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15-Nov-2005

Quarterly Report


ITEM 2 MANAGEMENT`S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

FORWARD-LOOKING INFORMATION

Much of the discussion in this Item is " forward looking" as that term is used in
Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. Actual operations and results may materially differ from present plans and projections due to changes in economic conditions, new business opportunities, changed business conditions, and other developments. Other factors that could cause results to differ materially are described in our filings with the Securities and Exchange Commission.

The following are factors that could cause actual results or events to differ materially from those anticipated, and include, but are not limited to general economic, financial and business conditions, changes in and compliance with governmental laws and regulations, including various state and federal environmental regulations, our ability to obtain additional financing from outside investors and/or bank and mezzanine lenders; and our ability to generate sufficient revenues to cover operating losses and position us to achieve positive cash flow.

Readers are cautioned not to place undue reliance on the forward-looking statements contained herein, which speak only as of the date hereof. We believe the information contained in this Form 10-QSB to be accurate as of the date hereof. Changes may occur after that date. We will not update that information except as required by law in the normal course of our public disclosure practices.

Additionally, the following discussion regarding our financial condition and results of operations should be read in conjunction with the financial statements and related notes contained in Item 1 of Part I of this Form 10-QSB.

RESULTS OF OPERATIONS



The following table sets forth the items in our consolidated statements of
operations for the periods indicated.

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Three months ended Nine months ended
September 30, September 30,
------------------------- ---------------------------
2005 2004 2005 2004
----------- --------- ------------ ----------
Revenue $ 1,464,203 $ 70,000 $ 5,465,157 $ 261,014
Cost of revenue (91,113 ) (43,381 ) (2,748,121 ) (102,359 )
Gross profit 1,373,090 26,619 2,717,036 158,655
General and administrative expenses (884,941 ) (24,762 ) (1,329,433 ) (200,280 )
Income / (loss) from operations 488,149 1,857 1,387,603 (41,625 )
Other income 59 6,848 2,920 41,942
Share of results in an associate 57,079 - 144,561 -
Interest expense (13,245 ) (9,903 ) (37,072 ) (14,721 )
Income / (loss) before income tax 532,042 (1,198 ) 1,498,012 (14,404 )
Income tax (expense) / credit (59,110 ) 4,695 (129,977 ) 13,111
Minority interests (156,142 ) (1,604 ) (215,097 ) (4,102 )
Net income / (loss) 316,790 1,893 1,152,938 (5,395 )


REVENUE. The Company reported total revenue of $1,464,203 for the three month period ended September 30, 2005 as compared to $70,000 for the three month period ended September 30, 2004. During the nine month periods ended September 30, 2005 and 2004, the revenue increased to $5,465,157 from $261,014. This increase in the three and nine month revenue are mainly due to the sale of GM Bio-Carriers amounted to $0.8million, technical consultancy fee of $0.6 million in the third quarter of 2005 coupled with completion of one turnkey engineering waste water project in Le Chang City in the first quarter of 2005 and the completion of the remaining 15% construction of the waste water treatment plant of Xian Yang City and one turnkey engineering waste water project in Yong Ji Economic Development Zone and the revenue from Tian Jin BOT waste water treatment plant.

COST OF REVENUE. Our total cost of revenue increased from $43,381 to $91,113 in the three month periods ended September 30, 2005 and 2004. During the nine month periods ended September 30, 2005 and 2004, the cost of revenue increased to $2,748,121 from $102,359. The increase in cost of revenue for the three and nine month periods ended September 30, 2005 is mainly due to the cost of revenue for the turnkey engineering waste water projects in Le Chang City and Yong Ji Economic Development Zone plus cost for the completion of the waste water treatment plant of Xian Yang City.

GROSS PROFIT. Gross profit as a percentage of revenue for the three month periods ended September 30, 2005 and 2004 were 93.8% or $1,373,090 and 38.0% or $26,619, respectively. During the nine month periods ended September 30, 2005 and 2004, the gross profit increased to $2,717,036 from $158,655. The percentage of gross margin is higher in the three month period ended September 30, 2005 as compared to that in the three month period ended September 30, 2004 as the revenue for the three month period ended September 30, 2005 included consultancy fee which has minimal cost of revenue.

GENERAL AND ADMINISTRATIVE EXPENSES. Our total general and administrative expenses for the three month periods ended September 30, 2005 and 2004 were $884,941 and $24,762 respectively. During the nine month periods ended September 30, 2005 and 2004, the general and administrative expenses increased to $1,329,434 from $200,280. The principal

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components of general and administrative expenses are administrative salaries and benefits, depreciation, finance cost, traveling expenses, rental and other general administration costs. The increase in general and administrative expenses for the three month periods ended September 30, 2005 as compared to that of September 30, 2004 is mainly due to the finance and legal cost associated with the private placement and, to a lesser extent, the expansion of the company since last year.

NET INCOME / (LOSS). We had a net income, after income tax and minority interests, of $316,790 and $1,893 respectively for the three month periods ended September 30, 2005 and 2004. During the nine month period ended September 30, 2005, net income, after income tax and minority interests, increased to $1,152,938 from a net loss of $5,395 for the nine month period ended September 30, 2004.

LIQUIDITY AND CAPITAL RESOURCES

Our principal sources of liquidity are our cash and cash flow we generate from operations and financing activities. Net cash used in operating activities during the nine month period ended September 30, 2005 was $962,652 while net cash provided by operating activities during the nine month period ended September 30, 2004 was $919,320. Net cash used in operating activities in the nine month period ended September 30, 2005 consisted of net income of $1,152,938, adjustment for non-cash items of $170,433 and $2,286,023 used in operating activities. Cash flow from operating activities consisted primarily of a decrease in accounts receivable of $6.87 million due to receipts from customers amounts fall due, decrease in accounts payable of $3.96 million due to payments made to our suppliers and increase in prepayments, deposits and other receivables of $4.59 million.

In April 2005, we conducted the private placement sale of 20 units, at $25,000 per unit, for the gross proceeds of $500,000. Each unit consisted of (a) one 12% convertible debenture in the original principal amount of $25,000, convertible into shares of our common stock at the rate of the lesser of (i) $0.20 per share or (ii) a 10% discount to the price per share of common stock (or conversion price per share of common stock) of the next private placement conducted by us prior to any conversion of the debenture, and (b) 125,000 detachable warrants to purchase one share each of our common stock at an exercise price of $0.20 per share, expiring ten years from their date of issuance. The debentures are due and payable August 1, 2005. The debenture holders have, however, extended the payment period to September 30, 2005. All the debenture holders have converted the debentures into 3,703,701 shares of our common stock on October 1, 2005.

On September 14, 2005, we closed the private placement sale to accredited investors of units consisting of shares of our common stock and warrants to purchase shares of our common stock for aggregate gross proceeds of $4.83 million. Pursuant to the subscription agreements entered into with the investors, we issued to the investors 161 units at a price of $30,000 per unit. Each unit consisted of 200,000 shares of our common stock, priced at $0.15 per share, and warrants to purchase 200,000 shares of our common stock over a five year period at an exercise price of $0.20 per share. Pursuant to the terms of the subscription agreements, we granted the investors limited registration rights for all common shares comprising the units, including the common shares issuable on exercise of the warrants.

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We anticipate raising capital from outside investors coupled with bank or mezzanine lenders to fund the Company`s expansion plan. As of the date of this report, other than as disclosed, we have not entered into any negotiations with any third parties to provide such capital. We anticipate that our current financing strategy of private debt and equity offerings will meet our anticipated objectives and business operations for the next 12 months. We continue to evaluate opportunities for corporate development. Subject to our ability to obtain adequate financing at the applicable time, we may enter into definitive agreements on one or more of those opportunities.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

Our financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management`s application of accounting policies. Critical accounting policies include revenue recognition, impairment of assets and accounting for allowance of accounts receivable.

REVENUE RECOGNITION. - Revenue from fixed price long-term turnkey engineering contracts is recognized on the percentage of completion method for individual contracts. Revenues are recognized in the ratio that costs incurred bear to total estimated contract costs. The use of the percentage of completion method of revenue recognition requires estimates of percentage of project completion. Changes in job performance, estimated losses on uncompleted contracts are made in the period in which such losses are determinable. In instances when the work performed on fixed price turnkey engineering contracts is of relatively short duration, we use the completed contract method of accounting whereby revenue is recognized when the work is completed.

Revenue arising from waste water treatment is recognized based on waste water treated as recorded by meters read during the year.

IMPAIRMENT OF ASSETS. The Group`s policy is to periodically review and evaluate whether there has been a permanent impairment in the value of long-lived assets. Factors considered in the evaluation include current operating results, trends and anticipated undiscounted estimated future cash flows that is expected to result from the use of the asset, or other measure of fair value, is less than the carrying value.

ALLOWANCES FOR ACCOUNTS RECEIVABLE. The Group`s provisioning policy for bad and doubtful debt is based on the evaluation of collectability and aging analysis of accounts receivable and on management`s judgment. The Group does no require collateral or other security to support client`s receivables. The Group conducts periodic review of its clients`

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financial condition and customer payment practice to minimize collection risk on accounts receivable. This review is based on a considerable amount of judgment which is required in assessing the ultimate realization of these receivables, including the current creditworthiness and the past collection history of each customer. During the third quarter of 2005 financial period, the Group had not made any allowance for doubtful debts.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements.

[Nina_Trader]

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[jxs]

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