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

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

[X]	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the fiscal year ended January 31, 2020

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

	For the transition period from _________ to ________

	Commission file number: 333-233674

~~[X]~~Telidyne, ~~ANNUAL~~Inc. ~~REPORT PURSUANT TO SECTION 13 OR 15~~(d)Exact OFname ~~THE SECURITIES~~of ~~EXCHANGE~~registrant ~~ACT~~as OFspecified ~~1934~~in ~~For~~its ~~the fiscal year ended: December 31, 2011~~ charter)

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________to _____________

Delaware		82-5139000
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

110 Bi-County Blvd., Ste 124 Farmingdale, NY		11735
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number: (646) 383-3700
Securities registered under Section 12(b) of the Exchange Act:
Title of each class	Name of each exchange on which registered
None	Not applicable
Securities registered under Section 12(g) of the Exchange Act:
Title of each class None

~~Commission~~Indicate ~~File~~by ~~No.~~check ~~000~~mark if the registrant is a well-~~53432~~known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

~~TEC~~Indicate ~~TECHNOLOGY,~~by ~~INC.~~check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(~~Exact name~~d) of ~~registrant~~the asAct. ~~specified~~Yes in[ ~~its~~] ~~charter)~~No [X]

Delaware	13-4013027
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

Indicate by checkmark 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.

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

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

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock, $0.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes [ ] No [X]

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 Website, if any,~~ electronically 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 [ ]

~~Yes~~Indicate ~~[X] No~~by ~~[ ]~~check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

~~Indicate~~Large byaccelerated ~~check~~filer ~~mark~~[ if] ~~disclosure~~Accelerated offiler ~~delinquent~~[ ~~filers pursuant~~] ~~to Item 405 of Regulation S~~Non-~~K is not contained herein, and will not be~~accelerated ~~contained,~~filer to[ ~~the~~] ~~best~~Smaller ofreporting ~~registrant’s~~company ~~knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.~~ [X]

~~Indicate~~Emerging bygrowth ~~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.~~ [X]

~~Large~~If ~~Accelerated~~an ~~Filer~~emerging [growth ]company, ~~Accelerated~~indicate ~~Filer~~by [check ]mark ~~Non-Accelerated~~if ~~Filer~~the [registrant has ]elected ~~(Do~~ not ~~check~~to ifuse athe ~~smaller~~extended ~~reporting~~transition ~~company~~period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) ~~Smaller~~of ~~reporting~~the ~~company~~Exchange Act. [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]

~~Yes~~State ~~[ ] No~~the ~~[X]~~aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. Not Available

AsIndicate ~~of June 30, 2011 (~~the ~~last~~number ~~business day~~ of ~~the~~shares ~~registrant’s~~outstanding ~~most recently completed second fiscal quarter), the aggregate market value~~ of ~~the~~ ~~shares~~each of the registrant’s ~~common~~classes ~~stock held by non-affiliates (based upon the closing price~~ of ~~such~~common ~~shares~~stock, as ~~quoted~~of on the ~~OTCQB~~latest ~~Marketplace)~~practicable ~~was approximately $17~~date.4 ~~million.~~5,866,932 ~~Shares of the registrant’s~~ common ~~stock~~shares ~~held~~issued ~~by each executive officer~~ and ~~director and each by each person who owns 10% or more of the~~ outstanding ~~common~~as ~~stock~~May ~~have~~6,, ~~been excluded from the calculation in that such persons may be deemed to be affiliates of the registrant~~2020. ~~This determination of affiliate status is not necessarily a conclusive determination for other purposes.~~

~~There~~Table ~~were a total~~ of ~~30,181,552 shares of the registrant’s common stock outstanding as of April 12, 2012.~~ Contents

DOCUMENTS INCORPORATED BY REFERENCE

None.

TEC TECHNOLOGY, INC.

Annual Report on Form 10-K Fiscal Year Ended December 31, 2011

TABLE OF CONTENTS

Page
PART I
Item 1.	Business.	23
Item 1A.	Risk Factors.	118
Item 1B.	Unresolved Staff Comments.	22
Item 2.	Properties	15
Item 2.	Properties.	22
Item 3.	Legal Proceedings	15
Item 3.	Legal Proceedings.	23
Item 4.	Mine Safety Disclosure	15
Item 4.	Mine Safety Disclosures	23
PART II
Item 5.	Market for Registrant’s Common Equity, and Related Stockholder Matters and Issuer Purchases of Equity Securities	2416
Item 6.	Selected Financial Data	2517
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	2517
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	3819
Item 8.	Financial Statements and Supplementary Data.	3820
Item 9.	Changes inIn and Disagreements ~~with~~With Accountants on Accounting and Financial Disclosure.	3821
Item 9A.	Controls and Procedures.	3821
Item 9B.	Other Information.	4022
PART III
Item 10.	Directors, Executive Officers and Corporate Governance.	4122
Item 11.	Executive Compensation.	4425
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	4525
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	4525
Item 14.	Principal ~~Accounting~~Accountant Fees and Services	4625
PART IV
Item 15.	Exhibits, Financial Statement Schedules.	4826

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

In addition to historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We use words such as “believe,” “expect,” “anticipate,” “project,” “target,” “plan,” “optimistic,” “intend,” “aim,” “will” or similar expressions which are intended to identify forward-looking statements. Such statements include, 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 operations; 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 involve risks and uncertainties, including those identified in Item 1A “Risk Factors” included herein, 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.

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 made in this report speak only as of the date hereof and we disclaim any obligation, except as required by law, to provide updates, revisions or amendments to any forward-looking statements to reflect changes in our expectations or future events.

USE OF TERMS

Except where the context otherwise requires and for the purposes of this report only:

the “Company,” “we,” “us,” and “our” refer to the combined business of TEC Technology, Inc., a Delaware corporation, and its consolidated subsidiaries, TEC HK, TEC Tower, ZTEC and STT;

“TEC HK” refers to TEC Technology Limited, a Hong Kong limited company;

“TEC Tower” refers to Anhui TEC Tower Co., Ltd., a PRC limited company;

“ZTEC” refers to Zhejiang TEC Tower Co., Ltd., a PRC limited company;

“Hong Kong” refers to the Hong Kong Special Administrative Region of the People’s Republic of China;

“PRC” and “China” refer to the People’s Republic of China;

“SEC” refers to the Securities and Exchange Commission;

“Exchange Act” refers the Securities Exchange Act of 1934, as amended;

“Securities Act” refers to the Securities Act of 1933, as amended;

“Renminbi” and “RMB” refer to the legal currency of China; and

“U.S. dollars,” “dollars” and “$” refer to the legal currency of the United States.

PART I

ITEM 1. BUSINESS.

Business Overview

We 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.

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 technical services that we believe will generate an additional revenue stream, however, to date, we have not generated 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 offices in the Shenzhen Special Economic Zone and Beijing.

Our Corporate History and Background

We were originally organized under the laws of the State of Florida on July 22, 1988 under the name Sea Green, Inc. On June 3, 1998, we changed our name to Americom Networks Corp. and on July 10, 1998, we changed our name to Americom Networks International, Inc. From our inception until we ceased active business operations in May 1999, we engaged in various business endeavors and pursued several lines of business including the development and marketing of telecommunications systems to high-volume users for use or resale.

On February 6, 2008, we effected a redomestication from Florida to Delaware by merging with Americom Networks International, Inc., a corporation that we established in the State of Delaware solely to effect the reincorporation.

On August 15, 2008, we changed our name to Highland Ridge, Inc. and our primary business became the search for a potential merger candidate or a business to acquire.

On May 4, 2010, we completed a reverse acquisition transaction through a share exchange with TEC HK and its sole shareholder, Mr. Hua Peng Phillip Wong, pursuant to which we acquired 100% of the issued and outstanding capital stock of TEC HK in exchange for 19,194,421 shares of our common stock, which constituted 63.6% of our issued and outstanding capital stock on a fully-diluted basis as of and immediately after the consummation of the reverse acquisition. For accounting purposes, the share exchange was treated as a reverse acquisition, with TEC HK as the accounting acquirer and TEC Technology, Inc. as the acquired party.

As a result of the reverse acquisition of TEC HK, our business became the business of TEC HK and its subsidiaries, namely, the design, production and sale of transmission towers and related products used in high voltage electric power transmission and wireless communications. On June 9, 2010, we changed our name to TEC Technology, Inc. to more accurately reflect our new business operations.

On November 30, 2011, we dissolved our indirect, wholly owned PRC subsidiary, Shuncheng Taida Technology Co., Ltd.

Our Corporate Structure

All of our business operations are conducted through our Chinese operating subsidiaries, TEC Tower and ZTEC. The chart below presents our current corporate structure.

~~Our~~Table ~~Products~~ of Contents

~~Our~~PART electric transmission and wireless communications product lines include angle steel towers, steel pipe towers and transmission cable towers, constructed primarily of steel, aluminum or other alloy materials. I

~~Electric~~Item ~~Transmission~~1. ~~Towers~~ Business

~~Our~~Impact electric transmission towers currently support 35kv, 110kv, 220kv and 500kv, and we have recently applied certifications to produce towers for the 750kv electric transmission lines. We plan to develop towers that support Ultra High Voltage (UHV) tower lines of ~~1000+kv~~COVID-19 ~~AC transmission lines as the market evolves beyond testing phases.~~ Pandemic

On March 11, 2020, the World Health ~~Wireless~~Organization ~~Communications~~characterized ~~Towers~~ COVID-19, a new respiratory disease caused by a novel coronavirus, as a pandemic, and on March 13, 2020, President Trump declared the COVID-19 outbreak in the United States a national emergency. The COVID-19 outbreak in the United States has expanded in recent weeks, and has resulted in stay-at home orders, school closures and widespread business shutdowns across the country. The COVID-19 outbreak has had a significant adverse impact and created many uncertainties related to our business, and we expect that it will continue to do so. Given the unprecedented nature of the COVID-19 outbreak and the fast pace at which new developments relating to the outbreak are occurring, it is difficult to assess or predict the short-term or long-term effects of the outbreak on our financial performance.

The COVID-19 outbreak has caused substantial financial market volatility in recent weeks and has significantly adversely affected both the U.S. and the global economy. The extensive shutdowns of businesses, schools, and shops and other reductions in both consumer and industrial business activity across the country and globally have substantially decreased our revenue opportunities and increased financial uncertainty. The outbreak has already resulted in a contraction in U.S. gross domestic product (“GDP”) for the first quarter of 2020 and could result in a sustained drop in the level of U.S. economic activity which will adversely impact our future growth and revenues. Our ~~wireless~~future ~~communications~~business ~~towers~~outlook ~~include~~and ~~single~~expectations are very uncertain due to the impact of the COVID-~~tube~~19 ~~towers~~outbreak and are very difficult to quantify. It is difficult to assess or predict the impact of this unprecedented event on our business, 4financial results or financial condition. Factors that will impact the extent to which the COVID-~~strut~~19 ~~towers~~outbreak ~~and~~affects ~~roof~~our ~~top~~business, ~~towers~~financial ~~for~~results and financial condition include: the 2Gduration, 3Gspread and severity of the outbreak; the actions taken to contain the virus or treat its impact, including government actions to mitigate the economic impact of the outbreak; and ~~microwave~~how ~~market~~quickly and to what extent normal economic and operating conditions can resume, including whether any future outbreaks interrupt economic recovery.

We are also in the early stages of developing expertise to produce wireless communication base stations, which typically include towers, air conditioning units, transformers, equipment procurement, power connection, site survey, installation, and after-sales services. Once we are able to develop this full product and service offering, we plan to expand our business by offering services to customers under separate tower maintenance contracts. Profit margins from base station contracts are typically higher than margins from product sales, however, to be fully engaged in the base station business we will have to develop or acquire additional capabilities in terms of design, procurement, and services. Overview

Telidyne Inc. ("Telidyne" or the 3"Company") is a technology platform company offering digital and mobile payments on behalf of consumers and merchants worldwide through its proprietary mobile App payment platform TELI.

InTelidyne’s ~~the~~mobile ~~future~~payment weplatform ~~expect~~enables our users to ~~expand~~send and receive payments. We are also developing a two-sided network where both merchants and consumers can have TELI accounts with a digital wallet balance functionality. Our payment service enables the completion of payments on our ~~business~~Payments Platform toon behalf of our mobile App users. We offer ~~tower~~our users the flexibility to use their digital wallet account to make payment ~~installation~~to ~~and~~each ~~maintenance~~other for goods and services, as well as to transfer and withdraw funds. We enable consumers to add funds into their digital wallet safely using a variety of funding sources, including a bank account or a credit or debit card. Our TELI platform also makes it easier for friends and family to transfer funds to each other for peer to peer transfers.

Our ~~Raw~~revenues ~~Materials~~are earned by charging fees for completing payment transactions for our users and ~~Suppliers~~other payment-related services. We do not charge users any fees to fund or withdraw from their digital TELI account; however, we generate revenue from consumers on use of our credit card other value-added services which include peer to peer borrowing. We also plan to generate revenue from advertising on our mobile app.

~~The~~Telidyne ~~major~~Inc. ~~raw~~(formerly ~~materials~~known ~~for~~as ~~our~~TEC ~~tower products are angle iron~~technology, ~~plate, steel beams, bolts and welding wire~~Inc.) Wewas ~~acquire~~incorporated ~~our~~on ~~primary~~December ~~raw~~5, ~~materials from~~2011 ~~a variety of sources. We have some long-term steel purchase contracts~~ in ~~order~~ ~~to reduce~~ the ~~negative~~State ~~effects~~ of ~~steel~~Dealware price fluctuation, but we also have some short-term contracts or make one-time purchases to take advantage of favorable pricing. Our primary suppliers are Zhejiang Shenghua Products Co., Ltd., Nanjing Fei Ke Steel Co., Limited, Nanjing Gang Feng Industrial Co., Limited and Tonglu Huayang Fasterner Co., Limited whose purchases accounted for approximately 27.4%, 11.59%, 10.16% and 8.76% of our cost of raw materials for (the ~~year ended December 31, 2011, respectively~~“Company”).

~~Our~~On ~~Customers~~July 25, 2012, the Company divested all three of its wholly owned subsidiaries which conducted 100% of the Company’s operations, i.e.: (i) TEC Technology Limited, Hong Kong, (ii) Anhui TEC Tower Co., Limited, PRC, and ~~Marketing~~(iii) ~~Efforts~~Zhejiang TEC Tower Co., Limited, PRC. Thus, subsequent to that date, the Company had no subsidiaries and no operations going forward.

Our direct customers typically are specialized construction companies which serve as a prime contractor and builder on transmission projects constructed for our ultimate end customers, electric utility companies and telecommunication service providers. We usually obtain our customers by succeeding in a competitive bidding process where subcontracts are awarded to companies, like us, which submit the most favorable bids on a transmission construction project. We have found that a successful bid is usually predicated on a variety of factors including pricing, terms of delivery, product design and quality, industry experience and reputation and time to delivery, among other factors. 3

~~During~~Table fiscal year 2011, our three largest customers were Electrical Interconnection SA ESP Columbia, Myanmar Economic Corporation, Burma, and Shanxi Jinneng Steel Structure Co., Ltd, whose purchases accounted for approximately 17.04%, 13.40% and 12.94% of ~~our revenue for the year ended December 31, 2011, respectively. No other customer accounted for more than 10% of our total revenue in 2011.~~ Contents

~~The~~On ~~electric~~January ~~utility~~31, ~~companies~~2018, ~~and~~Aron ~~telecommunication~~Govil ~~companies of~~was ~~China that use our tower products in their transmission facilities mainly~~appointed ~~include~~officer ~~ZTE~~and ~~Corporation,~~director ~~the State Grid Corp~~ of ~~China,~~ the ~~China~~Company ~~Southern Grid~~ and ~~Huawei~~on ~~Technologies~~April ~~Co.~~5, ~~Ltd. Geographically~~2018, ~~our~~he ~~major~~acquired ~~Chinese~~majority ~~clients~~ownership ~~are mainly~~stake ~~located~~ in ~~Shanxi Province, Gansu Province and~~ the ~~Inner Mongolia Autonomous Region in northern China, in Yunnan Province and Guizhou Province in southern China; and in Zhejiang Province in eastern China~~Company.

WeOn ~~have~~March ~~also~~22, ~~made~~2018 ~~efforts~~Company inchanged ~~some~~its ~~overseas markets where our~~name ~~products~~to ~~have~~Telidyne ~~developed~~Inc. ~~positive~~and ~~brand~~carried ~~recognition.~~out Wea ~~believe~~reverse ~~that~~split weof ~~are~~its ~~one of~~common ~~only~~stock, apar ~~few~~value ~~PRC-based~~$0.001, ~~electric~~at ~~transmission~~a ~~tower~~ratio ~~companies~~of ~~selling~~one-for-one ~~products abroad~~thousand. WeThis reverse ~~mainly~~stock ~~target~~split ~~three~~became ~~overseas~~effective ~~markets,~~on ~~namely~~March ~~Asia Pacific~~22, ~~Africa~~2018 and ~~Latin~~, ~~America~~unless ~~and~~otherwise ~~established~~indicated, ~~overseas~~all ~~sales~~share ~~offices~~amounts, inper 25share ~~countries.~~data, Inshare ~~Columbia~~prices, and ~~Burma,~~conversion werates ~~currently~~set ~~partner~~forth ~~with~~in ~~large~~this ~~contractors~~Report ~~such as Huawei Technologies Co. Ltd.~~ and ~~ZTE~~the ~~Corporation~~accompanying tofinancial ~~perform~~statements ~~contracts in these markets~~have, ~~and~~ inwhere ~~Africa~~applicable, webeen ~~have~~adjusted retroactively ~~independently~~to ~~established~~reflect ~~sales~~this ~~centers~~reverse tostock ~~directly~~split ~~serve this~~of ~~market.~~1000: 1.

WeRecent generally seek to obtain certifications from main contractors in these overseas markets and then bid on their particular projects. We currently hold certifications from Huawei Technologies Co. Ltd., ZTE Corporation, Nokia Ericsson, and Reliance, which allow us to bid as subcontractors on their projects. The table below is a sampling of our overseas projects: Developments

Region	Contract Details
Columbia	We entered into the Latin America market in 2011 and won a 8000 MT transmission tower bid from Interconexion Electrica S.A.E.S.P in Colombia. We plan to extend our sales network to other Latin America countries, such as Brail, Chile and Peru.
South and Southeast Asia	We supplied 10343 MT of 230KV transmission products to Burma for transmission projects, provided 110 nos. of telcom towers for GTL Limited in India and Nepal. We intend to conduct more direct sales in Southeast Asia in 2012.
Africa	We have performed on contracts for steel tower manufacturing and machining in Africa, won a transmission tower bid from Uganda Electricity Distribution Co. Ltd. in Uganda, cooperated with Africa Cellular Towers LTD for sale to Cell C Limited in South Africa and Ghana. We have also supplied more than 7000 MT of tower equipment to ZTE Corporation for 2G/3G infrastructure development in Ethiopia, Ghana and Nigeria. We plan to extend our sales network to South Africa, Nigeria, Kenya and Ugandan.

On March 24, 2018 the Company started developing software to provide technologies and platforms to a wide variety of companies to ecommerce platform utilizing Blockchain technology. The Company has also developed a mobile App named ‘TELI” that facilitates peer to peer payments and third-party payments.

4Company’s mobile payment platform enables our users to send and receive payments. We are also developing a two-sided network where both merchants and consumers can have TELI accounts with a digital wallet balance functionality. Our payment service enables the completion of payments on our Payments Platform on behalf of our mobile App users. We offer our users the flexibility to use their digital wallet account to make payments to each other for goods and services, as well as to transfer and withdraw funds. We enable consumers to add funds into their digital wallet safely using a variety of funding sources, including a bank account, a credit or debit card. Our TELI platform also makes it easier for friends and family to transfer funds to each other for peer to peer transfers. The TELI App is currently available to download on Android phones through Google Play. Presently more than 100 users have downloaded the TELI App.

~~Competition~~Our revenues are earned by charging fees for completing payment transactions for our users and other payment-related services. We do not charge users any fees to fund or withdraw from their digital TELI account; however, we generate revenue from consumers on use of our credit card other value-added services which include peer to peer borrowing. We also plan to generate revenue from advertising on our mobile app.

The ~~domestic~~Company ~~electric~~is ~~transmission~~experiencing ~~tower~~challenges in ~~products~~increasing ~~and~~the ~~service market~~number isof ~~highly~~users ~~competitive~~for ~~and~~its ~~fragmented~~Mobile App due to limited marketing resulting from lack of sufficient funds. WeAdditionally, the ~~believe~~COVID-19 ~~that~~outbreak nohas ~~single~~adversely ~~company~~affected the consumers who are preoccupied with health safety issues and not taking keen interest in ~~China~~following ~~holds~~the ~~more~~new ~~than~~mobile aApps 3%in ~~market~~the ~~share~~marketplace. WeThus, ~~believe~~this ~~that~~pandemic ~~successful~~has ~~companies~~substantially decreased our revenue opportunities inand ~~the~~increased ~~domestic~~financial ~~electric~~uncertainty. ~~transmission~~Company ~~market~~does ~~compete~~not ~~effectively~~anticipate ~~based~~any material adverse impact of COVID-19 on the Company’s ~~product~~supply ~~and~~chain ~~customer~~or ~~certification,~~the ~~delivery~~methods ~~scheduling~~used ~~and~~to ~~capacity,~~distribute ~~pricing and~~our ~~customer~~products ~~retention~~or services. ~~Competition~~The inCompany ~~the~~does ~~domestic~~not ~~and~~expect ~~international~~the ~~wireless~~anticipated impact of ~~communication~~COVID-19 ~~market~~to ismaterially ~~based~~change ~~primarily~~the onrelationship ~~subcontracting~~between ~~from~~costs ~~large~~and ~~equipment providers,~~revenues. ~~such~~The asexact ~~Huawei~~impact of travel restrictions and ~~Nokia~~border ~~Ericsson.~~closures on our operations in uncertain at the present time.

~~Our~~On ~~primary~~January ~~competition~~18, ~~comes~~2019, ~~from~~the ~~domestic~~Company ~~companies such as~~re-domiciled ~~Meteno~~from ~~Communication~~Nevada ~~Technologies,~~to ~~Qixing~~Delaware ~~Tower~~through ~~and~~a ~~Nanjing~~Holding ~~Daji~~Company ~~Towers.~~Reorganization ~~Meteno Communication~~in ~~Technologies~~accordance ~~works solely~~ with ~~wireless~~section ~~communication~~251(g) ~~towers~~of ~~and Qixing Tower participates in~~ the ~~wireless~~Delaware ~~communication~~general ~~market. Additional~~Corporation ~~competition~~Law ~~comes~~(“DGCL”). ~~from~~In ~~large~~accordance ~~international~~with ~~companies~~Section ~~such as Valmont Industries, Inc.~~ 251(~~NYSE:VMI~~g) ~~that are both larger than us in terms~~ of ~~assets~~the ~~and sales volume and possess greater name recognition~~DGCL, ~~assets,~~the ~~personnel~~issuer, ~~sales,~~Telidyne ~~and financial resources~~Inc. ~~However~~, ~~these~~the ~~competitors~~Nevada ~~generally~~Company, ~~have~~as ~~higher prices for their~~previously ~~products,~~constituted ~~and~~(the ~~most~~“Predecessor”) ofbecame ~~them~~a dodirect ~~not~~wholly ~~have~~owned ~~distribution~~subsidiary ~~networks~~of ina ~~China~~newly ~~that~~formed ~~are as~~Delaware ~~developed~~corporation, ~~as ours~~Telidyne Inc. ~~Competitive~~(the ~~price~~“Holding ~~for high quality goods~~Company”), ~~short~~which ~~delivery time,~~became ~~after~~the ~~sales~~successor ~~service and sound customer relationship are our competitive advantages over our competitors~~issuer. WeIn ~~also~~other ~~held~~words, ~~numerous~~the ~~certificates~~Holding ofCompany ~~supplier issued~~is bynow ~~national~~the ~~power companies in various countries~~public entity.

WeIn ~~believe~~accordance ~~that~~with ~~the~~section ~~quality~~251(g) of ~~our~~the ~~product~~DGCL, Telidyne ~~and~~Merger ~~service offerings~~Corporation ~~and~~(“Merger ~~our~~Co”), ~~relatively~~another ~~low~~newly ~~labor~~formed ~~costs~~Delaware ~~enable~~corporation usand, prior to ~~compete~~the ~~favorably~~Holding inCompany Reorganization, was a wholly owned subsidiary of the ~~market~~Holding ~~for~~Company, ~~electric~~merged with and ~~wireless~~into ~~transmission~~the ~~towers~~Predecessor, ~~and~~with ~~distinguish~~Merger usCo ~~from~~surviving ~~many~~the Merger as a direct wholly owned subsidiary of ~~our~~the ~~competitors,~~Holding ~~especially~~Company ~~our~~and ~~international~~Predecessor ~~competitors.~~losing ~~Although~~its weexistence, (the “Merger”); ~~generally~~however ~~win~~as ~~contracts~~of bythe ~~our~~effective ~~delivery~~time ~~schedule~~of the Merger, the designation, rights, powers and ~~reputation~~preferences inof the ~~market,~~Predecessor company’s ~~our~~common ~~pricing~~stock isimmediately ~~competitive.~~before ~~Our~~the ~~focus~~Merger onbecame ~~quality~~the ~~and~~same ~~service~~as ~~allows~~those usof tothe ~~bid~~common stock of the Holding Company. Thus in accordance ~~for~~with ~~most~~section ~~projects,~~251(g) ~~but~~of ~~through~~the aCGCL ~~lack~~Holding Company Reorganization all of ~~sufficient~~the ~~working~~outstanding ~~capital,~~shares weof common stock of the Predecessor ~~sometimes~~were ~~elect~~automatically toconverted ~~abstain~~into ~~from~~identical ~~bidding~~shares ~~during~~of the ~~third~~common stock of the Holding Company on a one-for-one basis, and ~~fourth~~the ~~quarters~~Predecessor’s ~~which~~existing ~~are~~stockholders ~~generally~~and ~~busier.~~other Weequity ~~also~~holders ~~sometimes~~became ~~work~~stockholders ~~with~~and ~~Qixing~~equity ~~Tower~~holders, ~~and~~as ~~Nanjing~~applicable of the Holding Company in ~~Daji~~the ~~Towers~~same onamounts ~~larger~~and ~~projects~~percentages ~~where~~as they ~~serve~~were asin the ~~primary~~Predecessor ~~contractor~~prior to the Holding Company Reorganization. The executive officers and the board of directors of the Holding Company are the same as those of the Predecessor in effect immediately prior to the Holding Company Reorganization.

~~Research and Development~~ 4

~~Our~~Table ~~research and development activities focus on developing innovative tower products. As~~ of December 31, 2011, we had 16 employees dedicated to research and development. We expect to engage in continuous research and development, to enhance our product and service offerings in our core areas. In addition, we plan to expand our research and development team to support our planned entry into the communication base station and electric system market. In 2011 and 2010, our research and development expenses were $0 and $0, respectively. Contents

~~Intellectual Property~~ Strategy

We ~~currently~~plan ~~hold~~to ~~exclusive~~increase ~~licenses~~our ~~for~~marketing ~~five~~activities so ~~patents,~~as ~~three~~to generate the awareness of ~~which~~ ~~are~~TELI ~~licensed~~App ~~from~~and ~~Anhui~~thus ~~University~~generate ofmore ~~Technology~~downloads and ~~Science~~users. ~~and~~As the ~~other two~~Company ~~from~~generates ~~the~~more ~~Hangzhou~~funds it ~~Tianye~~will ~~Communication~~invest ~~Equipment~~in ~~Co.,~~marketing ~~Ltd.~~activities ~~The~~and ~~table~~further ~~below summarizes~~enhancing ~~our~~the ~~exclusive~~App’s ~~licenses:~~ capabilities.

5Our ability to grow revenue is affected by, among other things, consumer spending patterns, businesses and consumer adoption of digital payment methods, the growth of internet band-width, increased use of mobile Apps by consumers and businesses. The growth of Company will depend upon consumers’ ability to have fast internet access on their mobile devices and the pace of transition from cash and checks to digital forms of payments. Our strategy to drive growth in our business includes the following:

Description	Licensor	Scope	Term
valve spring disassembly device	Anhui University of Technology and Science	Exclusive license for five (5) years granted June 17, 2009	10 years
mechanical lift	Anhui University of Technology and Science	Exclusive license for five (5) years granted June 17, 2009	10 years
U-shape bolt disassembly device	Anhui University of Technology and Science	Exclusive license for five (5) years granted May 27, 2009	10 years
main distribution frame test scheduling module	Hangzhou Tianye Communication Equipment Co., Ltd	Exclusive license for five (5) years granted April 2, 2008	10 years
security unit of main distribution frame	Hangzhou Tianye Communication Equipment Co., Ltd	Exclusive license for five (5) years granted December 6, 2008	10 years

Growing our payment platform by expanding our global platform capabilities, our user base and addressing our user’s evolving demands and concerns related to our mobile platform.

We§ ~~expect~~Instilling toconfidence ~~renew~~and trust in our ~~licenses~~users asby ~~they~~instilling ~~expire.~~trust Weand ~~also~~confidence ~~own~~through the use of our ~~domain~~ ~~name,~~mobile ~~tectower.com,~~platform ~~which~~and ~~has~~minimizing ~~been~~perception ~~registered~~of ~~since~~risk ~~August~~in 14our two-sided Payments Platform, ~~2007.~~ and being technology and platform agnostic;

In§ ~~addition,~~Developing ~~TEC~~software ~~Towner~~for ~~owns~~other ~~the~~companies ~~following~~and ~~technologies~~creating ~~that are~~strategic ~~used~~partnerships inby ~~our~~creating ~~operations:~~new strategic partnerships to provide better experiences for mobile app users, offering more flexibility and choices; and

~~Instrumentation~~§ ~~Mold~~Seeking ~~for~~synergistic ~~Corner~~acquisitions ~~Cutting~~by ~~Die~~ growing through synergistic acquisitions in new and related markets around the world and focusing on innovation both in the digital domain.

~~Inner and External Shovel Molding Instrumentation~~ Suppliers

~~Open~~We &are ~~Close~~not Cocurrently dependent on, nor do we expect to become dependent on, any one or a limited number of suppliers. We utilize sub-~~angle~~suppliers ~~molding~~and ~~Instrumentation~~third party vendors to work with us on developing the software and our payment platforms and to date, we have not experienced difficulties either in obtaining fabricated components and other materials and parts or in obtaining qualified subcontractors for installation work, but we cannot assure that we will not experience difficulties in the future.

~~Material~~Competition ~~Injection Tooling Instrumentation~~

~~Double~~The ~~Punching~~payment &processing ~~Stamping~~industry ~~molding~~is ~~Instrumentation~~highly competitive. The level of competition has increased in recent years as other providers of payment processing services have established a sizable market share in the small and medium sized merchant segment. Our primary competitors for these merchants in these markets include financial institutions and their affiliates and well-established payment processing companies that target merchants directly and through third parties, including Bank of America Merchant Services, Chase Paymentech, Elavon, Inc. (a subsidiary of U.S. Bancorp), First Data Corporation, Heartland Payment Systems, Inc., Vantiv, Inc., Global Payments, Inc. and Wells Fargo. Competing with financial institutions is challenging because they often bundle merchant acquiring services with other banking products. Our growth will depend on the continued growth of electronic payments and our ability to increase our market share through successful competitive efforts to gain new merchants.

~~Matter~~We compete against all forms of payments, including credit and ~~Procedure~~debit ~~for~~cards; ~~Bending~~automated ~~Device~~clearing house and bank transfers; other online payment services; mobile payments; and offline payment methods, including cash and check. In addition, many financial institutions, subsidiaries of financial institutions or well-established payment processing companies that we compete with ~~Board~~have ~~Assembly~~substantially ~~System~~greater capital, technological, management and marketing resources than we have. These factors may allow our competitors to offer better pricing terms to merchants, which could result in a loss of our potential merchants. This competition may effectively limit the prices we can charge our merchants and require us to control costs aggressively in order to maintain acceptable profit margins. Additionally, our future competitors may develop or offer services that have price or other advantages over the services we provide.

~~Angle~~Intellectual ~~Blending with Foddering between the molding Instrumentation~~ Property

~~Semi~~We have developed what we hope are proprietary technologies that may give us an edge in competing with our competitors. We rely on a combination of trade secrets and know-~~Automatic~~how to ~~Flat~~protect ~~steel~~our ~~Blending~~intellectual ~~Molding~~property. ~~System~~This strategy exposes us to the risk that others may learn of our trade secrets and know-how and employ this knowledge and thereby put us at a severe disadvantage with consequent injury to our ability to compete effectively in the marketplace.

~~Steel~~We ~~Channel~~face ~~Empty~~many ~~Capacity~~existing ~~Molding~~larger ~~System~~and more sophisticated competitors and others who are able enter the markets where we sell our products and compete against us in those markets. We have not obtained and have no plans to obtain any evaluation of our intellectual property rights or whether we may be able to prevail in the event that others claim that we are infringing upon their intellectual property rights. We cannot assure you that our intellectual property strategy is or will remain successful and we may suffer losses thereby.

~~Employees~~ 5

AsTable of ~~December 31, 2011, we employed a total of 323 employees. The following table sets forth the number of our employees by function.~~ Contents

Function		Number of Employees
Sales and Marketing Department		33
Procurement Department		3
Technical and Research and Development Department		16
Management, Financial, and Administrative Office		44
Production and Quality Control		227
Total		323

Marketing

~~Approximately~~We ~~230~~sell of our ~~employees~~products ~~are~~globally ~~located~~through ~~in our executive~~internet ~~offices in Anhui~~advertising, 5trade ~~employees~~directories ~~are located in Shenzhen, 3 employees are located in Beijing, 67 employees are located in Zhejiang,~~ and 18various ~~employees~~online ~~are~~media ~~located in overseas~~outlets.

Our employees in China participate in a state pension plan organized by Chinese municipal and provincial governments. We are required to contribute monthly to the plan at the rate of 23% of an employee’s average monthly salary. In addition, we are required by Chinese law to cover employees in China with various types of social insurance. We believe that we are in material compliance with the relevant PRC employment laws. Customers

~~Insurance~~Our principal customers are consumers who have need to send and receive funds from family, friends, peers, coworkers. We also develop software for other companies in any industry.

WeGovernment do not have any business liability, interruption or litigation insurance coverage for our operations in China. Insurance companies in China offer limited business insurance products. While business interruption insurance is available to a limited extent in China, we have determined that the risks of interruption, cost of such insurance and the difficulties associated with acquiring such insurance on commercially reasonable terms make it impractical for us to have such insurance. Therefore, we are subject to business and product liability exposure. See Item 1A “Risk Factors—Risks Related to Our Business—We have limited insurance coverage in China.” Regulation

6We operate in an increasingly complex legal and regulatory environment. Our business and the products and services that we offer are subject to a variety of federal, state and local laws and regulations and the rules and standards of the payment networks that we utilize to provide our electronic payment services, as more fully described below.

Dodd-Frank ~~Regulation~~ Act

The Dodd-Frank ~~Because~~Act ~~our~~and ~~primary~~the ~~operating~~related ~~subsidiaries~~rules ~~are~~and ~~located~~regulations have resulted in ~~China,~~significant wechanges ~~are~~to ~~subject~~the regulation of the financial services industry. Changes impacting the electronic payments industry include providing merchants with the ability to ~~China’s~~set ~~national~~minimum dollar amounts for the acceptance of credit cards and ~~local~~to ~~laws~~offer discounts or incentives to entice consumers to pay with cash, ~~including~~checks, ~~those~~debit ~~outlined~~cards ~~below.~~or credit Wecards, ~~believe~~as ~~that~~the wemerchant ~~are~~prefers. inNew ~~material~~rules ~~compliance~~also ~~with~~contain ~~all~~certain ~~registrations~~prohibitions on payment network exclusivity and ~~requirements~~merchant routing ~~for~~restrictions. Additionally, the Durbin Amendment to the Dodd-Frank Act provides that the interchange fees that certain ~~issuance~~issuers charge merchants for debit transactions will be regulated by the Federal Reserve and ~~maintenance~~must ofbe ~~all~~“reasonable ~~licenses~~and ~~required~~proportional” to the cost incurred by the ~~governing~~issuer ~~bodies~~in authorizing, clearing and ~~that~~settling ~~all~~the ~~license~~transactions. Rules released by the Federal Reserve in July 2011 to implement the Durbin Amendment mandate a cap on debit transaction interchange fees ~~and~~for ~~filings~~issuers ~~are~~with ~~current~~assets of $10 billion or greater.

The Dodd-Frank ~~Environmental~~Act ~~Matters~~ also created the Consumer Financial Protection Bureau (the “CFPB”), which has assumed responsibility for most federal consumer protection laws, and the Financial Stability Oversight Council, which has the authority to determine whether any non-bank financial company, such as us, should be supervised by the Board of Governors of the Federal Reserve System because it is systemically important to the U.S. financial system. Any new rules or regulations implemented by the CFPB or the Financial Stability Oversight Council or in connection with Dodd-Frank Act that are applicable to us, or any changes that are adverse to us resulting from litigation brought by third parties challenging such rules and regulations, could increase our cost of doing business or limit permissible activities.

Privacy ~~We are subject to various governmental regulations related to environmental protection. Our manufacturing facilities are subject to various pollution control regulations with respect to noise, water~~ and ~~air~~Information ~~pollution~~Security ~~and~~Regulations the disposal of waste and hazardous materials, including, China’s Environmental Protection Law, China’s Law on the Prevention and Control of Water Pollution and its implementing rules, China’s Law on the Prevention and Control of Air Pollution and its implementing rules, China’s Law on the Prevention and Control of Solid Waste Pollution, and China’s Law on the Prevention and Control of Noise Pollution. We are subject to periodic inspections by local environmental protection authorities. Our operating subsidiaries have received certifications from the relevant PRC government agencies in charge of environmental protection indicating that their business operations are in material compliance with the relevant PRC environmental laws and regulations. We are not currently subject to any pending actions alleging any violations of applicable PRC environmental laws.

We provide ~~Patents~~ services that may be subject to privacy laws and regulations of a variety of jurisdictions. Relevant federal privacy laws include the Gramm-Leach-Bliley Act of 1999, which applies directly to a broad range of financial institutions and indirectly, or in some instances directly, to companies that provide services to financial institutions. These laws and regulations restrict the collection, processing, storage, use and disclosure of personal information, require notice to individuals of privacy practices and provide individuals with certain rights to prevent the use and disclosure of protected information. These laws also impose requirements for safeguarding and proper destruction of personal information through the issuance of data security standards or guidelines. Our business may also be subject to the Fair Credit Reporting Act, which regulates the use and reporting of consumer credit information and also imposes disclosure requirements on entities who take adverse action based on information obtained from credit reporting agencies. In addition, there are state laws restricting the ability to collect and utilize certain types of information such as Social Security and driver’s license numbers. Certain state laws impose similar privacy obligations as well as obligations to provide notification of security breaches of computer databases that contain personal information to affected individuals, state officers and consumer reporting agencies and businesses and governmental agencies that own data.

The PRC Patent Law, adopted in 1984 and revised in 1992, 2000 and 2008, respectively, and the Implementing Rules of the PRC Patent Law, promulgated by the State Council in 2001 and revised in 2002 and 2010 respectively, govern and protect the proprietary rights to registered patents. The State Intellectual Property Office, or SIPO, handles patent registration and grants a term of twenty years to inventions and a term of ten years to utility models and designs. The protection to patent rights may be terminated before expiry of the term granted as a result of the failure of the registrant to pay the annual registration fee accordingly. Patent license agreements and transfer agreements must be filed with the SIPO for record. 6

~~Land~~Table ~~Use~~of ~~Rights~~ Contents

Anti-Money ~~All~~Laundering ~~urban land in China is owned by the State. Pursuant to Interim Regulations of the People’s Republic of China Concerning the Assignment~~ and ~~Transfer of the Right to the Use of the State~~Counter-~~owned~~Terrorism ~~Land~~Regulation in the Urban Areas, which became effective on May 19, 1990, individuals and companies are permitted to acquire rights to use urban land or land use rights for specific purposes, including residential, industrial and commercial purposes. The land use rights are granted for a period of 70 years for residential purposes, 50 years for industrial purposes and 40 years for commercial purposes. These periods may be renewed at the expiration of the initial and any subsequent terms. Upon approval by both the land administrative authorities and city planning authorities, industrial parcel uses may be converted to other uses, and the duration and other clauses in the land use right granting agreement will be revised to match the new use. Granted land use rights are transferable and may be used as security for borrowings and other obligations. We have received the necessary land use right certificates for the properties described under Item 2 “Properties.”

Our business is subject to U.S. federal anti-money laundering laws and regulations, including the Bank Secrecy Act of 1970, as amended by the USA PATRIOT Act of 2001, which we refer to collectively as the “BSA.” The BSA, among other things, requires money services businesses to develop and implement risk-based anti-money laundering programs, report large cash transactions and suspicious activity and maintain transaction records. We are also subject to certain economic and trade sanctions programs that are administered by the Treasury Department’s Office of Foreign ~~Currency~~Assets ~~Exchange~~Control, or OFAC, that prohibit or restrict transactions to or from or dealings with specified countries, their governments and, in certain circumstances, their nationals, narcotics traffickers and terrorists or terrorist organizations. Similar anti-money laundering, counter terrorist financing and proceeds of crime laws apply to movements of currency and payments through electronic transactions and to dealings with persons specified on lists maintained by organizations similar to OFAC in several other countries and which may impose specific data retention obligations or prohibitions on intermediaries in the payment process. We have developed and continue to enhance compliance programs and policies to monitor and address related legal and regulatory requirements and developments.

We and ~~All~~many of our ~~sales~~merchants ~~revenue and expenses~~ are ~~denominated~~subject into ~~RMB.~~Section ~~Under~~5 of the ~~PRC~~Federal ~~foreign~~Trade ~~currency~~Commission ~~exchange~~Act ~~regulations~~prohibiting ~~applicable~~unfair toor ~~us,~~deceptive ~~RMB~~acts isor ~~convertible~~practices, or ~~for~~UDAP. ~~current~~In ~~account items~~addition, ~~including~~ the ~~distribution~~UDAP ofand ~~dividends,~~other ~~interest payments~~laws, ~~trade~~rules and ~~service-related~~ ~~foreign~~or ~~exchange transactions. Currently~~regulations, ~~our~~including ~~PRC~~the ~~operating~~Telemarketing ~~subsidiaries~~Sales Act, may ~~purchase~~directly ~~foreign~~impact the ~~currencies~~activities ~~for settlement~~ of ~~current~~certain ~~account transactions, including payments~~ of ~~dividends~~our ~~to us~~merchants, ~~employee salaries (even if employees are based outside of China),~~ and ~~payment~~in ~~for~~some ~~equipment~~cases ~~purchases~~may ~~outside~~subject ~~of China~~us, ~~without~~as the ~~approval of the State Administration of Foreign Exchange of the People~~merchant’s ~~Republic~~payment ofprocessor ~~China,~~ or ~~SAFE, by complying with certain procedural requirements.~~provider ~~Conversion~~ of ~~RMB~~certain ~~for capital account items~~services, ~~such~~to ~~as direct investment~~investigations, ~~loan~~fees, ~~security~~fines ~~investment~~ and ~~repatriation~~disgorgement of ~~investment,~~funds ~~however,~~if iswe ~~still~~are ~~subject~~deemed to ~~the~~have ~~approval~~aided ofand ~~SAFE.~~abetted Inor ~~particular,~~otherwise provided ifthe ~~our~~means ~~PRC~~and ~~operating~~instrumentalities ~~subsidiaries~~to ~~borrow~~facilitate ~~foreign currency~~the ~~through~~illegal ~~loans from us~~ or ~~other~~improper ~~foreign~~activities ~~lenders,~~of ~~these~~the ~~loans~~merchant ~~must~~through beour ~~registered with~~services. ~~SAFE,~~Various federal and ifstate weregulatory ~~finance~~enforcement agencies including the ~~subsidiaries~~Federal byTrade ~~means~~Commission ofand ~~additional~~the ~~capital~~states ~~contributions,~~attorneys ~~these~~general have ~~capital~~authority ~~contributions~~to ~~must~~take beaction ~~approved~~against bynon-banks ~~certain~~that ~~government~~engage ~~authorities,~~in ~~including~~UDAP ~~the~~or ~~Ministry~~violate ofother ~~Commerce~~laws, orrules ~~MOFCOM,~~and orregulations ~~their~~and ~~respective~~to ~~local~~the ~~branches.~~extent ~~These~~we ~~limitations~~are ~~could~~processing ~~affect~~payments ~~our~~or ~~PRC~~providing ~~operating~~services ~~subsidiaries’~~for ~~ability~~a tomerchant ~~obtain~~that ~~foreign~~may ~~exchange~~be ~~through~~in ~~debt~~violation orof ~~equity~~laws, ~~financing.~~rules Inand ~~the~~regulations, ~~event~~we ofmay be asubject ~~liquidation~~to ofenforcement ~~our~~actions ~~PRC~~and ~~subsidiaries,~~as ~~SAFE~~a ~~approval~~result ismay ~~required~~incur ~~before~~losses ~~the~~and ~~remaining~~liabilities ~~proceeds can~~that bemay ~~expatriated~~impact ~~from~~our ~~China~~business.

Other 7Regulations

We are ~~Taxation~~subject to U.S. federal and state unclaimed or abandoned property (escheat) laws which require us to turn over to certain government authorities the property of others we hold that has been unclaimed for a specified period of time such as account balances that are due to a distribution partner or merchant following discontinuation of its relationship with us. The Housing Assistance Tax Act of 2008 requires certain merchant acquiring entities and third-party settlement organizations to provide information returns for each calendar year with respect to payments made in settlement of electronic payment transactions and third-party payment network transactions occurring in that calendar year. Reportable transactions are also subject to backup withholding requirements.

Payment OnNetwork ~~March~~Rules ~~16, 2007, the National People's Congress of China passed a new Enterprise Income Tax Law, or EIT Law,~~ and onStandards November 28, 2007, the State Council of China passed its implementing rules, which took effect on January 1, 2008. Before the implementation of the EIT Law, foreign invested enterprises, or FIEs, established in the PRC, unless granted preferential tax treatments by the PRC government, were generally subject to an earned income tax, or EIT, rate of 33.0%, which included a 30.0% state income tax and a 3.0% local income tax. The EIT Law and its implementing rules impose a unified EIT of 25.0% on all domestic-invested enterprises and FIEs, unless they qualify under certain limited exceptions. Despite these changes, the EIT Law gives FIEs established before March 16, 2007, or Old FIEs, a five-year grandfather period during which they can continue to enjoy their existing preferential tax treatments. During this five-year grandfather period, the Old FIEs which enjoyed tax rates lower than 25% under the original EIT law will be subject to gradually increased EIT rates over a 5-year period until their tax rate reaches 25%. In addition, the Old FIEs that are eligible for other preferential tax treatments by the PRC government under the original EIT law are allowed to continue enjoying their preference until these preferential treatment periods expire. Since January 2010, TEC Tower has qualified as a government recognized High-and New-Technology Enterprise and was subject to a reduced EIT rate of 15% for 2011.

Payment Innetworks ~~addition~~establish totheir ~~the~~own ~~changes~~rules toand ~~the~~standards ~~current~~that ~~tax~~allocate ~~structure,~~responsibilities ~~under~~among the ~~EIT~~payment ~~Law,~~networks anand ~~enterprise~~their ~~established~~participants. These ~~outside~~rules ofand ~~China~~standards, ~~with~~including ~~“de~~the ~~facto~~PCI ~~management~~DSS, ~~bodies”~~govern ~~within~~a ~~China~~variety isof ~~considered~~areas aincluding ~~resident~~how ~~enterprise~~consumers and ~~will~~merchants ~~normally~~may beuse ~~subject~~their cards, todata ~~an EIT~~security and allocation of ~~25%~~liability onfor ~~its~~certain ~~global~~acts ~~income.~~or ~~The~~omissions ~~implementing~~including ~~rules~~liability ~~define~~in the ~~term~~event ~~“de~~of ~~facto~~a ~~management~~data breach. ~~bodies”~~The aspayment ~~“an~~networks ~~establishment~~may ~~that~~change ~~exercises,~~these inrules ~~substance,~~and ~~overall~~standards ~~management~~from ~~and~~time ~~control~~to ~~over~~time ~~the~~as ~~production,~~they ~~business,~~may ~~personnel, accounting,~~determine ~~etc.,~~in oftheir asole ~~Chinese~~discretion and ~~enterprise.”~~with Ifor ~~the~~without ~~PRC~~advance ~~tax~~notice ~~authorities~~to ~~subsequently~~their ~~determine~~participants. ~~that~~These wechanges ~~should~~may be ~~classified~~made for any number of reasons, including as a ~~resident~~result of ~~enterprise,~~changes ~~then~~in ~~our~~the ~~organization’s~~regulatory ~~global~~environment, ~~income~~to ~~will~~maintain beor ~~subject~~attract new participants, or to ~~PRC~~serve ~~income~~the ~~tax~~strategic initiatives of ~~25%. For~~the ~~detailed~~networks ~~discussion~~and ofmay ~~PRC~~impose ~~tax~~additional ~~issues~~costs ~~related~~and toexpenses ~~resident~~on ~~enterprise~~or ~~status,~~be ~~see~~disadvantageous ~~Item~~to 1Acertain ~~“Risk~~participants. ~~Factors—Risks~~Participants ~~Related~~are subject to ~~Doing~~audit ~~Business~~by inthe ~~China—Under~~payment ~~the~~networks ~~New~~to ~~Enterprise~~ensure ~~Income~~compliance ~~Tax~~with ~~Law,~~applicable werules ~~may~~and bestandards. ~~classified~~The asnetworks amay ~~‘resident~~fine and penalize and/or ~~enterprise’~~suspend the registration of ~~China.~~participants ~~Such~~for ~~classification~~certain ~~will~~acts ~~likely~~or ~~result~~omissions inor ~~unfavorable~~the ~~tax~~failure ~~consequences~~of the participants to uscomply ~~and~~with ~~our~~applicable rules ~~non-PRC~~and ~~stockholders~~standards.”

InAn ~~addition, the EIT Law and its implementing rules generally provide that an income tax rate~~ example of ~~10%~~a ~~will~~recent ~~normally~~standard beis ~~applicable to dividends payable to investors that are “non-resident enterprises~~EMV,” ~~or non-resident investors,~~ which ~~(i) do not have an establishment or place of business in the PRC or (ii) have an establishment or place of business in the PRC, but the relevant income~~ is ~~not~~mandated ~~effectively~~by connected with the establishment or place of business to the extent such dividends are derived from sources within the PRC. The State Council of the PRC or a tax treaty between China and the jurisdictions in which the non-PRC investors reside may reduce such income tax. Under the Arrangement between the Mainland and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on IncomeVisa, ~~effective as of January 1~~MasterCard, ~~2007,~~American ~~such~~Express ~~dividend~~and ~~withholding~~Discover ~~tax rate is reduced~~ to 5%be ifsupported aby ~~Hong~~payment ~~Kong resident~~processors ~~enterprise~~by ~~owns~~April ~~over~~2013 ~~25%~~and ofby ~~the~~merchants ~~PRC~~by ~~company~~October ~~distributing the dividends~~2015. AsThis ~~TEC~~mandate HKsets isnew arequirements ~~Hong Kong company~~ and ~~owns~~technical ~~100% of TEC Tower and STT~~standards, ~~under~~including ~~the~~requiring IPOS ~~aforesaid~~systems ~~arrangement,~~to ~~any dividends that such entities pay TEC HK may~~ be ~~subject~~capable toof aaccepting ~~withholding tax at~~ the ~~rate~~more ofsecure ~~5%. However, if TEC HK is not considered to be the~~ “~~beneficial owner~~chip” ofcards ~~such~~that ~~dividends~~utilize ~~under~~ the ~~Notice~~EMV ~~Regarding~~standard ~~Interpretation~~ and ~~Recognition~~setting ~~of Beneficial Owners under Tax Treaties, or Notice 601, promulgated by~~new ~~the~~rules ~~State~~for ~~Administration~~data ofhandling ~~Taxation~~and onsecurity. ~~October~~Processors ~~27,~~and ~~2009,~~merchants ~~such~~that ~~dividends~~do ~~would~~not becomply ~~subject~~with to the ~~withholding~~mandate ~~tax rate of 10%. The withholding tax rate of 5%~~ or ~~10%~~do ~~applicable~~not touse ~~TEC~~systems HKthat ~~will have a significant impact on the amount of dividends to be~~are ~~received~~EMV bycompliant ~~the~~risk ~~Company~~fines and ~~ultimately~~liability byfor ~~stockholders.~~fraud-related losses.

To provide ~~Pursuant~~our toelectronic ~~the~~payments ~~Provisional~~services, ~~Regulation~~we ofmust ~~China~~be onregistered ~~Value~~either ~~Added~~indirectly ~~Tax~~or ~~and~~directly ~~its~~as ~~implementing~~service ~~rules,~~providers ~~all~~with ~~entities~~the ~~and~~payment ~~individuals~~ networks that ~~are~~we ~~engaged~~utilize. inBecause ~~the~~we ~~sale~~are ofnot ~~goods~~a bank, ~~the~~we ~~provision~~are ofnot ~~repairs~~eligible ~~and~~for ~~replacement~~membership ~~services~~in ~~and~~certain ~~the~~payment ~~importation~~networks, ofincluding ~~goods~~Visa inand ~~China~~MasterCard, and are ~~generally~~therefore ~~required~~unable to ~~pay~~directly ~~value~~access ~~added~~these ~~tax~~networks. The operating regulations of certain payment networks, including orVisa ~~VAT~~and MasterCard, atrequire us to be sponsored by a ~~rate~~member ofbank ~~17.0%~~as ofa ~~the~~service ~~gross~~provider. ~~sales~~We ~~proceeds~~are ~~received,~~not ~~less~~registered with any payment ~~deductible~~networks. ~~VAT~~In ~~already~~due ~~paid~~course orwe ~~borne~~plan byto set up the ~~taxpayer~~necessary sponsorships with our banking connections. ~~Further,~~Any ~~when~~agreement ~~exporting~~with ~~goods,~~our bank ~~the~~sponsors ~~exporter~~give isthem ~~entitled~~substantial todiscretion ~~some~~in ~~or all~~approving certain aspects of ~~the~~our ~~refund~~business ofpractices ~~VAT~~including ~~that~~our itsolicitation, application ~~has~~and ~~already~~qualification ~~paid~~procedures orfor ~~borne~~merchants and the terms of our agreements with merchants.

8 7

~~Dividend~~Table ~~Distributions~~of Contents

~~Substantially~~Item ~~all of our sales are earned by our PRC subsidiaries~~1A. ~~However,~~Risk PRC regulations restrict the ability of our PRC subsidiaries to make dividends and other payments to its offshore parent company. PRC legal restrictions permit payments of dividends by our PRC subsidiaries only out of their accumulated after-tax profits, if any, determined in accordance with PRC accounting standards and regulations. Our PRC subsidiaries are also required under PRC laws and regulations to allocate at least 10% of their annual after-tax profits determined in accordance with PRC GAAP to a statutory general reserve fund until the amounts in said fund reaches 50% of our registered capital. Allocations to these statutory reserve funds can only be used for specific purposes and are not transferable to us in the form of loans, advances, or cash dividends. Factors

The following risk factors could materially affect our business, ~~Circular~~financial 75condition, and results of operations. These risk factors and other information in this Annual Report on Form 10-K should be carefully considered in evaluating our business. They are provided for investors as permitted by the Private Securities Litigation Reform Act of 1995. It is not possible to identify or predict all such factors and, therefore, the following should not be considered to be a complete statement of all the uncertainties we face.

OnRISKS ~~November~~RELATED 1,TO ~~2005,~~OUR ~~SAFE~~FINANCIAL issued the Notice on Relevant Issues Concerning Foreign Exchange Administration for Domestic Residents to Engage in Overseas Financing and Round Trip Investment via Overseas Special Purpose Vehicles, or Circular 75, whichCONDITION ~~regulates~~AND ~~the~~OUR foreign exchange matters in relation to the use of a special purpose vehicle, or SPV, by PRC residents to seek offshore equity financing and conduct “round trip investment” in China. Under Circular 75, a SPV refers to an offshore entity established or controlled, directly or indirectly, by PRC residents or PRC entities for the purpose of seeking offshore equity financing using assets or interests owned by such PRC residents or PRC entities in onshore companies, while “round trip investment” refers to the direct investment in China by the PRC residents through the SPVs, including, without limitation, establishing FIEs and using such foreign-invested enterprises to purchase or control onshore assets through contractual arrangements. Circular 75 requires that, before establishing or controlling a SPV, PRC residents and PRC entities are required to complete foreign exchange registration with the local offices of SAFE for their overseas investments. BUSINESS

~~Circular~~Impact ~~75 applies retroactively. PRC residents who have established or acquired control~~ of ~~the SPVs which have completed “round~~COVID-~~trip~~19 investment” before the implementation of Circular 75 shall register their ownership interests or control in such SPVs with the local offices of SAFE before March 31, 2006. An amendment to the registration is required if there is a material change in the SPV, such as increase or reduction of share capital and transfer of shares. Failure to comply with the registration procedures set forth in Circular 75 may result in restrictions on the foreign exchange activities of the relevant FIEs, including the payment of dividends and other distributions, such as proceeds from any reduction in capital, share transfer or liquidation, to its offshore parent or affiliate and the capital inflow from the offshore parent, and may also subject relevant PRC residents to penalties under PRC foreign exchange administration regulations. Pandemic

AsOn weMarch ~~stated~~11, ~~under~~2020, ~~Item~~the 1AWorld ~~“Risk~~Health Organization ~~factors—Risks~~characterized ~~Related~~COVID-19, toa ~~Doing~~new ~~Business~~respiratory indisease ~~China—Failure~~caused ~~to comply with PRC regulations relating to the establishment of offshore special purpose companies~~ by ~~PRC~~a ~~residents~~novel ~~may~~coronavirus, ~~subject~~as ~~our~~a ~~PRC resident~~pandemic, ~~stockholders~~and toon ~~personal~~March ~~liability~~13, ~~limit~~2020, President ~~our~~Trump ~~ability~~declared tothe ~~acquire~~COVID-19 ~~PRC~~outbreak ~~companies~~in orthe toUnited ~~inject~~States ~~capital~~a ~~into~~national ~~our~~emergency. ~~PRC~~The ~~subsidiaries,~~COVID-19 ~~limit~~outbreak ~~our~~in ~~PRC~~the ~~subsidiaries’~~United ~~ability to distribute profits to us or otherwise materially adversely affect~~States ~~us,”~~has weexpanded ~~have~~in ~~asked~~recent ~~our stockholders~~weeks, ~~who~~and ~~are~~has ~~PRC~~resulted ~~residents as defined~~ in ~~Circular~~stay-at 75home orders, toschool ~~register~~closures ~~with~~and ~~the~~widespread ~~relevant~~business ~~branch~~shutdowns ofacross the ~~SAFE,~~country. asThe ~~currently~~COVID-19 ~~required,~~outbreak inhas ~~connection~~had ~~with~~a ~~their~~significant ~~equity~~adverse ~~interests~~impact ~~in us~~ and ~~our~~created ~~acquisitions~~many ofuncertainties ~~equity~~related ~~interests in~~to our ~~PRC subsidiaries. However~~business, ~~many of the terms~~ and ~~provisions~~we inexpect ~~Circular~~that 75it ~~remain~~will ~~unclear~~continue ~~and~~to ~~implementation~~do byso. ~~central~~Given ~~SAFE~~the ~~and~~unprecedented ~~local~~nature ~~SAFE branches~~ of ~~Circular~~the 75COVID-19 ~~have~~outbreak ~~been~~and ~~inconsistent~~the ~~since~~fast ~~their~~pace ~~adoption.~~at ~~Therefore, we cannot predict how~~which ~~Circular~~new 75developments ~~will~~relating ~~affect~~to ~~our~~the ~~business~~outbreak ~~operations~~are ~~or future strategies. For example~~occurring, ~~our~~it ~~present~~is ~~and~~difficult ~~prospective PRC subsidiaries’ ability~~ to ~~conduct~~assess ~~foreign~~or ~~exchange~~predict ~~activities, such as~~ the ~~remittance~~short-term ofor ~~dividends~~long-term ~~and foreign~~effects ~~currency-denominated~~of ~~borrowings,~~the ~~may~~outbreak beon ~~subject to compliance with Circular 75 by~~ our ~~PRC~~financial ~~resident beneficial holders~~performance.

The COVID-19 outbreak has caused ~~Employee~~substantial ~~Stock~~financial ~~Option~~market ~~Plans~~volatility orin ~~Incentive~~recent ~~Plans~~ weeks and has significantly adversely affected both the U.S. and the global economy. The extensive shutdowns of businesses, schools, and shops and other reductions in both consumer and industrial business activity across the country and globally have substantially decreased our revenue opportunities and increased financial uncertainty. The outbreak has already resulted in a contraction in U.S. gross domestic product (“GDP”) for the first quarter of 2020 and could result in a sustained drop in the level of U.S. economic activity which will adversely impact our future growth and revenues.

Our future business outlook and Inexpectations ~~December~~are ~~2006,~~very ~~the~~uncertain ~~People’s~~due ~~Bank~~to ofthe ~~China~~impact ~~promulgated~~of the ~~Administrative~~COVID-19 ~~Measures~~outbreak onand ~~Individual~~are ~~Foreign~~very ~~Exchange,~~difficult to quantify. It is difficult to assess or predict the ~~Individual~~impact ~~Foreign~~of ~~Exchange~~this ~~Regulations,~~unprecedented ~~setting~~event ~~forth~~on ~~the~~our ~~requirements~~business, ~~for~~financial ~~foreign~~results ~~exchange~~or ~~transactions~~financial bycondition. Factors ~~individuals~~that ~~(both~~will ~~PRC~~impact orthe ~~non-PRC~~extent ~~citizens)~~to ~~under~~which the ~~current~~COVID-19 ~~account~~outbreak affects our business, financial results and financial condition include: the ~~capital~~duration, ~~account.~~spread Inand ~~January~~severity ~~2007,~~of ~~SAFE~~the ~~issued~~outbreak; the ~~implementation~~actions ~~rules~~taken ~~for~~to contain the ~~Individual~~virus ~~Foreign~~or ~~Exchange~~treat ~~Regulations~~its ~~which~~impact, ~~among~~including ~~other~~government actions ~~things,~~to ~~specified~~mitigate the ~~approval~~economic ~~and registration~~impact ~~requirement~~of ~~for~~the ~~certain~~outbreak; ~~capital~~and ~~account~~how ~~transactions~~quickly ~~such~~and asto awhat ~~PRC~~extent ~~citizen’s~~normal ~~participation~~economic inand ~~employee~~operating ~~share~~conditions can ~~ownership~~resume, ~~and~~including ~~share~~whether ~~option~~any ~~plans~~future ofoutbreaks ~~overseas~~interrupt ~~listed~~economic ~~companies~~recovery.

~~Pursuant~~Because towe ~~the~~have ~~implementation~~a ~~rules~~limited ofoperating ~~Circular 75 issued by the SAFE on May 29~~history, you ~~2007,~~may ~~employee~~not ~~share ownership plans of SPVs and employee share option plans of SPVs must~~ be ~~filed~~able ~~with the SAFE while applying for the registration for the establishment of the SPVs. After employees exercise their options, they must apply for an amendment~~ to ~~the~~accurately ~~registration~~evaluate ~~for~~our ~~the SPV with the SAFE~~operations.

We have had limited operations to date. Therefore, 9we have a limited operating history upon which to evaluate the merits of investing in our company. Potential investors should be aware of the difficulties normally encountered by new companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the operations that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to the ability to generate sufficient cash flow to operate our business, and additional costs and expenses that may exceed current estimates. We expect to incur significant losses into the foreseeable future. We recognize that if the effectiveness of our business plan is not forthcoming, we will not be able to continue business operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.

On March 28, 2007, SAFE promulgated the Operating Procedures on Administration of Foreign Exchange for PRC Individuals’ Participation in Employee Share Ownership Plans and Employee Share Option Plans of Overseas Listed Companies, or the Share Option Rules. Under the Share Option Rules, PRC citizens who are granted incentive stock or stock options by an overseas-listed company according to its employee stock option or stock incentive plan are required to entrust their employers (including the overseas listed companies and the subsidiaries or branch offices of such offshore listed companies in China), or engage other qualified PRC agents, to register with SAFE and complete certain other procedures related to the stock option or stock incentive plan. Foreign exchange income from the sale of stock or dividends distributed by the overseas-listed company must be remitted into China. In addition, the overseas-listed company or its PRC subsidiary or any other qualified PRC agent is required to appoint an asset manager or administrator and a custodian bank, and open foreign currency accounts to handle transactions relating to the stock option or stock incentive plan. As of the date of this report, we have not granted any incentive stock or stock options to our PRC citizen employees, however, if we do so in the future, our PRC citizen employees who are granted restricted stock or stock options will be subject to these rules upon the listing and trading of our common stock. 8

~~Mergers~~Table ~~and~~of ~~Acquisitions~~ Contents

OnOur ~~August~~investors 8,may ~~2006,~~lose ~~six~~their ~~PRC~~entire regulatory agencies promulgated the Regulation on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the M&A Rule, which became effective on September 8, 2006. According to the M&A Rule, ainvestment ~~“Round-trip~~because ~~Investment”~~our isfinancial ~~defined~~status ascreates ~~having taken place when~~ a ~~PRC~~doubt ~~business~~whether ~~that~~we iswill ~~owned~~continue byas ~~PRC individual(s) is sold to~~ a ~~non-PRC~~going ~~entity that is established or controlled, directly or indirectly, by those same PRC individual(s)~~concern. Under the M&A Rule, any Round-trip Investment must be approved by MOFCOM and any indirect arrangement or series of arrangements which achieves the same end result without the approval of MOFCOM is a violation of PRC law.

OnOur ~~May 4~~auditors, ~~2010,~~in ~~our~~their ~~Chairman~~opinion ~~and~~included ~~CEO, Mr. Chun Lu, entered into an option agreement~~ with this ~~Mr.~~Annual ~~Hua~~Report ~~Peng~~have ~~Phillip~~stated ~~Wong,~~that ~~pursuant to which Mr. Lu was granted an option to acquire 17,797,372 shares our common stock~~ currently ~~owned~~we bydo ~~Mr. Wong for an exercise price of $1,000,000. Mr. Lu may exercise this option, in whole but~~ not inhave ~~part,~~sufficient ~~during~~cash ~~the~~nor ~~period~~do ~~commencing~~we onhave ~~the~~a ~~365th~~significant ~~day~~source ~~following~~ of ~~the~~revenues ~~date~~to cover ofour ~~the~~operational ~~option~~costs ~~agreement~~ and ~~ending~~allow onus ~~the~~to ~~second~~continue ~~anniversary~~as ofa ~~the~~going ~~date thereof~~concern. We ~~After~~seek ~~Mr.~~to Luraise ~~exercises~~operating ~~this~~capital ~~option,~~to ~~he will be~~ implement our ~~controlling~~business ~~stockholder.~~plan ~~His~~in ~~acquisition~~an offering of our ~~equity~~common ~~interest,~~stock. Our orplan ~~the~~specifies ~~Acquisition,~~a isminimum ~~required~~amount ~~to be registered with the competent administration~~ of ~~industry and commerce authorities~~$100,000 ~~or AIC,~~ in ~~Beijing.~~additional operating ~~Mr.~~capital ~~Lu will also be required~~ to ~~make~~operate ~~filings~~for ~~with~~ the ~~Beijing~~next ~~SAFE,~~twelve tomonths. ~~register~~However, ~~the~~there ~~Company~~can ~~and~~be ~~its~~no ~~non-PRC~~assurance ~~subsidiaries~~that tosuch ~~qualify~~offering ~~them~~will asbe ~~SPVs,~~successful. You ~~pursuant~~may tolose ~~Circular~~your 75entire ~~and Circular 106~~investment.

AsWe we stated under Item 1A “Risk factors—Risks Related to Doing Business in China—Our business and financial performance may be materially adversely affected if the PRC regulatory authorities determine that our acquisition of TEC HK constitutes a Round-trip Investment without MOFCOM approval,” the PRC regulatory authorities may take the view that the Acquisition and the reverse acquisition of TEC HK are ~~part~~dependent ofon anoutside ~~overall series of arrangements which constitute a~~financing ~~Round-trip~~for ~~Investment~~continuation ~~because at the end~~ of ~~these transactions Mr. Lu will become the majority owner and effective controlling party of a foreign entity that acquired ownership of~~ our Chinese subsidiaries. The PRC regulatory authorities may also take the view that the registration of the Acquisition with the relevant AIC in Beijing and the filings with the Beijing SAFE may not be evidence that the Acquisition has been properly approved because the relevant parties did not fully disclose to the AIC, SAFE or MOFCOM the overall restructuring arrangements, the existence of the reverse acquisition of TEC HK and its link with the Acquisition. If the PRC regulatory authorities take the view that the Acquisition constitutes a Round-trip Investment without MOFCOM approval, they could invalidate our acquisition and ownership of our Chinese subsidiaries. We believe that if this takes place, we may be able to find a way to re-establish control of our Chinese subsidiaries’ business operations through a series of contractual arrangements rather than an outright purchase of our Chinese subsidiaries, but we cannot assure you that such contractual arrangements will be protected by PRC law or that we can receive as complete or effective economic benefit and overall control of our Chinese subsidiaries’ business than if the Company had direct ownership of our Chinese subsidiaries. ~~In addition, we cannot assure you that such contractual arrangements can be successfully effected under PRC law.~~

Because we have generated limited revenues 10and currently operate at a loss, we are completely dependent on the continued availability of financing in order to continue our business. There can be no assurance that financing sufficient to enable us to continue our operations will be available to us in the future.

~~ITEM~~We 1Awill need additional funds to complete further development of our business plan to achieve a sustainable sales level where ongoing operations can be funded out of revenues. ~~RISK~~We anticipate ~~FACTORS~~that we must raise $15 million to implement our business plan to its fullest potential and achieve our growth plans. There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us. We have not taken any steps to seek additional financing.

AnOur ~~investment~~failure into ~~our~~obtain ~~common~~future ~~stock~~financing ~~involves~~or ato produce ~~high~~levels ~~degree~~ of ~~risk.~~ ~~You~~revenue ~~should~~to ~~carefully~~meet ~~consider~~our ~~the~~financial ~~risks~~needs ~~described~~could ~~below,~~result ~~together with all of the other information included~~ in ~~this report, before making an investment decision. If any of the following risks actually occurs,~~ our ~~business,~~inability ~~financial condition~~to orcontinue ~~results~~as ofa ~~operations~~going ~~could~~concern ~~suffer. In that case~~and, ~~the~~as ~~trading~~a ~~price~~result, of our ~~common~~investors ~~stock~~ could ~~decline, and you may~~ lose ~~all~~their orentire ~~part of your~~ investment. You should read the section entitled “Special Note Regarding Forward Looking Statements” above for a discussion of what types of statements are forward-looking statements, as well as the significance of such statements in the context of this report.

~~RISKS~~Our ~~RELATED~~operating TOresults ~~OUR~~may ~~BUSINESS~~fluctuate, which could have a negative impact on our ability to grow our client base, establish sustainable revenues and succeed overall.

Our ~~products~~results ~~often~~of ~~are~~operations ~~subject~~may tofluctuate ~~customer~~as a ~~testing~~result of a number of factors, ~~inspection~~ ~~and~~some ~~approval.~~of which are beyond our control including but not limited to:

We§ ~~frequently~~general ~~supply~~economic ~~our~~conditions ~~tower~~in ~~design services and tower products to prime contractors under subcontractor agreements which incorporate terms of~~ the ~~prime~~geographies ~~contract~~ and ~~often~~industries ~~include~~where ~~the testing, inspection and approval requirements that are a precondition of payment to us by the prime contractor and/or the end-customer. Although~~ we ~~endeavor~~sell ~~to satisfy the requirements of each of these contracts to which we are a party, no assurance can be given that the necessary approval of~~ our products and ~~services~~conduct will be granted on a timely basis or at all, and that we will receive any payments due to us. In some cases, we may be dependent on subcontractors to complete other portions of these projects which may also delay payments to us. Any failure to obtain these approvals and payments may have a material adverse effect on our business and future financial performance operations;

In§ ~~order~~legislative topolicies ~~grow~~where ~~at the pace expected by management,~~ we ~~will~~ ~~require~~sell ~~additional capital to support~~ our ~~long-term~~products ~~growth strategies. If we are unable to obtain additional capital in future years, we may be unable to proceed with our plans~~ and weconduct ~~may be forced to curtail our~~ operations. ;

~~Our~~§ ~~working capital requirements and~~ the ~~cash~~budgetary ~~flow~~constraints ~~provided by future operating activities, if any, will vary greatly from quarter to quarter, depending on the volume~~ of ~~business during the period and payment terms with~~ our ~~customers.~~ We will require additional working capital to support our long-term growth strategies, which includes identifying suitable targets for horizontal or vertical mergers or acquisitions so as to enhance the overall productivity and benefit from economies of scale. However, due to the uncertainty arising out of domestic and global economic conditions and the ongoing tightening of domestic credit markets, we may not be able to generate adequate cash flows or obtain adequate levels of additional financing, whether through equity financing, debt financing or other sources. Even if we are able to get additional financing, it might not be on terms that are favorable to the Company. Furthermore, additional financings could result in significant dilution to our earnings per share or the issuance of securities with rights superior to our current outstanding securities, including registration rights. If we are unable to raise additional financing, we may be unable to implement our long-term growth strategies, develop or enhance our products and services, take advantage of future opportunities or respond to competitive pressures on a timely basis, if at all. In addition, a lack of additional financing could force us to substantially curtail operations. customers;

~~Our~~§ ~~business could be adversely affected by reduced levels of cash, whether from operations or from borrowings.~~ seasonality;

~~Historically,~~§ ~~our~~success ~~principal sources~~ of ~~funds have been cash flows from operations and borrowings from banks and other institutions. Our commercial short term bank loans totaled $20.3 million as of December 31, 2011. While~~ our ~~current~~strategic ~~bank~~growth loan agreements do not contain any specific credit agreement covenants, there can be no assurance that we will generate sufficient earnings and cash flow to repay our bank loans when they mature. In the event of a default, there can be no assurance that we could negotiate a new credit agreement or that we could obtain a new credit agreement with satisfactory terms and conditions within a reasonable time period. initiatives;

~~Our~~§ ~~business~~costs ~~and~~associated ~~operations~~with ~~will~~the ~~suffer~~launching ~~if prime contractors~~ or ~~end-~~integration ~~customers~~of ~~prove~~new toor beacquired ~~not creditworthy.~~ businesses;

In§ ~~our industry, companies such as ours that are subcontractors on large transmission construction projects are often subject to~~ the ~~terms~~timing of ~~a prime~~new ~~contract,~~product ~~including~~introductions ~~payment terms. We sometimes do not receive full payment on a project until the prime contractor is paid~~ by ~~the end-customer. Consequently~~us, ~~we extend credit to some of~~ our ~~customers~~suppliers ~~while generally requiring no collateral. Generally, our customers pay in installments, with a portion of the payment upfront, a portion of the payment upon receipt of our products by our customers~~ and ~~before the installation, and a portion of the payment after the installation of~~ our products and upon satisfaction of our customer. Sometimes, a small portion of the payment will not be paid until after a certain period following the installation. We perform ongoing credit evaluations of our customers’ financial condition and generally have no difficulties in collecting our payments. However, if we encounter future problems collecting amounts due from our clients or if we experience delays in the collection of amounts due from our clients, our liquidity could be negatively affected. In order to reduce collection risks, we have turned down some opportunities that we believed carried unfavorable payment terms. Our customers are primarily large enterprises with strong recurring cash flow. We believe that we will be able to collect current amounts due from our customers. competitors;

11§ our product mix, availability, utilization and pricing;

If§ ~~our~~the ~~suppliers fail to perform their contractual obligations~~mix, ~~our~~by ~~ability~~state ~~to provide services~~ and ~~products to our customers~~country, asof ~~well as~~ our ~~ability to obtain future business~~revenues, ~~may~~personnel beand ~~harmed.~~ assets;

~~Many~~§ ofmovements ~~our~~in ~~products~~interest ~~include~~rates parts and raw materials procured from other companies upon which we rely to provide a portion of the products that we provide to our customers. There is a risk that we may have disputes with our suppliers, including disputes regarding the quality and timeliness of parts and raw materials provided by these suppliers. A failure by one or ~~more~~tax of our suppliers to satisfy the agreed-upon contracts may materially and adversely impact our ability to perform our obligations to our customers, could expose us to liability and could have a material adverse effect on our ability to compete for future contracts and orders. rates;

~~Because~~§ ~~steel~~changes ~~is a key material~~ in ~~our business operations~~, ~~we are subject to the fluctuations in the steel~~ and ~~iron~~application ~~ore~~of, ~~market~~ accounting rules;

~~The~~§ ~~primary~~changes ~~raw material for our products is steel. Steels prices have fluctuated greatly~~ in ~~recent years. We have taken measures to offset~~ the ~~negative~~regulations ~~effect~~applicable ~~of price fluctuations, and entered into long-term supplier relationship with some steel producers at variable prices relative~~ to ~~the~~us; ~~market price. However, we cannot predict the future trends of steel prices,~~ and ~~large swings in steel price might greatly affect our profitability.~~

~~Our~~§ ~~success~~litigation ~~relies on our management’s ability to understand the electric transmission and wireless communication industries~~matters.

WeAs ~~target~~a ~~the~~result ~~rapidly~~of ~~evolving~~these ~~electric transmission and wireless communication markets for tower and related products and services. As such~~factors, itwe ismay ~~critical~~not ~~that~~succeed in our ~~management is able to understand industry trends and make good strategic~~ business ~~decisions.~~ ~~If our management is unable to identify industry trends~~ and ~~act~~we incould ~~response~~go toout ~~such~~of ~~trends in a way that is beneficial to us, our~~ business ~~will suffer~~.

IfIn the event that we are unable to ~~respond~~successfully compete toin the ~~rapid~~mobile ~~changes~~payment inplatform ~~our industries and changes in our customers’ requirements and preferences~~industry, ~~our~~we ~~business,~~may ~~financial~~not ~~condition~~be ~~and~~able ~~results~~to ofachieve ~~operations~~profitable ~~could be adversely affected~~operations.

IfWe weface ~~are~~substantial ~~unable,~~competition ~~for~~in ~~technological,~~the ~~legal,~~industry. Due ~~financial~~to orour ~~other~~small ~~reasons~~size, toit ~~adapt~~can inbe aassumed ~~timely~~that ~~manner~~many toof ~~changing~~our ~~market~~competitors ~~conditions~~have orsignificantly ~~customer~~greater ~~requirements~~financial, wetechnical, ~~could~~marketing and ~~lose~~other ~~customers~~competitive ~~and~~resources. ~~market~~Accordingly, ~~share.~~these ~~The~~competitors ~~electric~~may ~~transmission~~have ~~and~~already ~~wireless communication~~begun ~~industries~~to ~~are~~establish ~~characterized~~brand-recognition bywith ~~fairly~~consumers. We ~~rapid~~will ~~technological~~attempt ~~change.~~to ~~Changes~~compete inagainst ~~customer~~these ~~requirements~~competitors ~~and~~by ~~preferences,~~developing features that exceed the ~~frequent~~features ~~introduction~~offered ofby ~~new~~competitors. ~~products~~However, we ~~and~~cannot ~~services~~assure ~~embodying~~you ~~new~~that ~~technologies~~our ~~and~~products ~~the~~will ~~emergence~~outperform ofcompeting ~~new~~products ~~industry standards~~or ~~and~~those ~~practices~~competitors ~~could~~will ~~render~~not ~~our~~develop ~~existing~~new products, ~~services~~that exceed ~~and~~what ~~systems~~we ~~obsolete~~provide. ~~The~~In ~~nature~~addition, ofwe ~~products~~may ~~and~~face ~~services~~competition inbased ~~the~~on ~~electric~~price. ~~transmission~~If ~~and~~our ~~wireless~~competitors ~~communication~~lower ~~industries~~the ~~and~~prices on their ~~rapid~~products, then ~~evolution~~it ~~will~~may ~~require~~not ~~that~~be ~~we continually~~possible ~~improve~~for ~~the~~us ~~performance,~~to ~~features~~market ~~and reliability of~~ our products ~~and~~at ~~services.~~prices ~~Our~~that ~~success~~are ~~will~~economically ~~depend,~~viable. inIncreased ~~part,~~competition oncould ~~our ability to~~result in:

~~enhance~~§ ~~our~~Lower ~~existing~~than ~~products~~projected ~~and services~~revenues;

~~anticipate~~§ ~~changing~~Price ~~customer~~reductions ~~requirements by designing, developing,~~ and ~~launching~~lower ~~new~~profit ~~products and services that address the increasingly sophisticated and varied needs of our current and prospective customers~~margins; ~~and~~

~~respond~~§ toThe ~~technological~~inability ~~advances~~to develop and ~~emerging~~maintain ~~industry~~our ~~standards~~products ~~and~~with ~~practices~~features onand ausability ~~cost-effective~~sought ~~and~~by ~~timely~~potential ~~basis~~customers.

~~The~~Any ~~development~~one of ~~additional~~these ~~products~~results ~~and~~could ~~services~~adversely ~~involves significant technological and business risks and requires substantial expenditures and lead time. If we fail to introduce products with new technologies and standards in a timely~~affect ~~manner, or adapt~~ our ~~products to these new technologies and standards, our~~ business, financial condition and results of operations ~~could be adversely affected~~. WeIn ~~cannot~~addition, ~~assure~~our ~~you~~competitors ~~that~~may ~~even~~develop ifcompeting ~~we are able to introduce new~~ products orthat ~~adapt our~~achieve ~~products~~greater tomarket ~~new technologies and standards that our products will gain~~ acceptance ~~among our customers~~. InIt ~~addition,~~is ~~from~~also ~~time~~possible tothat ~~time,~~new ~~we or our~~ competitors may ~~announce~~emerge ~~new~~and ~~products,~~acquire ~~product~~significant ~~enhancements~~market orshare. ~~technological~~Our ~~innovations that have the~~inability ~~potential~~ to ~~replace~~achieve orsales ~~shorten~~and ~~the~~revenue ~~life~~due ~~cycles~~to ofcompetition ~~our~~will ~~existing~~have ~~products~~an ~~and~~adverse ~~that~~effect ~~may~~on ~~cause customers to refrain from purchasing~~ our ~~existing products~~business, ~~resulting~~financial incondition ~~inventory~~and ~~obsolescence.~~results of operations.

12 9

WeTable ~~may~~of ~~not be able to maintain or improve our competitive position in the electric transmission and wireless communication industries, and we expect this competition to continue to be intense.~~ Contents

~~China’s~~If ~~electric~~the ~~transmission~~market ~~and~~for wireless communication industries are large and established, though rapidly evolving. Our primary competition comes from domestic companies such as Meteno Communication Technologies, Qixing Tower, and Nanjing Daji Towers. Additional competition comes from large international companies such as Valmont Industries, Inc. (NYSE:VMI). Some of our ~~international~~mobile ~~competitors are larger than us and possess greater name recognition, assets, personnel, sales and~~payment ~~financial~~platform ~~resources.~~does ~~These~~not ~~entities~~experience ~~may~~significant begrowth ~~able to respond more quickly to changing market conditions by developing new products and services that meet customer requirements~~ or ~~are~~if ~~otherwise superior to~~ our products ~~and services and may be able to more effectively market their products than we can because they have significantly greater financial, technical and marketing resources than we~~ do. ~~They~~not ~~may~~achieve ~~also~~broad ~~be able to devote greater resources than we can to the development~~acceptance, promotion and sale of their products. Increased competition could require us to reduce our prices, result in our receiving fewer customer orders, and result in our loss of market share. We cannot assure you that we will not be able to ~~distinguish ourselves in a~~sustain ~~competitive~~or ~~market.~~grow ~~To the extent that we are unable to successfully compete against existing and future competitors,~~ our ~~business, operating results and financial condition could be materially adversely affected~~revenues.

We hope to achieve continued revenues from Ifsales weof ~~are~~our ~~unable~~products. toWe ~~attract~~cannot ~~and~~accurately ~~retain~~predict, ~~senior~~however, ~~management~~future ~~and~~growth ~~qualified~~rates ~~technical~~or the size of the market for our products in the United States and ~~sales~~other ~~personnel,~~markets we engage in. Demand for our ~~operations~~products may not occur as anticipated, ~~financial~~or ~~condition~~may ~~and~~decrease, ~~prospects~~either generally ~~will~~or bein ~~materially~~specific ~~adversely~~geographic ~~affected~~markets, during particular time periods. The expansion of our products in the market depends on a number of factors, such as:

~~Our~~§ ~~future success depends in part on~~ the ~~contributions~~cost, ofperformance ~~our management team~~ and ~~key~~appearance ~~technical and sales personnel and our ability to attract and retain qualified new personnel. In particular, our success depends on the continuing employment~~ of ~~our~~ ~~Chief Executive Officer, Mr. Chun Lu,~~ our ~~Vice~~products ~~President of Sales~~ and ~~Marketing,~~products ~~Mr.~~offered ~~Debin~~by ~~Chen, and~~ our Chief Technology Officer, Mr. Baojia He. There is significant competition in our industry for qualified managerial, technical and sales personnel and we cannot assure you that we will be able to retain our key senior managerial, technical and sales personnel or that we will be able to attract, integrate and retain other such personnel that we may require in the future. If we are unable to attract and retain key personnel in the future, our business, operations, financial condition, results of operations and prospects could be materially adversely affected. competitors;

~~Management's~~§ ~~estimates~~public ~~and~~perceptions ~~assumptions~~regarding ~~affect~~our ~~reported~~products ~~amounts~~and ofthe ~~expenses~~effectiveness and ~~changes~~value inof ~~those~~our ~~estimates could impact operating results.~~ products;

We§ ~~recognize~~customer ansatisfaction ~~export~~with ~~tax~~our ~~refund~~products; as an asset for the expected future tax consequences of events which are included in the financial statements or tax returns. In assessing the whether tax refund assets are realizable, management makes certain assumptions about whether the tax refunds assets will be realized. We expect the tax refund assets currently recorded to be fully realizable, however there can be no assurance that changes in government policies could lead to uncertainties in the future. and

We§ ~~have~~marketing ~~limited~~efforts ~~insurance~~and ~~coverage~~publicity inregarding ~~China~~the needs for our product and the public demand for our product.

WeEven doif ~~not have any business liability, interruption or litigation insurance coverage for~~ our ~~operations~~product ingains ~~China.~~wide ~~While~~market ~~business interruption insurance and other types of insurance are available to a limited extent in China~~acceptance, we ~~have~~may ~~determined~~not ~~that the~~adequately ~~risks~~address ofmarket ~~interruption,~~requirements ~~cost of such insurance~~ and ~~the~~may ~~difficulties~~not ~~associated~~be ~~with~~able ~~acquiring such insurance on commercially reasonable terms make it impractical for us~~ to ~~have~~expand ~~such~~market ~~insurance~~acceptance. ~~Therefore,~~If our ~~existing~~products ~~insurance~~do ~~coverage may~~ not beachieve ~~sufficient~~wide tomarket ~~cover all risks associated with our business. As a result~~acceptance, we may not be ~~required~~able to ~~pay~~achieve ~~for financial and other losses, damages and liabilities, including those caused by natural disasters and other events beyond~~ our ~~control,~~anticipated ~~out~~level of ~~our own funds~~growth, ~~which~~we ~~could~~may ~~have~~not aachieve ~~material~~revenues ~~adverse effect on our business, financial condition~~ and results of operations. would suffer.

If we are unable to gauge trends and 13react to changing consumer preferences in a timely manner, our sales will decrease, and our business may fail.

We believe our success depends in substantial ~~Our~~part ~~limited~~on our ability to ~~protect~~offer our ~~licensed~~products ~~intellectual~~that ~~property~~reflect current needs and anticipate, gauge and ~~the~~react ~~possibility~~to ~~that~~changing ~~this~~consumer ~~technology~~demands in ~~could~~a ~~inadvertently~~timely ~~infringe~~manner. ~~technology~~Our ~~owned~~business is vulnerable to changes in consumer preferences. We will attempt to reduce the risks of changing demands and product acceptance in part by ~~others~~devoting a portion of our available products and designs to standard products that are not significantly modified from year to year. Nevertheless, ~~may~~if ~~adversely~~we ~~affect~~misjudge consumer needs for our products, our ability to ~~compete~~generate sales could be impaired resulting in the failure of our business. There are no assurances that our future products will be successful, and in that regard, any unsuccessful products could also adversely affect our business.

We currently hold exclusive licenses for five patents, three of which are licensed from Anhui University of Technology and Science and the other two from the Hangzhou Tianye Communication Equipment Co., Ltd. A successful challenge to the ownership of this technology by third parties could materially damage our business prospects. Our ~~competitors may assert that the technologies or~~ products ~~infringe on their patents or proprietary rights. We~~ may becontain ~~required to obtain from others licenses that may not be available on commercially reasonable terms~~defects, ~~if at all. Problems with intellectual property rights~~ which could ~~increase~~adversely ~~the~~affect ~~cost of~~ our ~~products~~reputation ~~or delay or preclude our new product development~~ and ~~commercialization.~~cause ~~If infringement claims against~~ us ~~or our licensors are deemed valid, we may not be able~~ to ~~obtain~~incur ~~appropriate~~significant ~~licenses on acceptable terms or at all~~costs. ~~Litigation could be costly and time-consuming but may be necessary to protect our technology license positions or to defend against infringement claims.~~

Defects may be found in our products. Any such ~~Environmental~~defects ~~regulations~~could ~~impose~~cause ~~substantial~~us to incur significant return and exchange costs and ~~limitations~~divert onthe attention of our ~~operations~~personnel from product development efforts and cause significant customer relations and business reputation problems. Any such defects could force us to undertake a product recall program, which could cause us to incur significant expenses and could harm our reputation and that of our products. If we deliver products with defects, our credibility and the market acceptance and sales of our products could be harmed.

WeIf are subject to various national and local environmental laws and regulations in China concerning issues such as air emissions, wastewater discharges, and solid waste management and disposal. These laws and regulations can restrict or limit our operations and expose us to liability and penalties for non-compliance. While we ~~believe that our facilities~~ are inunable ~~material compliance with all applicable environmental laws and regulations, the risks of substantial unanticipated costs and liabilities related~~ to ~~compliance~~successfully with these laws and regulations are an inherent part of our business. It is possible that future conditions may develop, arise or be discovered that create new environmental compliance or remediation liabilities andmanage ~~costs. While we believe that we can comply with existing environmental legislation and regulatory requirements and that the costs of compliance have been included within budgeted cost estimates~~growth, ~~compliance~~our ~~may~~operations ~~prove~~could to be ~~more~~adversely ~~limiting and costly than anticipated~~affected.

Our progress is expected to require the full utilization of our management, financial and other resources, which to date has occurred with limited working capital. Our ~~business~~ability to manage growth effectively will depend on our ability to improve and ~~reputation~~expand asoperations, aincluding ~~provider~~our offinancial ~~transmission~~and management information systems, and ~~communication~~to ~~towers~~recruit, ~~may~~train and manage sales personnel. There can be ~~adversely~~no ~~affected~~absolute byassurance ~~product~~that ~~defects~~management orwill be ~~performance~~able to manage growth effectively.

WeIf ~~believe~~we ~~that~~do not properly manage the growth of our business, we ~~offer~~may ~~high~~experience ~~quality~~significant ~~products~~strains ~~that~~on ~~are~~our ~~reliable~~management and ~~competitively~~operations ~~priced.~~and Ifdisruptions in our ~~products~~business. doVarious ~~not~~risks arise ~~perform~~when tocompanies ~~specifications,~~and weindustries ~~might~~grow bequickly. ~~required~~If toour ~~redesign~~business or ~~recall~~industry ~~those~~grows ~~products~~too orquickly, ~~pay~~our ~~substantial~~ability ~~damages.~~to ~~Such~~meet ancustomer ~~event~~demand in a timely and efficient manner could ~~result~~ inbe ~~significant~~challenged. ~~expenses,~~We ~~disrupt~~may ~~sales~~also ~~and~~experience ~~affect~~development ~~our~~delays ~~reputation~~as ~~and~~we ~~that~~seek ofto meet increased demand for our products. InOur ~~addition,~~failure ~~product~~to ~~defects~~properly ~~could~~manage ~~result~~the ingrowth ~~substantial~~that ~~product~~we ~~liability.~~or Weour doindustry ~~not~~might ~~have~~experience ~~product~~could ~~liability~~negatively ~~insurance.~~impact Ifour ability weto ~~face~~execute ~~significant liability~~on ~~claims~~our operating plan and, accordingly, could have an adverse impact on our business, ~~financial~~our ~~condition,~~cash flow and results of operations, ~~would~~and beour ~~adversely~~reputation ~~affected.~~with our current or potential customers.

We have identified material weaknesses in our internal control over financial reporting. If we fail to develop or maintain an effective system of internal controls, we may not be able to accurately report our financial results and prevent fraud. As a result, current and potential stockholders could lose confidence in our financial statements, which would harm the trading price of our common stock. 10

~~Companies~~Table ~~that file reports with the SEC, including us, are subject to the requirements~~ of Section 404 of the Sarbanes-Oxley Act of 2002, or SOX 404. SOX 404 requires management to establish and maintain a system of internal control over financial reporting and annual reports on Form 10-K filed under the Exchange Act to contain a report from management assessing the effectiveness of a company’s internal control over financial reporting. Separately, under SOX 404, as amended by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, public companies that are large accelerated filers or accelerated filers must include in their annual reports on Form 10-K an attestation report of their regular auditors attesting to and reporting on management’s assessment of internal control over financial reporting. Non-accelerated filers and smaller reporting companies are not required to include an attestation report of their auditors in annual reports. Contents

~~A report of our management is included under Item 9A “Controls and Procedures” of this report.~~ We ~~are~~may afail ~~smaller reporting company and, consequently, are not required~~ to ~~include~~successfully ~~an attestation report of~~ integrate our ~~auditor~~acquisitions inor ~~this~~otherwise ~~annual~~be ~~report. However,~~unable ~~if and when we become subject~~ to ~~the~~benefit ~~auditor attestation requirements under SOX 404, we can provide no assurance that we will receive a positive attestation~~ from ~~our~~pursuing ~~independent auditors~~acquisitions.

~~During~~We ~~its~~believe ~~evaluation~~there ofare ~~the~~meaningful ~~effectiveness~~opportunities to ofgrow ~~internal~~through ~~control~~acquisitions ~~over~~and ~~financial~~joint ~~reporting~~ventures asacross ofall ~~December~~product ~~31,~~categories ~~2011,~~and ~~management~~we ~~identified~~expect ~~a material weakness relating~~ to ~~our~~continue ~~lack~~a strategy of ~~sufficient~~selectively identifying ~~accounting~~and ~~personnel~~acquiring businesses with ancomplementary ~~appropriate understanding of U~~products.S. ~~GAAP.~~ We ~~are~~may ~~undertaking~~be ~~remedial~~unable ~~measures, which measures will take time~~ to ~~implement~~identify, negotiate, and ~~test,~~complete tosuitable acquisition ~~address~~opportunities ~~this~~on ~~material~~reasonable ~~weakness~~terms. There can be no assurance that ~~such~~any ~~measures~~business ~~will~~acquired beby ~~sufficient~~us towill ~~remedy~~be ~~the material weakness identified or~~successfully ~~that~~integrated ~~additional~~with ~~material~~our ~~weaknesses~~operations or ~~other~~prove ~~control~~to ~~or significant deficiencies will not~~ be ~~identified~~profitable into ~~the future~~us. IfWe wemay ~~continue~~incur tofuture ~~experience~~liabilities ~~material~~related ~~weaknesses in our internal controls or fail~~ to ~~maintain~~acquisitions. orShould any ~~implement~~of ~~required~~the ~~new~~following ~~or improved controls~~problems, ~~such circumstances could cause us to fail to meet our periodic reporting obligations~~ or ~~result in material misstatements in our financial statements~~others, oroccur ~~adversely~~as ~~affect~~a ~~the~~result ~~results~~ of ~~periodic~~our ~~management~~acquisition ~~evaluations and~~strategy, ~~if required, annual auditor attestation reports. Each of~~ the ~~foregoing~~impact ~~results~~ could ~~cause~~be ~~investors to lose confidence in our reported financial information and lead to a decline in our stock price. See Item 9A “Controls and Procedures” for more information.~~ material:

14§ difficulties integrating personnel from acquired entities and other corporate cultures into our business;

~~RISKS~~§ ~~RELATED~~difficulties TOintegrating ~~DOING~~information ~~BUSINESS IN CHINA~~ systems;

~~Adverse~~§ ~~changes in political, economic and other policies of~~ the ~~Chinese~~potential ~~government~~loss ~~could have a material adverse effect on the overall economic growth~~ of ~~China,~~key ~~which~~employees ~~could materially and adversely affect the growth~~ of ~~our~~acquired ~~business and our competitive position.~~ companies;

~~Most~~§ ofthe ~~our~~assumption ~~business operations are conducted in China. Accordingly, our business, financial condition, results~~ of ~~operations~~liabilities and ~~prospects~~exposure ~~are~~to ~~affected~~undisclosed ~~significantly~~or byunknown ~~economic,~~liabilities ~~political and legal developments in China. The Chinese economy differs from the economies~~ of ~~most~~acquired ~~developed~~companies; ~~countries in many respects, including:~~ or

§ the ~~degree~~diversion of ~~government~~management ~~involvement;~~attention from existing operations

Our commercial success depends significantly on our ability to develop and commercialize our products without infringing the ~~level~~intellectual property rights of ~~development;~~third parties.

Our commercial success will depend, in part, on operating our business without infringing the ~~growth~~trademarks ~~rate;~~or proprietary rights of third parties. Third parties that believe we are infringing on their rights could bring actions against us claiming damages and seeking to enjoin the development, marketing and distribution of our products. If we become involved in any litigation, it could consume a substantial portion of our resources, regardless of the outcome of the litigation. If any of these actions are successful, we could be required to pay damages and/or to obtain a license to continue to develop or market our products, in which case we may be required to pay substantial royalties. However, any such license may not be available on terms acceptable to us or at all. Ultimately, we could be prevented from commercializing a product or forced to cease some aspect of our business operations as a result of patent infringement claims, which would harm our business.

A decline in general economic condition ~~the~~could ~~control~~lead ofto ~~foreign~~reduced ~~exchange;~~consumer traffic and could negatively impact our business operation and financial condition, which could have a material adverse effect on our business, financial condition and results of operations.

Our operating and financial performance may be adversely affected by a variety of factors that influence the ~~allocation~~general economy. Consumer spending habits are affected by, among other things, prevailing economic conditions, levels of ~~resources;~~unemployment, salaries and wage rates, prevailing interest rates, income tax rates and policies, consumer confidence and consumer perception of economic conditions. In addition, consumer purchasing patterns may be influenced by consumers’ disposable income. In the event of an economic slowdown, consumer spending habits could be adversely affected and we could experience lower net sales than expected on a quarterly or annual basis which could have a material adverse effect on our business, financial condition and results of operations.

The success of our business depends on anour ~~evolving~~ability ~~regulatory~~to ~~system;~~maintain and enhance our reputation and brand.

We believe that our reputation in the finance industry is of significant importance to the success of our business. A well-recognized brand is critical to increasing our customer base and, in turn, increasing our revenue. Since the industry is highly competitive, our ability to remain competitive depends to a ~~lack~~large extent on our ability to maintain and enhance our reputation and brand, which could be difficult and expensive. To maintain and enhance our reputation and brand, we need to successfully manage many aspects of ~~sufficient~~our ~~transparency~~business, such as cost-effective marketing campaigns to increase brand recognition and awareness in a highly competitive market. We will continue to conduct various marketing and brand promotion activities. We cannot assure you, however, that these activities will be successful and achieve the ~~regulatory~~brand ~~process~~promotion goals we expect. If we fail to maintain and enhance our reputation and brand, or if we incur excessive expenses in our efforts to do so, our business, financial conditions and results of operations could be adversely affected.

While the Chinese economy has experienced significant growth in the past 30 years, growth has been uneven, both geographically and among various sectors of the economy. The Chinese economy has also experienced certain adverse effects due to the recent global financial crisis. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures benefit the overall Chinese economy, but may also have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations that are applicable to us. 11

~~The~~Table ~~Chinese economy has been transitioning from a planned economy to a more market-oriented economy. Although in recent years the Chinese government has implemented measures emphasizing the utilization~~ of market forces for economic reform, the reduction of state ownership of productive assets and the establishment of sound corporate governance in business enterprises, a substantial portion of the productive assets in China is still owned by the Chinese government. The continued control of these assets and other aspects of the national economy by the Chinese government could materially and adversely affect our business. The Chinese government also exercises significant control over Chinese economic growth through the allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. Contents

~~Any~~Reliance ~~adverse~~on ~~change~~information intechnology ~~the economic conditions or government policies in China could have~~ means a ~~material~~significant ~~adverse~~disruption ~~effect on overall economic growth, which in turn~~ could ~~lead~~affect ~~to a reduction in demand for~~ our ~~products~~communications and ~~consequently have a material adverse effect on our businesses~~operations.

We increasingly rely on information technology ~~Future~~systems ~~government~~for ~~regulations~~our internal communications, controls, reporting and relations with customers and suppliers and information technology is becoming a significantly important tool for our sales staff. Our marketing and distribution strategy are dependent upon our ability to closely monitor consumer and market trends on a highly specified level, for which we are reliant on our highly sophisticated data tracking systems, which are susceptible to disruption or ~~other~~failure. ~~standards~~In addition, our reliance on information technology exposes us to cyber-security risks, which could have ana material adverse effect on our ~~operations~~ability to compete. Security and privacy breaches may expose us to liability and cause us to lose customers or may disrupt our relationships and ongoing transactions with other entities with whom we contract throughout our supply chain. The failure of our information systems to function as intended, or the penetration by outside parties’ intent on disrupting business processes, could result in significant costs, loss of revenue, assets or personal or other sensitive data and reputational harm.

~~Our~~Security ~~operations are subject to a variety of laws, regulations~~ and ~~licensing~~privacy ~~requirements~~breaches ofmay ~~national~~expose us ~~and local authorities in the PRC. We are required~~ to ~~obtain~~liability ~~licenses or permits from the PRC central government~~ and ~~from~~cause Anhui province, where we operate, and to meet certain standards in the conduct of our business. The loss of such licenses, or the imposition of conditions to the granting or retention of such licenses, could have an adverse effect on us. ~~In the event that these laws, regulations and/or licensing requirements change, we may be required~~ to ~~modify~~lose ~~our operations or to utilize resources to maintain compliance with such rules and regulations~~customers. ~~In addition, new regulations may be enacted that could have an adverse effect on us.~~

Federal and state laws require us to safeguard 15our wholesalers’ and retailers’ financial information, including credit information. Although we have established security procedures to protect against identity theft and the theft of our customers’ and distributors’ financial information, our security and testing measures may not prevent security breaches and breaches of privacy may occur and could harm our business. Typically, we rely on encryption and authentication technology licensed from third parties to enhance transmission security of confidential information in relation to financial and other sensitive information that we have on file. Advances in computer capabilities, new discoveries in the field of cryptography, inadequate facility security or other developments may result in a compromise or breach of the technology used by us to protect customer data. Any compromise of our security could harm our reputation or financial condition and, therefore, our business. In addition, a party who is able to circumvent our security measures or exploit inadequacies in our security measures, could, among other effects, misappropriate proprietary information, cause interruptions in our operations or expose customers and other entities with which we interact to computer viruses or other disruptions. Actual or perceived vulnerabilities may lead to claims against us. To the extent the measures we have taken prove to be insufficient or inadequate, we may become subject to litigation or administrative sanctions, which could result in significant fines, penalties or damages and harm to our reputation.

~~Uncertainties~~Third ~~with~~parties ~~respect~~may toclaim ~~the~~that ~~PRC~~we ~~legal~~infringe their ~~system~~intellectual ~~could~~property ~~limit the legal protections available to you~~ and ustrademark rights.

WeCompetitors ~~conduct~~in ~~substantially all of~~ our ~~business~~markets through our subsidiaries in the PRC. Our subsidiaries are generally subject to laws and regulations applicable to foreign investments in China and, in particular, laws applicable to FIEs. The PRC legal system is based on written statutes, and prior court decisions may beclaim ~~cited~~that ~~for reference but have limited precedential value. Since 1979, a series of new PRC laws and regulations have significantly enhanced the protections afforded to various forms~~we ofinfringe ~~foreign~~their ~~investments~~proprietary ~~in China~~rights. ~~However,~~Such ~~since the PRC legal system continues to evolve rapidly~~claims, ~~the~~whether ~~interpretations~~or ~~of many laws, regulations, and rules are~~ not ~~always uniform~~meritorious, ~~and enforcement of these laws, regulations, and rules involve uncertainties, which~~ may ~~limit legal protections available to you and us. In addition, any litigation in China may be protracted and~~ result in ~~substantial~~the ~~costs~~expenditure ~~and diversion~~ of ~~resources~~significant ~~and management attention. In addition, all of our executive~~financial ~~officers~~ and ~~directors~~managerial ~~are residents of China and not of the United States~~resources, ~~and~~injunctions ~~substantially~~against ~~all~~us ~~the~~or ~~assets of these persons are located outside~~ the ~~United~~payment ~~States. As a result, it could be difficult for investors to affect service~~ of ~~process in the United States or to enforce a judgment obtained in the United States against our Chinese operations and subsidiaries~~damages.

Compliance with changing regulation of ~~You~~corporate ~~may~~governance ~~have~~and ~~difficulty~~public ~~enforcing~~disclosure ~~judgments~~may ~~against~~result ~~us.~~in additional expenses.

~~Most~~Changing oflaws, ~~our~~regulations ~~assets~~and ~~are~~standards ~~located~~relating to ~~outside~~corporate ofgovernance ~~the United States~~ and ~~all~~public ofdisclosure, ~~our~~including ~~current operations are conducted in~~ the ~~PRC.~~Sarbanes-Oxley InAct ~~addition, all~~ of ~~our~~2002 ~~directors~~ and ~~officers~~new ~~are~~SEC ~~nationals~~regulations, ~~and~~are ~~residents~~creating ofuncertainty for ~~countries~~companies ~~other~~such ~~than~~as ~~the United States~~ours. ~~A substantial~~These ~~portion~~new ofor ~~the~~changed ~~assets~~laws, ofregulations ~~these~~and ~~persons~~standards isare ~~located~~subject ~~outside~~to ~~the~~varying ~~United~~interpretations ~~States.~~in Asmany cases adue ~~result, it may be difficult for you~~ to ~~effect~~their ~~service~~lack of ~~process~~specificity, ~~within~~and ~~the~~as ~~United~~a ~~States~~result, ~~upon~~their ~~these~~application ~~persons.~~in Itpractice may ~~also~~evolve beover ~~difficult~~time ~~for~~as ~~you~~new toguidance ~~enforce~~is inprovided ~~U.S.~~by ~~courts~~regulatory ~~judgments on the civil liability provisions of the U.S. federal securities laws against us~~ and ~~our~~governing ~~officers and directors~~bodies, ~~all~~which ofcould ~~whom~~result ~~are~~in ~~not~~continuing ~~residents~~uncertainty inregarding ~~the~~compliance ~~United~~matters ~~States~~ and ~~the~~higher costs ~~substantial~~necessitated ~~majority~~by ofongoing ~~whose~~revisions ~~assets~~to ~~are~~disclosure ~~located outside~~and ofgovernance ~~the United States~~practices. InWe ~~addition,~~are ~~there~~committed ~~is uncertainty as~~ to ~~whether~~maintaining ~~the~~high ~~courts~~ standards of ~~the~~corporate ~~PRC~~governance ~~would~~and ~~recognize~~public ordisclosure. ~~enforce~~As ~~judgments~~a ofresult, ~~U.S.~~we ~~courts.~~intend ~~Our~~to ~~counsel~~invest asresources to ~~PRC~~comply ~~law~~with ~~has~~evolving ~~advised~~laws, usregulations and ~~that~~standards, ~~the recognition~~ and ~~enforcement~~this ofinvestment ~~foreign judgments~~may ~~are~~result ~~provided for under the PRC Civil Procedures Law. Courts~~ in ~~China~~increased ~~may~~general ~~recognize~~ and ~~enforce~~administrative ~~foreign~~expenses ~~judgments~~and ina ~~accordance~~diversion ~~with the requirements~~ of ~~the~~management ~~PRC Civil Procedures Law based on treaties between China~~ time and ~~the~~attention ~~country~~from ~~where~~revenue-generating ~~the judgment~~activities isto ~~made~~compliance ~~or on reciprocity between jurisdictions~~activities. ~~China~~If ~~does~~our ~~not~~efforts ~~have~~to ~~any~~comply ~~treaties or other arrangements that provide for the reciprocal recognition and enforcement of foreign judgments~~ with ~~the~~new ~~United~~or ~~States.~~changed ~~In addition~~laws, ~~according to the~~regulations ~~PRC~~and ~~Civil~~standards ~~Procedures~~differ ~~Law,~~from ~~courts in~~ the ~~PRC~~activities ~~will~~intended ~~not~~by ~~enforce~~regulatory ~~a foreign judgment against us~~ or ~~our~~governing ~~directors~~bodies ~~and~~due ~~officers~~to ifambiguities ~~they~~related ~~decide~~to ~~that the judgment violates basic principles of PRC law or national sovereignty~~practice, ~~security, or the public interest.~~our Soreputation itmay isbe ~~uncertain whether a PRC court would enforce a judgment rendered by a court in the United States~~harmed.

~~The~~If ~~PRC~~we ~~government~~fail ~~exerts~~to ~~substantial~~comply ~~influence~~with ~~over~~the new rules under the ~~manner~~Sarbanes-Oxley Act related to accounting controls and procedures, or if material weaknesses or other deficiencies are discovered in ~~which~~our weinternal ~~must~~accounting ~~conduct~~procedures, our ~~business~~stock ~~activities~~price could decline significantly.

~~The~~We ~~PRC~~are ~~government~~exposed ~~has~~to ~~exercised~~potential ~~and~~risks ~~continues~~from tolegislation requiring ~~exercise~~companies ~~substantial~~to ~~control~~evaluate ~~over~~internal ~~virtually~~controls ~~every~~under ~~sector~~Section 404(a) of the ~~Chinese~~Sarbanes-Oxley ~~economy~~Act ~~through~~of ~~regulation~~2002. ~~and~~As ~~state~~a ~~ownership.~~smaller ~~Our~~reporting company, ~~ability~~we towill ~~operate~~not inbe ~~China~~required ~~may~~to beprovide ~~harmed~~a byreport ~~changes~~on inthe ~~its~~effectiveness ~~laws~~of ~~and regulations,~~its ~~including~~internal ~~those~~controls ~~relating~~over tofinancial ~~taxation,~~reporting ~~import~~until our ~~and~~second ~~export~~annual ~~tariffs~~report, ~~environmental~~and ~~regulations,~~we ~~land~~will ~~use~~be ~~rights,~~exempt ~~property,~~from ~~and~~auditor ~~other~~attestation ~~matters.~~requirements Weconcerning ~~believe~~any ~~that~~such ~~our~~report ~~operations~~so inlong ~~China~~as we are ina ~~material~~smaller ~~compliance~~reporting ~~with~~company. ~~all~~We ~~applicable~~have ~~legal~~not ~~and regulatory~~yet ~~requirements.~~evaluated ~~However,~~whether ~~the~~our ~~central~~internal orcontrol ~~local~~procedures ~~governments~~are ofeffective ~~the~~and ~~jurisdictions~~therefore there inis ~~which~~a wegreater ~~operate~~likelihood ~~may~~of ~~impose~~material ~~new,~~weaknesses ~~stricter~~in ~~regulations~~our orinternal ~~interpretations~~controls, ofwhich ~~existing~~could ~~regulations~~lead ~~that~~to ~~would~~misstatements ~~require~~or ~~additional~~omissions ~~expenditures~~in our ~~and~~reported ~~efforts~~financial onstatements ~~our part~~as compared to ~~ensure~~issuers ~~our~~that ~~compliance~~have ~~with~~conducted such ~~regulations or interpretations~~evaluations.

Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions thereof and could require us to divest ourselves of any interest we then hold in Chinese properties or joint ventures. 12

~~Future~~Table ~~inflation~~of ~~in China may inhibit our ability to conduct business in China.~~ Contents

InIf ~~recent~~material ~~years~~weaknesses and deficiencies are detected, ~~the~~it ~~Chinese~~could ~~economy~~cause ~~has~~investors ~~experienced~~to ~~periods~~lose ofconfidence ~~rapid~~in ~~expansion~~our company and ~~highly~~result ~~fluctuating~~in ~~rates~~a ofdecline ~~inflation.~~in ~~During~~our ~~the~~stock ~~past~~price ~~ten~~and ~~years~~consequently affect our financial condition. In addition, if we fail to achieve and maintain the ~~rate~~adequacy of ~~inflation~~our ininternal ~~China~~controls, ~~has~~we ~~been~~may asnot be ~~high~~able asto ~~5.9%~~ensure ~~and~~that aswe ~~low~~can asconclude ~~-0.8%~~on .an ~~These~~ongoing ~~factors~~basis that we have effective internal controls over financial reporting in ~~led~~accordance towith ~~the~~Section ~~adoption~~404 byof the ~~Chinese~~Sarbanes-Oxley ~~government~~Act. Moreover, ~~from~~effective ~~time~~internal controls, particularly those related to ~~time~~revenue recognition, ofare ~~various~~necessary ~~corrective~~for ~~measures~~us ~~designed~~ to ~~restrict~~produce ~~the~~reliable ~~availability~~financial ofreports ~~credit~~and orare ~~regulate~~important ~~growth~~to ~~and~~helping ~~contain~~prevent ~~inflation~~financial fraud. ~~High~~If we ~~inflation~~cannot ~~may~~provide inreliable ~~the~~financial ~~future~~reports ~~cause~~or ~~the~~prevent ~~Chinese government~~fraud, toour ~~impose~~business ~~controls~~and onoperating ~~credit~~results ~~and/or~~could ~~prices~~be harmed, orinvestors tocould lose ~~take~~confidence ~~other~~in ~~action~~our reported financial information, ~~which~~and ~~could~~the ~~inhibit~~trading ~~economic~~price ~~activity~~of inour ~~China~~common stock could drop significantly. In addition, we ~~and~~cannot ~~thereby~~be ~~harm~~certain ~~the~~that ~~market~~additional ~~for~~material ~~our~~weaknesses ~~products~~or ~~and~~significant deficiencies in our ~~company.~~internal controls will not be discovered in the future.

16RISKS ASSOCIATED WITH MANAGEMENT AND CONTROL PERSONS

~~Restrictions~~If onwe ~~currency~~fail ~~exchange~~to ~~may~~attract ~~limit~~and ~~our~~retain ~~ability~~qualified senior toexecutive ~~receive~~ and ~~use~~key technical personnel, our ~~sales~~business ~~effectively~~will not be able to expand.

~~The~~We ~~majority~~are ofdependent ~~our~~on ~~sales~~the ~~will~~continued beavailability of ~~settled~~Aron ~~in RMB and U.S. dollars~~Govil, and ~~any~~the ~~future~~availability ~~restrictions~~of onnew ~~currency~~employees ~~exchanges~~to ~~may~~implement ~~limit~~ our ~~ability to use revenue generated in RMB to fund any future~~ business ~~activities~~plans. ~~outside~~The ~~China~~market orfor toskilled ~~make~~employees ~~dividend~~is orhighly ~~other~~competitive, ~~payments~~especially infor ~~U.S.~~employees ~~dollars. Although the Chinese government introduced regulations~~ in ~~1996 to allow greater convertibility of~~ the ~~RMB~~service ~~for~~industry. ~~current~~Although ~~account~~we ~~transactions,~~expect ~~significant~~that ~~restrictions~~our ~~still~~compensation ~~remain,~~programs ~~including~~will ~~primarily~~be ~~the restriction~~intended ~~that~~to ~~FIEs~~attract ~~may~~and ~~only~~retain ~~buy,~~the ~~sell~~employees orrequired ~~remit~~for ~~foreign~~us ~~currencies~~to ~~after~~be ~~providing valid commercial documents~~successful, atthere ~~those~~can ~~banks~~be inno ~~China~~assurance ~~authorized~~that towe ~~conduct~~will ~~foreign~~be ~~exchange~~able ~~business.~~to Inretain the ~~addition,~~services ~~conversion~~ of ~~RMB~~all ~~for~~our ~~capital~~key ~~account~~employees ~~items,~~or ~~including~~a ~~direct investment~~sufficient ~~and~~number ~~loans, is subject~~ to ~~governmental~~execute ~~approval~~our ~~in China~~plans, ~~and~~nor ~~companies~~can ~~are~~there ~~required~~be toany ~~open~~assurance ~~and~~we ~~maintain~~will ~~separate~~be ~~foreign exchange accounts for capital account items. The Chinese regulatory authorities may impose more stringent~~able ~~restrictions~~to oncontinue ~~the~~to ~~convertibility~~attract ofnew ~~the~~employees ~~RMB~~as required.

InOur ~~addition,~~personnel the Notice of the General Affairs Department of the State Administration of Foreign Exchange on the Relevant Operating Issues concerning the Improvement of the Administration of Payment and Settlement of Foreign Currency Capital of Foreign-Invested Enterprises, issued by SAFE and effective as of August 29, 2008, or Circular 142, regulates the conversion by FIEs of foreign currency into RMB by restricting how the converted RMB may bevoluntarily ~~used.~~terminate ~~Circular 142 requires that RMB~~their ~~converted~~relationship ~~from~~with ~~the~~us ~~foreign~~at ~~currency-dominated~~any ~~capital of a FIE may only be used for purposes within the business scope approved by the relevant government authority and may not be used to make equity investments in PRC~~time, ~~unless specifically provided otherwise. SAFE further strengthened its oversight over the flow~~ and ~~use~~competition offor ~~RMB~~qualified ~~funds~~personnel ~~converted~~is ~~from the foreign currency-dominated capital of a FIE~~intense. The ~~use~~process of ~~such~~locating ~~RMB~~additional ~~may not be changed without approval from SAFE, and may not be used to repay RMB~~personnel ~~loans~~with if the ~~proceeds~~combination of ~~such~~skills ~~loans~~and ~~have~~attributes ~~not~~required ~~yet~~to ~~been~~carry ~~used.~~out ~~Any~~our ~~violation~~strategy ofcould ~~Circular~~be ~~142 may result in severe penalties~~lengthy, ~~including~~costly ~~substantial~~and ~~fines~~disruptive.

If we lose the services of key personnel or ~~Fluctuations~~fail into ~~exchange~~replace ~~rates~~the services of key personnel who depart, we could ~~adversely~~experience ~~affect~~a severe negative effect on our ~~business~~financial results and stock price. In addition, there is intense competition for highly qualified bilingual and “people friendly” personnel in the ~~value~~locations where we principally operate. The loss of the services of any key personnel, marketing or other personnel or our failure ~~securities~~to attract, integrate, motivate and retain additional key employees could have a material adverse effect on our business, operating and financial results and stock price.

~~The~~Insiders ~~value of our common stock~~ will becontinue ~~indirectly~~to ~~affected~~have bysubstantial control ~~the~~over ~~foreign~~us ~~exchange rate between the U.S. dollar~~ and ~~RMB~~our ~~and~~policies ~~between those currencies~~ and ~~other~~will ~~currencies in which our sales may~~ be ~~denominated.~~able ~~Appreciation or depreciation in the value of the RMB relative~~ to ~~the~~influence ~~U.S.~~corporate ~~dollar would affect our financial results reported in U~~matters.S. dollar terms without giving effect to any underlying change in our business or results of operations. Fluctuations in the exchange rate will also affect the relative value of any dividend we issue that will be exchanged into U.S. dollars, as well as earnings from, and the value of, any U.S. dollar-denominated investments we make in the future.

~~Since~~Aron ~~July 2005~~Govil, ~~the~~whose ~~RMB~~interests ~~has~~may nodiffer ~~longer~~from other ~~been~~stockholders, ~~pegged~~has the ability to ~~the~~exercise Usignificant control over us.S. ~~dollar~~Presently, he beneficially owns 68% of our common stock. ~~Although~~Due ~~the~~to ~~People’s~~his ~~Bank~~ownership of ~~China~~Series ~~regularly~~A ~~intervenes~~Preferred inShares ~~the~~he ~~foreign~~is ~~exchange~~able ~~market~~to have majority voting power regardless of his common stock holdings and hence he will be able to ~~prevent~~exercise significant ~~short-term~~influence ~~fluctuations~~over inall ~~the~~matters ~~exchange~~requiring ~~rate~~approval by our stockholders, including the ~~RMB~~election ~~may appreciate~~of ordirectors, ~~depreciate~~the ~~significantly~~approval inof ~~value~~significant ~~against~~corporate ~~the~~transactions, ~~U.S.~~and ~~dollar~~any inchange ~~the~~of ~~medium~~control toof ~~long~~our ~~term~~company. ~~Moreover,~~He itcould prevent istransactions, ~~possible~~which ~~that~~would be in the ~~future~~best ~~PRC~~interests ~~authorities~~of ~~may~~the ~~lift~~other ~~restrictions~~shareholders. onMr. ~~fluctuations~~Govil’s ininterests ~~the~~may ~~RMB~~not ~~exchange~~necessarily be ~~rate~~in ~~and~~the ~~lessen~~best ~~intervention~~interests in of the ~~foreign~~shareholders ~~exchange~~in ~~market~~general.

Risks ~~Very~~Related ~~limited hedging transactions are available in China to reduce our exposure to exchange rate fluctuations.~~ To ~~date,~~Ownership ~~we have not entered into any hedging transactions. While we may enter into hedging transactions in the future, the availability and effectiveness~~ of ~~these~~Our transactions may be limited, and we may not be able to successfully hedge our exposure at all. In addition, our foreign currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert RMB into foreign currencies. Shares

~~Restrictions~~If ~~under~~a ~~PRC~~market ~~law~~for on our ~~PRC~~common ~~subsidiaries’~~stock ~~ability~~does not ~~to make dividends and other distributions could materially and adversely affect our ability to grow~~develop, ~~make~~shareholders ~~investments~~may orbe ~~acquisitions~~unable ~~that could benefit our business, pay dividends~~ to ~~you,~~sell ~~and~~their ~~otherwise fund and conduct our business~~shares.

~~Substantially~~Our ~~all~~common ofstock ~~our~~is ~~sales~~quoted ~~are earned by our PRC subsidiaries. However, as discussed more fully~~ under ~~Item~~the 1 symbol “~~Business —Regulation—Dividend Distributions,~~TLDN” ~~PRC~~on ~~regulations restrict~~ the ~~ability~~OTCPink ofoperated ~~our~~by ~~PRC~~OTC ~~subsidiaries~~Markets ~~to make~~Group, ~~dividends~~Inc, ~~and~~an ~~other~~electronic ~~payments~~inter-dealer toquotation ~~their~~medium ~~offshore~~for ~~parent~~equity ~~company~~securities. We ~~Any~~do ~~limitations~~not oncurrently ~~the~~have ~~ability~~an ofactive ~~our~~trading ~~PRC~~market. ~~subsidiaries~~There tocan ~~transfer~~be ~~funds~~no toassurance usthat ~~could~~an ~~materially~~active and ~~adversely~~liquid ~~limit~~trading ~~our~~market ~~ability~~will ~~to grow~~develop or, ~~make~~if ~~investments~~developed, orthat ~~acquisitions~~it ~~that~~will ~~could~~ be ~~beneficial to our business, pay dividends and otherwise fund and conduct our business~~sustained.

Our securities are very thinly traded. Accordingly, 17it may be difficult to sell shares of our common stock without significantly depressing the value of the stock. Unless we are successful in developing continued investor interest in our stock, sales of our stock could continue to result in major fluctuations in the price of the stock.

Failure to comply with PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC resident stockholders to personal liability, limit our ability to acquire PRC companies or to inject capital into PRC subsidiaries, limit our PRC subsidiaries' ability to distribute profits to us or otherwise materially adversely affect us. 13

InTable October 2005, SAFE issued the Notice on Relevant Issues in the Foreign Exchange Control over Financing and Return Investment Through Special Purpose Companies by Residents Inside China, generally referred to as Circular 75. Circular 75 requires PRC residents to register with the competent local SAFE branch before establishing or acquiring control over an SPV for the purpose of ~~engaging in an equity financing outside of China. See Item 1 “Business—Regulation—Circular 75” for a detailed discussion of Circular 75 and its implementation.~~ Contents

We ~~have~~will ~~asked~~likely ~~our~~conduct ~~stockholders,~~further ~~who are PRC residents as defined in Circular 75, to register with the relevant branch~~ offerings of ~~SAFE as currently required in connection with their equity interests in us and~~ our ~~acquisitions of~~ equity ~~interests~~securities in ~~our PRC subsidiaries. However, we cannot provide any assurances that they can obtain~~ the above SAFE registrations required by Circular 75. Moreover, because of uncertainty over how Circular 75 will be interpreted and implemented, and how or whether SAFE will apply it to us, we cannot predict how it will affect our business operations or future ~~strategies. For example~~, ~~our~~in ~~present~~which ~~and~~case ~~prospective~~your ~~PRC~~proportionate ~~subsidiaries’~~interest ~~ability to conduct foreign exchange activities, such as the remittance of dividends and foreign currency-denominated borrowings,~~ may bebecome ~~subject to compliance with Circular 75 by our PRC resident beneficial holders~~diluted.

InSince ~~addition~~our inception, ~~such~~we ~~PRC~~have ~~residents~~relied ~~may~~on ~~not~~sales of ~~always~~our becommon ~~able~~shares to ~~complete~~fund ~~the~~our ~~necessary~~operations. We ~~registration~~will ~~procedures~~likely be required byto ~~Circular~~conduct ~~75.~~additional Weequity ~~also~~offerings ~~have~~in ~~little~~the future ~~control~~to ~~over~~finance ~~either~~ our ~~present~~current orprojects ~~prospective direct~~ or ~~indirect~~to ~~stockholders~~finance orsubsequent ~~the~~projects ~~outcome~~that ~~of such~~we ~~registration~~decide ~~procedures~~to undertake. AIf ~~failure~~common byshares ~~our~~are ~~PRC~~issued in ~~resident~~return ~~beneficial~~for ~~holders~~additional ~~or future PRC resident stockholders to comply with Circular 75~~funds, ifthe ~~SAFE~~price ~~requires~~per ~~it,~~share could ~~subject~~be ~~these~~lower ~~PRC~~than ~~resident~~that ~~beneficial~~paid ~~holders~~by toour ~~fines~~current orshareholders. ~~legal~~We ~~sanctions,~~anticipate continuing ~~restrict~~to ~~our~~rely ~~overseas~~on orequity ~~cross-border~~sales ~~investment~~of ~~activities,~~our ~~limit~~common ~~our~~shares ~~subsidiaries’~~in ~~ability~~order to ~~make~~fund ~~distributions~~our orbusiness ~~pay~~operations. ~~dividends~~If orwe ~~affect~~issue ~~our~~additional ~~ownership structure~~shares, ~~which~~your ~~could~~percentage interest ~~adversely~~in ~~affect~~us ~~our~~could ~~business~~become ~~and prospects~~diluted.

Our ~~business~~common ~~and~~stock ~~financial~~price ~~performance~~ may be ~~materially~~volatile and ~~adversely~~could ~~affected~~fluctuate ifwidely ~~the~~in ~~PRC~~price, ~~regulatory~~which ~~authorities~~could ~~determine~~result ~~that~~in ~~our~~substantial ~~acquisition~~losses offor ~~TEC HK constitutes a Round-trip Investment without MOFCOM approval~~investors.

OnThe ~~August~~market 8,price ~~2006,~~of ~~six~~our ~~PRC~~common ~~regulatory~~stock ~~agencies~~is ~~promulgated~~likely to ~~the~~be ~~M&A~~highly ~~Rule,~~volatile ~~which~~and ~~regulates~~could ~~“Round-trip~~fluctuate ~~Investments,”~~widely ~~defined~~in asprice ~~having~~in ~~taken~~response ~~place when a PRC business that is owned by PRC individual(s) is sold~~ to avarious ~~non-PRC entity that is established or controlled~~factors, ~~directly~~many orof ~~indirectly,~~which byare ~~those~~beyond ~~same~~our ~~PRC individual(s). See Item 1 “Business— Regulation—Mergers and Acquisitions” for a detailed discussion of the M&A Rule.~~ control, including:

~~The~~government ~~PRC~~regulation ~~regulatory authorities may take the view that Mr. Chun Lu’s acquisition~~ of our ~~equity~~products ~~interest (following exercise of his option), or the Acquisition,~~ and the reverse acquisition of TEC HK are part of an overall series of arrangements which constitute a Round-trip Investment because at the end of these transactions, Mr. Lu will become the majority owner and effective controlling party of a foreign entity that acquired ownership of our Chinese subsidiaries. The PRC regulatory authorities may also take the view that the registration of the Acquisition with the relevant AIC in Beijing and the filings with the Beijing SAFE may not be evidence that the Acquisition has been properly approved because the relevant parties did not fully disclose to the AIC, SAFE or MOFCOM the overall restructuring arrangements, the existence of the reverse acquisition and its link with the Acquisition. If the PRC regulatory authorities take the view that the Acquisition constitutes a Round-trip Investment under the M&A Rule, we cannot assure you we may be able to obtain the approval required from MOFCOM. services;
Ifintellectual ~~the~~property PRC regulatory authorities take the view that the Acquisition constitutes a Round-trip Investment without MOFCOM approval, they could invalidate our acquisition and ownership of our Chinese subsidiaries. We believe that if this takes place, we may be able to find a way to re-establish control of our Chinese subsidiaries’ business operations through a series of contractual arrangements rather than an outright purchase of our Chinese subsidiaries, but we cannot assure you that such contractual arrangements will be protected by PRC law or that we can receive as complete or effective economic benefit and overall control of our Chinese subsidiaries’ business than if the Company had direct ownership of our Chinese subsidiaries. In addition, we cannot assure you that such contractual arrangements can be successfully effected under PRC law. If we cannot obtain MOFCOM approval if required by the PRC regulatory authorities to do so, and if we cannot put in place or enforce relevant contractual arrangements as an alternative and equivalent means of control of our Chinese subsidiaries, our business and financial performance will be materially adversely affected. disputes;
18additions or departures of key personnel;
~~Under~~sales ~~the Enterprise Income Tax Law, we may be classified as a “resident enterprise”~~ of ~~China. Such classification will likely result in unfavorable tax consequences to us and~~ our ~~non-PRC~~common ~~stockholders.~~ stock
Onour ~~March~~ability ~~16,~~to ~~2007,~~integrate ~~the National People’s Congress of China passed the EIT Law~~operations, ~~and on November 28~~technology, ~~2007,~~products ~~the~~and State Council of China passed its implementing rules, which took effect on January 1, 2008. Under the EIT Law, an enterprise established outside of China with “de facto management bodies” within China is considered a “resident enterprise,” meaning that it can be treated in a manner similar to a Chinese enterprise for enterprise income tax purposes. See Item 1 “Business—Regulation—Taxation” for a detailed discussion of the EIT Law. services;
~~It remains unclear whether the PRC tax authorities would require or permit~~ our ~~overseas~~ability ~~registered entities~~ to beexecute ~~treated as PRC resident enterprises. We do not currently consider~~ our ~~company~~business to be a PRC resident enterprise. However, if the PRC tax authorities determine that we are a “resident enterprise” for PRC enterprise income tax purposes, a number of unfavorable PRC tax consequences could follow. First, we may be subject to the enterprise income tax at a rate of 25% on our worldwide taxable income as well as PRC enterprise income tax reporting obligations. In our case, this would mean that income such as interest on offering proceeds and non-China source income would be subject to PRC enterprise income tax at a rate of 25%. Second, although under the EIT Law and its implementing rules dividends paid to us from our PRC subsidiaries may qualify as “tax-exempt income,” we cannot guarantee that such dividends will not be subject to a 5% or 10% withholding tax, as the PRC foreign exchange control authorities, which enforce the withholding tax, have not yet issued guidance with respect to the processing of outbound remittances to entities that are treated as resident enterprises for PRC enterprise income tax purposes. Finally, it is possible that future guidance issued with respect to the new “resident enterprise” classification could result in a situation in which a 5% or 10% withholding tax is imposed on dividends we pay to our non-PRC stockholders and with respect to gains derived by our non-PRC stockholders from transferring our stock. plan;
Weoperating ~~face~~results ~~uncertainty~~below from China’s Circular on Strengthening the Administration of Enterprise Income Tax on Non-Resident Enterprises' Share Transfer that was released in December 2009 with retroactive effect from January 1, 2008. expectations;
~~The~~loss ~~Chinese State Administration~~ of Taxation, or SAT, released a circular on December 15, 2009 that addresses the transfer of shares by nonresident companies, generally referred to as Circular 698. Circular 698, which was effective retroactively to January 1, 2008, may have a significant impact on many companies that use offshore holding companies to invest in China. Circular 698, which provides parties with a short period of time to comply with its requirements, indirectly taxes foreign companies on gains derived from the indirect sale of a Chinese company. Where a foreign investor indirectly transfers equity interests in a Chinese resident enterprise by selling the shares in an offshore holding company, and the latter is located in a country or jurisdiction where the effective tax burden is less than 12.5% or where the offshore income of his, her, or its residents is not taxable, the foreign investor is required to provide the tax authority in charge of that Chinese resident enterprise with the relevant information within 30 days of the transfers. Moreover, where a foreign investor indirectly transfers equity interests in a Chinese resident enterprise through an abuse of form of organization and there are no reasonable commercial purposes such that the corporate income tax liability is avoided, the PRC tax authority will have the power to re-assess the nature of the equity transfer in accordance with PRC’s “substance-over-form” principle and deny the existence of the offshore holding company that is used for tax planning purposes. There is uncertainty as to the application of Circular 698. For example, while the term "indirectly transfer" is not defined, it is understood that the relevant PRC tax authorities have jurisdiction regarding requests for information over a wide range of foreign entities having no direct contact with China. Moreover, the relevant authority has not yet promulgated any ~~formal~~strategic provisions or formally declared or stated how to calculate the effective tax in the country or jurisdiction and to what extent and the process of the disclosure to the tax authority in charge of that Chinese resident enterprise. In addition, there are not any formal declarations with regard to how to decide “abuse of form of organization” and “reasonable commercial purpose,” which can be utilized by us to balance if our Company complies with the Circular 698. As a result, we may become at risk of being taxed under Circular 698 and we may be required to expend valuable resources to comply with Circular 698 or to establish that we should not be taxed under Circular 698, which could have a material adverse effect on our financial condition and results of operations. relationship;
19industry developments;
Weeconomic ~~may be exposed to liabilities under the Foreign Corrupt Practices Act~~ and ~~Chinese~~other ~~anti-corruption~~external ~~laws,~~factors; and ~~any determination that we violated these laws could have a material adverse effect on our business.~~
~~We are subject~~ period-to the Foreign Corrupt Practice Act, or FCPA, and other laws that prohibit improper payments or offers of payments to foreign governments and their officials and political parties by U.S. persons and issuers as defined by the statute, for the purpose of obtaining or retaining business. We have operations, agreements with third parties, and make most of our sales in China. The PRC also strictly prohibits bribery of government officials. Our activities in China create the risk of unauthorized payments or offers of payments by the employees, consultants, sales agents, or distributors of our Company, even though they may not always be subject to our control. It is our policy to implement safeguards to discourage these practices by our employees. However, our existing safeguards and any future improvements may prove to be less than effective, and the employees, consultants, sales agents, or distributors of our Company may engage in conduct for which we might be held responsible. Violations of the FCPA or Chinese anti-~~corruption~~period ~~laws~~fluctuations ~~may result~~ in ~~severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect~~ our ~~business,~~financial ~~operating~~ results ~~and financial condition~~. ~~In addition, the U.S. government may seek to hold our Company liable for successor liability FCPA violations committed by companies in which we invest or that we acquire.~~

IfBecause we ~~become~~are ~~directly~~a ~~subject to the recent scrutiny, criticism and negative publicity involving U.S.~~start-~~listed~~up ~~Chinese~~company ~~companies,~~with weno ~~may have~~ revenues to ~~expend~~date, ~~significant~~you ~~resources~~should toconsider ~~investigate~~any ~~and~~one ~~resolve~~of ~~the~~these ~~matter~~factors ~~which~~to ~~could~~be ~~harm~~material. ~~our~~Our ~~business operations,~~ stock price ~~and~~may ~~reputation~~fluctuate ~~and~~widely ~~could~~as ~~result in~~ a ~~loss~~result of ~~your~~any ~~investment~~of the ~~in our stock, especially if such matter cannot be addressed and resolved favorably~~above.

~~Recently,~~In ~~U.S. public companies that have substantially all of their operations in China~~addition, ~~particularly~~the ~~companies~~securities ~~like~~markets ~~us which~~ have ~~completed so-called reverse merger transactions, have been the subject of intense scrutiny, criticism and negative~~from ~~publicity~~time byto ~~investors,~~time ~~financial~~experienced ~~commentators~~significant ~~and~~price ~~regulatory agencies, such as the SEC. Much of the scrutiny, criticism~~ and ~~negative~~volume ~~publicity~~fluctuations ~~has~~that ~~centered~~are ~~around~~unrelated ~~financial~~to and accounting irregularities and mistakes, a lack of effective internal controls over financial accounting, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result of the ~~scrutiny,~~operating ~~criticism~~performance ~~and negative publicity, the publicly traded stock~~ of ~~many~~particular ~~U.S. listed Chinese~~ companies ~~has sharply decreased in value and, in some cases, has become virtually worthless~~. ~~Many~~These ofmarket ~~these~~fluctuations ~~companies~~may ~~are~~also ~~now~~materially ~~subject to shareholder lawsuits, SEC enforcement actions~~ and ~~are~~adversely ~~conducting~~affect ~~internal and external investigations into~~ the ~~allegations.~~market ~~It is not clear what effect this sector-wide scrutiny, criticism and negative publicity will have on our Company, our business and our stock~~ price. ~~If we become the subject~~ of ~~any unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend significant resources to investigate such allegations and/or defend~~ our ~~company.~~common This situation will be costly and time consuming and distract our management from growing our company. If such allegations are not proven to be groundless, our company and business operations will be severely and your investment in our stock ~~could be rendered worthless~~.

~~The~~We ~~disclosures~~have innever ~~our~~declared ~~reports~~or ~~and~~paid ~~other~~any ~~filings~~cash dividends ~~with~~or ~~the~~distributions ~~SEC~~on ~~and~~ our ~~other~~capital ~~public~~stock. ~~pronouncements~~And ~~are~~we do not ~~subject~~anticipate topaying ~~the scrutiny of~~ any ~~regulatory~~cash ~~bodies~~dividends inon ~~the PRC. Accordingly,~~ our ~~public~~common ~~disclosure~~stock ~~should be reviewed~~ in ~~light of~~ the ~~fact~~ ~~that~~foreseeable no governmental agency that is located in China where substantially all of our operations and business are located have conducted any due diligence on our operations or reviewed or cleared any of our disclosurefuture.

We ~~are~~have ~~regulated~~never bydeclared ~~the~~or ~~SEC~~paid ~~and~~any ~~our~~cash reports and other filings with the SEC are subject to SEC review in accordance with the rules and regulations promulgated by the SEC under the Securities Act and the Exchange Act. Unlike public reporting companiesdividends ~~whose~~or ~~operations~~distributions ~~are~~on ~~located primarily in the United States, however, substantially all of~~ our ~~operations~~capital ~~are located in China~~stock. ~~Since~~We ~~substantially~~currently ~~all~~intend ~~of our operations and business takes place in China, it may be more difficult for the Staff of the SEC~~ to ~~overcome~~retain ~~the geographic and cultural obstacles that are present when reviewing~~ our ~~disclosure.~~future ~~These same obstacles are not present for similar companies whose operations or business take place entirely or primarily in the United States. Furthermore~~earnings, ~~our~~if ~~SEC reports and other disclosure and public pronouncements are not subject to the review or scrutiny of~~ any ~~PRC regulatory authority. For example~~, ~~the~~to ~~disclosure~~support inoperations ~~our SEC reports~~ and ~~other filings are not subject~~ to ~~the review of~~ ~~the~~finance ~~China~~expansion ~~Securities Regulatory Commission, a PRC regulator that is tasked with oversight of the capital markets in China. Accordingly, you should review our SEC reports, filings~~ and ~~our~~therefore ~~other~~we ~~public~~do ~~pronouncements~~not ~~with~~anticipate ~~the~~paying ~~understanding that no local regulator has done~~ any ~~due~~cash ~~diligence~~dividends on our ~~company~~common ~~and~~stock ~~with~~in the ~~understanding~~foreseeable ~~that none of our SEC reports, other filings or any of our other public pronouncements has been reviewed or otherwise been scrutinized by any local regulator~~future.

The declaration, payment and amount of any 20future dividends will be made at the discretion of the board of directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors as the board of directors considers relevant. There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with respect to the amount of any such dividend.

~~RISKS~~Our ~~RELATED~~securities TOare ~~THE~~considered ~~MARKET~~a ~~FOR OUR STOCK GENERALLY~~ penny stock.

Because our securities are considered a ~~Our~~penny ~~common~~stock, shareholders will be more limited in their ability to sell their shares. Broker-dealer practices in connection with transactions in “penny stocks” are regulated by penny stock isrules ~~quoted~~adopted onby the ~~OTCQB~~Securities ~~Market~~and ~~which~~Exchange Commission. ~~may~~Penny ~~have~~stocks angenerally ~~unfavorable~~are ~~impact~~equity onsecurities ~~our~~with ~~stock~~a price ~~and~~of ~~liquidity~~less than $3. 00 (other than securities registered on some national securities exchanges or quoted on Nasdaq). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk

Our common stock is quoted on the OTCQB Market maintained by OTC Markets Group Inc.. The OTCQB Market is a significantly more limited market than the New York Stock Exchange or NASDAQ. The quotation of our shares on the OTCQB Market may result in a less liquid market available for existing and potential stockholders to trade shares of our common stock, could depress the trading price of our common stock and could have a long-term adverse impact on our ability to raise capital in the future. We plan to list our common stock as soon as practicable. However, we cannot assure you that we will be able to meet the initial listing standards of any stock exchange, or that we will be able to maintain any such listing. 14

WeTable ~~are subject to penny stock regulations and restrictions and you may have difficulty selling shares~~ of ~~our common stock.~~ Contents

~~The~~disclosure ~~SEC~~document ~~has~~that provides ~~adopted~~information ~~regulations~~about ~~which~~penny ~~generally~~stocks ~~define~~and ~~so-called~~the ~~“penny~~nature ~~stocks”~~and tolevel beof anrisks ~~equity~~in ~~security~~the ~~that~~penny ~~has~~stock a market. ~~price~~The ~~less~~broker-dealer ~~than~~also must ~~$5.00~~provide ~~per~~the ~~share~~customer orwith ancurrent ~~exercise~~bid ~~price~~and ofoffer ~~less~~quotations ~~than~~for ~~$5.00~~the ~~per~~penny ~~share~~stock, ~~subject~~the tocompensation ~~certain exemptions.~~of ~~Our~~the ~~common~~broker-dealer and ~~stock~~its issalesperson ain ~~“penny~~the ~~stock”~~transaction, and, if the broker-dealer is ~~subject~~the tosole ~~Rule~~market ~~15g~~maker, the broker-9dealer ~~under~~must disclose this fact and the ~~Exchange~~broker-dealer’s ~~Act~~presumed control over the market, orand monthly account statements showing the ~~Penny~~market value ~~Stock~~of ~~Rule.~~each ~~This~~penny ~~rule~~stock ~~imposes~~held ~~additional~~in ~~sales~~the ~~practice~~customer’s ~~requirements~~account. onIn addition, broker-dealers ~~that~~who sell ~~such~~these securities to ~~persons~~ persons other than established customers and “accredited investors” ~~(generally,~~must ~~individuals~~make ~~with~~ a ~~net~~special ~~worth~~written ~~in excess of $1,000,000 or annual incomes exceeding $200,000, or $300,000 together with their spouses). For transactions~~determination ~~covered~~that bythe ~~Rule~~penny ~~15g-9,~~stock ais ~~broker-dealer must make~~ a ~~special~~suitable ~~suitability~~investment ~~determination~~ for the purchaser and ~~have~~receive ~~received~~ the purchaser'’s written ~~consent~~agreement to the transaction ~~prior to sale~~. ~~As a result~~Consequently, ~~this~~these ~~rule~~requirements may ~~affect~~have the ~~ability~~effect of ~~broker-dealers~~ toreducing ~~sell~~the ~~our~~level ~~securities~~of ~~and~~trading ~~may~~activity, ~~affect~~if any, in the secondary ~~ability~~market offor ~~purchasers~~a security subject to ~~sell~~the ~~any~~penny ofstock ~~our~~rules, ~~securities~~and investors in ~~the~~our ~~secondary~~common ~~market,~~stock ~~thus~~may ~~possibly~~find ~~making~~ it ~~more~~ difficult ~~for us~~ to sell ~~raise~~their ~~additional capital~~shares.

~~For~~Rule ~~any~~144 ~~transaction~~sales ~~involving~~in ~~a penny stock, unless exempt,~~ the ~~rules~~future ~~require~~may ~~delivery, prior to any transaction in penny stock, of~~ have a ~~disclosure~~depressive ~~schedule~~effect ~~prepared~~on byour ~~the SEC relating to the penny~~ stock ~~market.~~price ~~Disclosure~~as isan ~~also~~increase ~~required~~in tosupply beof ~~made about~~shares ~~sales commissions payable to both the broker-dealer and the registered representative and current quotations~~ for ~~the securities. Finally~~sale, ~~monthly~~with ~~statements~~no ~~are~~corresponding ~~required~~increase toin bedemand ~~sent disclosing recent price information for the penny stock held~~will incause ~~the~~prices ~~account~~to ~~and information on the limited market in penny stock~~fall.

~~There~~All ~~can~~of bethe nooutstanding ~~assurance~~shares ~~that~~of ~~our~~ common stock held ~~will~~by ~~qualify~~the ~~for~~present ~~exemption~~officers, ~~from~~directors, ~~the~~and ~~Penny~~affiliate ~~Stock~~stockholders are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended. InAs ~~any~~restricted ~~event~~shares, ~~even~~these ifshares ~~our~~may ~~common~~be ~~stock~~resold ~~were~~only ~~exempt~~pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Act ~~Penny~~and ~~Stock~~as required under applicable state securities laws. Rule 144 provides in essence that a person who is an affiliate or officer or director who has held restricted securities for six months may, weunder ~~would~~certain ~~remain~~conditions, ~~subject~~sell toevery ~~Section~~three ~~15(b)(6)~~months, in brokerage transactions, a number of shares that does not exceed the ~~Exchange~~greater ~~Act,~~of 1.0% of a company’s outstanding common stock. There ~~which~~is ~~gives~~no limit on the ~~SEC~~amount of restricted securities that may be sold by a non-affiliate after the ~~authority~~owner tohas ~~restrict~~held the restricted securities for a period of six months if the company is a current reporting company under the 1934 Act. A sale under Rule 144 or under any ~~person~~other exemption from ~~participating~~the inAct, aif ~~distribution~~available, or pursuant to subsequent registration of ~~penny~~shares of common stock of present stockholders, ifmay ~~the~~have ~~SEC~~a ~~finds~~depressive ~~that~~effect ~~such~~upon athe ~~restriction~~price ~~would~~of bethe common stock in ~~the~~any ~~public~~market ~~interest~~that may develop.

FINRA sales practice requirements may Wealso dolimit ~~not~~a ~~intend~~stockholder’s ability to ~~pay~~buy ~~dividends~~and ~~for~~sell ~~the~~our ~~foreseeable future~~stock.

~~For~~In addition to the ~~foreseeable~~“penny ~~future~~stock” rules described above, wethe ~~intend~~Financial toIndustry ~~retain~~Regulatory ~~any~~Authority ~~earnings~~(FINRA) tohas ~~finance~~adopted ~~the~~rules ~~development~~that ~~and~~require ~~expansion~~that ofin ~~our~~recommending an ~~business~~investment to a customer, ~~and~~a webroker-dealer domust ~~not~~have ~~anticipate~~reasonable ~~paying~~grounds ~~any~~for ~~cash~~believing ~~dividends~~that onthe ~~our~~investment ~~common~~is ~~stock~~suitable for that customer. ~~Accordingly,~~Prior ~~investors~~to ~~must~~recommending bespeculative ~~prepared~~low priced securities to ~~rely~~their onnon-institutional ~~sales~~customers, broker-dealers must make ofreasonable ~~their~~efforts ~~common~~to ~~stock~~obtain ~~after~~information ~~price~~about ~~appreciation~~the tocustomer’s ~~earn~~financial anstatus, ~~investment~~tax ~~return~~status, ~~which~~investment ~~may~~objectives ~~never~~and ~~occur~~other information. ~~Investors~~Under ~~seeking~~interpretations ~~cash~~of ~~dividends~~these ~~should~~rules, ~~not~~FINRA ~~purchase~~believes ~~our~~that ~~common~~there ~~stock.~~is ~~Any~~a ~~determination~~high toprobability ~~pay~~that ~~dividends~~speculative inlow ~~the~~priced securities ~~future~~ will not be ~~made~~suitable for at ~~the discretion~~least ofsome ~~our~~customers. ~~board~~FINRA ofrequirements ~~directors~~make ~~and~~it ~~will~~more ~~depend~~difficult onfor ~~our~~broker-dealers ~~results~~to ofrecommend that ~~operations,~~their ~~financial~~customers ~~condition,~~buy ~~contractual~~our ~~restrictions~~common stock, ~~restrictions~~which ~~imposed~~may bylimit ~~applicable~~your ~~law~~ability ~~and~~to ~~other~~buy ~~factors~~and sell our ~~board~~stock ~~deems~~and ~~relevant.~~have an adverse effect on the market for our shares.

~~Certain~~Item ~~provisions of our Articles of Incorporation may make it more difficult for a third party to effect a change-of-control~~2. Properties

~~Our~~We ~~Articles~~currently ofdo ~~Incorporation~~not own ~~authorize~~any ~~our~~real ~~board of directors to issue up to 10,000,000 shares of preferred stock~~property. ~~The~~Our ~~preferred~~headquarters ~~stock~~is ~~may~~located ~~be issued in one or more series, the terms of which may be determined~~ at ~~the~~110 ~~time~~Bi-County ~~of issuance by our board of directors without further action by the stockholders~~Blvd. ~~These terms may include voting rights including the right to vote as a series on particular matters~~, ~~preferences~~Ste ~~as to dividends and liquidation~~124, ~~conversion rights~~Farmingdale, ~~redemption~~NY ~~rights and sinking fund provisions~~11735. ~~The~~We ~~issuance~~have of any preferred stock could diminish the rights of holders of our common stock, and therefore could reduce the value of such common stock. In addition, specific rights granted to future holders of preferred stock could be used to restrict our ability to merge with, or sell assets to, a ~~third~~month ~~party. The ability of our board of directors~~ to ~~issue~~month ~~preferred~~lease ~~stock~~from ~~could make it more difficult, delay, discourage, prevent or make it more costly to acquire or effect a change-in-control, which in turn could prevent~~ our ~~stockholders~~principal ~~from~~stockholder ~~recognizing~~at a ~~gain~~quarterly inrent ~~the event that a favorable offer is extended and could materially and negatively affect the market price~~ of ~~our~~ ~~common stock~~$250.

Item 213. Legal Proceedings

~~ITEM~~We 1Bare not a party to any pending legal proceeding. We ~~UNRESOLVED~~are ~~STAFF~~not ~~COMMENTS~~aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

~~Not Applicable~~Item 4. Mine Safety Disclosures

~~ITEM~~Not 2applicable. ~~PROPERTIES.~~

There is no private ownership of land in China and all urban land ownership is held by the government of the PRC, its agencies and collectives. Land use rights can be obtained from the government for a period of up to 50 years for industrial usage, 40 years for commercial usage and 70 years for residential usage, and are typically renewable. Land use rights can be transferred upon approval by the land administrative authorities of the PRC (State Land Administration Bureau) upon payment of the required land transfer fee. 15

WeTable ~~have the following PRC land use rights to three parcels~~ of ~~land~~ ~~located at Xinqiao Industrial Park, Jingde County, Anhui Province, PRC:~~ Contents

Land Certificate No.	Area (M2)	Usage	Construction Area (M2)	Expiration Date
Jing Guo Yong (2006) No. 0141	44,038	Industrial	11,543.18	April 27, 2056
Jing Guo Yong (2008) No. 0536	66,696	Industrial	Under construction	December 29, 2058
Jing Guo Yong (2008) No. 0537	66,677	Industrial	Under construction	December 29, 2058

PART II

~~In 2011, we acquired the following land use rights to a parcel~~Item ~~located at Song XiCun, XinDen County, FuYang City, Hangzhou, Zhejiang Province, PRC~~5. WeMarket ~~have built a facility~~ for ~~tower~~Registrant’s ~~production~~Common Equity and ~~zinc~~Related ~~galvanizing~~Stockholder ~~and~~Matters ~~the~~and ~~facility~~Issuer ~~commenced~~Purchases ~~operations~~of inEquity ~~March 2012.~~ Securities

Land Certificate No.	Area (M2)	Usage	Construction Area (M2)	Expiration Date
Fu Guo Yong (2011) No. 000896	75,531	Industrial	75,531	February 5, 2061

Market Information

Our ~~principal~~common ~~executive~~stock ~~offices~~is ~~and~~quoted ~~base~~under ofthe ~~operations are~~symbol ~~located~~“TLDN” inon ~~southeastern China in Anhui Province. We own~~ the ~~following~~OTCPink ~~real estate~~operated ~~property~~by ~~certificates~~OTC ~~for~~Markets ~~land located at Xinqiao Industrial Park~~Group, ~~Jingyang~~ ~~Township, Anhui Province, PRC:~~ Inc.

Certificate No.	Area(M2)	Structure	Floor	Usage
Fang Di Quan Jing Fang Zi No. 000489	1,255.29	Complex	One	Office, residence and others
Fang Di Quan Jing Fang Zi No. 04122	10,287.89	Steel frame	One	Factory

There is currently no active trading market for our securities. There is no assurance that a regular trading market will develop, or if developed, that it will be sustained. Therefore, a shareholder may be unable to resell his securities in our company.

WeThe ~~also~~following ~~use~~table ~~approximately~~sets ~~1,290~~forth ~~square~~the ~~feet~~range of ~~office space,~~ ~~for~~high ~~our~~and ~~Shenzhen~~low ~~Branch~~bid ~~Office,~~quotations ~~leased~~ for ~~and~~our oncommon ~~behalf~~stock for each of the ~~Company~~periods byindicated ~~Mr. Huang~~as ~~Liang,~~reported ~~Shenzhen~~by ~~Branch Representative, pursuant to a lease agreement, dated August 12, 2010. Under~~ the ~~lease agreement, Mr~~OTCQB. ~~Huang~~These isquotations ~~obligated to pay~~reflect ainter-dealer ~~monthly sum of RMB 18~~prices,~~254~~ ~~(approximately~~without ~~$2,820),~~retail ~~which the Company reimburses to him. The original expiration date of the lease agreement is August 19~~mark-up, ~~2011 and~~mark-down noor ~~new~~commission lease agreement was signed. The lease agreement is currently extended automatically until a verbal notice of termination from either party. We intend to renew the lease at that time in TEC Tower’s name. We believe that all leased space is in good condition and ~~that~~may ~~the~~not ~~property~~necessarily isrepresent ~~adequately~~actual ~~insured by the owner~~transactions.

We also use approximately 15,000 square feet of office space, for our Beijing Branch Office, leased for and on behalf of the Company by Ms. Liu Hong Ying, Beijing Branch Representative, pursuant to a lease agreement, dated December 9, 2010, between Ms. Liu and Mr. Han Yu. Under the lease agreement, Ms. Liu is obligated to pay a monthly sum of RMB 5,500 approximately $850), which the Company reimburses to her. The original expiration date of the lease agreement is December 9, 2011 and no new lease agreement was signed. The lease agreement is currently extended automatically until a verbal notice of termination from either party. We believe that all leased space is in good condition and that the property is adequately insured by the owner.

Fiscal Year Ending January 31, 2020
Quarter Ended		High $		Low $
	January 31, 2020		250		250
	October 31, 2019		200		200
	July 31, 2019		250		250
	April 30, 2019		250		250

Fiscal Year Ending January 31, 2019
Quarter Ended		High $		Low $
	January 31, 2019		175		175
	October 31, 2018		25		25
	July 31, 2018		1000		1000
	April 30, 2018		1000		1000

WePenny also leased approximately 960 square feet of office space for our Zhejiang Corporate Human Resource and Training Center, pursuant to a lease agreement, dated April 5, 2011 with China Rail Five Bureau. Under the lease agreement, we are obligated to pay an annual rent of RMB 500,000 (approximately $77,250) for the year 2011, RMB 550,000 (approximately $84,975) for the year 2012 and RMB 605,000 (approximately $93,472) for the year 2013. The lease agreement expires on April 5, 2014 and we have the option to renew the lease three months prior to the expiration date. We believe that all leased space is in good condition and that the property is adequately insured by the owner. Stock

~~ITEM~~The 3Securities Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. ~~LEGAL~~Penny ~~PROCEEDINGS~~stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;(b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities' laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;(d) contains a toll-free telephone number for inquiries on disciplinary actions;(e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and;(f) contains such other information and is in such form, including language, type, size and format, as the Commission shall require by rule or regulation.

~~From~~The ~~time~~broker-dealer also tomust ~~time~~provide, weprior ~~may~~to ~~become~~effecting ~~involved~~any transaction in ~~various~~a ~~lawsuits and~~penny ~~legal proceedings~~stock, ~~which~~the ~~arise,~~customer inwith; ~~the~~(a) ~~ordinary~~bid ~~course~~and ofoffer ~~business.~~quotations ~~However,~~for the ~~litigation~~penny isstock;(b) ~~subject~~the tocompensation ~~inherent~~of ~~uncertainties,~~the broker-dealer and anits ~~adverse~~salesperson ~~result~~ in ~~these, or~~the ~~other~~transaction;(c) ~~matters,~~the ~~may~~number ~~arise~~of ~~from~~shares ~~time~~ to ~~time~~which such ~~that~~bid ~~may~~and ~~harm~~ask ~~our~~prices ~~business.~~apply, Weor ~~are currently~~other ~~not~~comparable ~~aware~~information ofrelating ~~any~~to ~~such~~the ~~legal~~depth ~~proceedings~~and orliquidity ~~claims~~of ~~that~~the wemarket ~~believe~~for ~~will~~such stock; ~~have~~and (d) a ~~material~~monthly ~~adverse~~account ~~affect~~statements onshowing ~~our~~the ~~business,~~market ~~financial~~value ~~condition~~of oreach ~~operating results.~~penny stock held in the customer's account.

~~ITEM~~In 4.addition, ~~MINE~~the ~~SAFETY~~penny stock ~~DISCLOSURES~~rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

~~Not~~These ~~applicable~~disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock if it becomes subject to these penny stock rules. Therefore, because our common stock is subject to the penny stock rules, stockholders may have difficulty selling those securities.

23 16

~~PART~~Table IIof Contents

~~ITEM~~Holders 5.of Our ~~MARKET~~Common ~~FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.~~Stock

~~Market~~As ~~Information~~of May 7, 2020, we had 5,866,932 shares of our common stock issued and outstanding, held by approximately 190 shareholders of record, with others holding shares in street name.

~~Our common stock is quoted under the symbol “HGHN” on the OTCQB Marketplace maintained by Pink OTC Markets Inc.~~ Dividends

We have never paid cash dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future. The ~~prices~~payment ~~below~~of ~~reflect~~cash ~~inter-dealer~~dividends ~~prices,~~on ~~without~~our ~~retail~~common stock ~~mark-up,~~will ~~mark-down~~depend oron ~~commission~~earnings, financial condition and other business and economic factors at such time as the board of directors may consider relevant. If we do not ~~represent~~pay ~~actual~~cash ~~transactions.~~dividends, our common stock may be less valuable because a return on your investment will only occur if its stock price appreciates.

		Closing Bid Prices(1)
		High		Low
Year Ended December 31, 2011
1st Quarter	$	2.25	$	1.51
2nd Quarter		2.55		2.11
3rd Quarter		N/A		N/A
4th Quarter		1.50		1.25
Year Ended December 31, 2010
1st Quarter		1.10		0.30
2nd Quarter		6.00		1.10
3rd Quarter		10.00		3.00
4th Quarter		10.00		2.00

Securities Authorized for Issuance under Equity Compensation Plans

~~(1)~~We ~~The~~have ~~above~~no ~~table~~equity ~~sets~~compensation ~~forth the range of high and low closing bid prices per share of our common stock as reported by www~~plans.~~quotemedia.com for the periods indicated.~~

~~Holders~~Unregistered Sales of Equity Securities

AsDuring ofthe ~~April~~year 12ended January 31, ~~2012~~2020, ~~there were approximately 180 stockholders~~we ofissued ~~record of our~~ common ~~stock. This number does not include~~ shares ~~held by brokerage clearing houses~~, ~~depositories~~as ~~or others in unregistered form.~~ follows:

~~Dividends~~On January 10, 2020, the Company issued 600,000 shares of common stock to a third party for $60,000, which amount is payable within a year.

WeThese ~~have~~securities ~~never~~were ~~declared~~issued orpursuant ~~paid~~to ~~a cash dividend. Any decisions~~Section ~~regarding~~4(2) ~~dividends~~of ~~will~~the beSecurities ~~made~~Act byand/or ~~our~~Rule ~~board~~506 ofpromulgated ~~directors~~thereunder. WeThe ~~currently~~holders ~~intend to~~represented ~~retain~~their ~~and~~intention ~~use~~to ~~any~~acquire ~~future~~the ~~earnings~~ securities for ~~the~~investment ~~development~~only and ~~expansion of our business and do~~ not ~~anticipate~~with ~~paying~~a ~~any~~view ~~cash~~towards ~~dividends in the foreseeable future~~distribution. ~~Our~~The ~~board~~investors ofwere ~~directors~~given ~~has~~adequate ~~complete~~information ~~discretion~~about onus ~~whether~~ to ~~pay~~make an ~~dividends,~~informed ~~subject~~investment ~~to the approval of our stockholders~~decision. ~~Even~~We ifdid ~~our~~not ~~board~~engage ~~of directors~~in ~~decides~~any togeneral ~~pay~~solicitation ~~dividends,~~or ~~the~~advertising. ~~form,~~We ~~frequency~~directed ~~and amount will depend upon~~ our ~~future~~transfer ~~operations~~agent ~~and~~to ~~earnings, capital requirements and surplus,~~issue ~~general~~the ~~financial~~stock ~~condition,~~certificates ~~contractual~~with ~~restrictions~~the ~~and~~appropriate ~~other~~restrictive ~~factors~~legend ~~that~~affixed to the ~~board~~ ofrestricted ~~directors may deem relevant~~stock.

~~Securities~~Item ~~Authorized~~6. ~~for~~Selected ~~Issuance~~Financial ~~under Equity Compensation Plans~~ Data

WeA dosmaller ~~not~~reporting ~~have~~company ~~any~~is ~~compensation~~not ~~plans~~required into ~~effect~~provide ~~under~~the ~~which our~~information ~~equity~~required ~~securities~~by ~~are~~this ~~authorized for issuance~~Item.

~~Recent~~Item ~~Sales~~7. Management’s Discussion and Analysis of ~~Unregistered~~Financial ~~Securities~~Condition and Results of Operations

~~We have not sold any equity securities during the fiscal year ended December 31, 2011 that were not previously disclosed in a quarterly report on Form 10~~Forward-QLooking ~~or a current report on Form 8-K that was filed during the 2011 fiscal year.~~ Statements

~~Purchases~~Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of ~~Equity~~the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

~~No repurchases of our common stock were made during the 2011 fiscal year .~~ 17

24Table of Contents

~~ITEM~~The 6COVID-19 outbreak has had a significant adverse impact and created many uncertainties related to our business, and we expect that it will continue to do so. The ~~SELECTED~~Company ~~FINANCIAL~~is ~~DATA~~experiencing challenges in increasing the number of users for its Mobile App due to limited marketing resulting from lack of sufficient funds. Additionally, the COVID-19 outbreak has adversely affected the consumers who are preoccupied with health safety issues and not taking keen interest in following the new mobile Apps in the marketplace. Thus, this pandemic has substantially decreased our revenue opportunities and increased financial uncertainty. Given the unprecedented nature of the COVID-19 outbreak and the fast pace at which new developments relating to the outbreak are occurring, it is difficult to assess or predict the short-term or long-term effects of the outbreak on our financial performance.

~~Not~~Our ~~Applicable~~future business outlook and expectations are very uncertain due to the impact of the COVID-19 outbreak and are very difficult to quantify. It is difficult to assess or predict the impact of this unprecedented event on our business, financial results or financial condition. Factors that will impact the extent to which the COVID-19 outbreak affects our business, financial results and financial condition include: the duration, spread and severity of the outbreak; the actions taken to contain the virus or treat its impact, including government actions to mitigate the economic impact of the outbreak; and how quickly and to what extent normal economic and operating conditions can resume, including whether any future outbreaks interrupt economic recovery. The Company has not received any relief or stimulus package from the Government.

~~ITEM~~Company 7.is ~~MANAGEMENT’S~~uncertain ~~DISCUSSION~~of ~~AND~~any ~~ANALYSIS~~material impairments OFwith ~~FINANCIAL~~respect ~~CONDITION~~to ~~AND~~goodwill, ~~RESULTS~~intangible OFassets, ~~OPERATIONS~~long-lived assets, right of use assets, investment securities, increases in allowances for credit losses, restructuring charges, other expenses, or changes in accounting judgments that have had or are reasonably likely to have a material impact on the financial statements.

~~The~~Results ~~following~~of ~~management’s~~operations ~~discussion~~for ~~and analysis should be read in conjunction with our financial statements and~~ the ~~notes thereto and the~~years ~~other~~ended ~~financial~~January ~~information appearing elsewhere in this report. In addition to historical information~~31, ~~the~~2020 following discussion contains certain forward-looking information. See “Special Note Regarding Forward Looking Statements” above for certain information concerning those forward looking statements. Our financial statements are prepared in U.S. dollars and ~~in accordance with U.S. GAAP.~~ 2019

~~Overview~~ Revenues

We ~~are~~generated ~~primarily engaged in the design~~$16,752 ~~production and sale of transmission towers and related products used~~ in ~~high~~revenues ~~voltage~~during ~~electric power~~the ~~transmission~~year ~~and~~ended ~~wireless~~January ~~communications. We sell our tower products to prime contractors on large transmission projects for electric utility companies or telecommunications service providers~~31, ~~who are developing and constructing projects for end customers. Our electric transmission towers currently support 35kv~~2020, ~~110kv,~~as ~~220kv,~~compared ~~and~~with ~~500kv~~$0 ~~transmission~~in ~~lines~~revenues 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,~~same ~~3G,~~period ~~and~~ended ~~microwave~~January 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 steel31, ~~but some contain aluminum or other alloy materials~~2019.

~~Our~~The revenues ~~currently~~we ~~are,~~had ~~and~~for ~~historically have been, generated from~~ the ~~sale~~year ofended ~~our tower products. In the future, we expect to offer~~January ~~installation and technical services that we believe will generate an additional revenue stream~~31, ~~however,~~2020 towere ~~date,~~predominantly wefrom ~~have~~customers ~~not~~for ~~generated~~software ~~material revenues from such~~ services.

Our ~~headquarters~~cost ~~are~~of ~~located~~revenues inwas ~~Anhui~~$8,017 ~~Province~~for inthe ~~southeastern~~year ~~China~~ended ~~and~~January ~~our~~31, ~~international~~2020, ~~sales~~as ~~network~~compared iswith ~~primarily~~$0 ~~operated~~for ~~from our branch offices in~~ the ~~Shenzhen~~same ~~Special~~period ~~Economic~~ended ~~Zone~~January ~~and~~31, ~~Beijing and our senior and middle management training centre is established in Zhejiang Province in southeastern China~~2019.

~~Financial~~We ~~Performance~~had ~~Highlights~~gross profit of $8,735 for the year ended January 31, 2020, as compared with a gross loss of $0 for the year ended January 31, 2019.

~~The~~We ~~following~~hope ~~summarizes~~to ~~certain~~achieve ~~key~~increased ~~financial~~revenues ~~information~~once we establish sales channels for our products and services and implement our business strategies as described above. If we are unable to obtain financing, however, the ~~year~~implementation ~~ended~~of ~~December~~our 31business strategies will be frustrated, ~~2011.~~and we would not grow our revenues.

~~Revenues:~~Operating ~~Our revenues were $32.9 million for the year ended December 31, 2011, a increase of $0.7 million, or 2.2%, from $32.2 million for the year ended December 31, 2010.~~ Expenses

~~Gross~~We ~~profit~~incurred ~~and~~operating ~~margin:~~expenses ~~Gross~~in ~~profit~~the ~~was~~amount of $~~8.6~~42,677 ~~million~~ for the year ended ~~December~~January 31, ~~2011~~2020, as compared towith ~~$10.7~~operating ~~million~~expenses of $116,141 for the year ended ~~December~~January 31, ~~2010~~2019. The ~~Gross~~main ~~margin~~reason ~~was~~for ~~26.0%~~the ~~and~~sharp ~~33.2%~~decrease ~~for~~in operating expenses this year was due to the ~~years~~reduced ~~ended December~~amount ~~31,~~invested ~~2011~~in research and ~~2010~~development.

~~Net~~We ~~income:~~anticipate ~~Net~~our ~~income~~operating ~~was~~expenses ~~$2.7~~will ~~million~~increase as ~~for~~we ~~the~~undertake ~~year~~our ~~ended December~~plan ~~31,~~of ~~2011~~operations, aincluding ~~decrease~~increased ofcosts ~~$3.0~~associated ~~million~~with marketing, orpersonnel, ~~approximately~~and ~~52.63%,~~other ~~from~~general and administrative ~~$5.7~~expenses, ~~million~~along ~~for~~with ~~the~~increased ~~year~~professional ~~ended~~fees ~~December~~associated ~~31,~~with ~~2010.~~SEC compliance as our business grows more complex and more expensive to maintain.

~~Fully~~Net ~~diluted~~(Loss) ~~net income per share: Fully diluted net income per share was approximately $0.09 for the year ended December 31, 2011, as compared to approximately $0.22 for the year ended December 31, 2010.~~ Income

~~Principal~~We ~~Factors~~incurred ~~Affecting~~a ~~Our~~net ~~Financial~~loss ~~Performance~~in the amount of $33,942 for the year ended January 31, 2020, as compared with a net loss of $116,141 for the year ended January 31, 2019.

~~Our operating results are primarily affected by the following~~Liquidity ~~factors:~~and Capital Resources

25As of January 31, 2020, we had $66,881 in current assets consisting of $3,431 in cash. Our total current liabilities as of January 31, 2020 were $28,209. As a result, we have working capital of $38,672 as of January 31, 2020.

~~Growth~~Operating inactivities ~~the~~used ~~Chinese~~$84,388 ~~economy. We operate our manufacturing facilities~~ in ~~China~~cash ~~and derive a majority of our revenues from sales to~~for ~~customers~~the inyear ~~China.~~ended ~~Economic~~January ~~conditions in China~~31, ~~therefore~~2020, ~~affect~~as ~~virtually all~~compared ~~aspects~~with ~~of our operations~~$109,441 ~~including~~in ~~the~~cash ~~demand~~used for ~~our products,~~ the ~~availability~~ ~~and~~year ~~prices~~ended ofJanuary ~~our raw materials and our other expenses. Despite the global economic turmoil which resulted in a slowing of its growth rate~~31, ~~China~~ ~~experienced significant economic growth in recent years~~2019. ~~China appears to be emerging from the economic slowdown and is expected to experience continued growth in all areas of investment and consumption~~

~~Product~~Financing ~~development~~activities ~~and~~provided ~~brand~~$81,750 ~~recognition.~~in ~~We believe that~~cash infor ~~order~~the toyear ~~compete~~ended ~~effectively~~January in31, ~~our market~~2020, weas ~~need~~compared ~~to constantly improve the quality of our products and deliver new products~~ with ~~innovative features. As such~~$115,997 wefor ~~face~~ the ~~challenge~~year ofended ~~expanding~~January ~~our~~31, ~~research and development capacity~~2019. WeOur ~~need~~positive tooperating ~~maintain a strong and sufficient research and development~~cash ~~team~~flow ~~and identify the right directions~~ for ~~our~~both ~~research~~periods ~~and~~was ~~development.~~mainly ~~We also~~proceeds ~~face~~from the ~~long-term~~sale ~~challenge~~ of ~~developing~~ our ~~brand~~common ~~recognition.~~stock ~~We plan to focus on building a reputation for quality~~ and ~~excellent~~shareholder ~~customer service within our industry instead of advertising~~loans. ~~We believe that our sales and service team is key in developing the company’s brand recognition and value.~~

~~Growth~~There ofcan ~~transmission~~be ~~projects.~~no ~~Sales~~assurance ofthat ~~our~~we ~~tower~~will ~~products depend~~be ~~on the continued private and governmental investment in transmission~~successful ~~projects both~~ in ~~China~~raising ~~and~~additional ~~in emerging overseas markets~~funding. ~~Growth~~If in the domestic market relies primarily on China’s continued investment in the electric transmission industry in accordance with its 12th 5-Year Plan. So far, China has invested over $100 billion in electric transmission infrastructure and we ~~believe~~are ~~approximately~~not ~~25%~~able ~~of which was spent on towers and related products and services. We expect this investment~~ to ~~continue~~secure ~~for the~~additional ~~next~~funding, ~~5-7 years. China’s wireless communications market has also grown considerably in~~ the ~~past~~implementation ~~decade, with an estimated 800 million mobile phone users in China as~~ of ~~December~~our ~~31,~~business ~~2011.~~plan ~~Continued growth in the wireless communications market~~ will ~~depend on the success of planned service provider infrastructure investment of over $60 billion in the next five years, with the bulk of this amount expected to~~ be ~~allocated to tower and base station~~ ~~development~~impaired. ~~Continued~~There ~~growth~~can inbe ~~transmission~~no ~~projects~~assurance inthat ~~the~~such ~~developing overseas~~additional ~~electric~~financing ~~transmission and wireless communication markets~~ will ~~similarly~~ ~~depend on continued investments in these overseas markets. We believe that if planned investments in electric and wireless communications projects in China and abroad continue to~~ be ~~implemented,~~available ~~we will realize increased opportunities~~ to ~~sell~~us ~~our~~on ~~tower~~acceptable ~~products~~terms ~~and~~or ~~planned~~at ~~maintenance services~~all.

~~Taxation~~ 18

WeTable ~~are subject to United States tax at a tax rate~~ of ~~34%. No provision for income taxes in the United States has been made as we have no income taxable in the United States.~~ Contents

~~TEC~~The HKCOVID-19 ~~was~~outbreak ~~incorporated~~has inhad ~~Hong~~a significant ~~Kong~~adverse impact and ~~under~~created ~~the~~many ~~current~~uncertainties ~~laws of~~related ~~Hong~~to ~~Kong~~our business, and we expect that it will continue to do so. The Company is ~~subject~~experiencing challenges in increasing the number of users for its Mobile App due to ~~Profits~~limited ~~Tax~~marketing resulting from lack of ~~16.5%~~sufficient funds. NoAdditionally, ~~provision~~the ~~for~~COVID-19 ~~Hong~~outbreak ~~Kong~~has adversely affected the consumers who are preoccupied with ~~Profits~~health ~~Tax~~safety ~~has~~issues ~~been~~and ~~made~~not astaking ~~TEC~~keen HKinterest ~~had~~in nofollowing ~~taxable~~the ~~income~~new mobile Apps in the marketplace. Thus, this pandemic has substantially decreased our revenue opportunities and increased financial uncertainty. Given the unprecedented nature of the COVID-19 outbreak and the fast pace at which new developments relating to the outbreak are occurring, it is difficult to assess or predict the short-term or long-term effects of the outbreak on our financial performance.

~~Under~~Our ~~the~~future ~~EIT~~business ~~Law,~~outlook ~~ZTEC~~and expectations isare ~~subject~~very touncertain andue ~~EIT~~to ~~rate~~the impact of ~~25.0%~~the COVID-19 outbreak and are very difficult to quantify. It is difficult ~~Since~~to ~~January~~assess ~~2010~~or predict the impact of this unprecedented event on our business, ~~TEC~~financial ~~Tower~~results ~~has~~or ~~qualified~~financial ascondition. aFactors that ~~government~~will ~~recognized~~impact ~~High~~the extent to which the COVID-19 outbreak affects our business, financial results and financial condition include: ~~New-Technology~~the ~~Enterprise~~duration, spread and ~~has~~severity ~~since~~of ~~been~~the ~~enjoying~~outbreak; athe ~~reduced~~actions ~~EIT~~taken ~~rate~~to ofcontain ~~15%. See~~the ~~Item~~virus 1or ~~“Business—Regulation—Taxation”~~treat ~~for~~its aimpact, ~~detailed~~including ~~description~~government actions to mitigate the economic impact of the ~~EIT Law~~outbreak; and ~~tax~~how ~~regulations~~quickly ~~applicable~~and to ~~our~~what ~~Chinese~~extent ~~subsidiaries~~normal economic and operating conditions can resume, including whether any future outbreaks interrupt economic recovery. The Company has not received any relief or stimulus package from the Government.

~~Results~~Off ofBalance ~~Operations~~Sheet Arrangements

~~The~~As ~~following table sets forth key components~~ of ~~our~~January ~~results of operations during the fiscal years ended December~~ 31, ~~2011 and 2010~~2020, ~~both~~there ~~in dollars~~were ~~and~~no asoff abalance sheet ~~percentage of our revenues~~arrangements.

		Year Ended December 31, 2011					Year Ended December 31, 2010
				Percentage					Percentage
		Dollars		of Revenues			Dollars		of Revenues
Revenues	$	32,898,649		100.0%		$	32,241,333		100.0%
Cost of goods sold		24,342,639		73.99%			21,548,571		66.8%
Gross profit		8,556,010		26.0%			10,692,762		33.2%
Selling and marketing expenses		(2,116,071	)	6.4%			1,393,886		4.3%
General and administrative expenses		(2,469,519	)	7.5%			1,845,865		5.6%
Net income from operations		3,970,420		12.1%			7,453,011		23.3%
Other income (expenses)
Government grant		219,544		0.7%			190,758		0.6%
Other income		26,957		0.0%			15,469		0.0%
Interest expense		(1,251,045	)	(3.8%	)		(896,464	)	(2.8)%
Net other income (expenses)		(1,004,544	)	(3.1%	)		(690,237	)	(2.2)%
Net income before provision for income taxes		2,965,876		9.0%			6,762,774		21.1%
Provision for income taxes		(483,052	)	(1.5)%			(1,023,711	)	(3.1)%
Net income		2,482,824		7.5%			5,739,063		18.0%
Foreign currency translation gain		545,776		1.7%			355,141		1.2%
Comprehensive income	$	3,028,600		5.80%		$	6,094,204		19.2%

Critical Accounting Policies

26In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

~~Cost of goods sold.~~ Our ~~cost~~critical ofaccounting ~~goods~~policies ~~sold includes~~are ~~the~~set ~~direct costs of our raw materials, primarily steel, as well as the~~forth ~~cost~~in ofNote ~~labor and overhead. Our cost of goods sold increased by $~~2.8 ~~million, or 13.0%,~~ to ~~$24.3 million for~~ the ~~year~~financial ~~ended December 31, 2011, from $21~~statements.5 million for the year ended December 31, 2010. The increase in cost of goods sold was mainly due to the significant increase in per ton price of steel and galvanization cost per ton in year 2011. As a percentage of revenues, our cost of goods sold increased to 74.0% in 2011 from 66.8% in 2010 as our revenues in 2011 increased only by 0.02% . According to Shanghai Nonferrous Metals Net, in 2011 the price of our major raw material, steel, fluctuated in the range from $554 per ton to $760 per ton as follows:

WeRecently ~~are~~Issued ~~closely~~Accounting ~~monitoring our pricing policy in an effort to reduce the risk of inflation and fluctuations of raw material prices.~~ Pronouncements

~~Gross~~We ~~profit~~do ~~and~~not ~~gross~~expect ~~margin. Our gross profit is equal to~~ the ~~difference~~adoption ~~between our revenue and our cost~~ of ~~goods~~recently ~~sold. Our~~issued ~~gross~~accounting ~~profit~~pronouncements ~~decreased by $2.1 million, or 20%,~~ to ~~$8.6~~have ~~million~~a ~~for~~significant ~~the~~impact ~~year ended~~on ~~December~~our ~~31,~~results ~~2011, from $10.7 million for the year ended December 31, 2010. The decrease was mainly due to the decrease~~ of ~~sales revenues in 2011 as accompanied by the increase of cost of goods sold. As a result~~operations, ~~our~~financial ~~gross~~position ~~profit as~~or acash ~~percentage of revenues (gross margin) decreased to 26~~flow.~~0% in 2011 as compared to 33.2% in 2010.~~

27Item 7A. Quantitative and Qualitative Disclosures About Market Risk

~~Selling~~A ~~and marketing expenses. Our selling and~~smaller ~~marketing~~reporting ~~expenses~~company ~~consist~~is ~~primarily~~not ofrequired ~~compensation and benefits~~ to ~~our~~provide ~~sales and~~the ~~marketing~~information ~~staff,~~required ~~sales commission, cost of advertising, promotion, business travel, after-sale support, transportation costs and other sales related costs. Our selling and marketing expenses increased~~ by ~~$0.7~~this ~~million, or 51~~Item.8%, to $2.1 million for the year ended December 31, 2011, from $1.4 million for the year ended December 31, 2010. Such increase was mainly attributable to the increased shipping costs of our overseas sales.

General and administrative expenses. Our 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. Our general and administrative expenses increased by $0.7 million, or 33.8%, to $2.5 million for the year ended December 31, 2011, from $1.8 million for the year ended December 31, 2010. Such increase was primarily attributable to increased labor costs and bad and doubtful debts allowance of $0.04 million and allowance for obsolete inventory of $0.2 million. 19

~~Government~~Table grant. Government grants are financial incentives offered by the local government to conduct business in certain areas. Our government income was approximately $0.22 million for the year ended December 31, 2011, as compared to approximately $0.19 million for the year ended December 31, 2010. Government grant for 2011 includes $211,047 as investment incentive for investing in Jinde County, Anhui Province and $8,497 as government subsidies. Government grant for 2010 consisted of $164,182 as investment incentive for investing in Jinde County, Anhui Province, $10,325 as government subsidies, and $16,225 as research allowance. No present or future obligation arises from the receipt of such government grants. Contents

~~Interest~~Item ~~expense~~8. ~~Interest~~Financial ~~expense increased by~~Statements $0.4 million, or 39.5%, to $1.3 million for the year ended December 31, 2011, from $0.9 million for the year ended December 31, 2010. Such increase was mainly due to the increase in our outstanding short term loans and ~~annual~~Supplementary ~~interest rates.~~ Data

~~Income~~Index ~~before income taxes. Our income before income taxes decreased by $3.8 million, or 55.9%,~~ to ~~$3.0~~Financial ~~million for the year ended December 31, 2011, from $6.8 million for the year ended December 31, 2010, as a result of the factors described above.~~ Statements

Provision for income taxes. Our income tax provisions decreased by $0.5 million, or 52.8%, to $0.5 million for the year ended December 31, 2011, from $1.0 million for the year ended December 31, 2010, mainly due to the decrease in taxable income in 2011.

F-1	Reports of Independent Registered Public Accounting Firms
F-3	Balance Sheets as of January 31, 2020 and 2019;
F-4	Statements of Operations for the years ended January 31, 2020 and 2019;
F-5	Statements of Changes in Stockholders’ Equity for the years ended January 31, 2020 and 2019;
F-6	Statements of Cash Flows for the years ended January 31, 2020 and 2018;
F-7	Notes to Financial Statements

Net income. We generated a net income of $2.5 million for the year ended December 31, 2011, a decrease of $3.2 million, or 56.7%, from $5.7 million for the year ended December 31, 2010, as a cumulative effect of all factors discussed above. 20

~~Liquidity~~Table ~~and~~of ~~Capital Resources~~ Contents

~~During~~Yu ~~the~~Certified ~~years~~Public ~~ended December 31, 2011 and 2010, we entered~~Accountant into factoring agreements with three banks to factor some of the accounts receivable of the Company. These receivables are factored to the bank “with recourse”, which means that we have pledged these receivable as collateral for the banks to advance funds to the Company under a line of credit arrangement. As of December 31, 2011, accounts receivable in an amount of $6,603,143 was factored to the Industrial and Commercial Bank to secure banking loan facilities. We continue to carry the receivables on our balance sheet as we did not satisfy the sale criteria of ASC 860-10-40-5. We have effective control over factored portion of accounts receivable. PC

~~As of December 31~~Professionalism, ~~2011~~Expertise, ~~we had cash and cash equivalents of $2.6 million and restricted cash of $0.02 million. The following table sets forth a summary of our cash flows for the periods indicated:~~ Integrity

~~Cash~~REPORT OF ~~Flows~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

		Year Ended December 31,
		2011			2010
Net cash (used in) provided by operating activities	$	(3,585,968	)	$	3,009,003
Net cash used in investing activities		(5,479,702	)		(1,079,323	)
Net cash provided by (used in) financing activities		8,794,632			(189,204	)
Effects of exchange rate change in cash		343,784			621,307
Net increase in cash and cash equivalents		72,746			2,361,783
Cash and cash equivalents at beginning of the year		2,526,710			164,927
Cash and cash equivalents at end of the year		2,559,456			2,526,710

To the Board of Directors and Shareholders of
Telidyne Inc.,

28Opinion on the Financial Statements

~~Net~~We have ~~cash~~audited ~~used~~the inaccompanying ~~operating~~balance ~~activities~~sheets ~~was~~of $3Telidyne Inc.6, ~~million~~(the ~~for~~“Company”) ~~the year~~as ~~ended~~of ~~December~~January 31, ~~2011,~~2020 asand ~~compared~~2019, toand the ~~$3.0~~related ~~million~~statements ~~net~~of ~~cash~~operations, ~~provided~~changes ~~by operating~~in ~~activities~~stockholders’ ~~for~~deficits ~~the~~and ~~year~~statements ~~ended~~of ~~December~~cash ~~31,~~flows ~~2010.~~for ~~The~~the ~~increase~~years ~~in net~~then ~~cash~~ended, ~~used~~and inthe ~~operating~~related ~~activities~~notes ~~was~~(collectively ~~primarily~~referred ~~attributable~~ to as the ~~cash~~financial ~~outflow associated~~statements). ~~with~~In ~~decreased~~our ~~accounts~~opinion, ~~payables~~the ~~and~~financial ~~decreased~~statements referred ~~net~~to ~~income~~above present fairly, in ~~2011. Due~~all tomaterial respects, the ~~tightening~~financial ~~lending~~position ~~policies~~of inTelidyne ~~China~~Inc., ~~some~~as of ~~our~~January ~~suppliers~~31, ~~required~~2020 and ~~shorter~~2019, ~~payment~~and ~~terms~~the results of their operations and astheir acash ~~result,~~flows ~~our~~for ~~accounts~~the ~~payables~~years ~~decreased~~then ~~by approximately~~ended ~~$1.7~~in ~~million~~conformity with accounting principles generally accepted in ~~2011.~~the United States of America.

~~Investing~~Emphasis of ~~Activities~~Matter - Going Concern

~~Net~~The accompanying ~~cash~~financial ~~used~~statements inhave ~~investing~~been ~~activities~~prepared ~~for~~assuming that the ~~year~~Company ~~ended December~~will ~~31,~~continue ~~2011~~as ~~was~~a $5going concern.5 ~~million,~~As asdiscussed in ~~compared~~Note 8 to ~~$1.1~~the ~~million~~financial ~~for~~statements, the ~~year ended~~Company ~~December~~has ~~31,~~suffered ~~2010.~~operating ~~During~~loss ~~2011,~~and wehas ~~invested~~experienced ~~approximately~~negative ~~$2.5~~cash ~~million~~flows from operations, ~~when~~which ~~making~~raises ansubstantial ~~installment~~doubt ~~payment~~about ~~for~~the ~~land~~Company's ~~use~~ability ~~right~~to ~~and~~continue ~~approximately~~as $3a going concern.0 Management's plans in regard to those ~~million~~matters ~~for~~are ~~construction~~also ofdescribed ~~our~~in ~~Zhejiang~~Note ~~facilities~~8 ~~and~~to ~~Anhui~~the ~~administration~~financial statements. The financial statements do not include any adjustments that ~~office,~~might ~~and~~result from the ~~upgrade~~outcome of ~~production~~this ~~facilities~~uncertainty.

~~Financing~~Emphasis of ~~Activities~~Matter – Fresh-start Accounting

~~Net~~As discussed ~~cash~~in ~~provided~~supplementary bynotes ~~financing~~to ~~activities~~the ~~for~~consolidated financial statements, Telidyne Inc. (the ~~year~~Successor) ~~ended~~completed the acquisition ~~December~~of 31TEC technology, ~~2011~~Inc. ~~was~~(the ~~$8.8~~Predecessor) ~~million,~~in asaccordance ~~compared~~with toSection $0251(g) of the Delaware general Corporation Law.2 ~~million~~Accordingly, the ~~net~~accompanying ~~cash~~financial ~~used~~statements have been prepared in ~~financing~~ ~~activities~~accordance ~~for~~with ~~the~~Accounting ~~year~~Standards ~~ended~~Codification ~~December~~(ASC) ~~31,~~Topic ~~2010~~852, Reorganizations. The ~~increase~~Successor inapplied ~~net cash~~fresh-start ~~provided~~reporting byand ~~financing~~recognized ~~activities~~the ~~was~~acquired ~~mainly~~net ~~attributable~~assets toat ~~increased~~fair ~~net~~value, resulting in ~~short~~a ~~term~~lack ~~borrowings~~of incomparability ~~2011.~~with the prior period financial statements of the Predecessor.

~~Loan~~Basis for ~~Commitments~~ Opinion

AsThese financial statements are the responsibility of ~~December~~the ~~31,~~Company’s ~~2011,~~management. weOur ~~did~~responsibility ~~not~~is ~~have~~to ~~any~~express ~~long-term~~an ~~loans~~opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting ~~Our~~Oversight ~~short-term~~Board ~~bank~~(United ~~loans,~~States) ~~totaling~~("PCAOB") ~~$20~~and are required to be independent with respect to the Company in accordance with the U.33S. ~~million,~~federal ~~were~~securities aslaws ~~follows:~~and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Amount

Interest

Bank

(in millions)*

Rate

Maturity Date

Duration

Industrial and Commercial Bank, Longshou Branch

0.31

6.06%

March 22, 2012

12 months

Industrial and Commercial Bank, Longshou Branch

1.10

6.71%

March 15, 2012

6 months

Industrial and Commercial Bank, Longshou Branch

0.31

6.67%

March 21, 2012

12 months

Industrial and Commercial Bank, Longshou Branch

0.94

6.67%

March 23, 2012

12 months

Huishang Bank, Xuancheng Branch

2.04

7.88%

February 25, 2012

12 months

Huishang Bank, Xuancheng Branch

4.71

6.84%

April 11, 2012

12 months

Huishang Bank, Xuancheng Branch

1.10

7.11%

August 5, 2012

12 months

China Merchants Bank, Hefei Branch

2.36

7.32%

February 10, 2012

5 months

China Construction Bank, Jingde Branch

2.00

5.85%

May 21, 2012

6 months

China Construction Bank, Jingde Branch

0.75

6.10%

July 31, 2012

6 months

The Export Import Bank of China, Anhui Province

4.71

4.76%

December 16, 2012

12 months

TOTAL

20.33

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

*Our audits ~~Calculated~~included ~~based~~performing onprocedures to assess the ~~exchange~~risks ~~rate~~of material misstatement of $1the =financial ~~RMB~~statements, 6whether due to error or fraud, and performing procedures that respond to those risks.36 Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~We maintain a RMB 50,000,000 (approximately $7.85 million) revolving line of credit with Huishang Bank, Sub-branch of Xuancheng Branch. This line of credit is secured by TEC Tower’~~/s/ ~~land use rights in Zhejiang, our~~Yu ~~restricted~~Certified ~~cash~~Public ~~and~~Accountant ~~third party’s guarantee. We have utilized RMB 50,000,000 (approximately $7.85 million) of the line of credit as of the date of this report.~~ PC

We maintain a RMB 15,000,000 (approximately $2.36 million) revolving line of credit with China Merchant Bank, Hefei Branch. This line of credit is secured by our restricted cash and third party’s guarantee. We have ~~utilized~~served ~~RMB 15,000,000 (approximately $2.36 million) of the line of credit~~ as of the ~~date~~Company's ofauditor ~~this~~since ~~report~~2018.

29New York, New York

WeMay ~~maintain a RMB 30~~8,000,000 (approximately $4.71 million) line of credit with Bank of Import and Export of China, Anhui Province. This line of credit is secured by third party’ guarantee. We have utilized RMB 30,000,000 (approximately ~~$4.71 million) of the line of credit as of the date of this report.~~ 2020

WeCertified ~~also~~Public maintain a RMB 17,440,000,000 (approximately $2.75 million) revolving line of credit with China Construction Bank, Jindge Branch . This line of credit is secured by our restricted cash and accounts receivable. We have utilized RMB 17,440,000 (approximately $2.75 million) of the line of credit as of the date of this report. Accountants

~~The~~99 ~~above~~Madison ~~loan agreements contained regular provisions requiring timely repayment of principals and accrued interests~~Avenue, ~~payment of default interest in the event of default without specific financial covenants. We believe we are in material~~Suite ~~compliance~~601, ~~with~~New ~~the~~York ~~terms~~NY ~~of these loan agreements.~~ 10016

~~Capital~~Tel: ~~Expenditures~~ 646-430-5761

~~Our~~Email: ~~capital expenditures for the years ended December 31, 2011 and 2010 were $5~~Info@yucpa.~~5 million and $1.1 million, respectively, representing the total amount of investment activities.~~ net

~~To date, we have financed our operations primarily through cash flows from operations, augmented by short~~F-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 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. 1

~~Inflation~~ Table of Contents

~~Inflation and changing prices have not had a material effect on our business~~TELIDYNE, ~~and we do not expect that inflation or changing prices will materially affect our business in the foreseeable future~~INC. ~~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 ~~Balance Sheet Arrangements~~ SHEETS

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.

	January 31,			January 31,
	2020			2019
ASSETS
Current Assets:
Cash	$	3,431		$	6,069
Prepaid Expenses	$	2,450		$	—
Subscription Receivable	$	60,000		$	—

Total current assets		65,881			6,069
Property and equipment:
Furniture & Fixtures		292			487

Other Assets
Long term Prepayment		—			3,600

Total assets	$	66,173		$	10,156

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	18,209			—
Accrued Expenses		10,000			20,000
Total current liabilities		28,209			20,000
Long term Liabilities
Due to related party		111,747			104,497
Total liabilities		139,956			124,497

Stockholders' Deficits
Common stock: par value; $0.0001 per share, 60,000,000 shares authorized, 5,600,264 shares outstanding 01/31/2020, 4,500,264 shares outstanding at 01/31/2019		560			450
Preferred stock, par value $0.0001 per share, 10,000,000 shares authorized, 1,000,000 series A shares outstanding at 01/31/2019		100			100
Additional Paid-in capital		86,746			12,356
Retained Deficits	$	(161,189	)		(127,247)
Total stockholders' deficits		(73,783	)		(114,341

Total liabilities and stockholders' deficits	$	66,173		$	10,156

~~Seasonality~~ The accompanying notes are an integral part of these financial statements

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 being the slowest quarter because fewer projects are undertaken during and around the Chinese spring festival. F-2

~~Critical~~Table ~~Accounting~~of ~~Policies~~ Contents

~~The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires our management to make assumptions~~TELIDYNE, ~~estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any~~INC. 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 operation. Critical accounting policies are those that are most important to the portrayal of our financial conditions and results of operations and require management’s difficult, subjective, or complex judgment, often as a result of 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 used in the preparation of our financial statements:

30STATEMENT OF OPERATIONS

BASIS OF CONSOLIDATION AND PRESENTATION

	For the years Ended January 31,
	2020			2019

Sales	$	15,752		$	—
Sales from related party		1,000			—
Total Sales		16,752			—

Cost of Sales related party		4,717			—
Cost of Sales		3,300			—


Gross Margin		8,735			—

Selling, general and administrative expenses		42,677			116,141


Operating loss		(33,942	)		(116,141)

Income before provision for Income Taxes		(33,942	)		(116,141)
Provision for income taxes		—			—

Net Loss		(33,942	)	$	(116,141)

Loss per weighted average share:	$	(0.007	)	$	(0.034)
Weighted Average number of shares		5,048,264			3,382,764

The accompanying ~~consolidated~~notes ~~financial statements~~ are ~~prepared~~an inintegral ~~accordance~~part ~~with generally accepted accounting principles in the United States~~ of ~~America~~these ~~(“US~~financial ~~GAAP”). All material inter-company transactions and balances have been eliminated in consolidation.~~ statements

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 acquisition was accounted for as a reverse merger with TECT being the legal acquirer. The accounting treatment for this transaction is essentially recapitalization of ATEC with TECT’s common stock. F-3

OnTable May 4, 2010, the Company completed a reverse acquisition transaction pursuant to a share exchange agreement among the Company, TECT and TECT’s sole stockholder, Mr. Hua Peng Phillip Wong, whereby the Company acquired 100% of the issued and outstanding capital stock of TECT in exchange for 19,194,421 shares of the Company’s common stock, 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 acquisition of TECT, the 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 US as the acquired party. Contents

~~Upon completion of the share exchange~~TELIDYNE, TECT became a wholly owned subsidiary of TEC US. On the same date, Mr. Chun Lu, Chairman of the Board and Chief Executive Officer of TEC US, entered into an option agreement with TECT and Mr. Hua Peng Phillip ~~Wong, the Company’s controlling stockholder, pursuant to which Mr~~INC. Lu was granted an option to acquire 17,797,372 shares the Company’s common stock 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 365 th day following of the date of the option agreement and ending on the second anniversary of the date thereof.

~~Prior~~STATEMENTS toOF ~~the~~MOVEMENT ~~acquisition~~OF of ATEC by TECT, neither TECT nor TEC US had active business operations. For reporting purposes, the Company has assumed that Mr. Lu has exercised his option immediately and thus TEC US, TECT and ATEC were effectively underSHAREHOLDERS’ ~~common control of Mr. Lu when the Company acquired ATEC. The acquisition transactions between (i) TEC US and TECT and (ii) TECT and ATEC are therefore accounted for as reverse mergers.~~ DEFICIT

For accounting purposes, the combination of the company and TECT was accounted for as a reverse merger with ATEC as the accounting acquirer and TEC US and TECT as the accounting acquiree and the acquisition of ZTEC and STT was accounted for under the acquisition method with TECT 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 share exchange transaction. STT was dissolved on November 30, 2011.

	Preferred Stock Series C & A			Preferred Stock Par Value			Common Stock
		Number of Shares			Stock			Number of Shares	Par Value $0.0001	Additional Paid-In Capital		Retained Deficits		Total Stockholders' Deficit

Balance at February 01, 2018		1,000,000			100			300,181,552	3,018	(1,712	)	(11,106	)	(9,700)
Common Reverse Split, March 22, 2018		—			—			30,264	3	3,115		—
Sale of stock		1,000,000			100			4,470,000	447	10,953		—		11,500
Retire Pref. C stock		(1,000,000	)		(100	)		—	—	—		—		—
Net income for the year		—			—			—	—	—		(116,141	)	(116,141)

Balance at January 31, 2019		1,000,000			100			4,500,264	450	12,356		(127,247	)	(114,341)

Sale of stock, 2/22/2019		—			—			500,000	50	14,450		—		14,500

Sale of Stock, 01/07/2020		—			—			600,000	60	59,940		—		60,000

Net Income		—			—			—	—	—		(33,942	)	(33,942)

Balance at January 31, 2020		1,000,000			100			5,600,264	560	86,746		(161,189	)	(73,783)

The ~~TEC~~accompanying ~~US,~~notes ~~TECT, ATEC, and ZTEC~~ are ~~hereafter~~an ~~collectively~~integral ~~referred~~part toof asthese ~~the~~financial ~~Company.~~ statements

~~USE OF ESTIMATES~~ F-4

~~The~~Table ~~preparation~~ of consolidated financial statements requires us 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. Contents

31TELIDYNE, INC.

STATEMENTS OF ~~ECONOMIC~~CASH ~~AND POLITICAL RISK~~ FLOWS

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's 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.

	For the years Ended January 31,
	2020			2019

Cash flows from operating activities
Net Loss		(33,942	)		(116,141)
Adjustments to reconcile net income to net
cash used in operating activities:
Prepaid expenses and other assets		1,500			(3,300)
Depreciation		195			—
Subscription receivable		(60,000	)		—
Accounts payable		18,209			—
Accrued expenses		(10,000	)		10,000
Net cash used in operating activities		(84,388	)		(109,441)

Cash flows from investing activities
Fixed assets		—			(487)
Net cash used in investing activities		—			(487)

Cash flows from financing activities
Loans from shareholders		7,250			104,497
Proceeds from sale of common stock		74,500			11,500
Net cash provided by financing activities		81,750			115,997

Net increase (decrease) in cash		(2,638	)		6,069

Cash beginning of period		6,069			—
Cash end of period		3,431		$	6,069

Cash paid during the fiscal year for;

Income taxes	$	0.00		$	0.00
Interest	$	0.00		$	0.00

The ~~REVENUE~~accompanying ~~RECOGNITION~~notes are an integral part of these financial statements

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. F-5

~~Technical~~Table ~~consulting~~of ~~service income is recognized when the relevant service is rendered.~~ Contents

TELIDYNE, ~~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~~INC. The Company recognize government grants when (i) the company have meet all criteria pursuant to the terms of the policies and terms of the grant that are established by the local government; (ii) the company receive notification from the local government that we have satisfied all of the requirements to receive the government grants; (iii) and received by the Company.

~~The~~NOTES ~~Company~~TO 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 aFINANCIAL 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. STATEMENTS

~~CASH~~1.0 ~~AND~~BUSINESS ~~CASH EQUIVALENTS~~ ORGANIZATION

~~Cash~~Impact and cash equivalents comprise cash in bank and on hand, demand deposits with banks and other financial institutions, and short-term, highly liquid investments which are readily convertible into known amounts of ~~cash and which are subject to an~~COVID-19 ~~insignificant risk of changes in value, and have a short maturity of generally within three months when acquired.~~ Pandemic

Telidyne Inc. (formerly known as TEC ~~FOREIGN~~technology, ~~CURRENCY~~Inc.) ~~TRANSLATION~~was ~~AND~~incorporated ~~OTHER~~on ~~COMPREHENSIVE~~December ~~INCOME~~5, 2011 in the State of Nevada. (the “Company”).

~~The~~On ~~reporting~~July ~~currency~~25, of2012, the Company isdivested all ~~United~~three ~~States~~of ~~Dollars~~its ~~($).~~wholly ~~The~~owned ~~functional~~subsidiaries ~~currency~~which conducted 100% of the Company’s isoperations, ~~United~~i.e.: ~~States~~(i) ~~Dollars~~TEC Technology Limited, Hong Kong, ($ii) ~~and~~Anhui ~~the~~TEC ~~functional~~Tower ~~currency~~Co., ofLimited, ~~its~~PRC, ~~subsidiaries~~and ~~ATEC~~(iii) Zhejiang TEC Tower Co., ~~ZTEC~~Limited, ~~and~~PRC. ~~TECT~~Thus, issubsequent to that date, the ~~Chinese~~Company ~~Renminbi~~had ~~(RMB).~~no subsidiaries and no operations going forward.

~~For~~On ~~those~~March ~~entities~~22, ~~whose~~2018 ~~functional~~Company ~~currency~~changed its isname ~~other~~to ~~than~~Telidyne ~~the U~~Inc.S. ~~dollars, all assets~~ and ~~liabilities~~carried ~~are~~out ~~translated~~a ofreverse atsplit ~~historical exchange rates and items in the statements~~ of ~~income~~its ~~and~~common ofstock, ~~cash~~par ~~flows~~value ~~are~~$0.001, ~~translated~~ at ~~the~~a ~~average~~ratio ~~rate~~of one-for-one ~~the period~~thousand. This ~~Because~~reverse ~~cash~~stock ~~flows~~split ~~are~~became ~~translated~~effective ~~based~~ on ~~the~~March ~~average translation rate~~22, ~~amounts~~2018 ~~related to assets~~ and, ~~liabilities~~unless ~~reported~~otherwise inindicated, ~~the~~all ~~statement~~share ofamounts, ~~cash~~per ~~flows~~share ~~will~~data, share ~~not~~prices, ~~necessarily~~and ~~agree~~conversion ~~with~~rates ~~changes~~set inforth ~~the corresponding balances~~ in ~~the balance sheet. Translation adjustments resulting from~~ this ~~process~~Report ~~are~~and ~~included in accumulated other comprehensive income in~~ the ~~statement~~accompanying offinancial ~~shareholders’~~statements ~~equity.~~have, ~~Transaction~~where ~~gains~~applicable, ~~and losses that arise from exchange rate fluctuations on transactions~~been ~~denominated~~adjusted inretroactively ato ~~currency~~reflect ~~other~~this ~~than~~reverse ~~the~~stock ~~functional~~split ~~currency are included in the results~~ of ~~operations~~1000: ~~as incurred~~1.

~~Foreign~~On ~~currency~~March ~~translation~~24, ~~gain~~2018 ~~included~~the inCompany ~~accumulated~~started developing ~~other~~software ~~comprehensive income amounted~~ to ~~$1,179,599~~provide astechnologies ofand ~~December~~platforms ~~31,~~to ~~2011~~a ~~and~~wide ~~$683,041~~variety as of ~~December~~companies ~~31,~~to ~~2010. The~~disrupt ~~balance~~the ~~sheet~~ecommerce ~~amounts~~ with ~~the~~Blockchain technology. ~~exception~~The ofCompany ~~equity~~has atdeveloped ~~December~~a ~~31, 2011~~mobileApp ~~and~~named ~~December~~‘TELI” ~~31,~~that ~~2010~~facilitates ~~were~~peer ~~translated at RMB6.36~~ to ~~$1.00~~peer payments and ~~RMB6~~third-party payments.61 ~~to $1.00, respectively.~~ The ~~average~~Company ~~translation~~continues ~~rates applied~~ to ~~the~~further ~~statements~~optimize ofits ~~income~~Mobile App and ofalso ~~cash~~provide ~~flows~~custom ~~for~~software ~~the~~developing ~~years ended December 31, 2011~~ and ~~December 31,~~modification ~~2010~~services ~~were RMB6.47~~ to ~~$1.00~~various ~~and RMB6~~customers.~~78 to $1.00, respectively.~~

The Company located its office at 110 Bi-County 32Blvd., Ste 124, Farmingdale, NY 11735

~~BUSINESS~~On ~~COMBINATION~~January 18, 2019, the Company re-domiciled from Nevada to Delaware through a Holding Company Reorganization in accordance with section 251(g) of the Delaware general Corporation Law (“DGCL”). In accordance with Section 251(g) of the DGCL, the issuer, Telidyne Inc., the Nevada Company, as previously constituted (the “Predecessor”) became a direct wholly owned subsidiary of a newly formed Delaware corporation, Telidyne Inc. (the “Holding Company”), which became the successor issuer. In other words, the Holding Company is now the public entity.

~~The~~In ~~Company~~accordance ~~adopted~~with ~~the~~section ~~accounting~~251(g) of ~~pronouncements~~the ~~relating~~DGCL, ~~to business~~Telidyne ~~combinations~~Merger Corporation (~~primarily~~“Merger ~~contained~~Co”), inanother ~~ASC~~newly ~~Topic~~formed ~~805~~Delaware ~~“Business Combinations”)~~corporation and, ~~including~~prior ~~assets~~to ~~acquired~~the Holding ~~and~~Company ~~liabilities~~Reorganization, ~~assumed~~was ~~arising~~a ~~from contingencies.~~wholly ~~These~~owned ~~pronouncements~~subsidiary ~~established~~of ~~principles~~the Holding Company, merged with and ~~requirements~~into ~~for~~the Predecessor, with ~~how~~Merger Co surviving the ~~acquirer~~Merger ofas a ~~business~~direct ~~recognizes~~wholly owned subsidiary of the Holding Company and ~~measures~~Predecessor inlosing its ~~financial~~existence, ~~statements~~(the “Merger”); however as of the ~~identifiable~~effective ~~assets~~time ~~acquired~~of the Merger, the ~~liabilities~~designation, ~~assumed~~rights, powers and ~~any~~preferences of ~~non-controlling~~the ~~interest~~Predecessor incompany’s common stock immediately before the ~~acquire~~Merger asbecame ~~well~~the same as ~~provides~~those ~~guidance~~of ~~for recognizing~~the ~~and~~common ~~measuring~~stock of the Holding ~~goodwill~~Company. ~~acquired~~Thus in ~~the~~accordance ~~business~~with ~~combination~~section ~~and determines~~251(g) ~~what~~of ~~information~~the toCGCL ~~disclose~~Holding toCompany ~~enable~~Reorganization ~~users~~all of the ~~financial~~outstanding shares ~~statements~~of tocommon ~~evaluate~~stock of the ~~nature~~Predecessor ~~and~~were ~~financial~~automatically ~~effects~~converted ofinto ~~the~~identical ~~business combination.~~shares Inof ~~addition,~~the ~~these~~common ~~pronouncements~~stock ~~eliminate~~of the ~~distinction~~Holding ~~between~~Company ~~contractual~~on ~~and~~a ~~non~~one-~~contractual~~for-one ~~contingencies~~basis, ~~including~~and the ~~initial~~Predecessor’s ~~recognition~~ existing stockholders and ~~measurement~~other ~~criteria~~equity holders became stockholders and ~~require~~equity holders, anas ~~acquirer~~applicable toof ~~develop~~the aHolding ~~systematic~~Company in the same amounts and ~~rational~~ ~~basis~~percentages ~~for~~as ~~subsequently~~they ~~measuring~~were ~~and~~in ~~accounting~~the ~~for~~Predecessor ~~acquired contingencies~~prior ~~depending~~to onthe Holding ~~their~~Company ~~nature~~Reorganization. ~~Our~~The ~~adoption~~executive officers and the board of ~~these~~directors ~~pronouncements will~~of ~~have~~the anHolding ~~impact~~Company onare the ~~manner~~same as those of the Predecessor in ~~which~~effect weimmediately ~~account~~prior ~~for~~to ~~any~~the ~~future acquisitions.~~Holding Company Reorganization.

~~NON~~The COVID-~~CONTROLLING~~19 ~~INTEREST~~outbreak INhas ~~CONSOLIDATED~~had ~~FINANCIAL~~a significant ~~STATEMENTS~~adverse impact and created many uncertainties related to our business, and we expect that it will continue to do so. The Company is experiencing challenges in increasing the number of users for its Mobile App due to limited marketing resulting from lack of sufficient funds. Additionally, the COVID-19 outbreak has adversely affected the consumers who are preoccupied with health safety issues and not taking keen interest in following the new mobile Apps in the marketplace. Thus, this pandemic has substantially decreased our revenue opportunities and increased financial uncertainty. Given the unprecedented nature of the COVID-19 outbreak and the fast pace at which new developments relating to the outbreak are occurring, it is difficult to assess or predict the short-term or long-term effects of the outbreak on our financial performance.

~~The~~Our ~~Company~~future ~~adopted~~business outlook and expectations are very uncertain due to the ~~accounting~~impact ~~pronouncement~~of ~~on non~~the COVID-~~controlling~~19 ~~interests~~outbreak inand ~~consolidated~~are ~~financial~~very ~~statements~~difficult to quantify. It is difficult to assess or predict the impact of this unprecedented event on our business, ~~which~~financial results or financial condition. Factors ~~establishes~~that ~~accounting~~will ~~and~~impact ~~reporting~~the ~~standards~~extent ~~for~~to which the ~~non~~COVID-~~controlling~~19 ~~interest in~~outbreak aaffects ~~subsidiary~~our business, financial results and ~~for~~financial condition include: the ~~deconsolidation~~duration, spread and severity of athe ~~subsidiary.~~outbreak; ~~This~~the ~~guidance~~actions ~~is primarily~~taken ~~contained~~to incontain ~~ASC~~the ~~Topic~~virus ~~“Consolidation”.~~or ~~The~~treat ~~adoption~~its impact, including government actions to mitigate the economic impact of ~~this~~the ~~standard~~outbreak; and how quickly and to what extent normal economic and operating conditions can resume, including whether any future outbreaks interrupt economic recovery. The Company has not ~~had~~received ~~material~~any ~~impact~~relief onor ~~our~~stimulus package ~~consolidated~~from ~~financial~~the ~~statements~~Government.

~~PROPERTY AND EQUIPMENT~~ F-6

~~Property~~Table ~~and~~of ~~equipment are stated at cost less accumulated depreciation and any accumulated impairment losses. .~~ Contents

~~Depreciation~~2.0 isBASIS ~~calculated~~OF onPRESENTATION aAND ~~straight-line~~SUMMARY ~~basis over the~~OF ~~estimated~~SIGNIFICANT ~~useful~~ACCOUNTING ~~lives of the assets.~~ POLICIES

Assets Classifications	Estimated useful life
Buildings	50 years
Plant and machinery	5 years
Furniture, fixtures and office equipment	5 years
Motor vehicles	5 years

Basis of presentation

AnThe ~~item~~financial ofStatements ~~property~~ and ~~equipment is removed from the accounts~~notes ~~upon disposal or when no future economic benefits~~ are ~~expected~~representations ~~to arise from the continued use~~ of the ~~asset.~~Company’s ~~Any~~management, ~~gain~~who orare ~~loss~~responsible ~~arising~~for ontheir ~~the~~integrity ~~sale~~and orobjectivity. ~~disposal~~The ofaccounting ~~the~~policies ~~asset~~confirm ~~(calculated~~to as the ~~difference~~general ~~between~~accepted ~~the~~accounting ~~net~~principles ~~disposal proceeds and the carrying amount of the item) is included~~ in the ~~consolidated~~United ~~statement~~States of ~~income~~ inAmerica ~~the period the item is sold or otherwise disposed. Maintenance~~ and ~~repairs~~ ofhave ~~property~~been ~~and~~consistently ~~equipment are charged to operations when incurred.~~applied 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~~preparation ~~value of certain assets might not be recoverable~~thereof. InThe ~~these instances, the~~ Company ~~recognizes~~has ~~an impairment~~adopted ~~loss~~January ~~when~~31 itas isits ~~probable~~fiscal ~~that~~year ~~the estimated cash flows are less than the carrying value of the asset~~end. ~~To date, no such impairment losses have been recorded.~~

~~LAND~~Use ~~USE~~of ~~RIGHTS~~ Estimates

~~Land~~The ~~use~~preparation ~~rights~~of ~~represent~~financial ~~acquisition~~statements in ofconformity ~~land~~with ~~use~~generally ~~rights~~accepted ofaccounting principles in the United States requires management to make estimates and assumptions ~~industrial~~that ~~land~~affect ~~from~~the ~~local~~reported ~~government~~amounts of assets and ~~are~~liabilities ~~amortized~~and ondisclosure of contingent assets and liabilities at the ~~straight~~date ~~line~~of the ~~over~~financial ~~their~~statements. ~~respective~~Estimates ~~lease~~also ~~periods.~~affect ~~The~~that ~~lease~~reported ~~period~~amounts of ~~agriculture~~revenues ~~land~~and isexpenses ~~50 year~~during the reporting period. Actual events and results could differ from those assumptions and estimates.

~~CONSTRUCTION~~Cash IN& ~~PROGRESS~~Cash Equivalents

~~Construction~~Cash ~~in progress represents direct costs of construction as well as acquisition~~ and ~~design~~cash ~~fees~~equivalents ~~incurred. Capitalization of~~include ~~these~~short-term ~~costs~~liquid ~~ceases~~investments ~~and~~that ~~the~~are ~~construction~~readily inconvertible ~~progress is transferred~~ to ~~property, plant~~cash and ~~equipment~~have ~~when substantially~~original ~~all~~maturities ~~the~~of ~~activities~~nine ~~necessary~~months toor ~~prepare the assets for their intended use are completed~~less. ~~No depreciation is provided until construction is completed and the asset is ready for its intended use.~~

33Fixed Assets

Furniture, Fixtures, Property and Equipment are stated at cost and ~~IMPAIRMENT~~are OFdepreciated ~~LONG~~using the straight-~~LIVED~~line ~~ASSETS~~method ~~AND~~over ~~INTANGBLE~~five ~~ASSETS~~years. Leasehold improvements are amortized over the shorter of the useful life or the remaining lease term. Upon retirement or other disposition of these assets, the cost and related accumulated depreciation are removed from the accounts and the resulting gains or losses are reflected in operations. Expenditures for maintenance and repairs are charged to operations as incurred. Renewals and betterments are capitalized. Depreciation expense for twelve months ended January 31, 2020 was $195 and $0.0 for twelve months ended January 31, 2019.

InCapitalized ~~accordance~~Cost with ASC Topic 360,”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~~external ~~long-lived~~use 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 December 31, 2010 and December 31, 2009, the Company determined no impairment charges were necessary. Software

The Company capitalizes certain ~~CAPITALIZED~~costs ~~INTERNAL~~incurred to purchase or create external-~~USE~~use ~~SOFTWARE~~software in accordance with FASB Accounting Standards Codification (ASC) Topic 985. To date, such costs have included external direct costs of materials and services incurred in the development of software for selling. We expense software development costs, including costs to develop software products or the software component of products to be sold, leased, or marketed to external users, before technological feasibility is reached. Technological feasibility is typically reached once a viable prototype is achieved that meets the criteria for capitalization. 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 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.

~~The~~Revenue 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. Recognition

~~INVENTORY~~Adoption of ASC 606

~~Inventory~~The ~~consists~~Company ~~primarily~~adopted ofASC ~~raw~~606 ~~materials,~~“Revenue from ~~work~~Contracts inwith ~~progress~~Customers”, ~~and~~using ~~finished~~the ~~goods.~~modified ~~Raw~~retrospective ~~materials~~approach ~~are~~for ~~stated~~all atof ~~cost~~its contracts. ~~Cost~~In ~~comprises~~accordance ~~direct~~with ~~materials and~~ASC 606, ~~where~~revenues ~~applicable~~are ~~direct~~recognized ~~labor~~when ~~costs~~control ~~and~~of ~~applicable~~the ~~overhead~~promised ~~costs~~goods ~~that~~or ~~have~~services ~~been~~is ~~incurred~~transferred to the Company’s customers, in ~~bringing~~an amount that reflects the ~~inventory~~consideration the Company expects to ~~its~~be ~~present~~entitled ~~location~~to ~~and~~in ~~condition.~~exchange ~~Finished~~for those goods ~~are~~or ~~stated~~services. atIn determining when and how much revenue is recognized from contracts with customers, the ~~lower~~Company ofperforms ~~cost~~the following five-step analysis: (~~determined~~1) identify onthe ~~first~~contract(s) with a customer; (2) identify the performance obligations in ~~first~~the ~~out~~contract; ~~method~~(3) ~~and~~determine ~~net~~the ~~realizable~~transaction price; ~~value~~(4) allocate the transaction price to the performance obligations in the contract; (5) recognize revenue when (or as) the entity satisfies a performance obligation.

~~Net~~The ~~realizable~~Company’s ~~value~~contract iswith customers ~~the~~do ~~estimated~~not ~~selling~~include ~~price~~significant infinancing ~~the~~component ~~ordinary course of business, less estimated costs of completion~~ and ~~the~~any ~~estimated~~variable ~~costs necessary to make the sale~~consideration.

The Company ~~provides~~does ~~for~~not ~~inventory~~believe ~~losses~~that ~~based~~significant management onjudgements ~~obsolescence~~are involved in revenue recognition, but the amount and ~~levels~~timing inof ~~excess~~the Company’s revenues could be different for any period if management made different judgments or utilized different estimates. Generally, the Company recognizes revenue under ASC Topic 606 for its performance obligation. The sales of ~~forecasted~~software ~~demand~~services Inare ~~these~~derived ~~cases~~principally from developing custom software for customers, ~~inventory~~the isCompany ~~reduced~~recognizes revenue upon the delivery of products to ~~estimated~~the ~~realizable~~customers, ~~value~~which ~~based~~is onwhen ~~historical~~the ~~usage~~goods delivered to the users’ designated address and ~~expected~~it ~~demand.~~is ~~Inherent~~probable inthat the Company’s ~~estimates~~will ofcollect ~~market~~the ~~value~~payments. inThe ~~determining~~Company ~~inventory~~plays the ~~valuation~~role ~~are~~of ~~estimates~~principal, ~~related~~according to ~~economic~~ASC ~~trends,~~Topic ~~future~~606 ~~demand~~since Company is primarily responsible for fulfilling the ~~Company’s~~obligation ~~products,~~to provide the specified good and ~~technical~~services ~~obsolescence~~and ofalso ~~products.~~controls the good s and services before they are transferred to the customer.

~~ACCOUNTS RECEIVABLE~~ F-7

~~The~~Table ~~Company maintains reserves for potential credit losses on accounts receivable. Management reviews he composition~~ of accounts receivable and analyzes historical bad debts, customers concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns and changes in customer payment patterns to evaluate the adequacy of these reserves. Reserves are primarily on a specific identification basis. Contents

~~The~~Cost ~~standard credit period~~ of the Company’s most of clients is three months. Management evaluates the collectability of the receivables at least quarterly. The estimated average collection period was 90 days as of December 31, 2011 and December 31, 2010. Bad debts written off for the years ended December 31, 2011 and December 31, 2010 are $67,545 and $0, respectively and included in administrative expenses. The Company has recorded allowances for doubtful debts in the amount of $40,000 and $70,000, respectively for the years ended December 31, 2011 and December 31, 2010 and included in administrative expenses. sales

The Company recognizes ~~INCOME~~cost ~~TAXES~~ of sales as the accumulated total costs used to create a product or service, which has been sold. These costs included direct labor and salaries, direct materials and direct overhead involved in generating the sale. Presently, the Company issues contract to a related entity who carried out all the work for the required services under an order received from a customer by the Company.

~~The~~Basic ~~Company accounts for income taxes under the provisions of ASC740 “Accounting for Income Taxes”. Under ASC 740, deferred tax assets~~ and ~~liabilities~~Diluted ~~are~~Earnings ~~determined~~per 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. Share

Basic earnings per share 34is calculated using the weighted-average number of common shares outstanding during the period without consideration of the dilutive effect of stock warrants and convertible notes. Diluted earnings per share is calculated using the weighted-average number of common shares outstanding during the period after consideration of the dilutive effect of any potentially dilutive debt or equity. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to lack of dilutive items in the Company.

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 December 31, 2011 and December 31, 2010. Dividends

~~Deferred~~The ~~income~~Company ~~taxes~~has ~~are~~not 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 itemsadopted ~~credited~~any orpolicy ~~charged~~regarding ~~directly~~payment toof ~~equity, in which case the deferred tax is also dealt with in equity~~dividends. ~~Deferred~~No ~~tax~~dividends ~~assets~~have ~~and~~been ~~liabilities~~paid ~~are~~during ~~offset when they relate to income taxes levied by~~ the ~~same taxation authority and the Company intends to settle its~~ current ~~tax~~reporting ~~assets and liabilities on a net basis~~periods.

~~The~~Fair ~~provision~~Value for income tax is based on the results for the year as adjusted for items, which are non-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~~Financial 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. Instruments

~~Deferred~~ASC ~~income~~Topic ~~taxes~~820, ~~are~~“Fair ~~calculated~~Value Measurements atand ~~the~~Disclosures,” ~~tax~~requires ~~rates~~disclosure ~~that~~of ~~are~~the ~~expected~~fair tovalue ~~apply~~of tofinancial ~~the~~instruments ~~period~~held ~~when~~by the ~~asset~~Company. isASC ~~realized~~Topic 825, or“Financial ~~the~~Instruments,” ~~liability~~defines isfair ~~settled.~~value, ~~Deferred~~and ~~tax~~establishes isa ~~charged~~three-level orvaluation ~~credited~~hierarchy infor ~~the~~disclosures of ~~income~~fair ~~statement,~~value ~~except~~measurement ~~when~~that itenhances ~~related~~disclosure torequirements ~~items credited~~for orfair ~~charged~~value ~~directly~~measures. toThe ~~equity,~~carrying inamounts ~~which~~reported ~~case~~in the ~~deferred~~consolidated balance ~~tax~~sheets isfor ~~also~~receivables ~~dealt~~and ~~with~~current inliabilities ~~equity.~~each ~~Deferred~~qualify ~~tax~~as ~~assets~~financial instruments and ~~liabilities~~ are ~~offset~~a ~~when~~reasonable ~~they~~estimate ~~relate~~of totheir fair ~~income~~values ~~taxes~~because ~~levied~~of by the ~~same~~short ~~taxation~~period ~~authority~~of ~~and~~time between the ~~Company~~origination ~~intends~~of ~~to settle~~such ~~its~~instruments ~~current~~and ~~tax~~their ~~assets~~expected realization and their ~~liabilities~~current onmarket arate ~~net~~of ~~basis~~interest.

~~ASC~~The ~~740~~three ~~also~~levels ~~prescribes a more-likely-than-not threshold for financial statements recognition and measurement~~ of avaluation ~~tax~~hierarchy ~~position~~are ~~taken,~~defined oras expected to be taken, in a tax return. 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. follows:

~~RELATED~~● ~~PARTIES~~Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

~~Parties~~● ~~are~~Level ~~considered~~2 toinputs ~~be related~~ to the ~~company~~valuation ifmethodology ~~the~~include ~~company~~quoted ~~has~~prices ~~the~~for ~~ability,~~similar ~~directly~~assets orand ~~indirectly,~~liabilities toin ~~control~~active ~~the party~~markets, ~~or exercise significant influence over the party in making financial~~ and ~~operating~~inputs ~~decisions,~~that orare ~~where~~observable ~~the~~for ~~company and~~ the ~~party~~asset ~~are~~or ~~subject to common control. Related parties may be individuals (being members of key management personnel~~liability, ~~significant~~either ~~shareholders~~directly ~~and/~~or ~~their~~indirectly, ~~close~~for ~~family~~substantially ~~members) or other entities which are under~~ the ~~significant~~full ~~influence~~term of ~~related~~ ~~parties of~~ the ~~company.~~financial instrument.

~~PRODUCT~~● ~~WARRANTIES~~Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

~~Substantially~~Stock-based 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 provides 0% of sales income for product warranties for the years ended December 31, 2011 and December 31, 2010 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. The product warranty reserve was $nil as of December 31, 2011 and December 31, 2010. The Company has not experienced any warranty losses in the past. compensation

The Company records compensation ~~WEIGHTED~~expense ~~AVERAGE~~associated ~~NUMBER~~with OFstock ~~SHARES~~ options and other forms of employee and non-employee equity compensation in accordance with FASB ASC 718, “Compensation – Stock Compensation”, formerly referenced as SFAS 123R, “Share-Based Payment”. The Company estimates the fair value of stock options granted using the Black-Scholes-Merton option-pricing formula and a single option approach. This fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period.

OnDuring ~~May 4, 2010,~~ the ~~Company~~twelve ~~entered~~months ~~into~~ended aJanuary ~~share~~31, ~~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~~2020 ~~accordance~~and ~~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~~2019, the ~~number~~Company ofincurred ~~common~~$-0- ~~shares~~and ~~outstanding~~$-0- 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~~stock-based ~~merger~~compensation ~~agreement~~expense. 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.

35 F-8

~~EARNINGS~~Table ~~PER~~of ~~SHARE~~ Contents

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. Other

~~For~~The ~~the~~Company ~~years~~is ~~ended~~subject ~~December~~to ~~31,~~substantial ~~2011~~risks and ~~December~~uncertainties inherent ~~31,~~in ~~2010,~~starting ~~basic~~a ~~and~~new ~~diluted~~business. ~~earnings~~There ~~per~~are ~~share~~no ~~amount~~assurances that the Company will be able to ~~$0.09~~generate ~~and~~sufficient ~~$0.22,~~revenues ~~respectively~~or obtain sufficient funding necessary to continue in business.

3.0 ~~FAIR~~CONCENTRATION ~~VALUE OF FINANCIAL INSTRUMENTS~~ RISK

~~The~~Significant ~~Company~~customers ~~follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments~~ and ~~paragraph~~suppliers ~~820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph~~are ~~820-10-35-37”)~~those tothat ~~measure~~account ~~the~~for ~~fair~~greater ~~value of its financial instruments. Paragraph 820-~~than 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~~Company’s torevenues 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~~purchases. ~~The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:~~

~~Level~~The 1Company sold ~~Quoted~~a ~~market~~substantial ~~prices~~portion ~~available~~of software services to one third party customer (95%) in ~~active~~2019 ~~markets~~and the ~~for~~Company ~~identical~~had ~~assets~~no orsales ~~liabilities~~in asfiscal year 2018. As of January 31, 2019, there was no amount due from this customer. The loss of the ~~reporting~~significant ~~date~~customer or the failure to attract the new customers could have a material adverse effect on our business, results of operations and financial condition for the Company.

~~Level~~In 22019, ~~Pricing~~the ~~inputs~~Company ~~other~~purchased ~~than~~a ~~quoted~~substantial portion ~~prices~~of inmaterials ~~active~~from ~~markets~~a ~~included~~related inparty ~~Level~~vendor 1(59%). As of January 31, ~~which~~2019, the net amount due to this vendor was $2,087. The Company believes there are ~~either~~numerous ~~directly~~other orsuppliers ~~indirectly~~that ~~observable~~could asbe ofsubstituted should the ~~reporting~~supplier become unavailable or non-competitive.

~~Level~~4.0 3INCOME ~~Pricing inputs that are generally observable inputs and not corroborated by market data.~~TAXES

The ~~carrying~~Company ~~amounts~~did not provide any current or deferred U.S. federal income tax provision or benefit for any of the ~~Company’s~~periods ~~financial~~presented ~~assets~~because ~~and~~it ~~liabilities~~has experienced operating losses. When it is more likely than not that a tax asset cannot be realized through future income, ~~such~~the asCompany ~~cash~~must ~~and~~take a ~~accrued~~full ~~expenses~~valuation allowance for this future tax benefit. The Company provided a full valuation allowance on the net deferred tax asset, ~~approximate~~consisting ~~their~~of ~~fair~~net ~~values~~operating loss carryforwards, because ofmanagement has determined that it is more likely than not that the Company ~~short~~will ~~maturity~~not ofearn ~~these~~income ~~instruments.~~sufficient to realize the deferred tax assets during the carryforward period.

The Company ~~does~~has not ~~have~~taken a ~~any~~tax ~~assets~~position orthat, ~~liabilities~~if ~~measured~~challenged, atwould ~~fair~~have ~~value on~~ a ~~recurring~~material oreffect aon ~~non-recurring basis, consequently,~~ the ~~Company~~financial ~~did~~statements ~~not have any fair value adjustments~~ for ~~assets~~the ~~and~~year ~~liabilities~~ended ~~measured~~January ~~at fair value as of December~~ 31, ~~2011~~ 2020, or ~~December~~during ~~31,~~the ~~2010,~~prior ~~nor~~three ~~gains~~years orapplicable ~~losses~~under ~~are~~FASB ~~reported~~ASC in740. ~~the~~The ~~statement~~Company ofdid ~~income~~not ~~and~~recognize ~~other~~any ~~comprehensive~~adjustment ~~income~~to ~~that~~the ~~are~~liability ~~attributable~~for uncertain totax ~~the~~position ~~change~~and intherefore ~~unrealized~~did ~~gains~~not orrecord ~~losses~~any ~~relating~~adjustment to ~~those~~the ~~assets~~beginning ~~and~~balance ~~liabilities~~of ~~still~~accumulated ~~held~~deficit aton the balance ~~reporting~~sheet. ~~date~~All ~~for~~tax ~~the~~returns ~~fiscal~~have ~~years~~been ~~ended~~appropriately ~~December~~filed ~~31,~~by ~~2011~~the ~~or December 31, 2010~~Company.

STOCK-BASED COMPENSATION

Income tax provision at the federal statutory rate			21%
Effect of operating losses			(21%)
			— %

OnNet 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 31st 2010 and Marchdeferred ~~31st~~tax ofassets ~~2011.~~consist ~~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.~~ following:

	January 31, 2020			January 31, 2019

Net operating loss carry forward	$	161,189		$	127,247
Valuation allowance		(161,189	)		(127,247)
Net deferred tax asset	$	—		$	—

~~RETIREMENT BENEFIT COSTS~~ F-9

~~PRC~~Table ~~state~~of 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. Contents

A reconciliation ~~ACCUMULATED~~of ~~OTHER~~income ~~COMPREHENSIVE~~taxes ~~INCOME~~computed at the statutory rate is as follows:

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.

	Year ended January 31,
	2020			2019

Tax at statutory rate (21%)	$	33,942		$	116,141

Increase in valuation allowance		(33,942	)		(116,141)
Income tax expenses	$	—		$	—

The Company did not pay any income taxes during the year ended January ~~Recent~~31, ~~Accounting~~2020 ~~Pronouncements~~or 2019.

In January 2011, the FASB issued an Accounting Standard Update (ASU”) No, 2011-01, Receivables Topic 310):Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses, to be concurrent with the effective date of the guidance for determining what constitutes a troubled debt restructuring, as presented in proposed Accounting Standards Update, Receivables (Topic 310): Clarifications to Accounting for Troubled Debt Restructurings by Creditors5.0 ~~The amendments~~STOCKHOLDERS’ in this Update apply to all public-entity creditors that modify financing receivables within the scope of the disclosure requirements about troubled debt restructurings in Update 2010-20. Under the existing effective date in Update 2010-20, public-entity creditors would have provided disclosures about troubled debt restructurings for periods beginning on or after December 15, 2010. The amendments in this Update temporarily defer that effective date, enabling public-entity creditors to provide those disclosures after the Board clarifies the guidance for determining what constitutes a troubled debt restructuring. The deferral in this Update will result in more consistent disclosures about troubled debt restructurings. This amendment does not defer the effective date of the other disclosure requirements in Update 2010-20. In the proposed Update for determining what constitutes a troubled debt restructuring, the Board proposed that the clarifications would be effective for interim and annual periods ending after June 15, 2011. For the new disclosures about troubled debt restructurings in Update 2010-20, those clarifications would be applied retrospectively to the beginning of the fiscal year in which the proposal is adopted. The Company does not expect the adoption of ASU 2011-01 to have a significant impact on its consolidated financial statements. DEFICIT

InThe ~~April~~shareholders ~~2011,~~deficit ~~the FASB issued ASU No. 2011-03, Transfers and Servicing (Topic 860): Reconsideration~~ of ~~Effective~~the ~~Control~~Company ~~for~~was ~~Repurchase Agreements~~ (~~ASU 2011-03)~~$73,783) ~~intended to improve financial reporting of repurchase agreements~~ and ~~refocus~~ ~~the~~( ~~assessment~~$114,341) ~~of effective control~~ on aJanuary ~~transferor’s~~31, ~~contractual~~2020 ~~rights~~ and ~~obligations rather than practical ability to perform those rights and obligations. The guidance in ASU 2011-03 is effective for the first interim or annual period beginning on or after December 15~~2019, ~~2011~~respectively. ~~The Company does not expect the adoption of ASU 2011-03 to have a significant impact on its consolidated financial statements.~~

~~In May 2011, the FASB issued ASU No. 2011-04, Amendments to Achieve~~ Common ~~Fair~~& ~~Value~~Preferred Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (ASU 2011-04). ASU 2011-04 represents the converged guidance of the FASB and the International Accounting Standards Board (IASB) on fair value measurement. A variety of measures are included in the update 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 these requirements, the FASB 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 does not expect the adoption of ASU 2011-04 to have a significant impact on its consolidated financial statements. Stock

InCommon 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 single continuous statement of comprehensive income or in two separate but consecutive statements. Amendments under ASU 2011-05 for public entities should be applied retrospectively for fiscal years, and interim periods within those years, beginning December 15, 2011. The Company is evaluating the impact adoption of ASU 2011-05 and does not expect the adoption of ASU 2011-05 will have significant impact on its consolidated financial statements. Stock

The Company’s common 37stock trades on OTC market under the symbol “TLDN”. The Company is authorized to issue 60,000,000 shares of common stock, $0.0001 par value. As of January 31, 2020, there were 5,600,264 shares issued and outstanding and at January 31, 2019, there were 4,500,264 shares issued and outstanding.

InOn ~~July~~January ~~2011~~10, 2020, the ~~FASB~~Company issued ~~accounting~~600,000 ~~guidance~~shares ~~on disclosures about the credit quality~~ of ~~financing~~common ~~receivables~~stock ~~and~~to ~~the~~Thames ~~allowance for~~Energy ~~credit~~Consultants ~~losses~~Ltd., ~~The~~a ~~guidance~~third ~~expands~~party ~~disclosures~~ for ~~the allowance for credit losses and financing receivables by requiring entities to disclose information at disaggregated levels. It also requires disclosure of credit quality indicators~~$60,000, ~~past~~which ~~due information and modifications of financing receivables. The~~amount ~~Company~~will ~~does~~be ~~not~~collected within ~~expect the adoption of this guidance to have~~ a ~~significant impact on its consolidated financial statements~~year.

InSeries ~~September~~A ~~2011,~~Preferred the FASB issued Intangibles – Goodwill and Other (Topic 350) – Testing Goodwill for Impairment (ASU No. 2011-08), which amends ASC 350 to first assess qualitative factors before performing the quantitative goodwill impairment testing. The ASU provides the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the results of the qualitative analysis indicate it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, the quantitative two-step impairment test, which is required under current U.S. GAAP, would not be necessary. The ASU is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The Company does not expect the adoption of this guidance to have a significant impact on its consolidated financial statements. Stock

~~ITEM~~The 7ACompany is authorized to issue 10,000,000 shares of Preferred stock par value $0.0001 ~~QUANTITATIVE~~per ~~AND~~share. ~~QUALITATIVE~~Except ~~DISCLOSURES~~as ~~ABOUT~~otherwise ~~MARKET~~provided ~~RISK~~by law, the shares of the stock of the Corporation, regardless of the class, may be issued by the Corporation from time to time in such amounts and designations, for such consideration and for such corporate purposes as the Board of Directors may from time to time determine. As of January 31, 2019, there were 1,000,000 shares of Series A preferred shares, par value $0.0001 per share, issued and outstanding.

~~Not~~As ~~Applicable~~per the designation of Series A Preferred stock, each issued and outstanding Series A Preferred Share shall be entitled to the number of votes equal to the result of: (i) the number of shares of common stock of the Company issued and outstanding at the time of such vote multiplied by 1.1; divided by (ii) the total number of Series A Preferred Shares issued and outstanding at the time of such vote, at each meeting of shareholders of the Company with respect to any and all matters presented to the shareholders of the Company for their action or consideration, including the election of directors. Holders of Series A Preferred Shares shall vote together with the holders of Common Shares as a single class in all matters where holders of common stock will vote.

~~ITEM~~On 8.January ~~FINANCIAL~~24, ~~STATEMENTS~~2019, ~~AND~~the ~~SUPPLEMENTARY~~Company issued ~~DATA~~1,000,000 shares of series A Preferred shares to its Chairman & CEO, Aron Govil, in consideration for $100.

~~The~~6.0 ~~full~~HOLDING ~~text~~COMPANY ~~of our audited consolidated financial statements as of December 31, 2011 and 2010 begins on page F-1 of this report.~~ REORGANIZATION

~~ITEM~~On 9January 18, 2019, the Company completed a Holding Company Reorganization in accordance with section 251(g) of the Delaware general Corporation Law (“DGCL”). In ~~CHANGES~~accordance INwith ~~AND~~Section ~~DISAGREEMENTS~~251(g) ~~WITH~~of ~~ACCOUNTANTS~~the ONDGCL, ~~ACCOUNTING~~Telidyne ~~AND~~Inc. ~~FINANCIAL~~a ~~DISCLOSURE~~newly incorporated Delaware corporation (the “Holding Company”) became the successor issuer of Telidyne Inc., the Nevada Company, as previously constituted (the “Predecessor”). In other words, the Holding Company is now the public entity.

~~None~~In accordance with section 251(g) of the DGCL, Telidyne Merger Corporation (“Merger Co”), another newly formed Delaware corporation and, prior to the Holding Company Reorganization, was a wholly owned subsidiary of the Holding Company, merged with and into the Predecessor, with Merger Co surviving the Merger as a direct wholly owned subsidiary of the Holding Company and Predecessor losing its existence, (the “Merger”); however as of the effective time of the Merger, the designation, rights, powers and preferences of the Predecessor company’s common stock immediately before the Merger became the same as those of the common svtock of the Holding Company. Thus in accordance with section 251(g) of the CGCL, after the Holding Company Reorganization all of the outstanding shares of common stock of the Predecessor were automatically converted into identical shares of the common stock of the Holding Company on a one-for-one basis, and the Predecessor’s existing stockholders and other equity holders became stockholders and equity holders, as applicable of the Holding Company in the same amounts and percentages as they were in the Predecessor prior to the Holding Company Reorganization. The executive officers and the board of directors of the Holding Company are the same as those of the Predecessor in effect immediately prior to the Holding Company Reorganization.

~~ITEM 9A. CONTROLS AND PROCEDURES.~~F-10

~~Evaluation~~Table of ~~Disclosure Controls and Procedures~~ Contents

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information that would be required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms, 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 disclosure7.0 RELATED PARTIES

AsThe ~~required~~financial bystatements include ~~Rule~~disclosures ~~13a-15~~of ~~under~~material ~~the~~related ~~Exchange~~party ~~Act~~transactions, ~~our management,~~other ~~including~~than ~~our~~compensation ~~Chief~~arrangements, ~~Executive~~expense ~~Officer~~allowances, and ~~Chief~~other similar ~~Financial~~items ~~Officer, evaluated~~in the ~~effectiveness~~ordinary course of business. The disclosures include: a. the ~~design~~nature ~~and~~of ~~operation~~the relationship(s) involved b. description of ~~our~~the ~~disclosure~~transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which ~~controls~~income statements are presented, and ~~procedures~~such asother information deemed necessary to an understanding of ~~December~~the ~~31,~~effects ~~2011.~~of ~~Based~~the transactions on ~~that~~the ~~evaluation,~~financial statements; c. the ~~management~~ ~~concluded~~dollar ~~that,~~amounts ~~because~~of transactions for each of the ~~material~~periods ~~weakness~~for inwhich ~~internal~~income ~~control~~statements are presented ~~over~~and ~~financial~~the ~~reporting~~effects ~~described~~of ~~below,~~any ~~our~~change ~~disclosure~~in ~~controls~~the method of establishing the terms from that used in the preceding period; and ~~procedures~~d. amounts due ~~were~~from ~~not~~or ~~effective~~to related parties as of ~~December~~the 31date of each balance sheet presented and, ~~2011.~~if not otherwise apparent, the terms and manner of settlement.

~~Management’s~~The ~~Annual~~Company ~~Report~~rents its offices from its Chairman on ~~Internal~~a ~~Control~~month ~~over~~to month basis at a monthly rent of $250.00. The Company can terminate this agreement at any time ~~Financial~~without ~~Reporting~~prior notice or any liability.

~~Management is responsible for establishing and maintaining~~The ~~adequate internal control over financial reporting for the~~ Company. ~~Internal control~~had ~~over~~sales ~~financial~~of ~~reporting~~$1000 ~~refers~~in tofiscal ~~the~~year ~~process~~ending ~~designed~~January by31, or2020 ~~under~~from ~~the supervision of~~Ducon, ~~our~~an ~~Chief~~entity ~~Executive~~owned ~~Officer and Chief Financial Officer, and effected~~ by ~~our~~Aron ~~board of directors~~Govil, ~~management~~the ~~and~~major ~~other personnel, to provide~~shareholder ~~reasonable~~of ~~assurance regarding~~ the ~~reliability~~Company. ofThe ~~our~~company ~~financial~~has ~~reporting~~cost ~~and the preparation~~ of ~~financial~~sales ~~statements~~from ~~for~~a ~~external purposes in accordance with~~related party ~~U.S.~~of ~~GAAP~~$4,717 ~~and~~in ~~includes~~fiscal ~~those~~year ~~policies~~ending ~~and~~January ~~procedures~~31, ~~that:~~ 2020.

	(1)	pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
	(2)	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management and directors; and
	(3)	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Aron Govil, the major shareholder of the Company has provided a loan of $111,747 and $104,497 to the Company as of January 31, 2020 and 2019 respectively. This loan is non-interest bearing and is due upon demand by the shareholder.

388.0 GOING CONCERN AND LIQUIDITY

~~Management~~The ~~assessed~~accompanying ~~the~~financial statements ~~effectiveness~~have ofbeen ~~our~~prepared ~~internal~~on ~~control over~~a ~~financial~~going ~~reporting~~concern asbasis ofwhich ~~December~~assumes ~~31,~~the ~~2011.~~Company Inwill ~~making~~be ~~this~~able ~~assessment, management~~to ~~used~~realize ~~the~~its ~~framework~~assets ~~set~~and ~~forth~~discharge its liabilities in the ~~report~~normal ~~entitled~~course ~~Internal~~of ~~Control -~~business ~~Integrated~~for ~~Framework~~the ~~issued~~foreseeable byfuture ~~the~~and, ~~Committee~~thus, ofdo ~~Sponsoring~~not ~~Organizations~~include ~~of the~~any ~~Treadway~~adjustments ~~Commission,~~relating to orthe ~~COSO.~~recoverability ~~The~~and ~~COSO~~classification ~~framework~~of ~~summarizes~~assets ~~each~~and ofliabilities ~~the components~~that ofmay abe ~~company’s~~necessary ~~internal~~if ~~control~~the ~~system,~~Company ~~including~~is ~~(i)~~unable ~~the~~to ~~control~~continue as ~~environment,~~a ~~(ii)~~going ~~risk~~concern. ~~assessment~~However, ~~(iii)~~the ~~control~~Company's ~~activities,~~ability ~~(iv)~~to ~~information and~~continue ~~communication,~~as ~~and~~a ~~(v)~~going ~~monitoring.~~concern ~~Based~~is ondependent ~~that~~upon ~~evaluation,~~generating ~~our~~profitable ~~management~~operations ~~concluded~~in ~~that~~the ~~our~~future ~~internal~~and ~~controls~~obtaining ~~over~~the ~~financial~~necessary ~~reporting~~financing asto ofmeet ~~December~~its ~~31, 2011~~obligations ~~were~~and ~~not~~repay ~~effective~~its ~~due~~liabilities toarising ~~the~~from ~~following~~normal ~~material~~business operations ~~weakness:~~when they come due.

~~Our~~The ~~internal~~Company ~~audit~~has ~~function~~incurred isoperating losses ~~significantly~~since ~~deficient~~Company ~~due~~has tonot ~~insufficient qualified~~had ~~resources~~any ~~and~~sales. ~~appropriate~~The ~~system~~Company tohas ~~perform~~made ~~such~~investment ~~function. Therefore~~in the development of a completely new mobile App TELI, which ~~our~~expenses ~~ability~~have caused the Company to ~~prevent~~incur ~~and~~operating ~~control~~losses. ~~lapses~~Cash ~~and~~losses ~~errors~~over inthe ~~our accounting~~past ~~function~~several ~~could~~years ~~not~~have bebeen ~~rendered~~financed ~~effectively.~~by funds provided by the shareholder.

~~Our~~Notwithstanding ~~current~~ongoing ~~accounting~~investment plans, ~~staff~~the isCompany ~~relatively~~will ~~inexperienced~~likely ~~with~~require ~~respect~~additional financing over the next twelve months to implement its planned business objectives Uand strategies.S. ~~GAAP~~Accordingly, and ~~needs~~in ~~substantial~~light ~~training~~of tothe ~~meet~~Company's historic and continuing losses, there is substantial doubt about the Company's ~~higher~~ability ~~demands~~to ofcontinue ~~being~~as a ~~U.S.~~ ~~public~~going ~~company~~concern.

WeThe ~~are~~COVID-19 ~~actively~~outbreak ~~searching~~has had ~~for~~a ~~additional~~significant ~~personnel~~adverse ~~with relevant~~impact ~~accounting~~and ~~experience,~~created ~~skills~~many uncertainties related to our business, and ~~knowledge~~we expect that it will continue to do so. The Company is experiencing challenges in increasing the ~~preparation~~number of ~~financial~~ ~~statements~~users infor ~~accordance~~its ~~with~~Mobile App due to limited marketing resulting from lack of Usufficient funds.S. ~~GAAP~~Additionally, the COVID-19 outbreak has adversely affected the consumers who are preoccupied with health safety issues and ~~financial~~not ~~reporting~~taking keen interest in following the new mobile Apps in the marketplace. Thus, this pandemic has ~~disclosure~~substantially ~~requirements~~decreased ~~under~~our ~~SEC~~revenue ~~rules~~opportunities and increased financial uncertainty. InGiven ~~addition,~~the weunprecedented ~~plan~~nature toof ~~establish~~the anCOVID-19 ~~audit~~outbreak ~~committee~~ and ~~appoint~~the ~~qualified~~fast ~~committee~~pace ~~members~~at which new developments relating to ~~strength~~the ~~our~~outbreak ~~internal~~are occurring, it is difficult to assess or predict ~~control~~the ~~over~~short-term or long-term effects of the outbreak on our financial ~~reporting~~performance.

~~Management~~Our isfuture ~~committed~~business outlook and expectations are very uncertain due to ~~improving~~the ~~its~~impact ~~internal~~of ~~control~~the ~~over financial~~COVID-19 ~~reporting~~outbreak and ~~will~~are ~~continue~~very difficult to ~~work~~quantify. toIt ~~put~~is ~~effective~~difficult ~~controls~~to inassess or ~~place.~~predict ~~Our~~the ~~management~~impact ~~does~~of ~~not~~this ~~believe~~unprecedented ~~that~~event ~~the~~on ~~material~~our ~~weakness~~business, infinancial ~~our~~results or financial condition. Factors that will impact ~~internal~~the ~~control~~extent ~~over~~to ~~financial~~which ~~reporting~~the ~~had~~COVID-19 ~~caused~~outbreak affects our business, financial ~~statements~~results and financial condition include: the duration, ~~for~~spread and severity of the ~~year~~outbreak; ~~ended~~the ~~December~~actions 31taken to contain the virus or treat its impact, ~~2011~~including government actions to ~~contain~~mitigate athe ~~material~~economic ~~misstatement~~impact of the outbreak; and how quickly and to what extent normal economic and operating conditions can resume, including whether any future outbreaks interrupt economic recovery. The Company has not received any relief or stimulus package from the Government.

Because the Company is a smaller reporting company, this annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm. F-11

~~Changes~~Table inof ~~Internal Controls over Financial Reporting~~ Contents

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 environment9.0 ~~Changes~~SUBSEQUENT ~~may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.~~ EVENTS

~~Other~~The Company ~~than~~will inevaluate ~~connection~~subsequent ~~with~~events through the ~~implementation~~date ofwhen the ~~remedial~~ ~~measures~~financial ~~described~~statements ~~above,~~were ~~there~~issued. ~~have~~It ~~been~~is nothe ~~changes~~Company’s ~~in our internal~~policy ~~control~~to ~~over~~disclose ~~financial~~subsequent ~~reporting~~information ~~during~~that ~~the~~it ~~fourth~~feels ~~quarter~~is ofimportant ~~fiscal~~to ~~year~~the ~~2011 that~~context ~~have~~of ~~materially~~the ~~affected,~~financial orstatements. ~~are~~Company ~~reasonably~~continues ~~likely~~ to market ~~materially~~it ~~affect, our~~mobile ~~internal~~App ~~control~~TELI ~~over~~and ~~financial~~get ~~reporting.~~more subscribers.

39On February 14, 2020, the Company issued 66,667 shares of common stock to Tiger Trout Capital. A third party in consideration for $200,000.00.

~~ITEM~~On ~~9B.~~April ~~OTHER~~14, ~~INFORMATION~~2020, the Company issued 33,334 shares of common stock to Tiger Trout Capital, a third party, in consideration for $100,000.00.

WeOn ~~have~~May no5, ~~information~~2020, tothe ~~disclose~~Company ~~that~~issued ~~was~~166,667 ~~required~~shares toof becommon stock ~~disclosed~~to inCemtrex Inc., a ~~report~~related onparty ~~Form~~in ~~8-K~~consideration ~~during~~for ~~fourth quarter of fiscal year 2011~~$500, ~~but was not reported~~000. 00.

40The COVID-19 outbreak has had a significant adverse impact and created many uncertainties related to our business, and we expect that it will continue to do so. The Company is experiencing challenges in increasing the number of users for its Mobile App due to limited marketing resulting from lack of sufficient funds. Additionally, the COVID-19 outbreak has adversely affected the consumers who are preoccupied with health safety issues and not taking keen interest in following the new mobile Apps in the marketplace. Thus, this pandemic has substantially decreased our revenue opportunities and increased financial uncertainty. Given the unprecedented nature of the COVID-19 outbreak and the fast pace at which new developments relating to the outbreak are occurring, it is difficult to assess or predict the short-term or long-term effects of the outbreak on our financial performance.

~~PART~~Our ~~III~~future business outlook and expectations are very uncertain due to the impact of the COVID-19 outbreak and are very difficult to quantify. It is difficult to assess or predict the impact of this unprecedented event on our business, financial results or financial condition. Factors that will impact the extent to which the COVID-19 outbreak affects our business, financial results and financial condition include: the duration, spread and severity of the outbreak; the actions taken to contain the virus or treat its impact, including government actions to mitigate the economic impact of the outbreak; and how quickly and to what extent normal economic and operating conditions can resume, including whether any future outbreaks interrupt economic recovery. The Company has not received any relief or stimulus package from the Government.

~~ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.~~F-12

~~Directors~~Table ~~and~~of ~~Executive Officers~~ Contents

~~The~~Item 9. ~~following~~Changes ~~sets~~In ~~forth information about our directors~~ and ~~executive~~ ~~officers~~Disagreements aswith ofAccountants ~~the~~on ~~date~~Accounting ofand ~~this~~Financial ~~report:~~ Disclosure

Name	Age	Position
Chun Lu	39	Chairman, Chief Executive Officer and President
Peter Lim Boon-Lum	51	Chief Financial Officer
Jianming Wang	37	Chief Operating Officer
Baojia He	61	Chief Technology Officer
Xiaoxiang Liu	43	Director
Wei Zhang	44	Director

None.

~~Mr.~~Item ~~Chun Lu~~9A. ~~Mr. Lu has been our Chairman since May 2010~~Controls and has served as the President of TEC Tower since its inception in 2006. Prior to joining us, Mr. Lu was the general manager at Hangzhou Tianye Communication Equipment Co. from January 2002 to March 2006. Mr. Lu holds a bachelor’s degree from Zhejiang Industrial and Commerce University in International Trade. Mr. Lu has not held any other public company directorships during the past five years. Procedures

~~Dr.~~Disclosure ~~Peter~~Controls Lim Boon-Lum. Dr. Lim has served as our Chief Financial Officer since April 10, 2012. Prior to that, Dr. Lim was our Vice President for Investment Relations since January 2011. Prior to joining us, Dr. Lim worked as the CEO and Technical Director of AEI PTE LTD and AEI Group of Company since January 2010. Since July 2006, Dr. Lim also worked as an executive officer and board member for various companies, including Layer 1 PTE LTD, Dorado-Network PTE LTD and Equine Technology SDN BHD. Dr Lim holds Ph.D, MEng and BEng(Hons) degrees from National University of Singapore (NUS), and is also a member of Singapore Institute of Management (SIM), IEEE and SCASST. Dr Lim is also a Green Mark Manager accredited by BCA Singapore. Procedures

~~Jianming~~As ~~Wang.~~required ~~Mr.~~by ~~Wang~~Rule ~~has~~13a-15 ~~served~~under asthe ~~our Chief~~Securities ~~Operating~~Exchange ~~Officer~~Act ~~since~~of ~~May~~1934, ~~2010~~we ~~and~~have ~~has~~carried ~~served~~out inan ~~the~~evaluation ~~same~~of ~~capacity~~the ~~for~~effectiveness ~~TEC Tower~~of ~~since~~our ~~December~~disclosure ~~2009.~~controls ~~Prior~~and toprocedures ~~joining~~as ~~us,~~of ~~Mr. Wang worked at Huawei, from~~the ~~2001~~end ~~through~~of ~~2009,~~the asperiod ~~Service~~covered ~~Sales~~by ~~Director~~this ofannual ~~Sub-Saharan Region~~report, ~~Service Director~~being ofJanuary ~~MTN Key Accounts~~31, ~~and~~2020. ~~Director~~This ofevaluation ~~Global~~was ~~Service~~carried ~~Sales.~~out ~~Mr.~~under ~~Wang~~the supervision ~~earned~~and awith ~~Bachelor’s~~the ~~degree~~participation ~~from~~of ~~Zhejiang~~our ~~University~~management, inincluding ~~Office~~our ~~Automation~~Chief ~~and~~Executive ~~an MBA~~Officer ~~from~~and ~~University~~Chief ofFinancial ~~Pretoria~~Officer.

~~Mr.~~Disclosure ~~Baojia~~controls ~~He.~~and ~~Mr.~~procedures Heare ~~has~~controls and ~~served~~other asprocedures ~~our~~that ~~Chief~~are ~~Technology Officer~~designed ~~since~~to ~~May~~ensure ~~2010~~that ~~and~~information ~~has~~required ~~served~~to asbe disclosed in our reports filed or submitted under the ~~Vice~~Securities ~~President~~Exchange Act of ~~Research~~1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities ~~Development~~and ofExchange ~~TEC~~Commission’s ~~Tower~~rules ~~since~~and ~~2007~~forms. ~~Prior~~Disclosure controls and procedures include controls and procedures designed to ensure ~~joining~~that ~~us,~~information ~~Mr.~~required Heto ~~served~~be asdisclosed in our company’s reports filed under the ~~Vice~~ ~~President~~Securities Exchange Act of ~~Technology~~1934 is ataccumulated ~~Jiangsu~~and ~~Taihu~~communicated ~~Tower~~to ~~from~~management, ~~March~~including ~~2005~~our Chief Executive Officer and Chief Financial Officer, to ~~April~~allow timely ~~2007.~~decisions regarding required disclosure.

~~Mr.~~COVID-19-related ~~Xiaoxiang~~circumstances ~~Liu.~~such ~~Mr.~~as ~~Liu became a member of our~~remote ~~Board~~work ofarrangements ~~Directors~~have inadversely ~~May~~affected ~~2010 and has served as~~ the ~~General Manager of TEC Tower since 2008 and TEC Tower'~~Company’s ~~Chief~~ability ~~Administrative Officer since May 4, 2010. Prior~~ to ~~joining~~maintain usoperations, ~~Mr.~~including ~~Liu~~financial ~~served~~reporting ~~as the president of Jingde County Branch of~~systems, ~~Industrial~~internal ~~Commercial~~control ~~and~~over ~~Business~~financial ~~Bank~~reporting ~~from August 2005 to December 2007,~~ and as adisclosure ~~customer~~controls ~~manager at the same branch from July 2003 to August 2005. Mr. Liu holds a bachelor's degree in Economics from the Open University of China in 2004~~ and ~~is a member of the Anhui Abacus Association~~procedures. ~~Mr. Liu has not held any other public company directorships during the past five years.~~

~~Mr.~~ Based ~~Wei~~upon ~~Zhang.~~that ~~Mr.~~evaluation, ~~Zhang became a member of~~ including our ~~Board~~Chief ~~of Directors~~Executive inOfficer ~~May 2010~~ and ~~has~~Chief ~~provided~~Financial ~~consulting~~Officer, ~~services~~we tohave ~~TEC~~concluded ~~Tower~~that ~~since its~~our ~~inception~~disclosure incontrols ~~2006.~~and ~~Prior~~procedures towere ~~joining us, Mr. Zhang worked from 2000 and 2009,~~ineffective as aof ~~service manager for~~ the ~~Beijing~~end ~~Chaowai~~of ~~Railway. Mr. Zhang holds a bachelor's degree in Business Administration from~~ the ~~Peking~~period ~~University.~~covered ~~Mr. Zhang~~by ~~has~~this ~~not~~annual ~~held any other public company directorships during the past five years~~report.

~~Directors~~Management’s ~~are~~Report ~~elected~~on ~~until~~Internal ~~their successors are duly elected~~Control ~~and~~over ~~qualified.~~Financial Reporting

~~Except~~Our asmanagement ~~set~~is ~~forth~~responsible infor ~~our~~establishing and ~~discussion~~maintaining ~~below~~adequate internal control over financial reporting (as defined in ~~Item~~Rule 1313a-15(f) ~~“Certain~~under the Securities Exchange ~~Relationships~~Act ~~and~~of ~~Related~~1934). ~~Transactions~~Management has assessed the effectiveness of our internal control over financial reporting as of January 31, ~~and~~2020 based ~~Director~~on ~~Independence—Transactions~~criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the ~~with~~Treadway ~~Related~~Commission. ~~Persons~~As a result of this assessment,” ~~none~~management concluded that, as of ~~our~~January ~~directors~~31, ~~director~~2020, ~~nominees~~our orinternal ~~executive~~control over ~~officers~~financial ~~has~~reporting ~~been involved~~was not effective. Our management identified the following material weaknesses in ~~any~~our ~~transactions~~internal control over financial reporting, which are indicative of many small companies with ussmall orstaff: ~~any~~(i) inadequate segregation of ~~our~~duties ~~directors,~~and ~~executive~~effective risk ~~officers,~~assessment; ~~affiliates~~and or(ii) ~~associates~~insufficient ~~which~~written ~~are~~policies ~~required~~and toprocedures befor ~~disclosed~~accounting ~~pursuant~~and financial reporting with respect to the requirements ~~rules~~ and ~~regulations~~application of ~~the~~both US GAAP and SEC. guidelines.

41We plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we hope to implement the following changes during our fiscal year ending January 31, 2021: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

~~There~~This ~~are~~annual noreport ~~agreements~~does ornot ~~understandings~~include ~~for~~an ~~any~~attestation report of our ~~executive~~registered ~~officers~~public oraccounting ~~directors~~firm toregarding ~~resign~~internal atcontrol ~~the~~over ~~request~~financial ofreporting. ~~another~~Management’s ~~person~~report was ~~and~~not nosubject ~~officer~~to orattestation ~~director~~by isour ~~acting~~registered onpublic ~~behalf~~accounting offirm ~~nor~~pursuant ~~will~~to ~~any~~an ofexemption ~~them~~for ~~act~~non-accelerated atfilers ~~the~~set forth ~~direction~~in Section 989G of ~~any~~the ~~other~~Dodd-Frank ~~person.~~Wall Street Reform and Consumer Protection Act.

~~Director Qualifications~~ 21

~~Directors~~Table are responsible for overseeing our business consistent with their fiduciary duty to stockholders. This significant responsibility requires highly-skilled individuals with various qualities, attributes and professional experience. The Board believes that there are general requirements for service on our Board of Directors that are applicable to all directors and that there are other skills and experience that should be represented on the Board as a whole, but not necessarily by each director. The Board considers the qualifications of directors and director candidates individually and in the broader context of the Board’s overall composition and our current and future needs. Contents

~~Qualifications~~Remediation ~~for~~of ~~All~~Material ~~Directors~~ Weakness

InWe ~~its~~are ~~assessment~~unable ofto ~~each~~remedy ~~potential candidate, including those recommended by stockholders, the Board considers the nominee’s judgment, integrity, experience, independence, understanding of~~ our ~~business~~controls ~~or other~~ related ~~industries and such~~ ~~other~~to ~~factors~~ the ~~Board~~inadequate ~~determines~~segregation ~~are pertinent in light~~ of ~~the~~duties ~~current needs of the Board. The Board also takes into account the ability of a director to devote the time~~ and ~~effort~~ineffective ~~necessary~~risk tomanagement ~~fulfill~~until ~~his~~we orreceive ~~her~~financing ~~responsibilities~~ to ~~the~~hire ~~Company~~additional employees.

~~The~~Changes ~~Board requires that each director be a recognized person of high integrity with a proven record of success~~ in ~~his~~Internal orControl ~~her~~Over ~~field. Each director must demonstrate innovative thinking, familiarity with and respect for corporate governance~~Financial requirements and practices, an appreciation of multiple cultures and a commitment to sustainability and to dealing responsibly with social issues. In addition to the qualifications required of all directors, the Board assesses intangible qualities including the individual’s ability to ask difficult questions and, simultaneously, to work collegially. Reporting

~~The~~There ~~Board~~were ~~does~~no ~~not~~changes ~~have~~in athe ~~specific~~Company’s internal ~~diversity~~control ~~policy,~~over ~~but~~financial ~~considers~~reporting ~~diversity~~during ofthe ~~race,~~quarter ~~ethnicity,~~ended ~~gender,~~January ~~age~~31, ~~cultural~~2020 ~~background~~that ~~and~~have ~~professional~~materially ~~experiences~~affected, inor ~~evaluating~~are ~~candidates for Board membership. Diversity is important because a variety of~~reasonably ~~points~~likely ofto ~~view~~materially ~~contribute~~affect, toour ainternal ~~more~~control ~~effective~~over ~~decision-making~~financial ~~process~~reporting.

~~Qualifications,~~Limitations ~~Attributes, Skills and Experience to be Represented~~ on the ~~Board~~Effectiveness asof ~~a Whole~~ Internal Controls

Our management, ~~The~~including ~~Board~~our ~~has~~Chief ~~identified~~Executive ~~particular~~Officer ~~qualifications,~~and ~~attributes~~our Chief Financial Officer, ~~skills~~does ~~and~~not ~~experience~~expect that our disclosure controls and procedures or our internal control over financial reporting are ~~important~~or towill be ~~represented~~capable onof ~~the~~preventing ~~Board~~or asdetecting aall ~~whole,~~errors inor ~~light~~all offraud. ~~our~~Any control ~~current~~system, ~~needs~~no matter how well designed and ~~business~~operated, ~~priorities.~~can Weprovide ~~are~~only areasonable, ~~U.S.~~not ~~public~~absolute, ~~company~~assurance that ~~offers~~the ~~tower~~control ~~products~~system’s toobjectives ~~end~~will ~~users~~be inmet. The design of a control system must reflect the ~~electric~~fact ~~transmission~~that there are resource constraints, and ~~wireless~~the ~~communications~~benefits ~~industry~~of incontrols ~~China~~must be considered relative to their costs. ~~Therefore~~Further, because of the ~~Board~~inherent ~~believes~~limitations ~~that~~in aall ~~diversity~~control systems, no evaluation of ~~professional~~controls ~~experiences~~can inprovide ~~tower~~absolute ~~construction~~assurance that misstatements, due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the ~~electric~~company ~~transmission~~have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and ~~wireless~~that breakdowns may occur because of simple error or mistake. Controls ~~communications~~can ~~industry~~also be circumvented by the individual acts of some persons, ~~specific~~by ~~knowledge~~collusion of ~~key~~two ~~geographic~~or ~~growth~~more ~~areas~~people, ~~and~~or ~~knowledge~~by management override of Ucontrols.S. ~~capital~~The ~~markets~~design ~~and~~of any system of ~~U.S.~~controls ~~accounting~~is ~~and~~based ~~financial~~in ~~reporting~~part ~~standards~~on ~~should~~certain assumptions about the likelihood of future events, and there can be ~~represented~~no onassurance ~~the~~that ~~Board~~any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risk.

Item ~~Summary~~9B. ofOther ~~Qualifications of Directors~~ Information

~~Set forth below is a narrative disclosure that summarizes some of the specific qualifications, attributes, skills and experiences of our directors~~None. ~~For more detailed information, please refer to the biographical information for each director set forth above.~~

~~Chun~~PART Lu. Mr. Lu is the co-founder of TEC Tower and has served as the Chairman and Chief Executive Officer of TEC Tower since its inception. He contributes invaluable long-term knowledge of our business and operations and extensive experience in the communications and power equipment market III

~~Xiaoxiang~~Item ~~Liu~~10. ~~Mr.~~Directors, ~~Liu~~Executive ~~has~~Officers ~~experience in finance~~ and ~~banking~~Corporate as head of a bank. He dolds a bachelor’s degree in Economics and is a member of the Anhui Abacus Association. His extensive experience in the industrial financial market and strong knowledge of the banking industry makes him a key member of our management staff and a valuable member of our Board. Governance

The following table sets forth the name and position of our sole 42executive officer and director as of the date hereof.

~~Wei~~Name ~~Zhang.~~Positions ~~Mr.~~Aron ~~Zhang~~Govil ~~contributes~~President, ~~his~~Chief ~~extensive~~Executive ~~knowledge~~Officer, ~~and~~Principal ~~hands-on~~Executive ~~experience~~Officer, inPrincipal ~~the~~Financial ~~power~~Officer, ~~utility~~Principal ~~industry~~Accounting toOfficer, ~~the~~Secretary, ~~Board.~~Treasurer and Director Sunny Verma Director Paulson Ambookan Director

WeAron ~~believe that our Board would benefit from the services of an individual with knowledge of U.S. capital markets and U.S. accounting standards.~~ Govil

Aron Govil is the company’s Chairman ~~Family~~and ~~Relationships~~CEO since January 2018. Mr. Govil is currently an officer and director of Cemtrex, Inc., an industrial technology company since 1998. Mr. Govil also holds executive positions in several companies around the world. Mr. Govil has started, developed and sold several companies since 1985 in the environmental, energy, technology, and entertainment fields. Mr. Govil has extensive and diversified experience in mergers & acquisitions, IPOs, enterprise creation, and bank financings. Mr. Govil holds a B.E. degree in Chemical Engineering and M.B.A. in Finance. Mr. Govil’ s experience and deep understanding of the operations of the Company allow him to make valuable contributions to the Company’s Board. Mr. Govil devotes full time to the business.

Aside from that above, Mr. Govil does not hold ~~There~~and ~~are~~has nonot ~~family~~held ~~relationships~~over ~~among~~the past five years any other directorships in any company with a class of ~~our~~securities ~~officers~~registered pursuant to Section 12 of the Exchange Act or ~~directors.~~subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.

We have chosen Mr. Govil as our director because ~~Involvement~~of inhis ~~Certain~~leadership ~~Legal~~skills ~~Proceedings~~ and business development experience.

~~To the best of our knowledge, none of our directors or executive officers has, during the past ten years:~~ 22

~~been~~Table ~~convicted~~of ~~in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);~~Contents

~~had~~Sunny ~~any~~Verma bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

Sunny Verma has been ~~subject~~a todirector ~~any~~of ~~order,~~the ~~judgment~~Company since January, or2019 ~~decree,~~and ~~not~~is ~~subsequently~~an ~~reversed,~~independent ~~suspended~~director orand ~~vacated,~~part of ~~any~~the ~~court~~Audit ofCommittee. ~~competent~~Mr. ~~jurisdiction~~Verma orhas ~~federal~~over or21 ~~state~~years ~~authority,~~of ~~permanently~~diversified IT orexperience ~~temporarily~~and ~~enjoining,~~is ~~barring,~~Chief ~~suspending~~Operating orOfficer ~~otherwise~~of ~~limiting, his~~Seva ~~involvement~~Technologies inInc., ~~any~~an ~~type~~Information ofTechnology ~~business,~~consulting ~~securities,~~firm ~~futures,~~since ~~commodities,~~2009. ~~investment,~~Mr. Verma ~~banking,~~has ~~savings~~BS ~~and~~in ~~loan,~~Computer orscience ~~insurance~~and ~~activities,~~has ordeveloped tomany beoriginal ~~associated~~software ~~with~~applications ~~persons~~of ~~engaged~~a invariety ~~any~~of ~~such~~market ~~activity;~~places.

~~been~~Aside ~~found~~from bythat aabove, ~~court~~Mr. ofVerma ~~competent~~does ~~jurisdiction~~not hold and has not held over the past five years any other directorships in any company with a ~~civil~~class ~~action~~of orsecurities byregistered ~~the~~pursuant to ~~SEC~~Section or12 of the ~~Commodity~~Exchange ~~Futures~~Act ~~Trading~~or ~~Commission~~subject to ~~have~~the ~~violated~~requirements aof ~~federal~~Section or15(d) ~~state~~of ~~securities~~the Exchange Act or ~~commodities~~any ~~law,~~company ~~and~~registered as ~~the~~an ~~judgment~~investment ~~has~~company ~~not~~under ~~been~~the ~~reversed,~~Investment ~~suspended,~~Company ~~or vacated;~~Act of 1940.

~~been~~Paulson the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; orAmbookan

Paulson Ambookan has been ~~the~~a ~~subject~~director of, orthe Company asince ~~party~~July ~~to,~~2019 ~~any~~and ~~sanction~~is oran ~~order,~~independent ~~not~~director ~~subsequently~~and ~~reversed,~~part ~~suspended~~of orthe ~~vacated,~~Audit ofCommittee. ~~any~~Mr. ~~self-regulatory~~Ambookan ~~organization~~started (his career 25 years ago as ~~defined~~an inentrepreneur ~~Section~~developing ~~3(a)(26)~~Computer ofmagazine ~~the~~as ~~Exchange~~its ~~Act~~Group ~~(15~~Publisher. USubsequently Mr.~~S.C.~~ ~~78c(a)(26))),~~Ambookan ~~any~~has ~~registered~~worked ~~entity~~with ~~(as~~many energy, ~~defined~~technology inand ~~Section~~blockchain ~~1(a)(29)~~companies ofon ~~the~~numerous ~~Commodity~~projects ~~Exchange~~including ~~Act~~designing (7educating ~~U.S.C.~~and ~~1(a)(29))),~~curating orclient-centric ~~any~~Blockchain ~~equivalent~~events to ~~exchange,~~connect ~~association,~~entrepreneurs ~~entity~~and orinvestors. ~~organization~~Mr ~~that~~Ambookan ~~has~~is ~~disciplinary~~presently ~~authority~~president ~~over~~of ~~its~~Blockchain ~~members~~Connex orCo. ~~persons~~and ~~associated~~sits ~~with~~on avarious ~~member~~advisory boards of innovative blockchain companies.

Aside from that above, Mr. Ambookan does not hold and has not held over the past five years any other directorships in any company with a class of securities registered pursuant to Section 1612 of the Exchange Act or subject to the requirements of Section 15(Ad) ~~Beneficial~~of ~~Ownership~~the ~~Reporting~~Exchange ~~Compliance~~ Act or any company registered as an investment company under the Investment Company Act of 1940.

~~Section~~Term ~~16(a)~~ of the Exchange Act requires our executive officers, directors and beneficial owner of more than 10% of a registered class of our equity securities to file with the SEC statements of ownership and changes in ownership. The same persons are required to furnish us with copies of all Section 16(a) forms they file. In fiscal year 2011, all of such forms were timely filed. Office

InOur ~~making~~directors ~~these~~are ~~statements,~~elected weto ~~have~~hold ~~relied~~office ~~upon~~until the ~~examination~~next annual meeting of the ~~copies~~shareholders ofand ~~all~~until ~~Section~~their ~~16(a)~~respective ~~forms~~successors ~~provided~~have tobeen uselected and ~~the~~qualified. ~~written~~Our ~~representations~~executive officers ofare appointed by our ~~executive~~board ~~officers,~~of directors and ~~beneficial~~hold ~~owner~~office ofuntil ~~more~~removed ~~than~~by ~~10%~~our board of adirectors ~~registered~~or ~~class~~until oftheir successors ~~our~~are ~~equity securities~~appointed.

43Family Relationships

~~Code~~There ofare ~~Ethics~~no family relationships between our executive officers and directors.

OnOther ~~May~~Significant 4, 2010, our board of directors adopted a code of ethics that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer, and principal accounting officer. The code of ethics addresses, among other things, honesty and ethical conduct, conflicts of interest, compliance with laws, regulations and policies, including disclosure requirements under the federal securities laws, confidentiality, trading on inside information, and reporting of violations of the code. A copy of the code of ethics has been filed as Exhibit 14 to our current report on Form 8-K filed on May 10, 2010. Employees

~~Board~~Other ~~Composition~~than ~~and~~our ~~Committees~~executive officers, we do not currently have any significant employees.

~~The~~Audit board of directors is currently composed of three members, Mr. Chun Lu, Mr. Xiaoxiang Liu and Mr. Wei Zhang. All board action requires the approval of a majority of the directors in attendance at a meeting at which a quorum is present. Committee

~~We currently do not have standing audit, nominating or compensation committees.~~ Our ~~entire~~Audit ~~board~~Committee ofis ~~directors~~comprised ~~handles the functions that would otherwise be handled by each~~ of ~~the committees. We intend, however,~~Directors toSunny ~~establish~~Verma ~~an audit committee, a nominating committee~~ and aPaul compensation committee of the board of directors as soon as practicable. We envision that the audit committee will be primarily responsible for reviewing the services performed by our independent auditorsAmbookan, evaluating our accounting policies and our system of internal controls. The nominating committee would be primarily responsible for nominating directors and setting policies and procedures for the nomination of directors. The nominating committee would also be responsible for overseeing the creation and implementation of our corporate governance policies and procedures. The compensation committee will be primarily responsible for reviewing and approving our salary and benefit policies (including stock options), including compensation of executive officers.

~~None~~The Audit Committee approves the selection of our ~~directors~~independent isaccountants anand ~~audit~~meets ~~committee~~and ~~financial~~interacts ~~expert.~~with the independent accountants to discuss issues related to financial ~~Upon~~reporting. In addition, the ~~establishment~~Audit Committee reviews the scope and results of anthe audit ~~committee~~with the independent accountants, reviews with management and the ~~board~~independent ~~will~~accountants ~~determine~~our ~~whether any~~annual operating results, considers the adequacy of our internal accounting procedures and considers other auditing and accounting matters including fees to be paid to the ~~directors~~independent ~~qualify~~auditor asand anthe ~~audit~~performance of ~~committee~~the ~~financial~~independent ~~expert~~auditor.

~~ITEM~~For ~~11.~~the ~~EXECUTIVE~~fiscal ~~COMPENSATION.~~year ending January 31, 2019, the Audit Committee:

Summary Compensation Table — Fiscal Years Ended December 31, 2011 and 2010

	1.	Reviewed and discussed the audited financial statements with management, and
	2.	Reviewed and discussed the written disclosures and the letter from our independent auditors on the matters relating to the auditor's independence.

~~The~~Based ~~following~~upon ~~table~~the ~~sets~~Audit ~~forth~~Committee’s ~~information concerning all cash~~review and ~~non-cash~~discussion ~~compensation~~of ~~awarded~~the tomatters above, ~~earned~~the byboard orof ~~paid~~directors toauthorized inclusion of the ~~named~~audited ~~persons~~financial statements for ~~services~~ ~~rendered~~the inyear ended ~~all~~January ~~capacities~~31, ~~during~~2019 ~~the~~and ~~noted~~2018 ~~periods.~~to Nobe ~~other~~included ~~executive officer~~in ~~received~~this ~~total~~Prospectus ~~annual~~and ~~salary~~filed ~~and~~with ~~bonus~~the ~~compensation~~Securities inand ~~excess~~Exchange ~~of $100,000~~Commission.

Name and Principal Position	Fiscal Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	All Other Compensation ($)	Total ($)
Chun Lu, Chairman and CEO (1)	2011	7,725	-	-	-	-	7,725
	2010	6,968	-	-	-	-	6,968

The Board has determined that each member of the Audit Committee qualifies as an audit committee financial expert as defined under applicable SEC rules and also meets the additional criteria for independence of audit committee members set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended.

(1) On May 4, 2010, we acquired TEC HK in a reverse acquisition transaction that was structured as a share exchange and in connection with that transaction, Mr. Lu became our Chief Executive Officer, effective immediately. Prior to the effective date of the reverse acquisition, Mr. Lu served in the same capacity with TEC Tower. The annual, long term and other compensation shown in this table include the amount Mr. Lu received from TEC Tower prior to the consummation of the reverse acquisition.23

~~Employment~~Table ~~Agreements~~of Contents

~~Our~~Involvement ~~subsidiary,~~in ~~TEC~~Certain ~~Tower~~Legal entered into an employment agreement with Mr. Chun Lu, our Chairman and Chief Executive Officer,. The employment agreement provides the amount of salary and establishes Mr. Lu’s eligibility to receive a bonus. Mr. Lu currently receives an annual salary of RMB 60,000 (approximately $9,274). Proceedings

~~Other~~Aside ~~than~~from the ~~salary~~following, ~~and~~during ~~necessary~~the ~~social~~past ~~benefits required by~~10 ~~the government~~years, ~~which~~none ~~are~~of ~~defined~~our incurrent ~~the employment agreement~~directors, wenominees ~~currently~~for ~~do not~~directors ~~provide~~or ~~other~~current ~~benefits to the officers at this time. Our~~ executive officers ~~are~~ ~~not~~has ~~entitled~~been toinvolved ~~severance~~in ~~payments~~any ~~upon~~legal ~~the termination of their employment~~proceeding ~~agreements~~identified orin ~~following~~Item a401(f) ~~change~~of inRegulation ~~control.~~S-K, including:

441. Any petition under the Federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he or she was a general partner at or within two years before the time of such filing, or any corporation or business association of which he or she was an executive officer at or within two years before the time of such filing;

We2. ~~have~~Any ~~not~~conviction ~~provided~~in ~~retirement~~a ~~benefits~~criminal ~~(other~~proceeding ~~than~~or abeing ~~state pension~~named ~~scheme~~a insubject ~~which all~~ of ~~our~~a ~~employees~~pending incriminal ~~China~~proceeding ~~participate)~~(excluding ortraffic ~~severance or~~violations ~~change~~and ofother ~~control~~minor ~~benefits to our named executive officers.~~ offenses);

~~Outstanding~~3. ~~Equity~~Being ~~Awards~~subject atto ~~Fiscal~~any ~~Year~~order, ~~End~~judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him or her from, or otherwise limiting, the following activities: i. Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; ii. Engaging in any type of business practice; or iii. Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

~~For~~4. ~~the~~Being ~~year~~subject ~~ended~~to ~~December~~any 31order, ~~2011~~judgment or decree, nonot ~~director~~subsequently orreversed, ~~executive officer~~suspended ~~has~~or ~~received~~vacated, ~~compensation~~of ~~from~~any usFederal ~~pursuant~~or toState ~~any~~authority ~~compensatory~~barring, suspending or ~~benefit~~ ~~plan.~~otherwise ~~There~~limiting isfor nomore ~~plan~~than or60 ~~understanding,~~days ~~express~~the orright ~~implied,~~of such person to ~~pay~~engage in any ~~compensation~~ totype ~~any~~of ~~director~~business regulated by the Commodity Futures Trading Commission, securities, investment, insurance or ~~executive~~banking ~~officer~~activities, ~~pursuant~~or to ~~any~~be ~~compensatory or~~associated ~~benefit~~with ~~plan.~~persons engaged in any such activity;

~~Compensation~~5. Being found by a court of ~~Directors~~competent jurisdiction in a civil action or by the SEC to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

No6. ~~member~~Being offound ~~our~~by ~~Board~~a court of ~~Directors~~competent ~~received~~jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any ~~compensation for~~Federal ~~his~~commodities ~~services~~law, asand athe ~~director~~judgment ~~during~~in such civil action or finding by the ~~year~~Commodity ~~ended~~Futures ~~December~~Trading 31Commission has not been subsequently reversed, ~~2011.~~suspended or vacated;

~~ITEM~~7. 12Being subject to, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: i. ~~SECURITY~~Any ~~OWNERSHIP~~Federal OFor ~~CERTAIN~~State ~~BENEFICIAL~~securities ~~OWNERS~~or ~~AND~~commodities ~~MANAGEMENT~~law ~~AND~~or ~~RELATED~~regulation; ~~STOCKHOLDER~~or ~~MATTERS~~ii. Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or iii. Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

~~Security~~8. ~~Ownership~~Being subject to, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of ~~Certain~~any ~~Beneficial~~self-regulatory ~~Owners~~organization ~~and Management~~(as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

~~The following table sets forth information regarding beneficial~~Item ownership of our common stock as of April 12, 2012 (i) by each person who is known by us to beneficially own more than 5% of our common stock; (ii) by each of our officers and directors; and (iii) by all of our officers and directors as a group11. ~~Unless~~Executive ~~otherwise specified, the address of each of the persons set forth below is in care of the Company, Xinqiao Industrial Park, Jingde County, Anhui Province, 242600, People’s Republic of China.~~ Compensation

Name and Address of Beneficial Owner	Office, If Any	Title of Class	Amount and Nature of Beneficial Ownership(1)	Percent of Class(2)
Officers and Directors
Chun Lu	Chairman and Chief Executive Officer	Common Stock	17,797,372(3)	58.97%
Peter Lim Boon-Lum	Chief Financial Officer	Common Stock	0	*
Jianming Wang	Chief Operating Officer	Common Stock	0	*
Baojia He	Chief Technology Officer	Common Stock	0	*
Xiaoxiang Liu	Director	Common Stock	0	*
Wei Zhang	Director		0	*
All officers and directors as a group (6 persons named above)		Common Stock	17,797,372	58.97%
5% Security Holders
Hua Peng Phillip Wong		Common Stock	17,797,372(3)	58.97%
AMTT Digital A Limited		Common Stock	4,130,000	13.68%
Jian Wu		Common Stock	4,130,000(4)	13.68%
Ying Liu		Common Stock	2,490,129	8.25%

The table below summarizes all compensation awarded to, earned by, or paid to our former or current executive officers for the fiscal years ended January 31, 2020 and 2019.

* Less than 1%

SUMMARY COMPENSATION TABLE

Name

and

principal

position

Year

Salary($)

Bonus

($)

Stock

Awards

($)

Option

Awards

($)

Non-Equity

Incentive Plan

Compensation

($)

Nonqualified

Deferred

Compensation

Earnings ($)

All Other

Compensation

($)

Total

($)

Aron Govil
CEO and Director

2020

2019

(1)	Beneficial Ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Each of the beneficial owners listed above has direct ownership of and sole voting power and investment power with respect to the shares of our common stock.
(2)	A total of 30,181,552 shares of our common stock are considered to be outstanding pursuant to SEC Rule 13d-3(d)(1) as of April 12, 2012. For each beneficial owner above, any options exercisable within 60 days have been included in the denominator.
(3)	The shares held by Mr. Wong are subject to an option agreement, dated May 4, 2010, which gives our Chief Executive Officer, Mr. Lu, an option to acquire 17,797,372 shares our common stock currently owned by Mr. Wong. For details regarding this option agreement, see “Changes in Control” below.
(4)	Includes 4,130,000 shares held by AMTT Digital A Limited, a company owned and controlled by Mr. Wu.

45Table of Contents

~~Changes~~Outstanding inEquity ~~Control~~Awards At Fiscal Year End

OnAs ~~May~~at 4,January ~~2010~~31, ~~our Chairman and Chief Executive Officer~~2020, ~~Mr. Chun~~we ~~Lu,~~did entered into an option agreement with Hua Peng Phillip Wong, pursuant to which Mr. Lu was granted an option to acquire all of the shares of our common stock currently owned by Mr. Wong for an exercise price of $1,000,000. Mr. Lu may exercise this option, in whole but not inhave part, during the period commencing on the 365th day following of the date of the option agreement and ending on the second anniversary of the date thereof. After Mr. Lu exercises this option, he will be our controlling stockholder. We are not aware of any ~~other~~outstanding ~~arrangements which~~equity ~~if consummated may result in a change of control of our Company~~awards.

~~Securities~~Item ~~Authorized~~12. ~~for~~Security ~~Issuance~~Ownership of ~~Under~~Certain ~~Equity~~Beneficial ~~Compensation Plans~~Owners and Management and Related Stockholder Matters

WeThe dofollowing ~~not~~table ~~have~~sets ~~any~~forth, ~~compensation~~as ~~plans~~of inMay 7, ~~effect~~2020, ~~under~~certain ~~which~~information as to shares of our common stock owned by (i) each person known by us to beneficially own more than ~~equity~~5% ~~securities~~of ~~are~~our ~~authorized~~outstanding common stock, (ii) each of our directors, and (iii) all of our executive officers and directors as a group. Unless otherwise stated, the address for ~~issuance~~each beneficial owner is at 112 W 34 St., Ste 18006 New York, NY 10016.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

	Common Stock					Series A Preferred Stock
Name and Address of Beneficial Owner						Number of Shares Owned
	Number of Shares Owned		Percent of Class(1)(2)					Percent of Class(1)(2)
Aron Govil		4,000,000		68	%		1,000,000		100%
All Directors and Executive Officers as a Group (1 person)		4,000,000		68	%		1,000,000		100%
5% Holders
Savivar Assets Holdings Inc. (3)		500,000		9	%		—		—
1170 Gulf Blvd. Ste. 2001
Clearwater, FL 33767
Allied Combustion Systems &		470,000		8	%		—		—
Construction Co Limited. (4)
Room 21F Futura Plaza 111 Hov Kwun Tong Hong Kong
Thames Energy Consultants Ltd. (5)		600,000		10	%
1 Austin Rd.
W. Kowloon, Hong Kong

Transactions with Related Persons

	(1)	Pursuant to Rules 13d-3 and 13d-5 of the Exchange Act, beneficial ownership includes any shares as to which a shareholder has sole or shared voting power or investment power, and also any shares which the shareholder has the right to acquire within 60 days, including upon exercise of common shares purchase options or warrants.
	(2)	The percent of class is based on 5,866,932 shares of common stock outstanding and 1,000,000 shares of Series A Preferred Stock outstanding as of May 7, 2020.
	(3)	Beneficially owned by Saagar Govil, son of Aron Govil
	(4)	Beneficially owned by James Wang
	(5)	Beneficially owned by Mr. Zu Yang

~~The following includes a summary of transactions since the~~Item ~~beginning~~13. ofCertain ~~the~~Relationships ~~2011 fiscal year, or any currently proposed transaction, in which we were or are to be a participant~~ and ~~the~~Related ~~amount involved exceeded or exceeds the lesser of $120~~Transactions,~~000~~ ~~or one percent of the average of our total assets at year end for the last two completed fiscal years,~~ and inDirector ~~which any related person had or will have a direct or indirect material interest (other than compensation described under Item 11 “Executive Compensation”).~~ Independence

WeExcept ~~have~~as ~~borrowed~~provided ~~money~~in ~~from~~“Description ~~time~~of Business” toand ~~time~~“Executive ~~from~~Compensation” ~~Mr.~~set Luforth above, ~~our~~for ~~chief~~the ~~executive officer.~~past ~~Such~~two ~~borrowings~~fiscal doyears ~~not~~there ~~bear~~have ~~interest~~not been, ~~are~~and there ~~unsecured~~is ~~and~~not ~~have~~currently ~~no stated~~proposed, ~~maturity~~any ~~date.~~transaction Asor series of ~~December~~similar ~~31,~~transactions ~~2011,~~to which we ~~owed~~were ~~him~~or will be a participant in which the amount involved exceeded or will exceed the lesser of $4120,~~103~~000 or one percent of the average of our total assets at year-end for the last two completed fiscal years,~~965~~ and in which any director, executive officer, holder of 5% or more of any class of our ~~connection~~capital ~~with~~stock ~~these~~or ~~borrowings.~~any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest.

~~Except~~Item as14. ~~set~~Principal ~~forth~~Accounting inFees our discussion above, none of our directors, director nominees or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and ~~regulations~~ ~~of the SEC.~~ Services

~~Director~~Below ~~Independence~~is the table of audit fees billed by our auditors in connection with the audits of the Company’s annual financial statements for the years ended:

We currently do not have any independent directors, as the term “independent” is defined by the rules of the Nasdaq Stock Market.

Financial Statements for the Year Ended January 31		Audit Services	Audit Related Fees		Tax Fees		Other Fees
	2020	$ 10,000	$	0	$	0	$	0
	2019	$ 20,000	$	0	$	0	$	0

~~ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.~~25

~~Independent~~Table ~~Auditors’~~of ~~Fees~~ Contents

~~The~~PART ~~following is a summary of the fees billed to the Company for professional services rendered for the fiscal years ended December 31, 2011 and 2010:~~ IV

		Year Ended December 31,
		2011		2010
Audit Fees	$	70,000	$	55,000
Audit-Related Fees		-		16,000
Tax Fees		-		-
All Other Fees		-		8,300
TOTAL	$	70,000	$	79,300

Item 15. Exhibits, Financial Statements Schedules

46(a) Financial Statements and Schedules

~~“Audit~~The ~~Fees”~~following ~~consisted of fees billed for professional services rendered by the principal accountant for the audit of our annual~~ financial statements and ~~review~~schedules listed ofbelow ~~the~~are ~~financial statements~~ included in ~~our~~this Form 10-K ~~and 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements~~.

~~“Audit-Related~~Financial ~~Fees”~~Statements ~~consisted~~(See ofItem fees billed for assurance and related services by the principal accountant that were reasonably related to the performance of the audit or review of our financial statements and are not reported under the paragraph captioned “Audit Fees” above.8)

~~“Tax~~(b) ~~Fees” consisted of fees billed for professional services rendered by the principal accountant for tax returns preparation.~~Exhibits

“All Other Fees” consisted of fees billed for products and services provided by the principal accountant, other than the services reported above under other captions of this Item 14.

Exhibit Number		Description
3.1		Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the registration statement on Form S-1 filed by the Company on September 9, 2019)
3.2		Bylaws (incorporated by reference to Exhibit 3.2 of the registration statement on Form S-1 filed by the Company on September 9, 2019)
3.3		Certificate of Designation (incorporated by reference to Exhibit 3.2 of the registration statement on Form S-1 filed by the Company on September 9, 2019)
31.1		Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	101	The following materials from the Company’s Annual Report on Form 10-K for the year ended January 31, 2020 formatted in Extensible Business Reporting Language (XBRL).

~~Pre-Approval Policies and Procedures~~ 26

~~Under~~Table ~~the Sarbanes-Oxley Act~~ of 2002, all audit and non-audit services performed by our auditors must be approved in advance by our board of directors to assure that such services do not impair the auditors’ independence from us. In accordance with its policies and procedures, our board of directors pre-approved the audit service performed by Madsen & Associates CPA’s, Inc. for our financial statements as of and for the year ended December 31, 2011. Contents

47 SIGNATURES

~~PART~~In IVaccordance 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.

~~ITEM 15. EXHIBITS~~Telidyne, ~~FINANCIAL STATEMENT SCHEDULES~~Inc.

Financial Statements and Schedules

By:	/s/ Aron Govil
	Chief Executive Officer, Principal Executive Officer, Chief Financial Officer, Principal Financial Officer,Principal Accounting Officer and Director
	May 11, 2020

~~The~~In ~~financial~~accordance ~~statements~~with ~~are~~Section ~~set~~13 ~~forth~~or ~~under~~15(d) ~~Item~~of 8the ofExchange Act, this ~~annual~~ report onhas ~~Form~~been ~~10-K.~~signed ~~Financial~~below ~~statement~~by ~~schedules~~the ~~have~~following ~~been~~persons ~~omitted since~~on ~~they~~behalf ~~are~~of ~~either~~the ~~not~~registrant ~~required,~~and ~~not~~in ~~applicable,~~the orcapacities ~~the~~and ~~information~~on ~~is otherwise~~the ~~included.~~dates indicated:

Exhibit List

By:	/s/ Aron Govil
	Chief Executive Officer, Principal Executive Officer, Chief Financial Officer, Principal Financial Officer,Principal Accounting Officer and Director
	May 11, 2020

The list of exhibits in the Exhibit Index to this Report is incorporated herein by reference.

By:	/s/ Sunny Verma
	Director
	May 11, 2020

By:	/s/ Paulson Ambookan
	Director
	May 11, 2020

48 27

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

Date: April 16, 2012

TEC TECHNOLOGY, INC. By: /s/ Chun Lu Chun Lu Chief Executive Officer By: /s/ Peter Lim Boon-Lum Peter Lim Boon-Lum Chief Financial Officer

In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Chun Lu	Chairman and Chief Executive Officer	April 16, 2012
Chun Lu	(Principal Executive Officer)
/s/ Peter Lim Boon-Lum	Chief Financial Officer (Principal Financial and Accounting Officer)	April 16, 2012
Peter Lim Boon-Lum
/s/ Xiaoxiang Liu	Director	April 16, 2012
Xiaoxiang Liu
/s/ Wei Zhang	Director	April 16, 2012
Wei Zhang

TEC TECHNOLOGY, INC. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS END DECEMBER 31, 2011 AND DECEMBER 31, 2010

TEC TECHNOLOGY, INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	PAGE
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-1
CONSOLIDATED BALANCE SHEETS	F-2
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME	F-3
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY	F-4
CONSOLIDATED STATEMENTS OF CASH FLOWS	F-5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	F-6 – F-27

Madsen & Associates CPAs, Inc. 684 East Vine Street #3, Murray, UT 84107 PHONE: (801) 268-2632 FAX: (801) 268-3978

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders TEC TECHNOLOGY, INC. AND SUBSIDIARIES

We have audited the accompanying consolidated balance sheets of TEC Technology, Inc. and Subsidiaries (the Company) as of December 31, 2011 and December 31, 2010 and the consolidated statements of income and comprehensive income, the consolidated statements of stockholders’ equity and the consolidated statements of cash flows for the years ended December 31, 2011 and December 31, 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

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

In our opinion, these consolidated financial statements referred to above present fairly, in all material aspects, the consolidated financial position of the Company as of December 31, 2011 and December 31, 2010, and the consolidated results of its operations and cash flows for the years ended December 31, 2011 and December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.

Madsen & Associates CPA’s, Inc.

Salt Lake City, Utah April 10, 2012

F - 1

TEC TECHNOLOGY, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2011 AND DECEMBER 31, 2010

		2011		2010
ASSETS
Current assets
Cash and cash equivalents	$	2,599,456	$	2,526,710
Restricted cash		217,884		1,164,598
Accounts receivable, net of allowance for doubtful accounts		22,073,636		14,356,352
Inventory		4,103,140		5,235,074
Deposits and prepaid expenses		3,424,272		5,439,579
Other receivables		5,383,315		1,626,039
Taxes recoverable		39,020		2,389
Total current assets		37,840,723		30,350,741
Property and equipment
Property and equipment, net of accumulated depreciation		3,830,076		3,790,765
Land use rights, net of accumulated amortization		8,092,235		2,071,771
Construction in progress		3,442,799		473,355
		15,365,110		6,335,891
Total assets	$	53,205,833	$	36,686,632
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	6,572,945	$	8,313,633
Other payables and accrued expenses		4,632,845		704,790
Due to related parties		4,103,965		2,789,568
Taxes payables		475,061		44,608
Customer deposits		763,520		80,331
Short term borrowings		20,335,024		12,938,582
		36,883,360		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 shares issued and outstanding as of December 31, 2011 and December 31, 2010, respectively		30,182		30,182
Additional paid in capital		1,105,454		1,024,891
Retained earnings		12,559,830		10,077,006
Accumulated other comprehensive income		1,228,817		683,041
Total TEC Technology, Inc. and subsidiaries stockholders’ equity		14,924,283		11,815,120
Non-controlling interests		1,398,190		-
Total stockholders’ equity		16,322,473		11,815,120
Total liabilities and stockholders’ equity	$	53,205,833	$	36,686,632

F - 2

TEC TECHNOLOGY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31 2011 AND DECEMBER 31, 2010

		2011			2010
Revenues	$	32,898,649		$	32,241,333
Cost of goods sold		24,342,639			21,548,571
Gross profit		8,556,010			10,692,762
Selling and marketing expenses		(2,116,071	)		(1,393,886	)
General and administrative expenses		(2,469,519	)		(1,845,865	)
Net income from operations		3,970,420			7,453,011
Other income (expenses)
Government grant		219,544			190,758
Other income		26,957			15,469
Interest expense		(1,251,045	)		(896,464	)
Net other income (expenses)		(1,004,544	)		(690,237	)
Net income before provision for income taxes		2,965,876			6,762,774
Provision for income taxes		(483,052	)		(1,023,711	)
Net income		2,482,824			5,739,063
Less: Net income attributable to the non-controlling interests		-			-
Net income attributable to the TEC Technology, Inc. and subsidiaries		2,482,824			5,739,063
Other comprehensive gain
Foreign currency translation gain		545,776			355,141
Comprehensive income		3,028,600		$	6,094,204
Less: Other income attributable to the non-controlling interest		-			-
Comprehensive income attributable to the TEC Technology, Inc. and subsidiaries	$	3,028,600		$	6,094,204
Weighted average numbers of common shares
Basic		30,181,552			26,519,175
Diluted		30,181,552			26,519,175
Earnings per share
Basic	$	0.08		$	0.22
Diluted	$	0.08		$	0.22

See accompanying notes of these consolidated financial statements F - 3

TEC TECHNOLOGY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2011 AND DECEMBER 31, 2010

	Preferred stock		Common stock									Accumulated
							Additional					other		Non-
	Par value : $0.001		Par value : $0.001				paid-in			Retained		comprehensive		controlling
	Shares	Amount	Shares		Amount		capital			earnings		income		interests		Total
Balance as of January 1, 2010	-	-	19,194,421	$	19,195	$	849,278		$	4,337,943	$	327,900	$	-	$	5,534,316
Recapitalization - reverse merger acquisition of HGHN	-	-	10,987,131		10,987		(10,987	)		-		-		-		-
Issuance of warrant	-	-	-		-		186,600			-		-		-		186,600
Net income for the year	-	-	-		-		-			5,739,063		-		-		5,739,063
Foreign currency translation gain	-	-	-		-		-			-		355,141		-		355,141
Balance as of December 31, 2010	-	-	30,181,552		30,182		1,024,891			10,077,006		683,041		-		11,815,120
Net income for the year	-	-	-		-		-			2,482,824		-		-		2,482,824
Issuance of warrant	-	-	-		-		62,200			-		-		-		62,200
Capital contributed by directors assuming debts of Company	-	-	-		-		18,363			-		-		-		18,363
Capital contribution from non-controlling interest to a subsidiary	-	-	-		-		-			-		-		1,398,190		1,398,190
Foreign currency translation gain	-	-	-		-		-			-		545,776		-		545,776
Balance as of December 31, 2011	-	-	30,181,552	$	30,182	$	1,105,454			12,559,830	$	1,228,817	$	1,398,190	$	16,322,473

F - 4

TEC TECHNOLOGY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31 2011 AND DECEMBER 31 2010

		2011			2010
Cash flows from operating activities
Net income for the year	$	2,482,824		$	5,739,063
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		356,292			266,127
Loss on disposal of property and equipment		540			-
Amortization of land use rights		44,504			42,494
Allowance for bad and doubtful debts		107,545			70,000
Stock based compensation		62,200			155,000
Changes in operating assets and liabilities
Decrease (increase) in restricted cash		946,714			(1,164,598	)
Decrease in inventory		1,131,934			1,831,713
Increase in deposits and prepaid expenses		(1,645,191	)		(2,723,342	)
Increase in accounts receivable		(7,894,829	)		(5,634,510	)
(Increase) decrease in other receivables		(3,757,276	)		2,549,551
(Increase) decrease in taxes recoverable		(36,631	)		2,500
Increase (decrease) in taxes payable		430,453			(1,262,307	)
(Decrease) increase in accounts payable		(1,740,688	)		3,301,409
Increase (decrease) in customer deposits		683,189			(33,536	)
Increase/(decrease) in other payables and accrued expenses		3,928,055			(2,920,129	)
Increase in due to related parties		1,314,397			2,789,568
Net cash (used in) provided by operating activities		(3,585,968	)		3,009,003
Cash flows from investing activities
Disposal proceeds of property and equipment		5,408			-
Purchases of property and equipment		(258,180	)		(605,968	)
Payment for construction in progress		(2,969,444	)		(473,355	)
Purchases of land use rights		(2,257,486	)		-
Net cash used in investing activities		(5,479,702	)		(1,079,323	)
Cash flows from financing activities
Capital contribution from non-controlling interest to a subsidiary		1,398,190			-
Proceeds from short term borrowings		20,335,024			3,327,280
Repayment of short term borrowings		(12,938,582	)		(3,516,484	)
Net cash provided by (used in) financing activities		8,794,632			(189,204	)
Effects on exchange rate changes on cash		343,784			621,307
Increase in cash and cash equivalents		72,746			2,361,783
Cash and cash equivalents, beginning of year		2,526,710			164,927
Cash and cash equivalents, end of year		2,599,456			2,526,710
Supplementary disclosures of cash flow information:
Cash paid for interest		1,251,045			897,620
Cash paid for income taxes		376,205			2,196,414
Non cash transactions:
Issuance of warrant		62,200			186,600
Capital contributed by directors assuming debts of Company		18,363			-
Acquisition of land use rights from deposits and prepaid expenses		3,628,898			-

See accompanying notes of these consolidated financial statements F - 5

TEC TECHNOLOGY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.	BUSINESS ORGANIZATION
	TEC Technology, Inc. (formerly known as Highland Ridge, Inc., Sea Green, Inc., Americom Networks Corp. and Americom Networks International, Inc.) was incorporated on July 22, 1988 in the State of Delaware, United States of America. (the “Company” or “TEC US”). On June 9, 2010, the Company changed its name from Highland Ridge, Inc. to TEC Technology, Inc.
	On May 4, 2010, the Company completed a reverse acquisition transaction pursuant to a share exchange agreement among the Company, TEC Technology Limited, a Hong Kong limited company (“TECT”) and TECT’s sole stockholder, Mr. Hua Peng Phillip Wong, whereby the Company acquired 100% of the issued and outstanding capital stock of TECT in exchange for 19,194,421 shares of the Company’s common stock, 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 acquisition of TECT, the Company now owns all of the issued and outstanding capital stock of TECT, which in turn owns Anhui TEC Tower Co., Ltd. (“ATEC”); and Shuncheng Taida Technology Co., Ltd. (“STT”). ATEC currently owns 90% of Zhejiang TEC Tower Co., Ltd. (“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 US as the acquired party. Upon completion of the exchange, TECT became a wholly owned subsidiary of TEC US. On the same date, Mr. Chun Lu, Chairman of the Board and Chief Executive Officer of TEC US, entered into an option agreement with TECT 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 365th day following of the date of the option agreement and ending on the second anniversary of the date 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 was established on December 7, 2009 as a PRC limited company with ATEC owning 90% of equity interest and Ms. Yiping Zhu, an individual, owning 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 transmission cable towers.
	STT was incorporated in the PRC on January 20, 2010. STT has not commenced operations and its main business will include engineering consultancy and design 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. STT deregistered on November 30, 2011. 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.
	On December 5, 2011, the Company passed a resolution concerning a change of the Company’s domicile from Delaware to Nevada (the “Reincorporation”), to be accomplished by (i) incorporating a new wholly-owned subsidiary of the Company in Nevada to be named TEC Technology, Inc. (“TEC Nevada”) and (ii) merging the Company with and into TEC Nevada, with TEC Nevada, with TEC Nevada continuing as the surviving entity, pursuant to the terms set forth in an agreement and plan of merger to be entered between the Company and TEC Nevada (Plan of Merger).
2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
	2.1	FISCAL YEAR
		The Company has adopted December 31 as its fiscal year end.

F - 6

TEC TECHNOLOGY, INC. AND SUBSIDIARIES 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:

Name of subsidiary	Place of incorporation	Date of incorporation	Percentage of interest	Principal activity
TEC Technology Limited	Hong Kong	November 24, 2009	100% directly	Investment holding
Anhui TEC Tower Co., Limited	People’s Republic of China	April 19, 2007	100% 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 technical consulting services
Zhejiang TEC Tower Co., Limited	People’s Republic of China	December 7, 2009	90% directly	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 towers
Shuncheng Taida Technology Co., Limited	People’s Republic of China	January 20, 2010	0% (2010:100%) directly	The company deregistered on November 30, 2010. 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

	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”). All material inter-company transactions and balances have been eliminated in consolidation.
		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 acquisition was accounted for as a reverse merger with TECT being the legal acquirer. The accounting treatment for this transaction is essentially recapitalization of ATEC with TECT’s common stock.

F - 7

TEC TECHNOLOGY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
	2.3	BASIS OF CONSOLIDATION AND PRESENTATION (CONTINUED)
		On May 4, 2010, the Company completed a reverse acquisition transaction pursuant to a share exchange agreement among the Company, TECT and TECT’s sole stockholder, Mr. Hua Peng Phillip Wong, whereby the Company acquired 100% of the issued and outstanding capital stock of TECT in exchange for 19,194,421 shares of the Company’s common stock, 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 acquisition of TECT, the 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 US as the acquired party.
		Upon completion of the share exchange, TECT became a wholly owned subsidiary of TEC US. On the same date, Mr. Chun Lu, Chairman of the Board and Chief Executive Officer of TEC US, entered into an option agreement with TECT 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 the Company’s common stock 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 365th day following of the date of the option agreement and ending on the second anniversary of the date thereof.
		Prior to the acquisition of ATEC by TECT, neither TECT nor TEC US had active business operations. For reporting purposes, the Company has assumed that Mr. Lu has exercised his option immediately and thus TEC US, TECT and ATEC were effectively under common control of Mr. Lu when the Company acquired ATEC. The acquisition transactions between (i) TEC US and TECT and (ii) TECT and ATEC are therefore accounted for as reverse mergers.
		For accounting purposes, the combination of the company and TECT was accounted for as a reverse merger with ATEC as the accounting acquirer and TEC US and TECT as the accounting acquiree and the acquisition of ZTEC and STT was accounted for under the acquisition method with TECT 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 share exchange transaction.
		STT deregistered on November 30, 2011.
		TEC US, TECT, ATEC, and ZTEC are hereafter collectively referred to as the Company.
	2.4	USE OF ESTIMATES
		The preparation of consolidated financial statements requires us 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	ECONOMIC AND POLITICAL 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’s 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.

F - 8

TEC TECHNOLOGY, INC. AND SUBSIDIARIES 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.
		Technical consulting service income is recognized when the relevant service is rendered.
		Government grants are is recognized upon (i) the Company having substantially accomplished what must be done pursuant to the terms of the policies and terms of the grant that are established by the local government ; and (ii) the Company receives notification from the local government that the Company has satisfied all of the requirements to receive the government grants; and (iii) the amounts are received.
		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 $1,568,865 and $755,840 for the years ended December 31, 2011 and December 31, 2010, respectively.
	2.8	ADVERTISING
		Advertising costs are expensed as incurred and totaled $7,215 and $43,550 for the years ended December 31, 2011 and December 31, 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 $0 and $0 as incurred for the years ended December 31, 2011 and December 31, 2010, 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	CASH 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 which 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.

F - 9

TEC TECHNOLOGY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
	2.11	FOREIGN CURRENCY TRANSLATION AND OTHER COMPREHENSIVE INCOME
		The reporting currency of the Company is United States Dollars ($). The functional currency of the Company is United States Dollars ($) and the functional currency of its subsidiaries ATEC, ZTEC, and TECT is the Chinese Renminbi (RMB).
		For those entities whose functional currency is other than the U.S. dollars, all assets and liabilities are translated at historical exchange 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 $1,228,817 as of December 31, 2011 and $683,041 as of December 31, 2010. The balance sheet amounts with the exception of equity at December 31, 2011 and December 31, 2010 were translated at RMB6.36 to $1.00 and RMB6.61 to $1.00, respectively. The average translation rates applied to the statements of income and of cash flows for the years ended December 31, 2011 and December 31, 2010 were RMB6.47 to $1.00 and RMB6.78 to $1.00, respectively.
	2.12	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-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. Our adoption of these pronouncements will have an impact on the manner in which we account for any future acquisitions.
	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”. The adoption of this standard has not had material impact on our consolidated financial statements.

F - 10

TEC TECHNOLOGY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
	2.14	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 lives of the assets.

	Assets Classifications	Estimated useful life
	Buildings	50 years
	Plant and machinery	5 years
	Furniture, fixtures and office equipment	5 years
	Motor vehicles	5 years

		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 consolidated statement 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
		Land use rights represent acquisition of land use rights of industrial land from local government and are amortized on the straight line over their respective lease periods. The lease period of agriculture land is 50 years.
	2.16	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.
	2.17	IMPAIRMENT OF LONG-LIVED ASSETS AND INTANGIBLE ASSETS
		In accordance with ASC Topic 360,”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 December 31, 2011 and December 31, 2010, the Company determined no impairment charges were necessary.

F - 11

TEC TECHNOLOGY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
	2.18	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.
	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) and net realizable value.
		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 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
		The Company maintains reserves for potential credit losses on accounts receivable. Management reviews he composition of accounts receivable and analyzes historical bad debts, customers concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns and changes in customer payment patterns to evaluate the adequacy of these reserves. Reserves are primarily on a specific identification basis.
		The standard credit period of the Company’s most of clients is three months. Management evaluates the collectability of the receivables at least quarterly. The estimated average collection period was 90 days as of December 31, 2011 and December 31, 2010. Bad debts written off for the years ended December 31, 2011 and December 31, 2010 are $67,545 and $0, respectively and included in administrative expenses. The Company has recorded allowances for doubtful debts in the amount of $40,000 and $70,000, respectively for the years ended December 31, 2011 and December 31, 2010 and included in administrative expenses.
	2.21	INCOME TAXES
		The Company accounts for income taxes under the provisions of ASC740 “Accounting for Income 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 December 31, 2011 and December 31, 2010.
		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 - 12

TEC TECHNOLOGY, INC. AND SUBSIDIARIES 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-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.
		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. 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.
	2.22	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 provides 0% of sales income for product warranties for the years ended December 31, 2011 and December 31, 2010 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. The product warranty reserve was $0 as of December 31, 2011 and December 31, 2010. The Company has not experienced any warranty losses in the past.
	2.24	WEIGHTED AVERAGE NUMBER OF SHARES
		On May 4, 2010, the Company entered into a share 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.

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TEC TECHNOLOGY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
	2.25	CONCENTRATIONS OF CREDIT RISK
		Cash includes demand deposits in accounts maintained at banks within the People’s Republic of China. Total cash in these banks as of December 31, 2011 and December 31, 2010 amounted to $2,575,714 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:

	2011	2010
Customer A	33.54%	-
Customer B	20.86%	24.15%
Customer C	17.06%	-
Customer D	12.03%	17.98%
Customer E	6.37%	-
Customer F	-	11.42%
Customer G	-	8.75%
Customer H	-	5.38%
	89.86%	67.68%

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

	2011	2010
Customer A	25.73%	-
Customer B	20.21%	-
Customer C	19.19%	31.46%
Customer D	11.24%	-
Customer E	5.64%	16.73%
Customer F	-	12.57%
Customer G	-	9.89%
Customer H	-	7.82%
	82.01%	78.47%

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TEC TECHNOLOGY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
	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 years ended December 31, 2011 and December 31, 2010, basic and diluted earnings per share amount to $0.08 and $0.22, respectively.
	2.27	FAIR 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 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.
		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 December 31, 2011 or December 31, 2010, 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 years ended December 31, 2011 or December 31, 2010.
	2.28	STOCK-BASED COMPENSATION
		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 31st 2010 and March 31st of 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.

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TEC TECHNOLOGY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
	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.
3.	NEW ACCOUNTING PRONOUNCEMENTS
	The Company does not expect any recent accounting pronouncements to have a material effect on the Company’s financial position, results of operations, or cash flows.
	In January 2011, the FASB issued an Accounting Standard Update (ASU”) No, 2011-01, Receivables Topic 310):Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses, to be concurrent with the effective date of the guidance for determining what constitutes a troubled debt restructuring, as presented in proposed Accounting Standards Update, Receivables (Topic 310): Clarifications to Accounting for Troubled Debt Restructurings by Creditors. The amendments in this Update apply to all public-entity creditors that modify financing receivables within the scope of the disclosure requirements about troubled debt restructurings in Update 2010-20. Under the existing effective date in Update 2010-20, public-entity creditors would have provided disclosures about troubled debt restructurings for periods beginning on or after December 15, 2010. The amendments in this Update temporarily defer that effective date, enabling public-entity creditors to provide those disclosures after the Board clarifies the guidance for determining what constitutes a troubled debt restructuring. The deferral in this Update will result in more consistent disclosures about troubled debt restructurings. This amendment does not defer the effective date of the other disclosure requirements in Update 2010-20. In the proposed Update for determining what constitutes a troubled debt restructuring, the Board proposed that the clarifications would be effective for interim and annual periods ending after June 15, 2011. For the new disclosures about troubled debt restructurings in Update 2010-20, those clarifications would be applied retrospectively to the beginning of the fiscal year in which the proposal is adopted. The Company does not expect the adoption of ASU 2011-01 to have a significant impact on its consolidated financial statements.
	In April 2011, the FASB issued ASU No. 2011-03, Transfers and Servicing (Topic 860): Reconsideration of Effective Control for Repurchase Agreements (ASU 2011-03), intended to improve financial reporting of repurchase agreements and refocus the assessment of effective control on a transferor’s contractual rights and obligations rather than practical ability to perform those rights and obligations. The guidance in ASU 2011-03 is effective for the first interim or annual period beginning on or after December 15, 2011. The Company does not expect the adoption of ASU 2011-03 to have a significant impact on its consolidated financial statements.
	In May 2011, the FASB issued ASU No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (ASU 2011-04). ASU 2011-04 represents the converged guidance of the FASB and the International Accounting Standards Board (IASB) on fair value measurement. A variety of measures are included in the update 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 these requirements, the FASB 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 does not expect the adoption of ASU 2011-04 to have a significant impact on its consolidated financial statements.

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TEC TECHNOLOGY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3.	NEW 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 single continuous statement of comprehensive income or in two separate but consecutive statements. Amendments under ASU 2011-05 for public entities should be applied retrospectively for fiscal years, and interim periods within those years, beginning December 15, 2011. The Company is evaluating the impact adoption of ASU 2011-05 and does not expect the adoption of ASU 2011-05 will have significant impact on its consolidated financial statements.
	In July 2011, the FASB issued accounting guidance on disclosures about the credit quality of financing receivables and the allowance for credit losses. The guidance expands disclosures for the allowance for credit losses and financing receivables by requiring entities to disclose information at disaggregated levels. It also requires disclosure of credit quality indicators, past due information and modifications of financing receivables. The Company does not expect the adoption of this guidance to have a significant impact on its consolidated financial statements.
	In September 2011, the FASB issued Intangibles – Goodwill and Other (Topic 350) – Testing Goodwill for Impairment (ASU No. 2011-08), which amends ASC 350 to first assess qualitative factors before performing the quantitative goodwill impairment testing. The ASU provides the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the results of the qualitative analysis indicate it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, the quantitative two-step impairment test, which is required under current U.S. GAAP, would not be necessary. The ASU is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The Company does not expect the adoption of this guidance to have a significant impact on its consolidated financial statements.

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TEC TECHNOLOGY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4.	INCOME TAXES
	No 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 TECT did not have any assessable profits for the years ended December 31, 2011 and December 31, 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. 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’s subsidiary ATEC is made at the unified EIT rate of 25% for the year ended December 31, 2010 but ATEC is entitled to a refund of 10% according to local preferential tax policy for manufacturing 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’s subsidiary ATEC is made at the local preferential EIT rate of 15% for the year ended December 31, 2011.
	The company’s subsidiaries ZTEC and STT have not commenced their business; therefore no provision for income taxes has been made for the years ended December 31, 2011 and December 31, 2010.
	The following table reconciles the U.S statutory rates to the company’s effective tax rate for the year ended December 31, 2011:

	2011
	$
U.S. Statutory rates	34%
Foreign income not recognized in USA	(34	)
Hong Kong profits tax	16.50
Offshore income not recognized in Hong Kong	(16.50	)
China Enterprise income tax rate for high technology	15
	15%

Provision for income taxes is as follows:
		2011		2010
Income tax
TEC US - US corporate tax	$	-	$	-
TECT - Hong Kong profits tax		-		-
ATEC - China EIT		483,052		1,023,711
ZTEC and STT - China EIT		-		-
Deferred tax		-		-
	$	483,052	$	1,023,711

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TEC TECHNOLOGY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5. CASH AND CASH EQUIVALENTS

			2011			2010
	Cash and bank balances	$	2,599,456		$	2,526,710

6.	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 $217,884 and $1,164,598 as of December 31, 2011 and December 31, 2010, respectively.
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. The Company has recorded allowances for doubtful debts in the amount of $40,000 and $70,000, respectively for the years ended December 31, 2011 and December 31, 2010 and included in administrative expenses. As such, all accounts receivables are reflected as a current asset and allowance for doubtful debt has been recorded of $110,000 and $70,000 as of December 31, 2011 and December 31, 2010. Bad debts written off for the years ended December 31, 2011 and December 31, 2010 are $67,545 and $0, respectively and included in administrative expenses.
	Aging of accounts receivable is as follows:

		2011		2010
within 3 months	$	19,042,331	$	13,658,262
over 3 months and within 6 months		2,495,223		356,438
over 6 months and within 1 year		536,082		341,652
over 1 year		-		-
	$	22,073,636	$	14,356,352

During the years ended December 31, 2011 and 2010, the Company entered into factoring agreements with three banks to factor some of the accounts receivable of the Company. These receivables are factored to the bank “with recourse”, which means that the company has pledged these factored receivable as collateral for the banks to advance funds to the Company under a line of credit arrangement. As of December 31, 2011, accounts receivable includes the amounts of $6,603,143 (2010: $3,151,959) that was factored to the Industrial and Commercial Bank, PRC for collection.

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TEC TECHNOLOGY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8. INVENTORY

		2011		2010
Raw materials	$	2,000,478	$	2,590,642
Work in progress		2,007,258		2,644,432
Consumables		95,404		-
		4,103,140		5,235,074

9. DEPOSITS AND PREPAID EXPENSES

		2011		2010
Guarantee and utility deposits	$	1,252,489	$	828,170
Deposit for acquisition of land use rights		-		518,753
Land levelling, design fees and stamp duty prepaid expenses		-		3,110,145
Prepaid expenses		873,539		91,091
Advances to suppliers and services providers		1,245,406		874,436
Prepayment for purchase of property and equipment		27,964		2,269
Advances to logistic service providers		24,874		14,715
	$	3,424,272	$	5,439,579

Guarantee deposits are provided to financial institutions in return for issuance of a corporate guarantee to financiers. 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. Advances to suppliers as service providers are down payments or deposits for inventory purchases and provision of services. The inventory and services are normally delivered and rendered within one to two months after the payments have been made. 10. OTHER RECEIVABLES

		2011		2010
Due from employees	$	1,803,342	$	963,416
Due from third parties		3,572,672		661,156
Others		7,301		1,467
	$	5,383,315	$	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 business transactions.

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TEC TECHNOLOGY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11. TAXES RECOVERABLE

			2011			2010
	VAT recoverable	$	39,020		$	2,389

12. PROPERTY AND EQUIPMENT

		2011			2010
Buildings	$	2,684,739		$	2,584,596
Plant and machinery		1,518,712			1,351,729
Furniture, fixtures and office equipment		434,036			123,716
Motor vehicles		137,757			294,812
		4,775,244			4,354,853
Less: Accumulated depreciation		(945,168	)		(564,088	)
Net book value	$	3,830,076		$	3,790,765

	Depreciation expense was $356,292 and $266,127 for the years ended December 31, 2011 and December 31, 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 $5,886,384 and the land use right will expire in 2061.

		2011			2010
Cost	$	8,248,098		$	2,178,255
Less: Accumulated amortization		(155,863	)		(106,484	)
Net book value	$	8,092,235		$	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 $44,504 and $42,494 for the years ended December 31, 2011 and December 31, 2010, respectively. .

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TEC TECHNOLOGY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

14. CONSTRUCTION IN PROGRESS

		2011		2010
Construction of office building	$	678,511	$	473,355
Construction of workshop		2,764,288		-
	$	3,442,799	$	473,355

15. OTHER PAYABLES AND ACCRUED EXPENSES

		2011		2010
Due to third parties	$	3,394,045	$	603,824
Due to employees		3,928		8,359
Due to sundry service providers		404,001		-
Guarantee deposits		309,487		-
Accruals		499,261		92,607
Others		22,123		-
	$	4,632,845	$	704,790

Due to third parties and employees are unsecured, interest free and without a fixed term of repayment and are for unspecific business purposes. 16. DUE TO RELATED PARTIES

			2011			2010
	Due to Chairman and his affiliates	$	4,103,965		$	2,789,568

Due to Chairman and his affiliates are unsecured, interest free and without a fixed term of repayment and are for unspecific business purposes. 17. TAXES PAYABLE

		2011		2010
Enterprise income tax payable	$	152,541	$	42,557
VAT payable		321,267		-
Individual income tax payable		1,253		2,051
	$	475,061	$	44,608

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TEC TECHNOLOGY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 December 31, 2011 and December 31, 2010, customer deposits amounted to $763,520 and $80,331, respectively.
19.	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 ratings 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		2011			2010
Industrial and Commercial Bank, Longshou Branch, PRC	6.06% - 6.71%	From February 10, 2012 to March 23, 2012	$	2,670,700	* ^	$	3,864,182
China Merchant Bank, Heifei branch, PRC	7.32%	February 10, 2012		2,356,500	^		1,512,400
China Everbright Bank, Heifei branch, PRC	5.56%	November 22, 2011		-			4,537,200
Huishang Bank, Xuancheng branch, PRC	7.11% - 7.88%	From February 25, 2012 to August 5, 2012		7,855,000	* +		3,024,800
China Construction Bank, Jingde Country branch, PRC	5.85% - 6.10%	From May 21, 2012 to January 12, 2012		2,739,824	^		-
The Export Import Bank of China, Anhui Province, PRC	4.76%	December 16, 2012		4,713,000	+		-
			$	20,335,024		$	12,938,582

* secured by land use rights + secured by third party’s guarantee ^ secured by restricted cash and accounts receivable

20.	COMMON STOCK
	The Company has authorized Preferred “B” stock of 10,000,000 shares with a par value of $0.001. As of December 31, 2011 and December 31, 2010, the company has not issued any preferred shares.
	The Company has authorized common stock of 300,000,000 shares with a par value of $0.001.
	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 December 31, 2011, and December 31, 2010, the Company has outstanding 30,181,552 issued common shares with a par value of $0.001 per share respectively.

F - 23

TEC TECHNOLOGY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

21.	COMMITMENTS AND CONTINGENCIES
	Total lease expenses for the years ended December 31, 2011 and December 31, 2010 was $122,397 and $22,309, respectively.
	The future minimum lease payments as of December 31, 2011 were as follows:

		2011
Year ended December 31, 2012	$	86,405
Year ended December 31, 2013		95,046
	$	181,451

From time to time and in the ordinary course of business, the Company may be subject to various claims, charges, and litigation. As of December 31, 2011 and December 31, 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.

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 amounts of the potential damages are listed below:

		2011		2010
Liquidated damages for
- investment relation service with CCG	$	90,000	$	90,000

22.	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 and $155,000 in stock based compensation expense for the years ended December 31, 2011 and December 31, 2010. As of December 31, 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 per share - Strike price of $2.00

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TEC TECHNOLOGY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

22. STOCK OPTIONS & WARRANTS (CONTINUED) 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 $248,800 when they vested in four equal installations on June 30, September 30, December 31 of 2010 and March 31, 2011.

	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 December 31, 2011	80,000	2.00	June 15, 2015

	Utilizing the Black Scholes option-pricing model, the share based compensation expense for the years ended December 31, 2011 and 2010 were $93,800 and $155,000, respectively.
23.	OBLIGATION UNDER MATERIAL CONTRACTS
	CCG Investor Relations Partners LLC, CCG, an investor relations firm 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 shall have a term of 5 years and expires on June 15, 2015 and contains $90,000 liquidated damages provision for breach of such exclusivity. As of December 31, 2011, CCG had not exercised the warrant and had not purchased any shares of the Company’s stock.
24.	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) 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-lived assets located in foreign countries. The Company’s net revenue from external customers by main product lines is as follows:

		2011		2010
Domestic sales
Communication towers	$	7,318,673	$	9,539,546
Electricity supply towers		7,869,181		17,439,897
Telecommunication equipment		-		1,740,173
Scrap		48,285		587,276
		15,236,139		29,306,892
Export sales
Communication towers		738,171		2,176,167
Electricity supply towers		16,649,722		715,589
		17,387,893		2,891,756
Technical service income		274,617		42,685
	$	32,898,649	$	32,241,333

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TEC TECHNOLOGY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

25.	RELATED PARTIES TRANSACTIONS
	In addition to the transactions and balances as disclosed elsewhere in these consolidated financial statements, during the years, the company had no other significant related party transactions.
	On January 13, 2010, we entered into and closed a share purchase agreement with Michael Anthony, our CEO at the time, and certain accredited purchasers signatory thereto, pursuant to which we sold an aggregate of 10,880,000 shares of our common stock for a total of $225,000. Simultaneously with and as a condition to the closing of the share purchase agreement, we 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.

	Name of related party	Nature of transactions
	Mr. Chun Lu, CEO, Chairman and his affiliates	Included in due to related parties, due to Chairman and his affiliates is $4,103,965 and $2,789,568 as of December 31, 2011 and December 31, 2010, respectively. The amount is unsecured, interest free and has no fixed term of repayment.

F – 26

EXHIBIT INDEX

Exhibit No.		Description
2.1		Share Exchange Agreement, dated May 4, 2010, among the Company, TEC Technology Limited and its shareholders (incorporated by reference to Exhibit 2.2 of the current report on Form 8-K filed by the Company on May 10, 2010)
3.1		Certificate of Incorporation of the Company, as amended to date (incorporated by reference to Exhibit 3.1 of the annual report on Form 10-K filed by the Company on April 5, 2011)
3.2		Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s 10-Q filed on September 22, 2008)
10.1		Side Letter, dated May 4, 2010, among the Company, Wong Hua Peng Phillip and certain transferees (incorporated by reference to Exhibit 10.4 of the current report on Form 8-K filed by the Company on May 10, 2010)
10.2		Stock Purchase Agreement, dated January 13, 2010, by and among the Company, Michael Anthony and the accredited investors signatory thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 13, 2010)
10.3		Repurchase Agreement, dated January 13, 2010, among the Company, Corporate Services International Profit Sharing and Century Capital Partners, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 13, 2010)
10.4		Equity Transfer Agreement, dated February 22, 2010, between Chun Lu and TEC Technology Limited (English Translation) (incorporated by reference to Exhibit 10.3 of the current report on Form 8-K filed by the Company on May 10, 2010)
10.5		Procurement Contract, dated June 23, 2009, between Anhui TEC Tower Co. Ltd. and ZTE (Shenzhen) Kangxun Telecom Co., Ltd. (English Translation) (incorporated by reference to Exhibit 10.10 of the current report on Form 8-K filed by the Company on May 10, 2010)
10.6		Technology Transfer (Patent Exploitation License) Contract (Valve Spring), dated June 25, 2009, between Anhui TEC Tower Co. Ltd. and Anhui University of Technology and Science (English Translation) (incorporated by reference to Exhibit 10.11 of the current report on Form 8-K filed by the Company on May 10, 2010)
10.7		Technology Transfer (Patent Exploitation License) Contract (Mechanical Lift), dated June 25, 2009, between Anhui TEC Tower Co. Ltd. and Anhui University of Technology and Science (English Translation) (incorporated by reference to Exhibit 10.12 of the current report on Form 8-K filed by the Company on May 10, 2010)
10.8		Technology Transfer (Patent Exploitation License) Contract (U-Shape Bolt), dated June 25, 2009, between Anhui TEC Tower Co. Ltd. and Anhui University of Technology and Science (English Translation) (incorporated by reference to Exhibit 10.13 of the current report on Form 8-K filed by the Company on May 10, 2010)
10.9		Technology Transfer (Patent Exploitation License) Contract (MDF Test Module), dated June 25, 2009, between Anhui TEC Tower Co. Ltd. and Hangzhou Tianye Communication Equipment Co. Ltd. (English Translation) (incorporated by reference to Exhibit 10.14 of the current report on Form 8-K filed by the Company on May 10, 2010)
10.10		Technology Transfer (Patent Exploitation License) Contract (MDF Security Unit), dated June 25, 2009, between Anhui TEC Tower Co. Ltd. and Hangzhou Tianye Communication Equipment Co. Ltd. (English Translation) (incorporated by reference to Exhibit 10.15 of the current report on Form 8-K filed by the Company on May 10, 2010)
10.11		Loan Contract, dated February 8, 2010, between Anhui TEC Tower Co. Ltd. and Huishang Bank, Xuancheng Branch (English Translation) (incorporated by reference to Exhibit 10.6 of the current report on Form 8-K filed by the Company on May 10, 2010)
10.12		Loan Contract, dated November 23, 2009, between Anhui TEC Tower Co. Ltd. and China Everbright Bank (English Translation) (incorporated by reference to Exhibit 10.5 of the current report on Form 8-K filed by

Exhibit No.		Description
		the Company on May 10, 2010)
10.13		Crediting Agreement, dated September 27, 2009, between Anhui TEC Tower Co. Ltd. and China Merchants Bank, Hefei Sipailou Branch (English Translation) (incorporated by reference to Exhibit 10.7 of the current report on Form 8-K filed by the Company on May 10, 2010)
10.14		Lease Agreement, dated August 31, 2009, between Mr. Chen and Mr. Jie Ding (English Translation) (incorporated by reference to Exhibit 10.16 of the current report on Form 8-K filed by the Company on May 10, 2010)
10.15		Labor Contract, dated January 1, 2010, between Anhui TEC Tower Co. Ltd. and Chun Lu (English Translation) (incorporated by reference to Exhibit 10.8 of the current report on Form 8-K filed by the Company on May 10, 2010)
10.16		Labor Contract, dated September 9, 2009, between Anhui TEC Tower Co. Ltd. and Debin Chen (English Translation) (incorporated by reference to Exhibit 10.9 of the current report on Form 8-K filed by the Company on May 10, 2010)
14		Code of Ethics of the Company adopted on May 4, 2010 (incorporated by reference to Exhibit 14 of the current report on Form 8-K filed by the Company on May 10, 2010)
21*		Subsidiaries of the Company
31.1*		Certifications of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certifications of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Chief Financial Officer 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).

*Filed herewith

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