 30, 2009  September 30, 2010  September 30, 2009  September 30, 2011  September 30, 2010  September 30, 2011  September 30, 2010 
 (Unaudited)  (Unaudited)  (Unaudited)  (Unaudited)  (Unaudited)  (Unaudited)  (Unaudited)  (Unaudited) 
Revenues$ 7,285,615 $ 6,736,629 $ 21,892,594 $ 13,144,149 $ 11,364,648 $ 7,285,615 $ 19,559,792 $ 21,892,594 
Cost of goods sold 5,355,307  4,655,139  15,313,202  8,866,788  8,418,882  5,355,307  14,203,143  15,313,202 
Gross profit 1,930,308  2,081,490  6,579,392  4,277,361  2,945,766  1,930,308  5,356,649  6,579,392 
Selling and marketing expenses (337,423) (30,860) (1,127,290) (126,089) (438,939) (337,423) (1,065,308) (1,127,290)
General and administrative expenses (293,389) (224,525) (938,337) (581,233) (378,165) (293,389) (1,271,357) (938,337)
Net income from operations 1,299,496  1,826,105  4,513,765  3,570,039  2,128,662  1,299,496  3,019,984  4,513,765 
Other income (expenses)                        

Government grant

 10,798  43,920  190,215  106,930  1,421  10,798  218,408  190,215 

Other income

 -  12,631  13,695  41,969  2,123  -  2,123  13,695 

Interest expense

 (299,865) (137,192) (979,425) (392,644) (465,391) (299,865) (1,125,568) (979,425)
Net other income (expenses) (289,067) (80,641) (775,515) (243,745) (461,847) (289,067) (905,037) (775,515)
Net income before provision for income taxes 1,010,429  1,745,464  3,738,250  3,326,294  1,666,815  1,010,429  2,114,947  3,738,250 
Provision for income taxes (151,535) (450,585) (538,396) (847,396) (257,753) (151,535) (339,043) (538,396)
Net income 858,894  1,294,879  3,199,854  2,478,898  1,409,062  858,894  1,775,904  3,199,854 
Other comprehensive gain            

Foreign currency translation gain

 12,462  (40,527) (177,290) (57,274)

Other comprehensive income (loss)

            

Foreign currency translation gain (loss)

 151,543  12,462  450,706  (177,290)
Comprehensive income$ 871,356 $ 1,254,352 $ 3,022,564 $ 2,421,624 $ 1,560,605 $ 871,356 $ 2,226,610 $ 3,022,564 
Weighted average numbers of common shares                        

Basic

 25,298,383  19,194,421  25,298,383  19,194,421  30,181,882  25,298,383  30,181,882  25,298,383 

Diluted

 25,298,383  19,194,421  25,298,383  19,194,421  30,181,882  25,298,383  30,181,882  25,298,383 
Earnings per share                        

Basic

$ 0.03 $ 0.07 $ 0.13 $ 0.13 $ 0.05 $ 0.03 $ 0.06 $ 0.13 

Diluted

$ 0.03 $ 0.07 $ 0.13 $ 0.13 $ 0.05 $ 0.03 $ 0.06 $ 0.13 

3See accompanying notes of these consolidated financial statements
F - 2


TEC TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

 Nine months  Nine months  Nine months  Nine months 

 ended  ended  ended  ended 

 September 30, 2010  September 30, 2009  September 30, 2011  September 30, 2010 

 (Unaudited)  (Unaudited)  (Unaudited)  (Unaudited) 

Cash flows from operating activities

            

Net income

$ 3,199,854 $ 2,478,898 

Adjustments to reconcile net income to net cash provided by operating activites:

      

Net income for the period

$ 1,775,904 $ 3,199,854 

Adjustments to reconcile net income to net cash (used in) provided by operating activites:

      

Depreciation

 207,350  105,510  259,193  207,350 

Amortization of intangible assets

 31,779  31,665 

Loss on disposal of property and equipment

 537  - 

Amortization of land use rights

 33,745  31,779 

Stock based compensation

 93,800  - 

Changes in operating assets and liabilities

            

Decrease in restricted cash

 1,095,307  - 

Increase in inventory

 (958,677) (2,155,676) (877,941) (958,677)

Decrease (increase) in deposits and prepaid expenses

 1,471,962  (1,715,679)

Increase/(decrease) in deposits and prepaid expenses

 (2,281,507) 1,471,962 

Increase in accounts receivable

 (7,678,771) (6,763,709) (5,823,433) (7,678,771)

Decrease (increase) in other receivables

 59,733  (1,597,108)

Increase) decrease in taxes recoverable

 (6,336) 92,151 

(Decrease) increase in taxes payable

 (862,532) 400,893 

Increase in accounts payable

 4,360,248  4,955,165 

Decrease in customer deposits

 (81,279) (342,875)

(Increase) decrease in other receivables

 (1,177,858) 59,733 

Increase in taxes recoverable

 (15,002) (6,336)

Increase/(decrease) in taxes payable

 376,154  (862,532)

(Decrease) increase in accounts payable

 (1,259,975) 4,360,248 

Increase/(decrease) in customer deposits

 1,059,754  (81,279)

Increase in other payables and accrued expenses

 1,955,393  (20,126) 1,189,397  1,955,393 

Net cash provided by (used in) operating activities

 1,698,724  (4,530,891)

Net cash (used in) provided by operating activities

 (5,551,925) 1,698,724 

Cash flows from investing activities

            

Purchases of property and equipment

 (622,961) (382,679)

Purchase of property and equipment

 (239,580) (622,961)

Proceeds from disposal of property and equipment

 5,379  - 

Payment for construction in progress

 (36,959) -  (1,775,312) (36,959)

Purchases of land use rights

 -  (1,643,546) (2,174,130) - 

Net cash used in investing activities

 (659,920) (2,026,225) (4,183,643) (659,920)

Cash flows from financing activities

            

Common stock issued

 10,987  -  -  10,987 

Provision for income taxes

 58,321  117,909 

Contribution of paid in capital

 -  58,321 

Proceeds from short term borrowings

 -  6,007,365  18,050,799  - 

Repayment of short term borrowings

 (1,124,474) -  (8,146,100) (1,124,474)

Net cash (used in) provided by financing activities

 (1,055,166) 6,125,274 

Net cash provided by (used in) financing activities

 9,904,699  (1,055,166)

Effects on exchange rate changes on cash

 84,800  (144,558) 679,471  84,800 

Increase (decrease) in cash and cash equivalents

 68,438  (576,400)

Increase in cash and cash equivalents

 848,602  68,438 

Cash and cash equivalents, beginning of period

 164,927  704,854  2,526,710  164,927 

Cash and cash equivalents, end of period

$ 233,365 $ 128,454  3,375,312  233,365 

Supplementary disclosures of cash flow information:

            

Cash paid for interest

$ 979,425 $ 392,643  1,125,568  979,425 

Cash paid/(refunded) for income taxes

$ 1,392,926 $ (514,573)

Cash paid for income taxes

 2,196,414  1,392,926 

Non cash transactions:

      

Issuance of warrant

 94,120  - 

Acquisition of land use rights from deposits and prepaid expenses

 3,659,766  - 

Capital contributed by directors assuming debts of Company

 80,563  - 

4See accompanying notes of these consolidated financial statements
F - 3


TEC TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.

BUSINESS ORGANIZATION

  

TEC Technology, Inc. (formerly known as Highland Ridge, Inc. (the “Company” or “HGHN”) (formerly known as, Sea Green, Inc., Americom Networks Corp. and Americom Networks International, Inc.) was incorporated on July 22, 1988 in the State of Delaware.Delaware, United States of America. (the “Company” or “TEC Holding”). On June 9, 2010, the Company changed its name from Highland Ridge, Inc. to TEC Technology, Inc.

 

On May 4, 2010, the Company entered intocompleted a Share Exchange Agreement, withreverse acquisition transaction pursuant to a share exchange agreement among the Company, TEC Technology Limited, (“TEC”), a private corporation under the Companies Laws of the Hong Kong Special Administrative Region of the People’s Republic of Chinalimited company (“Hong Kong”TECT”), and itsTECT’s sole stockholder, Mr. Hua Peng Phillip Wong, pursuant to whichwhereby the Company acquired 10,000 shares of TEC, representing 100% of the issued and outstanding capital stock of TECT in exchange for 19,194,421 shares of the Company’s common stock, par value $0.001 (the “Share Exchange”), which constituted 63.6% of the Company’s issued and outstanding capital stock on a fully-diluted basis as of and immediately after the consummation of the transactions contemplated by the Share Exchange Agreement.reverse acquisition. As a result of the Share Exchange, TECacquisition of TECT, the Company now owns all of the issued and its subsidiaries,outstanding capital stock of TECT, which in turn owns Anhui TEC Tower Co., LtdLtd. (“ATEC”), Zhejiang TEC Tower Co., Limited (“ZTEC”); and Shuncheng Taida Technology Co., LtdLtd. (“Shuncheng Taida”STT”). ATEC currently owns 90% of Zhejiang TEC Tower Co., becameLtd. (“ZTEC”). For accounting purposes, the Company’s subsidiaries.

The Share Exchange has been accounted forshare exchange transaction with TECT was treated as a reverse acquisition and recapitalization of TECT, with TECT as the Company whereby the Company (the legal acquirer) is considered the accounting acquireeacquirer and TEC (the legal acquiree) is consideredUS as the accounting acquirer. As a result of this transaction, the Company is deemed to be a continuationacquired party. Upon completion of the business of TEC. Accordingly, the accompanying interim condensed consolidated financial statements are thoseexchange, TECT became a wholly owned subsidiary of TEC US. On the accounting acquirer. The historical stockholders’ equity of the accounting acquirer prior to the share exchange has been retroactively restated as if the Share Exchange occurred as of the beginning of the first period presented..

TEC was organized on November 24, 2009, and serves as a holding company for three operating subsidiaries, ATEC, ZTEC and Shuncheng Taida (the “Operating Subsidiaries”), based in the People’s Republic of China (“PRC”). The Operating Subsidiaries are (or will be) engaged in the design, production and sale of transmission towers for telecommunications service providers and electric utilities. On November 24, 2009,same date, Mr. Chun Lu, Chairman of the Company’s ChairmanBoard and Chief Executive Officer of TEC US, entered into an option agreement with TECTECT and Mr. Hua Peng Phillip Wong, the Company’s controlling stockholder, pursuant to which Mr. Lu was granted an option to acquire 17,797,372 shares of the Company’s common stock currently owned by Mr. Wong for an aggregate exercise price of $1,000,000. Mr. Lu may exercise this option, in whole but not in part, during the period commencing on the 365th365th day following of the date of the option agreement and ending on the second anniversary of the date thereof contemplated by the Share Exchange Agreement, which effected a reverse acquisition of the TEC.thereof.

 

TECT was organized as a private corporation, under the Companies Laws of the Hong Kong on November 11, 2009. It was principally established to serve as an investment holding company and its operations are carried out in Hong Kong. On February 22, 2010, TECT entered into an equity transfer agreement with Mr. Chun Lu, the sole shareholder of ATEC. The transfer was approved by the Department of Commerce of Anhui Province on March 2, 2010. This business combination was accounted for as entities under common control because the majority shareholders of TECT and ATEC were the same person.

ATEC is a private corporation, incorporated under the laws of the People’s Republic of China (“PRC”) on July 3, 2007. ATEC’s principal activities are the development and manufacturing of mobile communication steel towers, microwave towers, angle steel towers, steel pipe towers and transmission cable towers.

 

ZTEC is a PRC limited company,was established on December 7, 2009 pursuant to an agreement betweenas a PRC limited company with ATEC owning 90% of equity interest and Ms. Yiping Zhu, a PRCan individual, wherein ATEC agreed to contribute 90% of the registered capital for a 90% equity interest in ZTEC and Ms. Zhu agreed to contribute the capital forowning the remaining 10% equity interest. ZTEC’s production facility is still under construction and it has not yet commenced operations. ZTEC’s main business will include the development and manufacturing of mobile communication steel towers, microwave towers, angle steel towers, steel pipe towers and power transmission cable towers.

 

Shuncheng TaidaSTT was established as a wholly-owned TEC subsidiaryincorporated in the PRC on January 10, 2010, however, its capital20, 2010. STT has not yet been introducedcommenced operations and it has not yet commenced operations. Shuncheng Taida’sits main business will include engineering consultancy and design of mobile communication steel towers, microwave towers, and power transmission towers.

On March 10, 2010, TEC consummated an Equity Ownership Transfer Agreement (the “Transfer Agreement”), dated February 22, 2010, with Mr. Chun Lu, the sole shareholder of ATEC at the time, pursuant to which TEC acquired 100% of the equity interest in ATEC. This acquisition was accounted for as a reverse merger with TEC being the legal acquirer. The accounting treatment for this transaction is recapitalization of ATEC with TEC’s common stock.

The Company’s executive offices are located at Xinqiao Industrial Park, Jingde Country, Anhui Province, 242600, People’s Republic of China.

5


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.1FISCAL YEAR
The Company has adopted December 31 as its fiscal year end.
2.2REPORTING ENTITIES
The accompanying consolidated financial statements include the following entities:

Name ofPlace ofDate ofPercentage
subsidiaryincorporationRegistered capitalPaid - in capitalincorporationof interestPrincipal activity
TEC Technology LimitedHong KongHK$10,000HK$10,000November 24, 2009100% directlyInvestment holding
Anhui TEC Tower Co ., LimitedPeople's Republic of ChinaRMB20,000,000RMB9,400,000July 3, 2007100% directlyDevelopment and manufacturing of mobile communication steel towers, microwave towers, angle steel towers, steel pipe towers and transmission cable towers. As a result of the reverse acquisition of TECT, the Company entered into new businesses. The Company is primarily engaged, through its indirect Chinese subsidiaries, in the design, production and sale of transmission towers and related products used in high voltage electric power transmission and wireless communications.


2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Zhejiang
2.1

FISCAL YEAR

The Company has adopted December 31 as its fiscal year end.

F - 4


TEC TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.2

REPORTING ENTITIES

The accompanying consolidated financial statements include the following entities:


Place ofDate ofPercentage
Name of subsidiaryincorporationincorporationof interestPrincipal activity
TEC Technology LimitedHong KongNovember 11, 2009100% directlyInvestment holding.
Anhui TEC Tower Co ., LimitedCo., Ltd.People's Republic of ChinaRMB89,000,000RMB30,000,000April 19, 2006100% directly

Development,manufacturing and selling of mobile communication steel towers, microwave towers, angle steel towers, steel pipe towers, transmission cable towers, telecommunication equipment, scrap and provision for technical consulting service.

Zhejiang TEC Tower Co., Ltd.People's Republic of ChinaDecember 7, 200990% directlyindirectly

The company has not commenced its business of development and manufacturing of mobile communication steel towers, microwave towers, angle steel towers, steel pipe towers and transmission cable towerstowers.

 Shuncheng Taida Technology Co., LimitedLtd.People's Republic of China$1,000,000$NilJanuary 20, 2010100% directly

The company has not commenced its business of engineering consultancy and design of mobile communication steel towers, microwave towers, angle steel towers, steel pipe towers and transmission cable towers

6towers.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 

 2.3

BASIS OF CONSOLIDATION AND PRESENTATION

   
 

The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). In the opinion of management, the accompanying balance sheets, and statements of income, and cash flows include all adjustments, consisting only of normal recurring items, considered necessary to give a fair presentation of operating results for the periods presented. All material inter-companyinter- company transactions and balances have been eliminated in consolidation.

  

 

On February 22, 2010, TECTECT entered into an Equity Ownership Transfer Agreement (the “Transfer Agreement”)equity transfer agreement with Mr. Chun Lu, the existing sole shareholder of ATEC. The transfer was approved by the Department of Commerce of Anhui TEC Tower Co., Ltd (“ATEC”). OnProvince on March 10, 2010, the TEC acquired 100% of the outstanding shares. This acquisition2, 2010. The business combination was accounted for as a reverse merger with TEC Technology Limited beingentities under common control because the legal acquirer. The accounting treatment for this transaction is essentially recapitalizationmajority shareholders of TECT and ATEC with TEC’s common stock.were the same people.

F - 4


TEC TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

  
2.3

BASIS OF CONSOLIDATION AND PRESENTATION (CONTINUED)

 

On March 10, 2010, TEC completed a reverse acquisition transaction through of 100% interest in ATEC, and became the immediate parent company of the group. On May 4, 2010, the Company entered intocompleted a Share Exchange Agreement, with TEC,reverse acquisition transaction pursuant to a share exchange agreement among the Company, TECT and itsTECT’s sole stockholder, Mr. Hua Peng Phillip Wong, pursuant to whichwhereby the Company acquired 10,000 shares of TEC, representing 100% of the issued and outstanding capital stock of TECT in exchange for 19,194,421 shares of the Company’s common stock, par value $0.001, which constituted 63.6% of the Company’s issued and outstanding capital stock on a fully-diluted basis as of and immediately after the consummation of reverse acquisition. As a result of the transactions contemplated byacquisition of TECT, the Share Exchange Agreement.Company now owns all of the issued and outstanding capital stock of TECT, which in turn owns ATEC and STT. ATEC owns 90% equity interest in ZTEC. For accounting purposes, the share exchange transaction with TECT was treated as a reverse acquisition and recapitalization of TECT, with TECT as the acquirer and TEC isUS as the acquired party.

Upon completion of the share exchange, TECT became a holding company for three PRC based operating subsidiaries (ATEC, ZTEC and Shuncheng Taida) which are engaged in the design, production and salewholly owned subsidiary of transmission towers for telecommunications service providers and electric utilities.TEC US. On the same date, Mr. Chun Lu, Chairman of the Board and Chief Executive Officer of HGHN,TEC US, entered into an option agreement with TECTECT and Mr. Hua Peng Phillip Wong, the Company’s controlling shareholder,stockholder, pursuant to which Mr. Lu was granted an option to acquire 17,797,372 shares the Company’s common stock currently owned by Mr. Wong for an aggregate exercise price of $1,000,000. Mr. Lu may exercise this option, in whole but not in part, during the period commencing on the 365thday following of the date of the option agreement and ending on the second anniversary of the date thereof contemplated by the Share Exchange Agreement, which effected a reverse acquisition of the TEC. The accounting treatment for this transaction is essentially recapitalization of TEC with HGHN’s common stock.thereof.

  

Prior to the acquisition of ATEC by TECT, neither TECT nor TEC TEC and HGHN were both shell companies.US had active business operations. For reporting purposes, the Company has assumed that Mr. Lu has exercised his option immediately and thus HGHN, TEC US, TECT and ATEC arewere effectively under samecommon control of Mr. Lu when the Company acquired ATEC. The acquisition transactions between (i) HGHNTEC US and TECTECT and (ii)TEC TECT and ATEC are therefore accounted for as reverse mergers.

  

For accounting purposes, the combination of the Companycompany and TECTECT was accounted for as a reverse merger with ATEC as the accounting acquirer and HGHNTEC US and TECTECT as the acquired partyaccounting acquiree and the acquisition of ZTEC and Shuncheng TaidaSTT was accounted for under the acquisition method with TECTECT as the immediate parent corporation of both companies for legal purposes and the Company as the ultimate parent corporation. Accordingly the Company’s financial statements have been prepared on a consolidated basis for the periods presented and the consolidated balance sheets, consolidated statements of income and other comprehensive income, stockholders’ equity and cash flows were presented as if the recapitalization had occurred at the beginning of the earliest period presented and the operations of the accounting acquired party from the date of stockshare exchange transaction.

  

HGHN, TEC US, TECT, ATEC, ZTEC and Shuncheng TaidaSTT are hereafter collectively referred to as the Company.

  

Interim results are not necessarily indicative of results for a full year. The information included in this interim report should be read in conjunction with the information included in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2009.2010.

7


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
2.4USE OF ESTIMATES
   
2.4

USE OF ESTIMATES

The preparation of consolidated financial statements requires usthe Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures 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.

  

2.5

2.5

ECONOMIC, POLITICAL AND POLITICALBUSINESS RISK

  

The Company’s businessCompany's operations are conductedcarried out in the PRC. Accordingly, the Company's business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC's economy. The Company's operations in the PRC are subject to specialspecific considerations and significant risks not typically associated with companies in North America and Western Europe. China’s political, economic and legal environmentsThe Company's results may influence the Company’s business, financial condition and results of operations, including adverse effectsbe adversely affected by changes in governmental policies inwith respect to laws and regulations, anti- inflationaryanti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation.taxation, among other things.

F - 9


TEC TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

  

2.6

REVENUE RECOGNITION

  

The Company’s revenue recognition policies are in compliance with ASC 605. Sales revenue is recognized when all of the following have occurred: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the price is fixed or determinable, and (iv) the ability to collect is reasonably assured. These criteria are generally satisfied at the time of shipment when risk of loss and title passes to the customer. For international sales, the revenue recognition criteria are generally satisfied under Free on Board (“FOB”) and Cost Insurance Freight (“CIF”) terms, in which the Company’s responsibility ends once the goods clear the port of shipment.

  

Technical consulting service income is recognized when the relevant service is rendered.

 

Government grants represent local authority grants to the company for infrastructure development and the revenue is recognized on cash basis when the local authority approves the grant to the company.

The Company recognizes revenue when the goods are delivered and title has passed. Sales revenue represents the invoiced value of goods, net of a value-added tax (VAT). All of the Company’s products that are sold in the PRC are subject to a Chinese value-added tax at a rate of 17% of the gross sales price or at a rate approved by the Chinese local government. This VAT liability may be offset by the VAT paid by the Company on raw materials and other materials included in the cost of producing their finished product.

  

2.7

SHIPPING AND HANDLING

  

Shipping and handling costs related to costs of goods sold are included in cost of sales and selling and marketing expenses which totaled $282,189$212,124 and $40,875$282,189 for the three months ended September 30, 2011 and 2010, and September 30, 2009.respectively. Shipping and handling costs amounted to $571,761$577,229 and $135,659$567,990 for the nine months ended September 30, 20102011 and September 30, 2009, respectively.2010.

  

2.8

ADVERTISING

  

Advertising costs are expensed as incurred and totaled $1,206$6,915 and $59$1,206 for the three months ended September 30, 2011 and 2010, and September 30, 2009.respectively. Advertising costs amounted toare expensed as incurred and totaled $6,918 and $3,788 and $2,208 for the nine months ended September 30, 20102011 and September 30, 2009,2010, respectively.

  

2.9

RESEARCH AND DEVELOPMENT COSTS

  

Research and development costs include costs incurred to develop new products and are charged to operations when incurred. These costs totaled $nil$0 as incurred for the three months ended September 30, 2011 and 2010 and September 30, 2009. Research and development costs amounted to $nil for the nine months ended September 30, 2011 and 2010, and September 30, 2009.respectively. The costs for development of new products and substantial enhancements to existing products are expensed as incurred until technological feasibility has been established, at which time any additional costs would be capitalized.

  

2.10

GOVERNMENT GRANTS

Government grants represent local authority grants to the Company for infrastructure development. It is recognized on cash basis when the local authority approves the grant to the Company.

8


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.11CASH AND CASH EQUIVALENTS

   

Cash and cash equivalents comprise cash in bank and on hand, demand deposits with banks and other financial institutions, and short-term, highly liquid investments thatwhich are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value, and have a short maturity of generally within three months when acquired.


   September 30, 2010  December 31, 2009 
 Cash and bank balances$ 233,365 $ 164,927 

F - 9


TEC TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 2.12
2.11

FOREIGN CURRENCY TRANSLATION AND OTHER COMPREHENSIVE INCOME

  

The reporting currency of the Company is the U.S. dollars.United States Dollars ($). The functional currency of the Company is United States Dollars ($) and the functional currency of its subsidiaries ATEC, ZTEC, STT and TECT is Chinese Renminbi (RMB).

  

For those entities whose functional currency is other than the U.S. dollars, all assets and liabilities are translated into U.S. dollars at the exchange rate on the balance sheet date; shareholders’ equity is translated at historical rates and items in the statements of income and of cash flows are translated at the average rate for the period. Because cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported in the statement of cash flows will not necessarily agree with changes in the corresponding balances in the balance sheet. Translation adjustments resulting from this process are included in accumulated other comprehensive income in the statement of shareholders’ equity. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.

  

Foreign currency translation gain included in accumulated other comprehensive income amounted to $380,282$1,133,747 as of September 30, 20102011 and $327,900$683,041 as of December 31, 2009.2010. The balance sheet amounts with the exception of equity atas of September 30, 20102011 and December 31, 20092010 were translated at RMB6.68RMB6.40 to $1.00 and RMB6.82RMB6.61 to $1.00, respectively. The average translation rates applied to the statements of income and of cash flows for the three and nine months ended September 30, 20102011 and September 30, 20092010 were RMB6.51 to $1.00 and RMB6.80 to $1.00, and RMB6.85 to $1.00.respectively.

  

2.132.12

BUSINESS COMBINATION

  

The Company adopted the accounting pronouncements relating to business combinations (primarily contained in ASC Topic 805 “Business Combinations”), including assets acquired and liabilities assumed arising from contingencies. These pronouncements established principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquire as well as provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. In addition, these pronouncements eliminate the distinction between contractual and non- contractualnon-contractual contingencies, including the initial recognition and measurement criteria and require an acquirer to develop a systematic and rational basis for subsequently measuring and accounting for acquired contingencies depending on their nature. The Company’sOur adoption of these pronouncements will have an impact on the manner in which the Company accountswe account for any future acquisitions.


9


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
2.14NON-CONTROLLING INTEREST IN CONSOLIDATED FINANCIAL STATEMENTS
   
2.13

NON-CONTROLLING INTEREST IN CONSOLIDATED FINANCIAL STATEMENTS

The Company adopted the accounting pronouncement on non-controlling interests in consolidated financial statements, which establishes accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. This guidance is primarily contained in ASC Topic “Consolidation.”“Consolidation”. The adoption of this standard has not had material impact on the Company’sour consolidated financial statements.

F - 9


TEC TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

  

2.152.14

PROPERTY AND EQUIPMENT

  

Property and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses. ..

  

Depreciation is calculated on a straight-line basis over the estimated useful lifelives of the assets.


 Assets ClassificationsEstimated useful life
   
 Buildings50 years
 Plant and machinery5 years
 Furniture, fixtures and office equipment5 years
 Motor vehicles5 years

Any gain or loss arising on the sale or disposal of the asset is included in the income statement in the period the item is sold or otherwise disposed. Maintenance and repairs of property and equipment are charged to operations when incurred.

   September 30, 2010  December 31, 2009 
        
 Buildings$ 2,520,130 $ 2,425,451 
 Plant and machinery 1,385,166  1,062,185 
 Furniture, fixtures and office equipment 64,673  61,455 
 Motor vehicles 289,340  87,257 
   4,259,309  3,636,348 
 Less: Accumulated depreciation (477,329) (282,507)
 Net book value$ 3,781,980 $ 3,353,841 

Depreciation expense was $77,164 and $41,965 for the three months ended September 30, 2010 and September 30, 2009, respectively. Depreciation expense was $207,350 and $105,510 for the nine months ended September 30, 2010 and September 30, 2009, respectively.

Expenditures for maintenance and repairs are charged to expense as incurred, whereas major betterments are capitalized as additions to property and equipment. The Company reviews its property and equipment whenever events or changes in circumstances indicate that the carrying value of certain assets might not be recoverable. In these instances, the Company recognizes an impairment loss when it is probable that the estimated cash flows are less than the carrying value of the asset. To date, no such impairment losses have been recorded.

10


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 2.16

An item of property and equipment is removed from the accounts upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the sale or disposal of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the item) is included in the statements of income in the period the item is sold or otherwise disposed. Maintenance and repairs of property and equipment are charged to operations when incurred. Expenditures for maintenance and repairs are charged to expense as incurred, whereas major betterments are capitalized as additions to property and equipment. The Company reviews its property and equipment whenever events or changes in circumstances indicate that the carrying value of certain assets might not be recoverable. In these instances, the Company recognizes an impairment loss when it is probable that the estimated cash flows are less than the carrying value of the asset. To date, no such impairment losses have been recorded.

2.15

LAND USE RIGHTS

  

 

Private ownershipLand use rights represent acquisition of land is not permitted in the PRC. Instead, ATEC has leased three lots of land at Xinqiao Industrial Park, Jingde Country, Anhui Province. The total aggregate cost of ATEC’s first, second and third land use rights was $2,112,867of industrial land from local government and are amortized on the straight line over their respective lease expires in 2056, 2058 and 2058, respectively.periods. The lease period of agriculture land is 50 years.

   
 

The Company mortgaged 4.4 hectares of land use rights and certain property rights for $1.4 million in loans from the Industrial and Commercial Bank of China. The Company has also mortgaged 13.3 hectares of land use rights for $2.99 million in loans from the Huishang Bank.

Land use rights are amortized on a straight line basis over their respective lease periods. The lease period of land use rights located in an industrial park zone is 50 years.


   September 30, 2010  December 31, 2009 
        
 Cost$ 2,156,075 $ 2,112,867 
 Less: Accumulated amortization (94,619) (61,030)
 Net book value$ 2,061,456 $ 2,051,837 

Amortization expense was $10,593 and $10,555 for the three months ended September 30, 2010 and September 30, 2009, respectively. Amortization expense was $31,779 and $31,665 for the nine months ended September 30, 2010 and September 30, 2009, respectively.

2.172.16

CONSTRUCTION IN PROGRESS

  

 

Construction in progress represents direct costs of construction as well as acquisition and design fees incurred. Capitalization of these costs ceases and the construction in progress is transferred to property, plant and equipment when substantially all the activities necessary to prepare the assets for their intended use are completed. No depreciation is provided until construction is completed and the asset is ready for its intended use.

  

 2.182.17

IMPAIRMENT OF LONG-LIVED ASSETS AND INTANGIBLE ASSETS

  

 

In accordance with ASC Topic 360, “Accounting for the Impairment or Disposal of Long-Lived Assets,” long- lived“Property, Plant and Equipment”, long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The Company reviews the carrying amount of its long-lived assets, including intangibles, for impairment, each reporting period. An asset is considered impaired when estimated future cash flows are less than the carrying amount of the asset. In the event the carrying amount of such asset is considered not recoverable, the asset is adjusted to its fair value. Fair value is generally determined based on discounted future cash flow. As of September 30, 20102011 and December 31, 2009,2010, the Company determined no impairment charges were necessary.

F - 9


TEC TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

  

2.192.18

CAPITALIZED INTERNAL-USE SOFTWARE

  

The Company capitalizes certain costs incurred to purchase or create internal-use software in accordance with ASC Topic 350-40, “Internal Use Software.. To date, such costs have included external direct costs of materials and services incurred in the implementation of internal-use software and are included within computer hardware and software. Once the capitalization criteria have been met, such costs are classified as software and are amortized on a straight-line basis over five years once the software has been put into use. Subsequent additions, modifications, or upgrades to internal-use software are capitalized only to the extent that they allow the software to perform a task it previously did not perform. Software maintenance and training costs are expensed in the period in which they are incurred.

11


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 2.20
2.19

INVENTORY

   

Inventory consists primarily of raw materials, work in progress, and finished goods. Raw materials are stated at cost. Cost comprises direct materials and, where applicable direct labor costs and applicable overhead costs that have been incurred in bringing the inventory to its present location and condition. Finished goods are stated at the lower of cost (determined on first in first out method) or marketand net realizable value.


   September 30, 2010  December 31, 2009 
 Raw materials$ 5,799,803 $ 3,949,512 
 Work in progress 2,225,661  129,726 
 Finished goods -  2,987,549 
  $ 8,025,464 $ 7,066,787 

 

Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.

The Company provides for inventory losses based on obsolescence and levels in excess of forecasted demand.demand In these cases, inventory is reduced to estimated realizable value based on historical usage and expected demand. Inherent in the Company’s estimates of market value in determining inventory valuation are estimates related to economic trends, future demand for the Company’s products, and technical obsolescence of products.

  
2.20

ACCOUNTS RECEIVABLE

 2.21ALLOWANCE FOR DOUBTFUL ACCOUNTS
  

The Company reduces gross trademaintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable by an allowance for doubtful accounts. The allowance for doubtful accounts isand analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns and changes in customer payment patterns to evaluate the Company’s best estimateadequacy of the amount of probable credit losses in the Company’s existing accounts receivable. The Company reviews its allowance for doubtful accountsthese reserves. Reserves are primarily on a regular basis and all past due balances are reviewed individually for collectability. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Provision for doubtful accounts and bad debts written off for the three months ended September 30, 2010 and September 30, 2009 and nine months ended September 30, 2010 and September 30, 2009 are $nil.specific identification basis.

  
Aging of accounts receivable is as follows:

   September 30, 2010  December 31, 2009 
        
 within 3 months$ 11,373,774 $ 8,398,448 
 over 3 months and within 6 months 3,931,291  152,797 
 over 6 months and within 1 year 1,109,851  240,597 
 over 1 year 55,697  - 
   16,470,613  8,791,842 
        
 Less: reclassified as long term accounts receivable (55,697) - 
  $ 16,414,916 $ 8,791,842 

Accounts receivable includes the amounts of $3,134,274 (12.31.2009: $1,333,972) that were factored to the Industrial and Commercial Bank, PRC for collection.

12


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.22DEPOSITS AND PREPAID EXPENSES

   September 30, 2010  December 31, 2009 
        
 Guarantee deposits$ 432,648 $ 1,334,237 
 Advances to suppliers 782,817  1,351,157 
 Prepayment for purchase of property and equipment 2,246  13,570 
 Advances to logistic service providers 14,566  9,938 
 Utility deposits -  7,335 
 Prepaid expenses 11,526  - 
 Others 472  - 
  $ 1,244,275 $ 2,716,237 

Guarantee deposits are provided to financial institutions in return for issuance

The standard credit period of a corporate guarantee to financiers. Advances to suppliers are down payments or deposits for inventory purchases.the Company’s most of clients is three months. Management evaluates the collectability of the receivables at least quarterly. The inventory is normally delivered within one to two months after the payments have been made.estimated average collection period was 90 days as of September 30, 2011 and December 31, 2010.

   
 2.232.21OTHER RECEIVABLES

   September 30, 2010  December 31, 2009 
        
 Due from former sole stockholder and his affiliates$ 2,264,074 $ 2,948,905 
 Loan due from third parties -  195,111 
 Due from employees 949,242  655,238 
 Due from third parties 529,309  - 
 Others -  3,104 
  $ 3,742,625 $ 3,802,358 

Amounts due from the former sole stockholder and his affiliates and amounts due from third parties are unsecured advances, interest free and without fixed terms of repayment and are for specific business purposes. Amounts due from employees are the amounts advanced for business transactions on behalf of the Company and will be reconciled on the completion of business transactions.

2.24INCOME TAXES RECOVERABLE
   September 30, 2010  December 31, 2009 
        
 VAT recoverable$ 11,225 $ 2,711 
 Individual income tax recoverable -  2,178 
 Taxes recoverable$ 11,225 $ 4,889 

13


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.25OTHER PAYABLES AND ACCRUED EXPENSES

    September 30, 2010  December 31, 2009 
  Due to former sole stockholder and his affiliates$ 4,223,561 $ - 
  Loans due to third parties and local province government 823,350  1,350,146 
  Due to potential investors -  880,200 
  Due to employees -  18,015 
  Wages accruals 109,126  - 
  Accruals 7,675  49,754 
  Others 43,368  953,572 
   $ 5,207,080 $ 3,251,687 

Amounts due to former sole stockholder and his affiliates and amounts due to third parties and local provincial government are unsecured, short term loans, interest free and without a fixed term of repayment and are for business purposes.

2.26TAXES PAYABLE
   September 30, 2010  December 31, 2009 
 Enterprise income tax payable$ 436,436 $ 1,290,966 
 City maintenance and construction levies payable -  7,157 
 Individual income tax payable 5,653  - 
 Education levies payable 2,294  8,792 
  $ 444,383 $ 1,306,915 

14


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.27FAIR VALUE OF FINANCIAL INSTRUMENTS
   
 

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820- 10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1 date. Quoted market prices available in active markets for identical assets or liabilities as of the reporting

Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting.

Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data.

The carrying amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses, approximate their fair values because of the short maturity of these instruments.

The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at September 30, 2010 or December 31, 2009, nor gains or losses are reported in the statement of income and other comprehensive income that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the fiscal period ended September 30, 2010 or December 31, 2009.

2.28

STOCK-BASED COMPENSATION

As of September 30, 2010 and December 31, 2009, the Company had no stock-based compensation plans.

2.29

RETIREMENT BENEFIT COSTS

PRC state managed retirement benefit programs are defined contribution programs and the payments to these programs are charged as expenses when employees have rendered service entitling them to the contribution.

2.30

INCOME TAXES

The Company accounts for income taxes under the provisions of ASC740Topic ASC 740“Accounting for Income Taxes.”Taxes”.Under ASC 740, deferred tax assets and liabilities are determined based on the difference between the financial statement carrying amounts and tax bases of assets and liabilities using the tax bases of assets and liabilities using the enacted taxes rates in effect in the years in which the differences are expected to reverse.

Provision for income taxes consist of taxes currently due plus deferred taxes. Since the Company had no operations within the United States there is no provision for US income taxes and there are no deferred tax amounts as of September 30, 2011 and December 31, 2010.

15


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.30INCOME TAXES (CONTINUED)
   
 

Deferred income taxes are calculated at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

F - 10


TEC TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.21

INCOME TAXES (CONTINUED)

The provision for income tax is based on the results for the year as adjusted for items, which are non-assessablenon- assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted at the balance sheet date. Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences, and deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized.

  

Deferred income taxes are calculated at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

  

Topic ASC 740 also prescribes a more-likely-than-not threshold for financial statements recognition and measurement of a tax position taken, or expected to be taken, in a tax return. Topic ASC 740 also provide guidance related to, among other things, classification, accounting for interest and penalties associated with tax positions, and disclosure requirements. Any interest and penalties accrued related to unrecognized tax benefits will be recorded in tax expense.

 2.31
2.22

RELATED PARTIES

Parties are considered to be related to the company if the company has the ability, directly or indirectly, to control the party, or exercise significant influence over the party in making financial and operating decisions, or where the company and the party are subject to common control. Related parties may be individuals (being members of key management personnel, significant shareholders and/or their close family members) or other entities which are under the significant influence of related parties of the company.

2.23

PRODUCT WARRANTIES

  

Substantially all of the Company’s products are covered by a standard warranty of 1 to 2 years for products. In the event of a failure of products covered by this warranty, the Company must repair or replace the software or products or, if those remedies are insufficient, and at the discretion of the Company, provide a refund. The Company provided nil%provides 0% of sales income for product warranties for the three months ended and the nine months ended September 30, 20102011 and September 30, 2009 in the warranty reserve to reflect estimated material and labor costs of maintenance for potential or actual product issues but for which the Company expects to incur an obligation.2010. The product warranty reserve was $nil$0 as of September 30, 20102011 and December 31, 2009.2010.

2.32

RELATED PARTIES

Parties are considered to be related to the Company if the Company has the ability, directly or indirectly, to control the party, or exercise significant influence over the party in making financial and operating decisions, or where the Company and the party are subject to common control. Related parties may be individuals (being members of key management personnel, significant shareholders and/or their close family members) or other entities which are under the significant influence of related parties of the Company.

2.33

BUSINESS RISK

The Company's operations are carried out in the PRC. Accordingly, the Company's business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC economy. The Company's operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in North America and Western Europe. The Company's results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

16


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.34

CONCENTRATIONS OF CREDIT RISK

Cash includes demand deposits in accounts maintained with the banks within the People’s Republic of China. Total cash in these banks on September 30, 2010 and December 31, 2009 amounted to $216,375 and $138,251, respectively, of which no deposits are covered by insurance. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts.

Accounts receivable are derived from revenue earned from customers located primarily in the People’s Republic of China. The Company performs ongoing credit evaluations of customers and has not experienced any material losses to date.

The Company had 5 major customers whose revenue individually represented the following percentages of the Company’s total revenue:


  Three months endedThree months endedNine months endedNine months ended
  September 30, 2010September 30, 2009September 30, 2010September 30, 2009
      
 Customer A20.23%81.63%31.91%56.84%
 Customer B45.42%-20.42%26.51%
 Customer C--18.11%-
 Customer D--6.90%-
 Customer E--6.84%-
 Customer F---6.92%
 Customer G---3.52%
 Customer H---2.47%
 Customer I17.19%---
 Customer J5.26%---
 Customer K4.57%---
 Customer L-12.18%--
 Customer M-4.81%--
 Customer N-1.38%--
  92.67%100.00%84.18%96.26%

17


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.34CONCENTRATIONS OF CREDIT RISK (CONTINUED)
   
2.24

The company had 5 major customers whose accounts receivable balance individually represented the Company’s total accounts receivable as follows:


   September 30, 2010  December 31, 2009 
        
 Customer A 26.72%  - 
 Customer B 26.38%  31.00% 
 Customer C 21.00%  31.71% 
 Customer D 10.09%  - 
 Customer E 3.76%  24.55% 
 Customer F -  5.83% 
 Customer G -  4.36% 
   87.95%  97.45% 

3.WEIGHTED AVERAGE NUMBER OF SHARES

  

On May 4, 2010, the Company entered into a Share Exchange Agreementshare exchange agreement which has been accounted for as a reverse merger since there has been a change of control. The Company computes the weighted-average number of common shares outstanding in accordance with ASC Topic 805 “Business Combination” which states that in calculating the weighted average shares when a reverse merger takes place in the middle of the year, the number of common shares outstanding from the beginning of that period to the acquisition date shall be computed on the basis of the weighted average number of common shares of the legal acquiree (the accounting acquirer) outstanding during the period multiplied by the exchange ratio established in the merger agreement. The number of common shares outstanding from the acquisition date to the end of that period shall be the actual number of common shares of the legal acquirer (the accounting acquiree) outstanding during that period.

F - 11


TEC TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 
2.25

CONCENTRATIONS OF CREDIT RISK

4.

Cash includes demand deposits in accounts maintained at banks within the People’s Republic of China. Total cash in these banks as of September 30, 2011 and December 31, 2010 amounted to $3,348,408 and $2,088,297, of which no deposits are covered by insurance. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts.

Accounts receivable are derived from revenue earned from customers located primarily in the People’s Republic of China. We perform ongoing credit evaluations of customers and have not experienced any material losses to date.

The Company had 5 major customers whose revenue individually represented the following percentages of the Company’s total revenue:


   Three months ended  Three months ended  Nine months ended  Nine months ended 
   September 30, 2011  September 30, 2010  September 30, 2011  September 30, 2010 
 Customer A 65.53%  -  37.92%  - 
 Customer B 17.77%  20.23%  32.90%  31.91% 
 Customer C 11.07%  -  13.03%  - 
 Customer D 4.88%  -  6.85%  - 
 Customer E 0.75%  -  3.55%  - 
 Customer F -  45.42%  -  20.42% 
 Customer G -  -  -  18.11% 
 Customer H -  -  -  6.90% 
 Customer I -  -  -  6.84% 
 Customer J -  17.19%  -  - 
 Customer K -  5.26%  -  - 
 Customer L -  4.57%  -  - 
   100.00%  92.67%  94.25%  84.18% 

F - 12


TEC TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.25

CONCENTRATIONS OF CREDIT RISK (CONTINUED)

The company had 5 major customers whose accounts receivable balance individually represented of the Company’s total accounts receivable as follows:


   September 30, 2011  December 31, 2010 
 Customer A 30.88%  - 
 Customer B 21.41%  31.46% 
 Customer C 12.24%  - 
 Customer D 7.45%  16.73% 
 Customer E 6.44%  12.57% 
 Customer E -  9.89% 
 Customer F -  7.82% 
   78.42%  78.47% 

2.26

EARNINGS PER SHARE

 

As prescribed in ASC Topic 260 “Earning per Share, Basic Earnings per Share (“EPS”) is computed by dividing net income available to common stockholders by the weighted average number of common stock shares outstanding during the year. Diluted EPS is computed by dividing net income available to common stockholders by the weighted-average number of common stock shares outstanding during the year plus potential dilutive instruments such as stock options and warrants. The effect of stock options on diluted EPS is determined through the application of the treasury stock method, whereby proceeds received by the Company based on assumed exercises are hypothetically used to repurchase the Company’s common stock at the average market price during the period.

 

For the three months ended September 30, 20102011 and September 30, 2009,2010, basic and diluted earnings per share amount to $0.03$0.05 and $0.07,$0.03, respectively. For the nine months ended September 30, 20102011 and September 30, 2009,2010, basic and diluted earnings per share amount to $0.13$0.06 and $0.13, respectively.

 
2.27

FAIR VALUE OF FINANCIAL INSTRUMENTS

5.

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1   Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2   Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting.

Level 3   Pricing inputs that are generally observable inputs and not corroborated by market data.

F - 18


TEC TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.27

FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

The carrying amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses, approximate their fair values because of the short maturity of these instruments.

The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value as of September 30, 2011 or December 31, 2010, nor gains or losses are reported in the statement of income and comprehensive income that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the fiscal periods ended September 30, 2011 or 2010.

2.28

STOCK-BASED COMPENSATION

The Company adopted ASC Topic 718, “Compensation – Stock Compensation” and ASC Topic 505-50 “Equity – Based Payments to Non-Employees” using the fair value method. Under ASC Topic 718 and ASC Topic 505-50, stock compensation expenses is measured at the grant date on the value of the option or restricted stock and is recognized as expenses, less expected forfeitures, over the requisite service period, which is generally the vesting period.

On June 15, 2010, the Company issued, a warrant to purchase 80,000 shares at a price of $2.00 per share. The warrant vests in four equal installments on June 30th, September 30th, December 31st2010 and March 31stof 2011. In the event that the agreement is terminated prior to the vesting date, such portion of the warrant shall not vest and the holder of the warrant shall not be entitled to exercise such unvested portion of the warrant. The warrant expires on June 15, 2015.

2.29

RETIREMENT BENEFIT COSTS

PRC state managed retirement benefit programs are defined contribution programs and the payments to these programs are charged as expenses when employees have rendered service entitling them to the contribution.

2.30

ACCUMULATED OTHER COMPREHENSIVE INCOME

 

ASC Topic 220 “Comprehensive Income”establishes standards for reporting and displaying comprehensive income and its components in financial statements. Comprehensive income is defined as the change in stockholders’ equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. The comprehensive income for all periods presented includes both the reported net income and net change in cumulative translation adjustments.


18


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6.RECENT ACCOUNTING PRONOUNCEMENTS

In June 2009, the FASB approved the “FASB Accounting Standards Codification” (the “Codification”) as the single source of authoritative nongovernmental U.S. GAAP to be launched on July 1, 2009. The Codification does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all the authoritative literature related to a particular topic in one place. All existing accounting standard documents will be superseded and all other accounting literature not included in the Codification will be considered non-authoritative. The Codification is effective for interim and annual periods ending after September 15, 2009.

In August 2009, the FASB issued the FASB Accounting Standards Update No. 2009-04 “Accounting for Redeemable Equity Instruments - Amendment to Section 480-10-S99” which represents an update to section 480-10-S99, distinguishing liabilities from equity, per EITF Topic D-98, Classification and Measurement of Redeemable Securities. The Company does not expect the adoption of this update to have a material impact on its consolidated financial position, results of operations or cash flows.

In August 2009, the FASB issued the FASB Accounting Standards Update No. 2009-05 “Fair Value Measurement and Disclosures Topic 820 – Measuring Liabilities at Fair Value” , which provides amendments to subtopic 820-10, Fair Value Measurements and Disclosures – Overall, for the fair value measurement of liabilities. This update provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more of the following techniques: 1. A valuation technique that uses: a. The quoted price of the identical liability when traded as an asset b. Quoted prices for similar liabilities or similar liabilities when traded as assets. 2. Another valuation technique that is consistent with the principles of topic 820; two examples would be an income approach, such as a present value technique, or a market approach, such as a technique that is based on the amount at the measurement date that the reporting entity would pay to transfer the identical liability or would receive to enter into the identical liability. The amendments in this update also clarify that when estimating the fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of the liability. The amendments in this update also clarify that both a quoted price in an active market for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are Level 1 fair value measurements. The Company does not expect the adoption of this update to have a material impact on its consolidated financial position, results of operations or cash flows

In September 2009, the FASB issued the FASB Accounting Standards Update No. 2009-08 “Earnings Per Share – Amendments to Section 260-10-S99,” which represents technical corrections to topic 260-10-S99, Earnings per share, based on EITF Topic D-53, Computation of Earnings Per Share for a Period that includes a Redemption or an Induced Conversion of a Portion of a Class of Preferred Stock and EITF Topic D-42, The Effect of the Calculation of Earnings per Share for the Redemption or Induced Conversion of Preferred Stock . The Company does not expect the adoption of this update to have a material impact on its consolidated financial position, results of operations or cash flows.

In September 2009, the FASB issued the FASB Accounting Standards Update No. 2009-09 “Accounting for Investments -Equity Method and Joint Ventures and Accounting for Equity-Based Payments to Non-Employees.” This update represents a correction to Section 323-10-S99-4, “Accounting by an Investor for Stock-Based Compensation Granted to Employees of an Equity Method Investee.” Additionally, it adds observer comment, “Accounting Recognition for Certain Transactions Involving Equity Instruments Granted to Other Than Employees” to the Codification. The Company does not expect the adoption to have a material impact on its consolidated financial position, results of operations or cash flows.

19


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6.3.

RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

In September 2009, the FASB issued the FASB Accounting Standards Update No. 2009-12 “Fair Value Measurements and Disclosures Topic 820 – Investment in Certain Entities That Calculate Net Assets Value Per Share (or Its Equivalent),” which provides amendments to Subtopic 820-10, Fair Value Measurements and Disclosures- Overall, for the fair value measurement of investments in certain entities that calculate net asset value per share (or its equivalent). The amendments in this update permit a reporting entity, as a practical expedient, to measure the fair value of an investment that is within the scope of the amendments in this update on the basis of the net asset value per share of the investment (or its equivalent) if the net asset value of the investment (or its equivalent) is calculated in a manner consistent with the measurement principles of Topic 946 as of the reporting entity’s measurement date, including measurement of all or substantially all of the underlying investments of the investee in accordance with Topic 820. The amendments in this update also require disclosures by major category of investment about the attributes of investments within the scope of the amendments in this update, such as the nature of any restrictions on the investor’s ability to redeem its investments a the measurement date, any unfunded commitments (for example, a contractual commitment by the investor to invest a specified amount of additional capital at a future date to fund investments that will be make by the investee), and the investment strategies of the investees. The major category of investment is required to be determined on the basis of the nature and risks of the investment in a manner consistent with the guidance for major security types in U.S. GAAP on investments in debt and equity securities in paragraph 320-10-50-1B. The disclosures are required for all investments within the scope of the amendments in this update regardless of whether the fair value of the investment is measured using the practical expedient. The Company does not expect the adoption to have a material impact on its consolidated financial position, results of operations or cash flows.

In October 2009, the Financial Accounting Standards Board issued an Accounting Standards Update (“ASU”) regarding accounting for own-share lending arrangements in contemplation of convertible debt issuance or other financing. This ASU requires that at the date of issuance of the shares in a share-lending arrangement entered into in contemplation of a convertible debt offering or other financing, the shares issued shall be measured at fair value and be recognized as an issuance cost, with an offset to additional paid-in capital. Further, loaned shares are excluded from basic and diluted earnings per share unless default of the share-lending arrangement occurs, at which time the loaned shares would be included in the basic and diluted earnings-per-share calculation. This ASU is effective for fiscal years beginning on or after December 15, 2009, and interim periods within those fiscal years for arrangements outstanding as of the beginning of those fiscal years. The Company is currently assessing the impact of this ASU on its consolidated financial statements.

In December 2009, FASB issued ASU No. 2009-16, Accounting for Transfers of Financial Assets. This Accounting Standards Update amends the FASB Accounting Standards Codification for the issuance of FASB Statement No. 166,

Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140.The amendments in this Accounting Standards Update improve financial reporting by eliminating the exceptions for qualifying special- purpose entities from the consolidation guidance and the exception that permitted sale accounting for certain mortgage securitizations when a transferor has not surrendered control over the transferred financial assets. In addition, the amendments require enhanced disclosures about the risks that a transferor continues to be exposed to because of its continuing involvement in transferred financial assets. Comparability and consistency in accounting for transferred financial assets will also be improved through clarifications of the requirements for isolation and limitations on portions of financial assets that are eligible for sale accounting. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.

20


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6.

RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

In January 2010, FASB issued ASU No. 2010-01, “Accounting for Distributions to Shareholders with Components of Stock and Cash.” The amendments in this Update clarify that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in EPS prospectively and is not a stock dividend for purposes of applying Topics 505 and 260 (Equity and Earnings Per Share). The amendments in this Update are effective for interim and annual periods ending on or after December 15, 2009, and should be applied on a retrospective basis. The Company adopted this standard and has determined the standard does not have material effect on the Company’s consolidated financial statements.

In January 2010, FASB issued ASU No. 2010-02 regarding accounting and reporting for decreases in ownership of a subsidiary. Under this guidance, an entity is required to deconsolidate a subsidiary when the entity ceases to have a controlling financial interest in the subsidiary. Upon deconsolidation of a subsidiary, and entity recognizes a gain or loss on the transaction and measures any retained investment in the subsidiary at fair value. In contrast, an entity is required to account for a decrease in its ownership interest of a subsidiary that does not result in a change of control of the subsidiary as an equity transaction. This ASU clarifies the scope of the decrease in ownership provisions, and expands the disclosures about the deconsolidation of a subsidiary or de-recognition of a group of assets. This ASU is effective for beginning in the first interim or annual reporting period ending on or after December 31, 2009. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements In January 2010, FASB issued ASU No. 2010-02 – “Accounting and Reporting for Decreases in Ownership of a Subsidiary – a Scope Clarification.” The amendments in this Update affect accounting and reporting by an entity that experiences a decrease in ownership in a subsidiary that is a business or nonprofit activity. The amendments also affect accounting and reporting by an entity that exchanges a group of assets that constitutes a business or nonprofit activity for an equity interest in another entity. The amendments in this Update are effective beginning in the period that an entity adopts SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements – An Amendment of ARB No. 51.” If an entity has previously adopted SFAS No. 160 as of the date the amendments in this update are included in the Accounting Standards Codification, the amendments in this update are effective beginning in the first interim or annual reporting period ending on or after December 15, 2009. The amendments in this update should be applied retrospectively to the first period that an entity adopted SFAS No. 160. The Company adopted this standard and has determined it does not have material effect on the Company’s consolidated financial statements.

In January 2010, FASB issued ASU No. 2010-06 – “Improving Disclosures about Fair Value Measurements.” This Update provides amendments to Subtopic 820-10 that requires new disclosure as follows: 1) Transfers in and out of Levels 1 and 2. A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers. 2) Activity in Level 3 fair value measurements. In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number). This Update provides amendments to Subtopic 820-10 that clarify existing disclosures as follows: 1) Level of disaggregation. A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. A reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities. 2) Disclosures about inputs and valuation techniques. A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The Company is currently evaluating the impact of this ASU, however, the Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.

21


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6.

RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

In February 2010, the FASB issued Accounting Standards Update 2010-09, “Subsequent Events (Topic 855): Amendments to Certain Recognition and Disclosure Requirements,” or ASU 2010-09. ASU 2010-09 primarily rescinds the requirement that, for listed companies, financial statements clearly disclose the date through which subsequent events have been evaluated. Subsequent events must still be evaluated through the date of financial statement issuance, however, the disclosure requirement has been removed to avoid conflicts with other SEC guidelines. ASU 2010-09 was effective immediately upon issuance and was adopted in February 2010.

  

In April 2010,2011, the FASB issued Accounting Standards Update 2010-13, “Compensation—Stock CompensationASU No. 2011-03,Transfers and Servicing (Topic 718)860): EffectReconsideration of DenominatingEffective Control for Repurchase Agreements(ASU 2011-03), intended to improve financial reporting of repurchase agreements and refocus the Exercise Priceassessment of effective control on a Share-Based Payment Awardtransferor’s contractual rights and obligations rather than practical ability to perform those rights and obligations. The guidance in the Currency of the Market in Which the Underlying Equity Security Trades,” or ASU 2010-13. ASU 2010-13 provides amendments to Topic 718 to clarify that an employee share-based payment award with an exercise price denominated in currency of a market in which a substantial porting of the entity’s equity securities trades should not be considered to contain a condition that2011-03 is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The amendments in this Update are effective for fiscal years, andthe first interim periods within those fiscal years,or annual period beginning on or after December 15, 2010. The2011.The Company does not expect the adoption of ASU 2010-172011-03 to have a significant impact on its consolidated financial statements.

  

In April 2010,May 2011, the FASB issued Accounting Standard Update 2010-17, “Revenue Recognition—Milestone Method (Topic 605): Milestone Method of Revenue Recognition” or ASU 2010-17No. 2011-04,Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs(ASU 2011-04).This Update provides guidance on ASU 2011-04 represents the recognition of revenue under the milestone method, which allows a vendor to adopt an accounting policy to recognize allconverged guidance of the arrangement consideration that is contingentFASB and the International Accounting Standards Board (IASB) on the achievementfair value measurement. A variety of a substantive milestone (milestone consideration)measures are included in the periodupdate intended to either clarify existing fair value measurement requirements, change particular principles requirements for measuring fair value or for disclosing information about fair value measurements. For many of requirements, the milestone is achieved. The pronouncementFASB does not intend to change the application of existing requirements under Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements. ASU 2011-04 is effective for interim and annual periods beginning after December 15, 2011 and early application is not permitted. The Company is evaluating the impact adoption of ASU 2011-04 and does not expect the adoption of ASU 2011-04 will have significant impact on its consolidated financial statements.

F - 18


TEC TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3.

RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

In June 2011, the FASB issued ASU No. 2011-05,Presentation of Comprehensive Income(ASU 2011-05), intended to increase the prominence of items reported in other comprehensive income and to facilitate convergence of accounting guidance in this area with that of the IASB. The amendments require that all non-owner changes in stockholders’ equity be presented in a prospective basissingle continuous statement of comprehensive income or in two separate but consecutive statements. Amendments under ASU 2011-05 for milestones achieved inpublic entities should be applied retrospectively for fiscal years, and interim periods within those years, beginning on or after JuneDecember 15, 2010.2011. The Company is evaluating the impact adoption of ASU 2010-172011-05 and does not expect the adoption of ASU 2011-05 will have any significant impactsimpact on theits consolidated financial statements.


4.

INCOME TAXES

  
7.

INCOME TAXESNo provision for income taxes in the United States has been made as the Company has no income taxable in the United States.

  

No Hong Kong corporate income tax has been provided in the financial statements, as TECTECT did not have any assessable profits for the nine months ended September 30, 20102011 and September 30, 2009.2010.

  

Beginning January 1, 2008, the new Enterprise Income Tax (“EIT”) law replaced the existing laws for Domestic Enterprises (“DEs”) and Foreign Invested Enterprises (“FIEs”). The new standard EIT rate of 25% replaced the 33% rate currently applicable to both DEs and FIEs. The Company is currently evaluating the impact that the new EIT will have on its financial condition. Beginning January 1, 2008, China unified the corporate income tax rule on foreign invested enterprises and domestic enterprises. The unified corporate income tax rate is 25%.

  

Provision for income tax of the Company’scompany’s subsidiary ATEC iswas made at the unified EIT rate of 25% for the nine monthsyear ended September 30,December 31, 2010 but ATEC is entitled to a refund of 10% according to local preferential tax policy for manufacturemanufacturing of high technology products for the three years from January 1, 2010 to December 31, 2013. Therefore, the provision for income tax of the Company’scompany’s subsidiary ATEC iswas made at the local preferential EIT rate of 15% for the nine monthsyear ended September 30,December 31, 2010.

  

The Company’scompany’s subsidiaries ZTEC and Shuncheng TaidaSTT have not yet commenced operations,their business, therefore no provision for income taxes has been made for the three months ended and nine months ended September 30, 2011 and 2010.

  

The following table reconciles the U.S statutory rates to the Company’scompany��s effective tax rate for the three months ended and nine months ended September 30, 2010:2011:


22


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7.

INCOME TAXES (CONTINUED)


   Nine months ended2011 
  September 30, 2010
$  
 U.S. Statutory rates 34%34%
 Foreign income not recognized in USA (34(34))%
Hong Kong profits tax16.5
Offshore income not recognized in Hong Kong(16.5)%
 China Enterprise income taxe rate for high technology 15%15
15%

F - 18


TEC TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4.

INCOME TAXES (CONTINUED)

 
Total provision

Provision for income taxes is as follows:


   Three months ended  Three months ended  Nine months ended  Nine months ended 
   September 30, 2011  September 30, 2010  September 30, 2011  September 30, 2010 
 Income tax            
  HGHN - US corporate tax$ - $ - $ - $ - 
  TECT - Hong Kong profits tax -  -  -  - 
  ATEC - China EIT 257,753  151,535  339,043  538,396 
  ZTEC and STT - China EIT -  -  -  - 
 Deferred tax -  -  -  - 
  $ 257,753 $ 151,535 $ 339,043 $ 538,396 

5.

CASH AND CASH EQUIVALENTS


   September 30, 2011  December 31, 2010 
 Cash and bank balances$ 3,375,312 $ 2,526,710 

6.15%

RESTRICTED CASH

 

The Company’s restricted cash consists of bank time deposits in the bank as security deposits for the completion of certain projects of the company. The Company is required to keep certain amounts on deposit that are subject to withdrawal restrictions. Restricted cash amounted to $69,291 and $1,164,598 as of September 30, 2011 and December 31, 2010, respectively.


Provision

7.

ACCOUNTS RECEIVABLE

The Company has performed an analysis on all of its accounts receivable and determined that all amounts are probable of collection within one year. As such, all trade receivables are reflected as a current asset and no additional allowance for doubtful debt has been recorded for the three months and the nine months ended September 30, 2011 and 2010. Bad debts written off for the three months and nine months ended September 30, 2011 and 2010 were $0.

Aging of accounts receivable is as follows:


 September 30, 2011December 31, 2010
       
within 3 month$11,792,292 $13,658,262 
over 3 months and within 6 months 4,348,792  356,438 
over 6 months and within 1 year 3,997,459  343,298 
over 1 year 111,242  68,354 
  20,249,785  14,426,352 
Less: Allowance for doubtful accounts (70,000)  (70,000) 
 $20,179,785 $14,356,352 

Accounts receivable includes the amounts of $8,911,822 (12.31.2010: $3,151,959) that were factored to the Industrial and Commercial Bank, PRC and China Construction Bank, PRC for income taxes is as follows:collection.

   Three months ended  Three months ended  Nine months ended  Nine months ended 
   September 30, 2010  September 30, 2009  September 30, 2010  September 30, 2009 
              
 Income tax            
  TEC - Hong Kong profits tax$ - $ - $ - $ - 
  ATEC - China EIT 151,535  450,585  538,396  847,396 
  ZTEC and STD - China EIT -  -  -  - 
 Deferred tax -  -  -  - 
  $ 151,535 $ 450,585 $ 538,396 $ 847,396 


F - 18


TEC TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8.

INVENTORY

Inventory consists of the followings:


   September 30, 2011  December 31, 2010 
 Raw materials$ 3,626,144 $ 2,590,642 
 Consumables 237,475  - 
 Work in progress 2,249,396  2,644,432 
  $ 6,113,015 $ 5,235,074 

9.

DEPOSITS AND PREPAID EXPENSES


 

 

 September 30, 2011  December 31, 2010 
 

Guarantee and utility deposits

$ 1,410,970 $ 828,170 
 

Deposit for acquistion of land use rights

 -  518,753 
 

Land levelling, design fees and stamp duty prepaid expenses

 494,685  3,110,145 
 

Prepaid expenses

 514,101  91,091 
 

Advances to suppliers and services providers

 1,313,279  874,436 
 

Prepayment for purchase of property and equipment

 20,025  2,269 
 

Advances to logistic service providers

 339,128  14,715 
  $ 4,092,188 $ 5,439,579 

Guarantee deposits are provided to financial institutions in return for issuance of a corporate guarantee to financiers. Advances to suppliers are down payments or deposits for inventory purchases. The inventory and services are normally delivered and rendered within one to two months after the payments. ZTEC acquired land use rights for new land in the PRC and paid deposits for the acquisition of land use rights, ZTEC also prepaid land leveling, design fees and stamp duty fees.

10.

OTHER RECEIVABLES


   September 30, 2011  December 31, 2010 
 Due from employees$ 1,401,277 $ 963,416 
 Due from third parties 1,401,153  661,156 
 Others 1,467  1,467 
  $ 2,803,897 $ 1,626,039 

Due from employees are the amounts advanced for business transactions on behalf of the Company and will be reconciled on the completion of the business transactions. Due from third parties are unsecured advances, interest free and without fixed terms of repayment and are for specific business purposes.

F - 21


TEC TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11.

TAXES RECOVERABLE


   September 30, 2011  December 31, 2010 
 VAT recoverable$ 17,391 $ 2,389 

12.

PROPERTY AND EQUIPMENT


   September 30, 2011  December 31, 2010 
 Buildings$ 2,669,359 $ 2,584,596 
 Plant and machinery 1,493,790  1,351,729 
 Furniture, fixtures and office equipment 151,558  123,716 
 Motor vehicles 417,102  294,812 
   4,731,809  4,354,853 
 Less: Accumulated depreciation (845,996) (564,088)
 Net book value$ 3,885,813 $ 3,790,765 

Depreciation expense was $91,613 and $77,164 for the three months ended September 30, 2011 and 2010, respectively. Depreciation expense was $259,193 and $207,350 for the nine months ended September 30, 2011 and 2010, respectively.

13.

LAND USE RIGHTS

Private ownership of land is not permitted in the PRC. The Company has acquired the land use rights to three parcels located at Xinqiao Industrial Park, Jingde Country, Anhui Province. The total cost of these land use rights of ATEC was $2,112,867 and the land use rights will expire in 2056, 2058 and 2058, respectively. The Company has acquired the land use right to an additional parcel located at Songxi Village, Xindeng Town, Fuyang City, Hangzhou City, Zhejiang Province. The total cost of these land use rights of ZTEC was $5,781,780 and the land use right will expire in 2061.


   September 30, 2011  December 31, 2010 
Cost$8,200,846$2,178,255
 Less: Accumulated amortization (143,722) (106,484)
 Net book value$ 8,057,124 $ 2,071,771 

Land use rights are amortized on the straight line basis over their respective lease periods. The lease period of land use rights located in an industrial park zone is 50 years.

Amortization expense was $11,068 and $10,593 for the three months ended September 30, 2011 and 2010, respectively. Amortization expense was $33,745 and $31,779 for the nine months ended September 30, 2011 and 2010, respectively.

F - 21


TEC TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

14.

CONSTRUCTION IN PROGRESS


   September 30, 2011  December 31, 2010 
 Construction of office building and workshops$ 2,258,450 $ 473,355 

15.

OTHER PAYABLES AND ACCRUED EXPENSES


 September 30, 2011December 31, 2010
 

Due to former sole stockholder and his affiliates

$ 2,319,114 $ 2,789,568 
 

Due to third parties

 1,088,772  603,824 
 

Due to construction material and building service providers

 542,548  - 
 

Due to employees

 178,168  8,359 
 

Accrued expenses

 555,153  92,607 
  $ 4,683,755 $ 3,494,358 

Due to former sole stockholder and his affiliates, due to third parties and employees are unsecured, interest free and without a fixed term of repayment and are for unspecific business purposes.

16.

TAXES PAYABLE


 September 30, 2011December 31, 2010
 Enterprise income tax payable$ 253,548 $ 42,557 
 VAT payable 163,984  - 
 Individual income tax payable 3,230  2,051 
  $ 420,762 $ 44,608 

F - 21


TEC TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

17.

SHORT TERM BORROWINGS

  

There are no provisions in the Company’s bank borrowings that would accelerate repayment of debt as a result of a change in credit ratingratings or a material adverse change in the Company’s business. Under certain agreements, the Company has the option to retire debt prior to maturity, either at par or at a premium over par.


 

 

 Interest rate  Maturity date  September 30, 2011   December 31, 2010 
 

Industrial and Commercial Bank, Longshou Branch, PRC

 6.06% -
6.71%
  From December 15, 2011 to March 23, 2012 $ 3,905,000*^ $ 3,864,182 
 

China Merchant Bank, Heifei branch, PRC

 6.94%  October 29, 2011  1,562,000+  1,512,400 
 

China Merchant Bank, Heifei branch, PRC

 5.56%  November 22, 2011  -   4,537,200 
 

China Merchant Bank, Heifei branch, PRC

 7.32%  February 10, 2012  2,343,000^  - 
 

China Everbright Bank, Heifei branch, PRC

 5.56%  November 22, 2011  4,686,000+  - 
 

Huishang Bank, Xuancheng branch, PRC

 7.88%  February 16, 2011  -   3,024,800 
 

Huishang Bank, Xuancheng branch, PRC

 7.88%  February 16, 2012  2,030,600*  - 
 

Huishang Bank, Xuancheng branch, PRC

 8.20%  April 11, 2012  4,686,000*  - 
 

Huishang Bank, Xuancheng branch, PRC

 8.53%  August 5, 2012  1,093,400*  - 
 

China Construction Bank, Jingde branch, PRC

 5.85%  November 3, 2011  2,382,325^  - 
 

China Construction Bank, Jingde branch, PRC

 6.10%  January 8, 2012  740,388^  - 
 

 

     $ 23,428,713  $ 12,938,582 

* secured by land use rights

   September 30, 2010  December 31, 2009 
        
 Loan from Industrial and Commercial Bank, Jingde Country Branch, PRC$ 4,124,235 $ 4,041,585 
 

Interest rate 7.47% per annum with personal guarantees of Messr. ChunLu and YiPing Zhu

    
 Huishang Bank, Hefei branch, PRC -  2,200,500 
 China Merchant Bank, Heifei branch, PRC -  1,173,600 
 China Everbright Bank, Heifei branch, PRC 4,491,000  4,401,000 
 

Interest rate 5.31% per annum with corporate and personal guarantees of Zhongrung Trust Investment Co Ltd and Messr. ChunLu andYiPing Zhu

    
 Huishang Bank, Xuancheng branch, PRC 2,994,000  682,304 
 The Economic Standing Committee of Jinde Country, PRC -  234,720 
  $ 11,609,235 $ 12,733,709 

23


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS+ secured by third party’s guarantee
^ secured by accounts receivable

9.18.

CUSTOMER DEPOSITS

Customer deposits represent amounts advanced by customers for orders of product. The products normally are shipped within three months after receipt of the advance payment and the related sale is recognized in accordance with the Company’s revenue recognition policy. As of September 30, 2011 and December 31, 2010, customer deposits amounted to $1,140,085 and $80,331, respectively.

19.

COMMON STOCK

  

The Company has authorized Preferred “B” stock of 10,000,000 shares with a par value of $0.001. As of September 30, 20102011 and December 31, 2009,2010, the Companycompany has no shares ofnot issued any preferred stock issued and outstanding. shares.

The Company has authorized common stock of 300,000,000 shares with a par value of $0.001. As of September 30, 2010, the Company has 30,181,552 shares of common stock issued and outstanding.

  
10.

On May 4, 2010, the Company issued 19,194,421 shares of common stock to the sole shareholder of TECT in exchange for 10,000 shares of TECT, which was all the issued and outstanding capital stock of TECT.

As a result of the reverse merger, the equity account of the Company, prior to the share exchange date, has been retroactively restated so that the ending outstanding share balance as of the share exchange date is equal to the number of post share-exchange shares.

As of each of September 30, 2011, and December 31, 2010, the Company had outstanding 30,181,552 shares of issued common stock, with a par value of $0.001 per share.

F - 21


TEC TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

20.

COMMITMENTS AND CONTINGENCIES

  

Total lease expenses for the three months ended September 30, 2011 and 2010 was $20,140 and September 30, 2009 were $16,966 and $nil,$10,966, respectively. Total lease expensesexpense for the nine months ended September 30, 2011 and 2010 was $43,620 and September 30, 2009 were $22,309, and $nil, respectively. Future

The future minimum lease payments as of September 30, 20102011 and December 31, 20092010 were $nil.$0.

  

From time to time and in the ordinary course of business, the Company may be subject to various claims, charges, and litigation. As of September 30, 20102011 and December 31, 2009,2010, the Company did not have any pending claims, charges, or litigation that it expects would have a material adverse effect on its consolidated balance sheets, consolidated statements of income or cash flows.

  
11.

The Company has entered into two separate agreements that would require the Company to pay liquidated damages if the Company failed to perform under the agreements. The amount of the potential damages is listed below:


   September 30, 2011  December 31, 2010 
        
 Liquidated damages for      
   - investment relation service with CCG$ 90,000 $ 90,000 

21.

STOCK OPTIONS & WARRANTS

The Company accounts for its stock options and warrants in accordance with ASC Topic 718, “Compensation – Stock Compensation” and ASC Topic 505-50 “Equity – Based Payments to Non-Employees” which were adopted by the Company on June 15, 2010. The company issued a warrant to CCG Investor Relations Partners LLC (“CCG”), an investor relations firm, for the purchase of 80,000 shares of the Company’s common stock at an exercise price of $2.00 per share. The warrant vested in four equal installations on June 30 , September 30, December 31 of 2010 and March 31, 2011. The warrant will expire on June 15, 2015.

The Company determines the estimated fair value of share-based awards using the Black-Scholes option-pricing model. The Black-Scholes model is affected by the Company’s stock price as well as by assumptions regarding certain complex and subjective variables. These variables include, but are not limited to; the Company’s expected stock price volatility over the term of the awards and the actual and projected option exercise behaviors. The Company calculated a stock based compensation of $93,800 and recognized $93,800 in stock based compensation expense for the nine months ended September 30, 2011. As of September 30, 2011 and December 31, 2010, the prepaid compensation expense amount was $0 and $31,600, respectively.

The initial value of the warrants was determined using the Black-Scholes model using the following assumptions:


.Expected volatility of 125%
.Risk-free interest rate of 3%
.Year to maturity of 5 years
.Market price at issuance date of $3.50
.Strike price of $2.00

The value of the warrants was based on the Company’s common stock price of $3.50 on the date the warrants were issued. The warrants were valued at $186,000 when they vested in four equal installations on June 30 , September 30, December 31 of 2010 and March 31, 2011.

F - 24


TEC TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

21.

STOCK OPTIONS & WARRANTS (CONTINUED)


   Number of shares       
   entitled to purchase  Exercise Price  Expiration date 
 Issued on June 15, 2010 80,000 $2.00  June 15, 2015 
           
 Balance as of September 30, 2011 80,000 $2.00    
 Warrants exercised -  2.00    
 Warrants expired -  2.00    
           
 Total outstanding as of September 30, 2011 80,000  2.00  June 15, 2015 

Utilizing the Black Scholes option-pricing model, the share based compensation expense for the three months ended September 30, 2011 and 2010; the amounts were $0 and $0, respectively. The share based compensation expense for the nine months ended September 30, 2011 and 2010 were $93,800 and $0, respectively.

22.OBLIGATION UNDER MATERIAL CONTRACTS

CCG was issued a warrant to purchase up to 80,000 shares of the Company’s stock, at a price of $2.00 per share, pursuant to the terms and conditions of a letter agreement, dated June 20, 2010, between the Company and CCG. CCG's right to exercise its warrant will vest in four equal portions, with the first portion vesting on June 20, 2010, and the remaining portions vesting on September 30, 2010, December 31, 2010 and March 31, 2011, respectively. The warrant has a term of 5 years and will expire on June 15, 2015. The warrant contains a $90,000 liquidated damage provision for breach of such exclusivity. As of September 30, 2011 and December 31, 2010, CCG had not exercised the warrant.

23.PRODUCT LINE INFORMATION

  

The Company sells towers, which are used by customers in various industries. The production process, class of customer, selling practice and distribution process are the same for all towers. The Company’s chief operating decision-makers (i.e. chief executive officer and his direct reports)other members of management) review financial information presented on a consolidated basis, accompanied by disaggregated information about revenues by product lines for purposes of allocating resources and evaluating financial performance. There are no segment managers who are held accountable for operations, operating results and plans for levels or components below the consolidated unit level. The Company considers itself to be operating within one reportable segment. The Company does not have long-livedlong- lived assets located in foreign countries. The Company's net revenue from external customers by main product lines is as follows:



   Three months ended  Three months ended    Nine months ended  Nine months ended 
   September 30, 2010  September 30, 2009  September 30, 2010  September 30, 2009 
              
 Domestic sales            
  Communication towers$ 1,550,889 $ 5,576,419 $ 8,628,648 $ 7,888,561 
  Electricity supply towers 4,882,728  360,203  11,808,089  4,315,236 
 Export sales            
  Communication towers 814,393  30,766  1,050,491  30,766 
  Electricity supply towers 37,605  769,241  405,366  909,586 
  $ 7,285,615 $ 6,736,629 $ 21,892,594 $ 13,144,149 
   Three months ended  Three months ended  Nine months ended  Nine months ended 
   September 30, 2011  September 30, 2010  September 30, 2011  September 30, 2010 
              
 Domestic sales            
  Communication towers$ 2,049,173 $ 1,550,889 $ 6,887,140 $ 8,628,648 
  Electricity supply towers 1,827,445  4,882,728  4,457,273  11,808,089 
   3,876,618  6,433,617  11,344,413  20,436,737 
 Export sales            
  Communication towers 17,647  814,393  734,349  1,050,491 
  Electricity supply towers 7,416,327  37,605  7,418,371  405,366 
   7,433,974  851,998  8,152,720  1,455,857 
 Technical service income 54,056  -  62,659  - 
 $ 11,364,648 $ 7,285,615 $ 19,559,792 $ 21,892,594 


F - 24


TEC TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

12.24.

RELATED PARTIES TRANSACTIONS

For the three months ended September 30, 2010 and September 30, 2009, there was cash and non-cash compensation of $13,239 and $330, respectively awarded to, earned by, or paid to any of the Company’s executive officers or directors. For the nine months ended September 30, 2010 and September 30, 2009, there was cash and non-cash compensation of $17,698 and $990, respectively awarded to, earned by, or paid to any of the Company’s executive officers or directors.

  

In addition to the transactions and balances as disclosed elsewhere in these consolidated financial statements, during the period, the Company had no other significant related party transactions.

13.

SUBSEQUENT EVENTStransactions during the reporting periods.

  

As required by ASC Topic 855 “Subsequent Events,”On January 13, 2010, the Company has evaluated subsequent events that have occurred through November 15, 2010,entered into and closed a share purchase agreement with Mr. Michael Anthony, the dateCEO of the consolidated financial statements were issued.Company at the time, and certain accredited purchasers signatory thereto, pursuant to which the Company sold an aggregate of 10,880,000 shares of the Company’s common stock for a total of $225,000. Simultaneously with and as a condition to the closing of the share purchase agreement, the Company re-purchased 10,880,000 common shares from Corporate Services International Profit Sharing and Century Capital Partners, LLC, which are both beneficially owned by Mr. Anthony, for an aggregate purchase price of $225,000.


24


 Name of related partyNature of transactions
Mr. Chun Lu, CEO, Chairman and his affiliates

Included in other payable, due to former stockholder and its affiliates were $2,319,114 and $2,789,568 as of September 30, 2011 and December 31, 2010, respectively. The amounts are unsecured, interest free and have no fixed term of repayment.

F - 25



ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS.

Special Note Regarding Forward Looking Statements

In addition to historical information, this report contains forward-looking statements contained herein include “forward-looking statements” within the meaning of such term in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to, the factors described in the section captioned “Risk Factors” in our Current Report on Form 8-K, filed with the SEC on May 10, 2010. In some cases, you can identify forward-looking statements by termsWe use words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,“anticipate,“may,“project,” “target,” “plan,” “potential,“optimistic,“predict,“intend,“project,“aim,“should,” “will,” “would” and“will” or similar expressions which are intended to identify forward-looking statements. Forward-lookingSuch statements reflect our current views with respect toinclude, among others, those concerning 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 eventsoperations; any statements regarding future economic conditions or performance; as well as all assumptions, expectations, predictions, intentions or beliefs about future events. You are cautioned that any such forward-looking statements are not guarantees of future performance and are based on assumptions and subject toinvolve risks and uncertainties. Given these uncertainties, you should not place undue relianceincluding those identified in Item 1A “Risk Factors” included in our Annual Report on theseForm 10-K for the year ended December 31, 2010, as well as assumptions, which, if they were to ever materialize or prove incorrect, could cause the results of the Company to differ materially from those expressed or implied by such forward-looking statements.

Also,Readers are urged to carefully review and consider the various disclosures made by us in this report and our other filings with the SEC. These reports attempt to advise interested parties of the risks and factors that may affect our business, financial condition and results of operations and prospects. The forward-looking statements represent our estimates and assumptionsmade in this report speak only as of the date hereof. Excepthereof and we disclaim any obligation, except as required by law, we assume no obligation to updateprovide updates, revisions or amendments to any forward-looking statements publicly,to reflect changes in our expectations 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.future events.

Use of Terms

Except aswhere the context otherwise indicated by the contextrequires and for the purposes of this report only, references in this report to:only:

Overview of our Business

Through our indirect Chinese subsidiary, TEC Tower, weWe are primarily engaged in the design, production and sale of transmission towers and related products used in high voltage electric power transmission and wireless communications. We sell our tower products to prime contractors on large transmission projects for electric utility companies or telecommunications service providers, who are developing and constructing projects for end customers. Our electric transmission towers currently support 35kv, 110kv, 220kv, and 500kv transmission lines and we plan to build towers that support Ultra High Voltage (UHV) tower lines of 750+kv DC or 1000+kv AC transmission lines. Our wireless communication towers include single-tube towers, 4-strut towers and roof top towers for the 2G, 3G, and microwave market. We plan to expand our business in the near future to enter the communication base station system integration market and to offer tower installation and maintenance services. Our towers are primarily made of steel, but some contain aluminum or other alloy materials.

252


Our revenues currently are, and historically have been, generated from the sale of our tower products. In the future, we expect to offer installation and maintenancetechnical services that we believe will generate an additional revenue stream,stream; however, to date we have not yet generated no material revenues from such services.

Our headquarters are located in Anhui Province in southeastern China and our international sales network is primarily operated from our branch officeoffices in the Shenzhen Special Economic Zone.Zone and Beijing.

Overview of Quarterly ResultsThird Quarter Financial Performance Highlights

The following summarizes certain key financial information for the third quarter.quarter of 2011:

Results of Operations

Comparison of Three Months Ended September 30, 20102011 and September 30, 20092010

The following table shows key components of our results of operations during the three months ended September 30, 20102011 and 2009,2010, in both dollars and as a percentage of our total sales.revenues.

  Three Months Ended  Three Months Ended 
  September 30, 2010
(unaudited)
  September 30, 2009
(unaudited)
 
  Dollars  Percent of  Dollars  Percent of 
  (in millions)  Revenues  (in millions)  Revenues 
             
Revenues$ 7.29  100.0% $ 6.74  100.0% 
Cost of goods sold 5.36  73.5%  4.66  69.1% 
Gross profit 1.93  26.5%  2.08  30.9% 
Selling and marketing expenses (0.34) (4.6%) (0.03) (0.5%)
General and administrative expenses (0.29) (4.0%) (0.22) (3.3%)
Net income from operations 1.30  17.8%  1.83  27.1% 
Other income (expenses)            
     Government grant 0.01  0.1%  0.04  0.7% 
     Other income 0.00  0.0%  0.01  0.2% 
     Interest expense (0.30) (4.1%) (0.14) (2.0%)
Net other income (expenses) (0.29) (4.0%) (0.08) (1.2%)
Net income before provision for income taxes 1.01  13.9%  1.75  25.9% 
Provision for income taxes (0.15) (2.1%) (0.45) (6.7%)
Net income 0.86  11.8%  1.29  19.2% 
Foreign currency translation adjustment 0.01  0.2%  (0.04) (0.6%)
Comprehensive income$ 0.8712.0% $1.2518.6%

26


 

 Three Months Ended  Three Months Ended 

 

 September 30, 2011  September 30, 2010 

 

    Percent of     Percent of 

 

 Dollars  Revenues  Dollars  Revenues 

Revenues

$ 11,364,648  100.00% $ 7,285,615  100.00% 

Cost of good sold

 8,418,882  74.08%  5,355,307  73.51% 

Gross profit

 2,945,766  25.92%  1,930,308  26.49% 

Selling and marketing expenses

 (438,939) (3.86%) (337,423) (4.63%)

General and administrative expenses

 (378,165) (3.33%) (293,389) (4.03%)

Net income from operations

 2,128,662  18.73%  1,299,496  17.84% 

Other income (expenses)

            

     Government grant

 1,421  0.01%  10,798  0.15% 

     Other income

 2,123  0.02%  -  - 

     Interest expense

 (465,391) (4.09%) (299,865) (4.12%)

Net other income (expenses)

 (461,847) (4.06%) (289,067) (3.97%)

Net income before provision for income taxes

 1,666,815  14.67%  1,010,429  13.87% 

Provision for income taxes

 (257,753) (2.71%) (151,535) (2.08%)

Net income

 1,409,062  11.96%  858,894  11.79% 

Foreign currency translation gain

 151,543  1.33%  12,462  0.17% 

Comprehensive income

$ 1,560,605  13.29% $ 871,356  11.96% 

Revenues. Our revenues are mainly generated from sales of our tower products..products. Our revenues increased $0.55$4.08 million, or 8.1%55.96%, to $7.29$11.36 million for the three months ended September 30, 20102011 from $6.74$7.29 million during the same period in 2009.2010. For the three month period ended September 30, 2010, 68%2011, approximately 81.34% of revenue cameour revenues were generated from sales to customers in the energy industry and 32%approximately 18.19% were generated from sales to communications industry customers. The year-over-yearperiod-over-period increase in revenuerevenues resulted mainly from an increase by 498%of approximately 87.87% in sales revenuerevenues generated by sales of energy transmission towers as compared to the same period in 2009,2010 which more than offset a decrease of 61%approximately 18.79% in sales revenuerevenues generated by sales of communications towerstowers. In this quarter, we benefited from our strategic efforts in expanding international markets as well as a modest decrease in our per unit pricing.generated approximately $7.4 million from overseas orders for energy transmission towers.

3


Cost of goods sold. Our cost of goods sold includes the direct costs of our raw materials, primarily steel, as well as the cost of labor and overhead. Our cost of goods sold increased $0.70$1.01 million, or 15.0%18.88%, to $5.36$8.42 million in the three months ended September 30, 2010,2011, from $4.66$5.36 million during the same period in 2009. The2010. We believe the dollar increase resulted from higher raw material costsin cost of goods sold was generally in line with the increase in sales volume and increased sales volume.revenues. As a percentage of revenues, our cost of goods sold increased approximately 4.4%slightly to 73.5% for74.08% in the three months ended September 30, 20102011 from 69.1% during73.51% for the same period in 2009. Our raw material costs increased during the period outpacing the pricing increases on tower sales. Since the price of tower products is based on the cost-plus structure, we expect that the increase in the cost of raw materials will be passed onto customers in the future.last year.

Gross profit and gross margin. Our gross profit is equal to the difference between our revenue and our cost of goods sold. Our gross profit decreased $0.15increased $1.01 million, or 7.3%52.61%, to $1.93$2.94 million in the three months ended September 30, 2010,2011, from $2.08$1.93 million during the same period in 2009.2010. The dollar increase was mainly due to the increase of sales volume and revenues. Gross profit as a percentage of revenue (gross margin) was 26.5%25.92% and 30.9%26.49% for three months ended September 30, 2011 and 2010, and 2009, respectively. Gross profit decreased mainlyAlthough our overseas orders generally had higher gross margins, gross margins for our domestic orders remained constrained due to increased costcontinuing increases of goods soldsteel prices, which is our primary raw material, and a decrease in per unit price of our tower products from the same period last year.market competition.

Selling and marketing expenses. Our selling and marketing expenses consist primarily of compensation and benefits to our sales and marketing staff, sales commission, cost of advertising, promotion, business travel, after-sale support, transportation costs and other sales related costs. InOur selling and marketing expenses increased $0.10 million, or 30.09%, to $0.44 million in the three months ended September 30, 2010, our selling and marketing expenses rose to2011, from $0.34 million from $0.03 million during the same period in 2009. The2010. Such increase in costs was largely attributable to compensationincreased sales volume and related start up costs associated with the establishment and expansion of our sales team in Shenzhen targeting international emerging markets.continuing marketing efforts.

General and administrative expenses. General and administrative expenses consist primarily of compensation and benefits to our general management, finance and administrative staff, professional advisor fees, bad debts reserve and other expenses incurred in connection with general operations. In the three months ended September 30, 2010, ourOur general and administrationadministrative expenses rose to $0.29increased $0.09 million, or 30.7%, from $0.22 million during the same period in 2009. The increase in costs was attributable to increased professional fees associated with our public reporting company status.

Interest expense.Interest expense increased $0.16 million, to $0.30 million, or 119%, for the three months ended September 30, 2010, from $0.14 million during the same period in 2009, mainly because our outstanding borrowings in third quarter of 2010 were higher than in the same period of 2009. In addition, interest expense during the third quarter of 2010 also included the costs of loan guarantees given by us for the benefit of third parties.

Income before Income Taxes. Our income before income taxes decreased by $0.74 million, or 42.1%31.03%, to $1.01$0.38 million in the three months ended September 30, 2010,2011, from $1.75$0.29 million during the same period in 2009.2010. Such increase was mainly attributable to increased labor costs.

Interest expense.Interest expense increased $0.16 million, or 55.33%, to $0.46 million for the three months ended September 30, 2011, from $0.30 million during the same period in 2010. Such increase was mainly due to the increase in our outstanding short term loans and annual interest rate.

Income Taxesbefore income taxes. Our income before income taxes increased $0.66 million, or 64.96%, to $1.67 million for the three months ended September 30, 2011, from $1.01 million during the same period in 2010, as a result of the factors described above.

Provision for income taxes. Our income tax provisions decreased by $0.30increased $0.16 million, or 66.4%106.67%, to $0.26 million for the three months ended September 30, 2011, from $0.15 million during the same period in 2010, mainly due to increase in taxable income.

Net income. We generated a net income of $1.41 million in the three months ended September 30, 2010,2011, an increase of $0.55 million, or 63.95%, from $0.45$0.86 million during the same period in 2009. Since January 2010, TEC has qualified as a government recognized high-tech enterprise and has since been enjoying a tax rate reduction from 25% to 15%.cumulative effect of all factors discussed above.

Net Income. In the three months ended September 30, 2010, our net income was $0.86 million, a decrease of $0.43 million, or 33.7%, from $1.29 million during the same period in 2009. This decrease was primarily attributable to a combination of higher cost of goods sold and increased expenses from selling and marketing to international emerging markets.

27


Comparison of Nine Months Ended September 30, 20102011 and September 30, 20092010

The following table shows key components of our results of operations during the nine months ended September 30, 20102011 and 2009,2010, in both dollars and as a percentage of our total sales.revenues.

  Nine Months Ended  Nine Months Ended 
  September 30, 2010
(unaudited)
  September 30, 2009
(unaudited)
 
  Dollars  Percent of  Dollars  Percent of 
  (in millions)  Revenues  (in millions)  Revenues 
             
Revenues$ 21.89  100.0% $ 13.14  100.0% 
Cost of goods sold 15.31  69.9%  8.87  67.5% 
Gross profit 6.58  30.1%  4.28  32.5% 
Selling and marketing expenses (1.13) (5.1%) (0.13) (1.0%)
General and administrative expenses (0.94) (4.3%) (0.58) (4.4%)
Net income from operations 4.51  20.6%  3.57  27.2% 
Other income (expenses)            
     Government grant 0.19  0.9%  0.11  0.8% 
     Other income 0.01  0.1%  0.04  0.3% 
     Interest expense (0.98) (4.5%) (0.39) (3.0%)
Net other income (expenses) (0.78) (3.5%) (0.24) (1.9%)
Net income before provision for income taxes 3.74  17.1%  3.33  25.3% 
Provision for income taxes (0.54) (2.5%) (0.85) (6.4%)
Net income 3.20  14.6%  2.48  18.9% 
Foreign currency translation adjustment (0.18) (0.8%) (0.06) (0.4%)
Comprehensive income$ 3.02  13.8% $ 2.42  18.4% 

4



 

 Nine Months Ended  Nine Months Ended 

 

 September 30, 2011  September 30, 2010 

 

    Percent of     Percent of 

 

 Dollars  Revenues  Dollars  Revenues 

Revenues

$ 19,559,792  100.00% $ 21,892,594  100.00% 

Cost of good sold

 14,203,143  72.61%  15,313,202  69.95% 

Gross profit

 5,356,649  27.39%  6,579,392  30.05% 

Selling and marketing expenses

 (1,065,308) (5.45%) (1,127,290) (5.15%)

General and administrative expenses

 (1,271,357) (6.50%) (938,337) (4.29%)

Net income from operations

 3,019,984  15.44%  4,513,765  20.62% 

Other income (expenses)

            

     Government grant

 218,408  1.12%  190,215  0.87% 

     Other income

 2,123  0.01%  13,695  0.06% 

     Interest expense

 (1,125,568) (5.75%) (979,425) (4.47%)

Net other income (expenses)

 (905,037) (4.62%) (775,515) (3.54%)

Net income before provision for income taxes

 2,114,947  10.82%  3,738,250  17.08% 

Provision for income taxes

 (339,043) (1.73%) (538,396) (2.46%)

Net income

 1,775,904  9.09%  3,199,854  14.62% 

Foreign currency translation gain

 450,706  2.30%  (177,290) (0.81%)

Comprehensive income

$ 2,236,610  11.39% $ 3,022,564  13.81% 

Revenues. Our revenues increased $8.75decreased $2.33 million, or 66.6%10.64%, to $21.89$19.56 million for the nine months ended September 30, 20102011 from $13.14$21.89 million during the same period in 2009. Our revenue increased primarily because our sales volume increased. Approximately 56% of our revenue for2010. For the nine month period ended September 30, 2010 was from customers in the power and energy industries, with 44%2011, approximately 60.71% of our revenues were generated from sales to customers in the communications industry. Revenue from power and energy industry customers increasedand approximately 38.96% were generated from sales to communications industry customers. The decrease was mainly concentrated in the first half of 2011 and mostly resulted for lower sales volume. Revenues generated by 133% fromsales of energy transmission towers and sales of communications towers decreased approximately 2.76% and 21.26% as compared to the same period in 2009, communications towers by 21% largely due to increased sales volume during the 2010, period.respectively.

Cost of goods sold. Our cost of goods sold increased $6.44decreased $1.11 million, or 72.7%7.25%, to $15.31$14.20 million in the nine months ended September 30, 2010,2011, from $8.87$15.31 million during the same period in 2009.2010. The decrease in cost of goods sold was mainly due to the decrease in sales volume and revenues in the first two quarters of 2011. As a percentage of revenue,revenues, our cost of goods sold increased from 67.5%to 72.61% in the nine months ended September 30, 2009, to2011 from 69.9% duringfor the same period in 2010. The increase in cost of goods sold relative to revenue waslast year, mainly due to a downward shift inbecause the per unit price of products soldsteel increased. We are closely monitoring our pricing policy in an effort to customers inreduce the PRC power industry in the second quarter,risk of inflation and the inclusionfluctuations of labor and overhead costs for undelivered orders at the end of the third quarter.raw material prices.

Gross profit and gross margin. Our gross profit increased $2.30decreased $1.22 million, or 53.8%18.58%, to $6.58$5.36 million in the nine months ended September 30, 2010,2011, from $4.28$6.58 million during the same period in 2009.2010. The decrease was mainly due to the decrease of sales revenues in the first two quarters of 2011. Gross profit as a percentage of revenue (gross margin) was 30.1%27.39% and 32.5%30.1% for nine months ended September 30, 20102011 and 2009,2010, respectively. The increase in the gross profit resulted from increased sales to both PRC and international customers. The 2.4% reductiondecrease in gross margin resulted from a decrease inwas mainly due to the per unit pricingincreased price of our products in domestic market during the second quarter and an increase in raw material costs and labor and overhead costs for work-in-progress orders in the third quarter of 2010.steel as discussed above.

Selling and marketing expenses. In the nine months ended September 30, 2010, ourOur selling and marketing expenses rose to $1.13decreased $0.06 million, or 794%, from $0.13 million during the same period in 2009. The increase in costs was largely attributable to start up costs and compensation associated with the establishment and expansion of our sales team in Shenzhen.

General and administrative expenses. In the nine months ended September 30, 2010, our general and administration expenses rose to $0.94 million, or 61.4%, from $0.58 million during the same period in 2009. The increase in costs was attributable to business expansion and increased professional fees associated with our public reporting company status during the 2010 period.

28


Interest expense.Interest expense increased $0.59 million, to $0.98 million, or 149.4%, in the nine months ended September 30, 2010, from $0.39 million during the same period in 2009, due to higher short-term loan balances for the nine months ended September 30, 2010 as compared to the same period in 2009.

Income before Income Taxes. Our income before income taxes increased by $0.41 million, or 12.4%5.53%, to $3.74$1.07 million in the nine months ended September 30, 2010,2011, from $3.33$1.13 million during the same period in 2009.2010. Such decrease was largely attributable to reduced operations in our sales and marketing department in the first two quarters of 2011.

General and administrative expenses. Our general and administrative expenses increased $0.33 million, or 35.11%, to $1.30 million for the nine months ended September 30, 2011, from $0.94 million during the same period in 2010. Such increase was primarily attributable to expenses associated with being a public company and increased labor costs.

Interest expense. Interest expense increased $0.55 million, or 48.67%, to $1.13 million for the nine months ended September 30, 2011, from $0.98 million during the same period in 2010. Such increase was mainly due to the increase in our outstanding short term loans and annual interest rate.

Income Taxesbefore income taxes. Our income before income taxes decreased $1.62 million, or 43.42%, to $2.11 million for the nine months ended September 30, 2011, from $3.74 million during the same period in 2010, as a result of the factors described above.

5


Provision for income taxes. Our income tax provisions decreased by $0.31$0.20 million, or 36.5%37.03%, to $0.54$0.34 million infor the nine months ended September 30, 2010,2011, from $0.85$0.54 million during the same period in 2009. Since January 2010, TEC has qualified as a government recognized high-tech enterprise and has since been enjoying a tax rate reduction from 25%mainly due to 15%.decrease in taxable income in the first two quarters of 2011.

Net Incomeincome. As a result of the factors described above, weWe generated a net income of $3.20$1.78 million infor the nine months ended September 30, 2010, an increase2011, a decrease of $0.72$1.42 million, or 29.1%44.37%, from $2.48$3.20 million during the same period in 2009. This increase was primarily attributable to the reasons described2010, as a cumulative effect of all factors discussed above.

Liquidity and Capital Resources

As of September 30, 2010,2011, we had cash and cash equivalents of approximately $0.23$3.38 million, primarily consisting of cash on hand and demand deposits. The following table provides a summary of our net cash flows from operating, investing, and financing activities.

Cash Flow
(all amounts in millions U.S. dollars)

 Nine Months Ended September 30,  Nine Months Ended September 30, 
 2010  2009  2011  2010 
      
Net cash provided by (used in) operating activities$ 1.70 $ (4.53)
Net cash used in investing activities (0.66) (2.03)

Net cash (used in) provided by operating activities

$ (5,551,925)$ 1,698,724 

Net cash (used in) investing activities

 (4,183,643) (659,920)
Net cash provided by (used in) financing activities (1.06) 6.13  9,904,699  (1,055,166)
Effects of exchange rate change in cash 0.085  (0.14) 579,411  84,800 
Net increase (decrease) in cash and cash equivalents 0.068  (0.58)

Net increase in cash and cash equivalents

 848,602  68,438 
Cash and cash equivalents at beginning of the period 0.16  0.70  2,526,710  164,927 
Cash and cash equivalent at end of the period$ 0.23 $ 0.13 $ 3,375,312 $ 233,365 

Operating Activities

Net cash provided byused in operating activities was $1.70$5.55 million for the nine months ended September 30, 2010,2011, as compared to $4.53$1.70 million net cash used inprovided by operating activities for the same period in 2009.

2010. The changeincrease in net cash fromused in operating activities from period to period was primarily attributable to a $3.2 million decrease in deposits and prepaid expenses, a $1.7 million decrease in other receivables and a $20 million increase in otherthe cash outflow associated with increased accounts payables and accrued expenses fordecreased net income in the nine month periodmonths ended September 30, 2010 as compared2011. Due to the same periodtightening of lending policy in 2009.China, some of our suppliers required shorter payment terms.

Investing Activities

Net cash used in investing activities for the nine months ended September 30, 20102011 was $0.66$4.18 million, as compared to $2.03$0.66 million net cash used in investing activities during the same period in 2009. The change in net cash used in investing activities was mainly attributable to our purchase of $1.64 million in land use rights which occurred in 2009. Our investment in equipment increased from $0.38 million to $0.62 million for2010. During the nine month periodmonths ended September 30, 2010 to further augment our production capabilities. In addition,2011, we madeinvested approximately $0.037$2.18 million in capital improvement tothe form of an installment payment for land use right and approximately $1.78 million for construction of our Jingde plant infrastructure in the third quarterZhejiang facilities and Anhui administration office, and upgrade of 2010.production facilities.

29


Financing Activities

Net cash used inprovided by financing activities for the nine months ended September 30, 20102011 was $1.06$9.90 million, as compared to $6.13$1.06 million net cash used in financing activities for the same period in 2010. The increase in net cash provided by financing activities during the same period in 2009. During the first three quarters of 2009, we borrowed an additional $6.0 million inwas mainly attributable to increased net short term loans, while during the first three quarters of 2010, our short-term debt was temporally reduced by $1.12 million, mainly in the third quarter.borrowings.

6


Loan Commitments

As of September 30, 2010,2011, we did not hold any long-term loans. Our short-term bank loans, totaling $11.6$23.43 million, are as follows:

 Amount  Interest        Amount  Interest       
Bank (in millions)  Rate  Maturity Date  Duration  (in millions)*  Rate  Maturity Date  Duration 
            
China Everbright Bank, Hefei Branch$ 4.5  5.31%  November 25, 2010  12 months 
Industrial and Commercial Bank, Longshou Branch 1.2  4.86%  December 2, 2010  6 months $ 0.31  6.06%  March 22, 2012  12 months 
Industrial and Commercial Bank, Longshou Branch 0.3  5.31%  December 9, 2010  12 months  0.31  6.71%  March 19, 2012  6 months 
Industrial and Commercial Bank, Longshou Branch 0.3  4.86%  January 22, 2011  6 months  0.78  6.71%  March 19, 2012  6 months 
Industrial and Commercial Bank, Longshou Branch 1.1  4.86%  March 16, 2011  6 months  0.31  6.67%  March 21, 2012  12 months 
Industrial and Commercial Bank, Longshou Branch 0.3  5.31%  March 21, 2011  12 months  0.94  6.67%  March 23, 2012  12 months 
Industrial and Commercial Bank, Longshou Branch 0.9  5.31%  April 1, 2011  12 months  1.25  6.44%  December 15, 2011  6 months 
Huishang Bank, Xuancheng Branch 3.0  5.84%  February 10, 2011  12 months  2.03  7.88%  February 16, 2012  12 months 
Huishang Bank, Xuancheng Branch 4.69  8.20%  April 11, 2011  12 months 
Huishang Bank, Xuancheng Branch 1.09  7.88%  August 5, 2012  12 months 
China Merchants Bank, Hefei Branch 1.56  6.94%  October 29, 2011  12 months 
China Merchants Bank, Hefei Branch 2.34  7.32%  February 10, 2011  12 months 
China Construction Bank, Jingde Branch 2.39  5.85%  May 3, 2011  6 months 
China Construction Bank, Jingde Branch 0.74  6.10%  November 3, 2011  6 months 
China Everbright Bank, Hefei Branch 4.69  5.56%  January 8, 2012  6 months 
            
Total$ 11.6          $ 23.43          

We have a___________
* Calculated based on the exchange rate of $1 = RMB 10,000,000 (approximately $1,464,129) revolving line of credit with the Hefei Sipailou Branch of China Merchants Bank, pursuant to a credit agreement, dated September 27, 2009. This revolving line of credit is guaranteed by Anhui Sea-Converge Guarantee Co., Ltd., an unaffiliated company. The crediting agreement will terminate on September 27, 2010.

We also maintain a RMB 6,300,000 revolving line of credit with the Longshou Sub-branch of Xuancheng Branch of Industrial and Commercial Bank of China, pursuant to a Collateral Agreement between TEC Tower and the bank. The line of credit is secured by TEC Tower’s land use rights. To date, we have only utilized RMB 2,000,000 (approximately $292,826) of the line of credit. The line of credit will terminate on October 7, 2011.6.40

Capital Expenditures

Our capital expenditures for fixed assets for the nine months ended September 30, 2011 and 2010 were $4.18 million and 2009 were $0.66 million, and $2.03 million, respectively. Our capital expenditures duringrespectively, representing the third quartertotal amount of 2010 consisted solely of capital expenditures relating to the construction of additional production lines, as compared the second quarter of 2009, when we purchased and acquired land use right.investment activities.

To date, we have financed our operations primarily through cash flows from operations, augmented by short-term bank loans and equity contributions by our stockholders. We believe that our cash on hand and cash flow from operations will meet a portion of our present cash needs and we will require additional cash resources including equity investment, to meet our expected capital expenditures and working capital requirements for the next 12 months. We may, however, in the future, require additional cash resources due to changed business conditions, implementation of our strategy to expand our marketing efforts and increase brand awareness, or acquisitions we may decide to pursue. If our own financial resources are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities or obtain additional credit facilities. The sale of additional equity securities could result in dilution to our stockholders. The incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, could limit our ability to expand our business operations and could harm our overall business prospects.

Obligations under Material Contracts

In addition to the loan obligations disclosed above, we entered in to a financial advisory agreement, dated May 4, 2010, with JW Junwei Financial Group, or Junwei. Pursuant to the agreement, we are obligated to deliver 500,000 shares of our common stock which is for a five-year term, Junwei is obligated to provide the Company with financial advisory services over the term of the agreement and we are obligated to issue an aggregate of 500,000 shares of our common stock to Junwei in five equal 100,000 share portions for no cash consideration, commencing on December 31, 2010 and ending on December 31, 2014.  The agreement contains an exclusivity provision whereby we have agreed to engage Junwei as our exclusive financial advisor for two years and also contains a $1 million liquidated damages provision for breach of such exclusivity.

CCG Investor Relations Partners LLC, CCG, our investor relations firm, is entitled to purchase up to 80,000 shares of fully-paid and non-assessable shares of our common stock, at a price of $2.00 per share, pursuant to the terms and conditions of a letter agreement, dated June 20, 2010, between the Company and CCG. CCG's right to exercise its warrant will vest in four equal portions, with the first portion vesting on June 20, 2010, and the remaining portions vesting on September 30, 2010, December 31, 2010 and March 31, 2011, respectively. The warrant is exercisable on or before June 16, 2015.

30


Inflation

Inflation and changing prices have not had a material effect on our business, and we do not expect that inflation or changing prices will materially affect our business in the foreseeable future. However, our management will closely monitor price changes in the Chinese economy and our industry and continually maintain effective cost controls in operations.

Off Balance Sheet Arrangements

We do not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, sales or expenses, results of operations, liquidity or capital expenditures, or capital resources that are material to an investment in our securities.

Seasonality

Our operating results and operating cash flows historically have been subject to seasonal variations. Our revenues usually increase over each quarter of the calendar year with the first quarter usually the slowest quarter because fewer projects are undertaken during and around the Chinese spring festival.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires our management to make assumptions, estimates, and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operations. Critical accounting policies are those thatwe believe are most important to the portrayal ofportraying our financial conditionconditions and results of operations and also require management’s difficult,the greatest amount of subjective or complex judgment, often as ajudgments by management. Judgments and uncertainties regarding the application of these policies may result ofin materially different amounts being reported under various conditions or using different assumptions. There have been no material changes to the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. We believe the following critical accounting policies involve the most significant estimates and judgments usedpreviously disclosed in the preparation of our financial statements:

Revenue recognition.Our revenue recognition policies are in compliance with ASC 605. Sales revenue is recognized when all of the following have occurred: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the price is fixed or determinable, and (iv) the ability to collect is reasonably assured. These criteria are generally satisfied at the time of shipment when risk of loss and title passes to the customer. We recognize revenue when the goods are delivered and title has passed. Sales revenue represents the invoiced value of goods, net of a value-added tax, or VAT. All of our products that are sold in the PRC are subject to a Chinese value-added tax at a rate of 17% of the gross sales price or at a rate approved by the Chinese local government. This VAT may be offset by the VAT paid by the CompanyAnnual Report on raw materials and other materials included in the cost of producing their finished product.

Non-Controlling Interest in Consolidated Financial Statements.We adopted the accounting pronouncement on non-controlling interests in consolidated financial statements, which establishes accounting and reporting standardsForm 10-K for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. This guidance is primarily contained in ASC Topic “Consolidation.” It clarifies that a non-controlling interest in a subsidiary is an ownership interest in the consolidated financial statements. The adoption of this standard has not had material impact on our consolidated financial statements.fiscal year ended December 31, 2010.

Allowance for doubtful accounts.We reduce gross trade accounts receivable by an allowance for doubtful accounts. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable. We review our allowance for doubtful accounts on a regular basis and all past due balances are reviewed individually for collectability. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

317


Impairment of long-lived assets.We review the carrying amount of its long-lived assets, including intangibles, for impairment, each reporting period. An asset is considered impaired when estimated future cash flows are less than the carrying amount of the asset. In the event the carrying amount of such asset is considered not recoverable, the asset is adjusted to its fair value. Fair value is generally determined based on discounted future cash flow.

Property, plant and equipment, net.Property and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is calculated on a straight-line basis over the estimated useful life of the assets. Any gain or loss arising on the sale or disposal of the asset is included in the income statement in the period the item is sold or otherwise disposed. Maintenance and repairs of property and equipment are charged to operations when incurred. Expenditures for maintenance and repairs are charged to expense as incurred, whereas major betterments are capitalized as additions to property and equipment. We review our property and equipment whenever events or changes in circumstances indicate that the carrying value of certain assets might not be recoverable. In these instances, we recognize an impairment loss when it is probable that the estimated cash flows are less than the carrying value of the asset. To date, no such impairment losses have been recorded.

Research and development costs.Research and development costs include costs incurred to develop new products and are charged to operations when incurred. The costs for development of new products and substantial enhancements to existing products are expensed as incurred until technological feasibility has been established, at which time any additional costs would be capitalized.

Foreign currency translation.Our reporting currency is U.S. dollars; however our functional currency is RMB. For those entities whose functional currency is other than the U.S. dollars, all assets and liabilities are translated into U.S. dollars at the exchange rate on the balance sheet date; shareholders’ equity is translated at historical rates and items in the statements of income and of cash flows are translated at the average rate for the period. Because cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported in the statement of cash flows will not necessarily agree with changes in the corresponding balances in the balance sheet. Translation adjustments resulting from this process are included in accumulated other comprehensive income in the statement of shareholders’ equity. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.

Recent Accounting Pronouncements

In January 2010,April 2011, the FASB issued ASU No. 2010-01, Accounting2011-03,Transfers and Servicing (Topic 860): Reconsideration of Effective Control for DistributionsRepurchase Agreements(ASU 2011-03), intended to Shareholders with Componentsimprove financial reporting of Stockrepurchase agreements and Cash. The amendments in this Update clarify thatrefocus the stock portionassessment of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in EPS prospectively and is not a stock dividend for purposes of applying Topics 505 and 260 (Equity and Earnings Per Share). The amendments in this update are effective for interim and annual periods ending on or after December 15, 2009, and should be appliedcontrol on a retrospective basis.transferor’s contractual rights and obligations rather than practical ability to perform those rights and obligations. The Company adopted this standard and has determined the standard does not have material effect on our consolidated financial statements.

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In January 2010, FASB issuedguidance in ASU No. 2010-02 regarding accounting and reporting for decreases in ownership of a subsidiary. Under this guidance, an entity is required to deconsolidate a subsidiary when the entity ceases to have a controlling financial interest in the subsidiary. Upon deconsolidation of a subsidiary, and entity recognizes a gain or loss on the transaction and measures any retained investment in the subsidiary at fair value. In contrast, an entity is required to account for a decrease in its ownership interest of a subsidiary that does not result in a change of control of the subsidiary as an equity transaction. This ASU clarifies the scope of the decrease in ownership provisions, and expands the disclosures about the deconsolidation of a subsidiary or de-recognition of a group of assets. This ASU2011-03 is effective for beginning in the first interim or annual reporting period ending on or after December 31, 2009. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements In January 2010, FASB issued ASU No. 2010-02 – Accounting and Reporting for Decreases in Ownership of a Subsidiary – a Scope Clarification. The amendments in this Update affect accounting and reporting by an entity that experiences a decrease in ownership in a subsidiary that is a business or nonprofit activity. The amendments also affect accounting and reporting by an entity that exchanges a group of assets that constitutes a business or nonprofit activity for an equity interest in another entity. The amendments in this update are effective beginning in the period that an entity adopts SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements – An Amendment of ARB No. 51.” If an entity has previously adopted SFAS No. 160 as of the date the amendments in this update are included in the Accounting Standards Codification, the amendments in this update are effective beginning in the first interim or annual reporting period ending on or after December 15, 2009. The amendments in this update should be applied retrospectively to the first period that an entity adopted SFAS No. 160. The Company adopted this standard and has determined the standard does not have material effect on our consolidated financial statements.

In January 2010, FASB issued ASU No. 2010-06 – Improving Disclosures about Fair Value Measurements. This update provides amendments to Subtopic 820-10 that requires new disclosure as follows: 1) Transfers in and out of Levels 1 and 2. A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers. 2) Activity in Level 3 fair value measurements. In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number). This update provides amendments to Subtopic 820-10 that clarify existing disclosures as follows: 1) Level of disaggregation. A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. A reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities. 2) Disclosures about inputs and valuation techniques. A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3.The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The Company is currently evaluating the impact of this ASU, however, the Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.

In February 2010, the FASB issued Accounting Standards Update 2010-09, “Subsequent Events (Topic 855): Amendments to Certain Recognition and Disclosure Requirements,” or ASU 2010-09. ASU 2010-09 primarily rescinds the requirement that, for listed companies, financial statements clearly disclose the date through which subsequent events have been evaluated. Subsequent events must still be evaluated through the date of financial statement issuance; however, the disclosure requirement has been removed to avoid conflicts with other SEC guidelines. ASU 2010-09 was effective immediately upon issuance and was adopted in February 2010.

In April 2010, the FASB issued Accounting Standards Update 2010-13, “Compensation—Stock Compensation (Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades,” or ASU 2010-13. ASU 2010-13 provides amendments to Topic 718 to clarify that an employee share-based payment award with an exercise price denominated in currency of a market in which a substantial porting of the entity’s equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. The2011.The Company does not expect the adoption of ASU 2010-172011-03 to have a significant impact on its consolidated financial statements.

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In April 2010,May 2011, the FASB issued Accounting Standard Update 2010-17, “Revenue Recognition—Milestone Method (Topic 605): Milestone Method of Revenue Recognition” or ASU 2010-17 No. 2011-04,Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs(ASU 2011-04). This Update providesASU 2011-04 represents the converged guidance on the recognition of revenue under the milestone method, which allows a vendor to adopt an accounting policy to recognize all of the arrangement consideration that is contingentFASB and the International Accounting Standards Board (IASB) on the achievementfair value measurement. A variety of a substantive milestone (milestone consideration)measures are included in the periodupdate intended to either clarify existing fair value measurement requirements, change particular principles requirements for measuring fair value or for disclosing information about fair value measurements. For many of requirements, the milestone is achieved. The pronouncementFASB does not intend to change the application of existing requirements under Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements. ASU 2011-04 is effective for interim and annual periods beginning after December 15, 2011 and early application is not permitted. The Company is evaluating the impact adoption of ASU 2011-04 and does not expect the adoption of ASU 2011-04 will have significant impact on its consolidated financial statements.

In June 2011, the FASB issued ASU No. 2011-05,Presentation of Comprehensive Income(ASU 2011-05), intended to increase the prominence of items reported in other comprehensive income and to facilitate convergence of accounting guidance in this area with that of the IASB. The amendments require that all non-owner changes in stockholders’ equity be presented in a prospective basissingle continuous statement of comprehensive income or in two separate but consecutive statements. Amendments under ASU 2011-05 for milestones achieved inpublic entities should be applied retrospectively for fiscal years, and interim periods within those years, beginning on or after JuneDecember 15, 2010.2011. The Company is evaluating the impact adoption of ASU 2010-172011-05 and does not expect the adoption of ASU 2011-05 will have any significant impactsimpact on theits consolidated financial statements.

See Note 3 to our unaudited consolidated financial statements included elsewhere in this report.

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 4.CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are. Disclosure controls and procedures refer to controls and other procedures designed to ensure that information that would be required to be disclosed in the reports we file or submit under the Exchange Act reports is recorded, processed, summarized and reported within the time periodperiods specified in the SEC’s rules and forms of the SEC and that such information is accumulated and communicated to our management, including to our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by Rule 13a-1513a-15(e), our management has carried out an evaluation, with the participation and under the Exchange Act, our management, includingsupervision of our Chief Executive Officer, Mr. Chun Lu, and Chief Financial Officer, Mr. Yuhua Yang, evaluatedof the effectiveness of the design and operation of our disclosure controls and procedures, as of September 20, 2010.30, 2011. Based on our assessment,upon, and as of the date of this evaluation, Messrs. Lu and Yang, determined that, because of the material weaknesses described in Item 9A “Controls and Procedures” of our Annual Report on Form 10-K for the year ended December 31, 2010, which we are still in the process of remediating as of September 20, 2010, and as of the date that the evaluation of the effectiveness of our disclosure controls and procedures was completed,30, 2011, our disclosure controls and procedures were effectivenot effective. Investors are directed to satisfyItem 9A of our Annual Report on Form 10-K for the objectivesyear ended December 31, 2010 for which they are intended.the description of these weaknesses.

Changes in Internal Control over Financial Reporting

We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.

8


During its evaluation of the quarter ended September 20,effectiveness of internal control over financial reporting as of December 31, 2010, our management concluded that we still need to hire qualified accounting personnel and enhance the supervision, monitoring and review of the financial statements preparation processes. Although our accounting staff is professional and experienced in accounting requirements and procedures generally accepted in the PRC, management has determined that they require additional training and assistance in U.S. GAAP. We are actively searching for additional personnel with relevant accounting experience, skills and knowledge in the preparation of financial statements in accordance with of U.S. GAAP and financial reporting disclosure requirements under SEC rules. In addition, we plan to establish an audit committee and appoint qualified committee members to strengthen our internal control over financial reporting.

Other than the foregoing changes, there were no changes in our internal controlcontrols over financial reporting identified in connection with the evaluation performed during the period covered by this reportthird quarter of 2011 that hashave materially affected, or isare reasonably likely to materially affect our internal control over financial reporting.

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PART II
OTHER INFORMATION

ITEM 1.        LEGAL PROCEEDINGS

ITEM 1.LEGAL PROCEEDINGS.

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these, or other matters, may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse affect on our business, financial condition or operating results.

ITEM 1A.      RISK FACTORS.

ITEM 1A.RISK FACTORS.

Not Applicable.

ITEM 2.        UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.        DEFAULTS UPON SENIOR SECURITIES.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.        (REMOVED AND RESERVED).

ITEM 4.(REMOVED AND RESERVED).

ITEM 5.        OTHER INFORMATION.

ITEM 5.OTHER INFORMATION.

We have no information to disclose that was required to be in a report on Form 8-K during the period covered by this report, but was not reported. There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors.

ITEM 6.        EXHIBITS.

ITEM 6.EXHIBITS.

The following exhibits are filed as part of this report:report or incorporated by reference:

Exhibit No. Description
31.1Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2Certifications of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1Certifications of Principal Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2Certifications of Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101

Interactive data files pursuant to Rule 405 of Regulation S-T (furnished herewith).

359


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, thereunto duly authorized.

Date: November 15, 201017, 2011TEC TECHNOLOGY, INC.
By:/s/ Chun Lu
Chun Lu, Chief Executive Officer
(Principal Executive Officer)
By:/s/ Yuhua Yang
Yuhua Yang, Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)


By:/s/ Chun Lu                                              EXHIBIT INDEX

Exhibit No.Description
31.1Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2Certifications of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1Certifications of Principal Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2Certifications of Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101

Interactive data files pursuant to Rule 405 of Regulation S-T (furnished herewith).


     Chun Lu, Chief Executive Officer
     (Principal Executive Officer)

By:/s/ Yuhua Yang                                        
     Yuhua Yang, Chief Financial Officer
     (Principal Financial Officer and Principal
     Accounting Officer)