8k Filing
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
December 31, 2006
Date of Report (Date of earliest event reported)
GREATER CHINA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 000-15937 223057451
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(State or other jurisdiction (Commission (IRS Employer File
of incorporation) Identification No.) Number):
One Rockefeller Plaza, Suite 1010
New York, NY 10020
(Address of principal executive offices) (Zip Code)
(212) 765-4547
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
INFORMATION TO BE INCLUDED IN THE REPORT
Item 3.02 Unregistered Sales of Equity Securities.
(a) If the registrant sells equity securities in a transaction that is not registered under the Securities Act, furnish the information set forth in paragraphs (a) and (c) through (e) of Item 701 of Regulation S-K or Regulation S-B, as applicable (17 CFR 229.701(a) and (c) through (e) and 228.701(a) and (c) through (e), respectively). For purposes of determining the required filing date for the Form 8-K under this Item 3.02(a), the registrant has no obligation to disclose information under this Item 3.02 until the registrant enters into an agreement enforceable against the registrant, whether or not subject to conditions, under which the equity securities are to be sold. If there is no such agreement, the registrant must provide the disclosure within four business days after the occurrence of the closing or settlement of the transaction or arrangement under which the equity securities are to be sold.
a. The date, title and amount of securities sold: December 31, 2006, Common Stock, 1,141,071.
c. For securities sold for cash, the total offering price and the total underwriting discounts or commissions. For securities sold other than for cash, describe the transaction and the type and amount of consideration received by the small business issuer: All securities were issued in negotiated transactions either (i) in cancellation of prior indebtedness of the issuer or
(ii) for services rendered or to be rendered.
d. The section of the Securities Act or the rule of the Commission under which the small business issuer claimed exemption from registration and the facts relied upon to make the exemption available: Section 4(2) of the Securities Act of 1933. No general solicitation or advertising was employed in connection with these transactions and each stockholder had a pre- existing relationship with the issuer, either as a creditor or as a service provider.
e. If the information called for by this paragraph (e) is being presented on Form 8-K, Form 10-QSB, Form 10-Q, Form 10-KSB or Form 10-K under the Exchange Act, and where the securities sold by the registrant are convertible or exchangeable into equity securities, or are warrants or options representing equity securities, disclose the terms of conversion or exercise of the securities: The securities are not convertible.
Item 9.01 Financial Statements and Exhibits.
List below the financial statements, pro forma financial information and exhibits, if any, filed as a part of this report.
Greater China Corporation
Statement of Income and Expense ($US)
Ordinary Income/Expense
Jan-Dec 2006 Jan-Dec 2005
Expense
Administration Fees
$ 120,000 $ 120,000
Advisor Fees
$ 45,000 $ -
Agents Fee
$ 100 $ 100
Bank Charges
$ 541 $ 373
Corporate Expense
$ 3,400 $ 65,747*
Corporate Restructuring
$ - $ 129,910*
Corporate Services
$ 500 $ 101,300*
Directors Fees
$ 18,750 $ -
Directors Meeting
$ 2,210 $ -
Edgar Filing
$ 1,000 $ -
Financing Expense
$ 2,000 $ 39,062*
Franchise Tax
$ 910 $ 775
Investor Relations
$ 9,350 $ -
Legal & Professional
$ 33,024 $ 19,148
Meeting
$ 123 $ 155
Office
$ 562 $ 20,050*
Rent
$ 42,000 $ 42,000
Transfer Agent
$ 5,900 $ 2,135
Travel
$ 2,737 $ 45,000
Total Expense
$ 288,105 $ 585,755
Net Ordinary Income
$ (288,105)$ (585,755)
Net Income
$ (288,105)$ (585,755)
* Includes one-time expenses associated with corporate restructuring.
Greater China Corporation
Balance Sheet ($US)
ASSETS
Dec 31 2006 Dec 31 2005
Current Assets
Checking/Savings
Cash In Bank
$ 1,691 $ 2
Total Checking/Savings
$ 1,691 $ 2
Other Current Assets
Due For Professional Services
$ 57,120 $ 60,000
Loan to Affiliates
$ 5,000 $ -
Total Other Current Assets
$ 62,120 $ 60,000
Total Current Assets
$ 63,811 $ 60,002
TOTAL ASSETS
$ 63,811 $ 60,002
LIABILITIES & EQUITY
Liabilities
Current Liabilities
Other Current Liabilities
Accrued Expenses
$ 31,624 $ -
Due For Administrative Services
$ 106,840 $ 59,300
Total Other Current Liabilities
$ 138,464 $ 59,300
Total Current Liabilities
$ 138,463 $ 59,300
Total Liabilities
$ 138,464 $ 59,300
Equity
Additional Paid-In Capital
$ 6,727,644 $ 6,545,743
Common Stock
$ 456,885 $ 426,035
Retained Earnings
$(6,969,401) $(6,383,646)
Treasury Stock
$ (1,675) $ (1,675)
Net Income
$ (288,105) $ (585,755)
Total Equity
$ (74,653) $ 702
TOTAL LIABILITIES & EQUITY
$ 63,811 $ 60,002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
GREATER CHINA CORPORATION
(Registrant)
Date: April 19, 2007 By: /s/John W. Allen
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John W. Allen, President
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