UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
 _____________________
  FORM 10-Q
 _____________________
  x
                QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  For
the quarterly period ended March 31, 2009
  o
                TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 For the transition period from
______to______.
  Chaolei
Marketing and Finance Company
 (Exact
name of registrant as specified in the Charter)
  Florida
                      
                      000-50214
                      
                      65-0968839(State
      or other jurisdiction of
                        incorporation
      or organization)
                      
                      (Commission
      File No.)
                      
                      (IRS
      Employee Identification
No.)
 
 2416
Lincoln Street, Hollywood, FL 33020
 (Address
of Principal Executive Offices)
 (Address
of Principal Executive Offices)
 
 (305)
909-6987
 (Issuer
Telephone number)
  Indicate
by check mark whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or
for such shorter period that the issuer was required to file such reports), and
(2) has been subject to such filing requirements for the past 90
days.
 Yes x        No
o
  Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
 Yes o        No
o
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company filer.
 See definition of “accelerated filer” and “large accelerated filer” in
Rule 12b-2 of the Exchange Act (Check one):
  Large
      accelerated filer
              o
              
              Accelerated
      filer
              oNon-accelerated
      filer
                (Do
      not check if a smaller reporting company)
              o
              
              Smaller
      reporting company
              x
  Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2
of the Exchange Act.
 Yes o         No
 x
  State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of May 13, 2009:  59,999,756 shares of common stock.
   
  CHAOLEI
MARKETING AND FINANCE COMPANY
 
 FORM
10-Q
 
 March
31, 2009
  TABLE
OF CONTENTS
 
 PART
      I— FINANCIAL INFORMATIONItem
      1.
                Financial
      Statements
                1Item
      2.
                Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                10Item
      3.
                Quantitative
      and Qualitative Disclosures About Market Risk
                13Item
      4T.
                Controls
      and Procedures
                13PART
      II— OTHER INFORMATIONItem
      1.
                Legal
      Proceedings
                14Item
      1A.
                Risk
      Factors
                14Item
      2.
                Unregistered
      Sales of Equity Securities and Use of Proceeds
                14Item
      3.
                Defaults
      Upon Senior Securities
                14Item
      4.
                Submission
      of Matters to a Vote of Security Holders
                14Item
      5.
                Other
      Information
                14Item
      6.
                Exhibits
                14SIGNATURES
   
   PART
1 - FINANCIAL INFORMATION
  Item
1.                      Financial
Statements
   CHAOLEI
MARKETING AND FINANCE
 COMPANY
 BALANCE
SHEETS
  ASSETSMarch
      31,
                            
                            
                            December
      31,2009
                            
                            
                            2008(Unaudited)
                            
                            
                            (Audited)CURRENT
      ASSETSCash
                            
                            $
                            1,964
                            
                            
                            $
                            14,567Accounts
      receivable
                            
                            
                            -
                            
                            
                            
                            14,308Total
      current assets
                            
                            
                            1,964
                            
                            
                            
                            28,875Intangible
      asset
                            
                            
                            53,794
                            
                            
                            
                            53,794TOTAL
      ASSETS
                            
                            $
                            55,758
                            
                            
                            $
                            82,669LIABILITIES AND STOCKHOLDERS’
      EQUITYCURRENT
      LIABILITIESAccounts
      payable and accrued expenses
                            
                            $
                            13,278
                            
                            
                            $
                            12,000Total
      current liabilities
                            
                            
                            13,278
                            
                            
                            
                            12,000COMMITMENTS
      AND CONTINGENCIESSTOCKHOLDERS’
      EQUITYPreferred  stock,
      $0.001 par value, 10,000,000 shares authorized,  none issued and
      outstanding
                            
                            $
                            -
                            
                            
                            $
                            -Common
      stock, $0.001 par value, 100,000,000 shares
      authorized,  59,999,756 shares issued and outstanding, as of
      March 31, 2009 and December 31, 2008
                            
                            
                            60,000
                            
                            
                            
                            60,000Additional
      paid in capital
                            
                            
                            114,416
                            
                            
                            
                            114,416Accumulated
      deficit
                            
                            
                            (131,936
                            )
                            
                            
                            (103,747
                            )Total
      Stockholders’ Equity
                            
                            
                            42,480
                            
                            
                            
                            70,669TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY
                            
                            $
                            55,758
                            
                            
                            $
                            82,669
  The accompanying notes are
an integral part of these financial statements
  1
   CHAOLEI
MARKETING AND FINANCE COMPANY
 STATEMENTS
OF OPERATIONS
   For
      The Three Months Ended
                      March
      31,2009
                    
                    
                    2008REVENUE
                    
                    $
                    15,677
                    
                    
                    $
                    69,753OPERATING
      EXPENSESGeneral
      and administrative
                    
                    
                    17,600
                    
                    
                    
                    15,208Professional
      fees
                    
                    
                    26,267
                    
                    
                    
                    31,827Total
      operating expenses
                    
                    
                    43,867
                    
                    
                    
                    47,035Other
      income (expense):Interest
      income
                    
                    
                    -
                    
                    
                    
                    3NET
      INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES
                    
                    
                    (28,190
                    )
                    
                    
                    22,721Provision
      for income taxes
                    
                    
                    -
                    
                    
                    
                    -NET
      INCOME (LOSS)
                    
                    $
                    (28,190
                    )
                    
                    $
                    22,721Net
      loss per share - basic and diluted
                    
                    $
                    0.00
                    
                    
                    $
                    (0.00
                    )Weighted
      average number of shares outstanding during the period - basic and
      diluted
                    
                    
                    59,966,756
                    
                    
                    
                    59,966,648
  The accompanying notes are
an integral part of these financial statements
  2
  CHAOLEI
MARKETING AND FINANCE COMPANY
 STATEMENTS
OF CASH FLOWS
   For
      The Three Months Ended
                        March
      31,2009
                      
                      
                      2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      income (loss)
                      
                      $
                      (28,190
                      )
                      
                      $
                      22,721Adjustments
      to reconcile net income (loss) to net cash provided in operating
      activities:Change
      in assets and  liabilitiesDecrease
      (increase) accounts receivable
                      
                      
                      14,308
                      
                      
                      
                      (55,264
                      )Increase
      (decrease) accounts payable and accrued expenses
                      
                      
                      1,279
                      
                      
                      
                      2,100Net
      cash provided by operating activities
                      
                      
                      (12,603
                      )
                      
                      
                      (30,443
                      )CASH
      FLOWS FROM FINANCING  ACTIVITIES:Capital
      contribution related parties
                      
                      
                      -
                      
                      
                      
                      -Net
      cash used in financing activities
                      
                      
                      -
                      
                      
                      
                      -NET
      (DECREASE) IN CASH
                      
                      
                      (12,603
                      )
                      
                      
                      (30,443
                      )CASH
      AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
                      
                      
                      14,567
                      
                      
                      
                      64,952CASH
      AND CASH EQUIVALENTS AT END OF PERIOD
                      
                      $
                      1,964
                      
                      
                      $
                      34,509Supplemental
      disclosure of non cash investing & financing
    activities:Cash
      paid for income taxes
                      
                      $
                      -
                      
                      
                      $
                      -Cash
      paid for interest expense
                      
                      $
                      -
                      
                      
                      $
                      -Common
      stock issued for services
                      
                      $
                      -
                      
                      
                      $
                      -Non-cash
      capital contributions from related parties
                      
                      $
                      -
                      
                      
                      $
                      -
  The accompanying notes are
an integral part of these financial statements
 3
  CHAOLEI
MARKETING AND FINANCE COMPANY
 NOTES TO
FINANCIAL STATEMENTS
 March 31,
2009
 
 NOTE 1 –
ORGANIZATION
  Organization
  Chaolei
Marketing and Finance Company (the Company) was established to act as a sales,
marketing and finance agent of Sichuan Chaolei Industry Stock Co, Ltd. (CICO), a
company organized in the People’s Republic of China that mines silicon, produces
poly- and mono- crystalline silicon ingots and wafers for use in photovoltaic
cells and computer chips.  Additionally, CICO owns a subsidiary
company that produces pipes for hydroelectric projects.
 
 Chaolei
Marketing and Finance Company (previously BioTex Holdings, Inc.) was
incorporated on December 17, 1999 under the laws of the State of Florida to
engage in any lawful corporate undertaking, including, but not limited to,
selected mergers and acquisitions.
  The
financial statements are presented on the basis that the Company is a going
concern, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business over a reasonable length of time.
The Company has incurred operating losses since its inception. This condition
raises substantial doubt as to the Company’s ability to continue as a going
concern.
 
 As
reflected in the accompanying financial statements, the Company has a net loss
of $28,190 for the three months ended March 31, 2009, and accumulated net losses
of $131,936. These factors raise substantial doubt about the Company’s ability
to continue as a going concern.
 
 While the
Company believes in the viability of its strategy to improve sales volume and in
its ability to raise additional funds, there can be no assurances to that
effect. The ability of the Company to continue as a going concern is dependent
on the Company’s ability to further implement its business plan, generate
revenue, and secure additional financing. The Company believes it is taking
actions to further implement its business plan and generate revenue, including
additional financing which the Company is currently pursuing, but the Company
will not be able to continue as a going concern in the absence of obtaining
sufficient funding. The financial statements do not include any adjustments that
might be necessary if the Company is unable to continue as a going
concern.
  Interim
reporting
 
 The
accompanying interim unaudited financial information has been prepared pursuant
to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included
in financial statements prepared in accordance with accounting principles
generally accepted in the United States of America have been condensed or
omitted pursuant to such rules and regulations. In the opinion of
management, all adjustments, consisting only of normal recurring adjustments,
necessary to present fairly the financial position of the Company as of March
31, 2009 and the related operating results and cash flows for the interim period
presented have been made. The results of operations of such interim period are
not necessarily indicative of the results of the full year. This financial
information should be read in conjunction with the Consolidated Financial
Statements and Notes thereto included in the Company’s Annual Report on Form
10-K for the year ended December 31, 2008.
 
 
 4
 CHAOLEI
MARKETING AND FINANCE COMPANY
 NOTES TO
FINANCIAL STATEMENTS
 March 31,
2009
 NOTE 2 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Use of
Estimates
 
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statement and the reported amounts of revenues and
expenses during the reporting period. Estimates that are critical to the
accompanying financial statements arise from the determination of the fair value
of the Company’s investment. Because such determination involves subjective
judgment, it is at least reasonably possible that the Company’s estimates could
change in the near term with respect to this matter.
 
 Revenue
Recognition
 
 The
Company derives its revenue from the sale of mined silicon, and poly- and
mono-crystaline silicon ingots and wafers. The Company presents revenue in
accordance with Staff Accounting Bulletin (SAB) No. 104 “Revenue Recognition in
Financial Statements”.  Under SAB 104, revenue is realized when
persuasive evidence of an arrangement exists, delivery has occurred, the price
is fixed or determinable and collectability is reasonably assured.
 
 Accounts
Receivable
 
 The
Company is required to estimate the collectability of its accounts receivable.
The Company's reserve for doubtful accounts is estimated by management based on
a review of historic losses and the age of existing receivables from specific
customers.  The Company considers all accounts receivable collectible
as of March 31, 2009 and, therefore, no reserve has been recorded.
 
 Concentration of Credit
Risk
 
 During
the three months ended March 31, 2009 and 2008 one customer accounted for 100%
of the Company's sales.
 
 Income
Taxes
 
 The
Company accounts for income taxes under Statement of Financial Accounting
Standards (SFAS) No. 109, Accounting for Income Taxes (SFAS No. 109).
Deferred income tax assets and liabilities are determined based upon differences
between financial reporting and tax bases of assets and liabilities and are
measured using the enacted tax rates and laws that will be in effect when the
differences are expected to reverse. Due to the net loss incurred in all
periods, there is no provision for income taxes provided as a full valuation
allowance has been established.
  Net Loss Per
Share
 
 Basic and
diluted net losses per common share are presented in accordance with SFAS
No.128, Earning Per Share (SFAS No. 128), for all periods
presented.
 
 
 5
 CHAOLEI
MARKETING AND FINANCE COMPANY
 NOTES TO
FINANCIAL STATEMENTS
 March 31,
2009
 Stock-Based
Compensation
 
 In
December 2004, Financial Accounting Standards Board (FASB) issued SFAS No. 123
(revised 2004), Share-Based Payment, (SFAS No. 123(R)) which is a revision of
SFAS No. 123, Accounting for Stock-Based Compensation (SFAS No. 123). SFAS No.
123(R) supersedes Accounting Principles Board (APB) Opinion No. 25, Accounting
for Stock Issued to Employees, (APB No. 25). SFAS No. 123(R) requires all
share-based payments to employees, including grants of employee stock options,
to be recognized in the income statement based on their fair values. Pro forma
disclosure is no longer an alternative. Additionally, SFAS No. 123(R) amends the
presentation of the statement of cash flows and requires additional annual
disclosures. SFAS No. 123(R) is effective for public companies beginning with
the first interim period that begins after June 15, 2005. In April 2005, the
Securities and Exchange Commission adopted a new rule that postponed the
effective date for SFAS No. 123(R) to the fiscal year beginning after June 15,
2005. The Company has adopted SFAS No. 123(R) on January 1, 2006, but as the
Company does not have an option plan, there will be no effect upon
implementation.
 
 Goodwill and
Indefinite-Lived Intangible Assets
 
 In
accordance with SFAS No. 142, "Goodwill and Other Intangible Assets,"
goodwillrepresents
the excess of the purchase price and related costs over the value assigned to
net tangible and identifiable
 intangible
assets of businesses acquired and accounted for under the purchase method,
acquired in business combinations is assigned to reporting units that are
expected to benefit from the synergies of the combination as of the acquisition
date. Under this standard, goodwill and intangibles with indefinite useful lives
are no longer amortized.  The Company assesses goodwill and
indefinite-lived intangible assets for impairment annually during the fourth
quarter, or more frequently if events and circumstances indicate impairment may
have occurred in accordance with SFAS No. 142.
 
 If the
carrying value of a reporting unit's goodwill exceeds its implied fair value,
the Company records an impairment loss equal to the difference. SFAS No. 142
also requires that the fair value of indefinite-lived purchased intangible
assets be estimated and compared to the carrying value. The Company recognizes
an impairment loss when the estimated fair value of the indefinite-lived
purchased intangible assets is less than the carrying value. The Company
currently carries $53,794 as an intangible asset associated with the acquisition
of the sales and marketing agreement with CICO.  The Company does not
believe any impairment of this asset has occurred as of March 31, 2009 and,
therefore, has recorded no loss from impairment in its Statement of
Operations.
 
 Long-Lived Assets
 
 The
Company's accounting policy regarding the assessment of the recoverability of
the carrying value of long-lived assets, including property and equipment and
purchased intangible assets with finite lives, is to review the carrying value
of the assets, annually, during the fourth quarter, or whenever events or
changes in circumstances indicate that they may be impaired. If this review
indicates that the carrying value will not be recoverable, as determined based
on the projected undiscounted future cash flows, the carrying value is reduced
to its estimated fair value.
 
 
 6
 CHAOLEI
MARKETING AND FINANCE COMPANY
 NOTES TO
FINANCIAL STATEMENTS
 March 31,
2009
  NOTE 3 –
RECENT ACCOUNTING PRONOUNCEMENTS
 
 Business
Combinations
 
 In
December, 2007, the FASB issued SFAS No. 141 (revised 2007), “Business
Combinations” (hereinafter “SFAS No. 141 (revised 2007)”). This statement
establishes principles and requirements for how an acquirer a) recognizes and
measures in its financial statements the identifiable assets acquired, the
liabilities assumed and any noncontrolling interest in the acquiree, b)
recognizes and measures the goodwill acquired in the business combination or a
gain from a bargain purchase and c) determines what information to disclose to
enable users of the financial statements to evaluate the nature and financial
effects of the business combination. The scope of SFAS No. 141 (revised 2007) is
broader than the scope of SFAS No. 141, which it replaces. The effective date of
SFAS No. 141 (revised 2007) is for all acquisitions in which the acquisition
date is on or after the beginning of the first annual reporting period beginning
on or after December 15, 2008. The adoption of this statement has no immediate
material effect on the Company’s financial condition or results of
operations.
 
 Noncontrolling Interests in
Consolidated Financial Statements – an amendment of ARB 51
 
 In
December, 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements – an amendment of ARB No. 51” (hereinafter
“SFAS No. 160”). This statement establishes
accounting and reporting standards that require a) the ownership interests in
subsidiaries held by
parties other than the parent be clearly identified, labeled and presented in
the consolidated statement of financial position with equity, but separate from
the parent’s equity, b) the amount of consolidated net income attributable to
the parent and to the noncontrolling interest be clearly identified and
presented on the face of the consolidated statement of income, c) changes in a
parent’s ownership interest while the parent retains its controlling financial
interest in its subsidiary be accounted for consistently, d) when a subsidiary
is deconsolidated, any retained noncontrolling  equity investment
in the former subsidiary be initially measured at fair value and e) entities
provide sufficient disclosures
that clearly identify and distinguish between the interests of the parent and
the interests of the
noncontrolling owners. The effective date of this standard is for fiscal years
and interim periods beginning on or after December 15, 2008. The adoption of
this statement had no immediate material effect on the Company’s financial
condition or results of operations.
  Disclosure about Derivative
Instruments and Hedging Activities
  In March
2008, the FASB issued SFAS No. 161, “Disclosure about Derivative
Instruments and Hedging Activities,” an amendment of FASB
Statement No. 133, (SFAS 161). This statement requires that objectives for using
derivative instruments be disclosed in terms of underlying risk and accounting
designation. The Company adopted SFAS 161 on January 1, 2009. The Company is
currently evaluating the potential impact of SFAS No. 161 on the Company’s
financial statements.
   7
 CHAOLEI
MARKETING AND FINANCE COMPANY
 NOTES TO
FINANCIAL STATEMENTS
 March 31,
2009
   Determination of the Useful
Life of Intangible Assets
  In April
2008, the FASB issued FSP FAS 142-3, “Determination of the Useful Life of
Intangible Assets,”, which amends the factors that should be considered in
developing renewal or extension assumptions used to determine the useful life of
intangible assets  under FASB 142 “Goodwill and Other Intangible
Assets”.  The intent of this FSP is to improve the consistency between the
useful life of a recognized intangible asset under SFAS 142 and the period of
the expected cash flows used to measure the fair value of the asset under FASB
141 (revised 2007) “Business Combinations” and other U.S. generally accepted
accounting principles. The Company is currently evaluating the potential
impact of FSP FAS 142-3 on its financial statements.
  NOTE 4 –
AGREEMENTS
  On
December 1, 2007, the Company entered into a 6 month employment agreement with
its Assistant Secretary.  The Company is obligated to pay to our
Assistant Secretary $5,000 on the 15th of
every month beginning December 15, 2007 and ending May 15, 2008. On April 12,
2008, the Company entered in to a 6 month employment agreement with its
Assistant Secretary. The Company is obligated to pay to our Assistant Secretary
$5,000 on the 15th of
every month beginning June 1, 2008 and ending December 31, 2008. On December 9,
2008, the agreement was extended until March 31, 2009.
  On
December 1, 2007 the Company entered into a 12 month Consulting Agreement with a
consulting company to provide regulatory compliance, business development and
other ancillary business services.  The Company is obligated to pay
the Consultant $5,000 per month, beginning December 1, 2007 and ending November
30, 2008. On December 9, 2008, the agreement was extended until March31,
2009.
  NOTE 5
– NOTES PAYABLE
  On
November 14, 2007, the Company borrowed $1,000 from a related party. The note
was unsecured, bears interest at 10% and was due December 31,
2007.  The note and accrued interest was fully repaid as of December
31, 2007.
 
 NOTE 6 –
EQUITY
 
 In
January 2006 the Company issued 816,104 shares of common stock valued at $2,400
to its President in accordance with his employment agreement.
 
 In March
2007 the Company issued 680,087 shares of common stock valued at $2,000 for
services
 
 During
2007, related parties paid $26,760 of bills on behalf of the Company and
contributed $75,000 in working capital.  The Company recorded the
transactions as capital contributions in the amount of $101,760.
 
 On
October 22, 2007, pursuant to a Sales and Marketing Agreement, (the ”SMA”) by
and between the Company and Sichuan Chaolei Industry Stock Co., Ltd. a company
organized under the laws of China (“CICO”), the Company purchased the right to
act as CICO’s exclusive worldwide sales, marketing and finance agent for
56,794,042 shares of common stock, of which 53,794,042 were distributed to the
CICO shareholders on a 1 for 1 basis, and 3,000,000 were distributed as
consulting fees to an independent consultant of CICO’s .  These shares
were valued at $3,000.  Pursuant to the SMA, the Company will receive
10% of all worldwide sales of CICO from the beginning of time and ending on
October 22, 2057. As a result, the Company began operations as a sales and
marketing agent, and is no longer a public shell corporation.
 
   8
 CHAOLEI
MARKETING AND FINANCE COMPANY
 NOTES TO
FINANCIAL STATEMENTS
 March 31,
2009
   Reverse
Stock Split
  
 On
October 19, 2007, the Company's stockholders approved a 1 for 2.9408 reverse
stock split for its common stock. As a result, stockholders of record at the
close of business on October 19, 2007, received one shares of common stock for
every ten shares held. Common stock, additional paid-in capital and share and
per share data for prior periods have been restated to reflect the stock split
as if it had occurred at the beginning of the earliest period
presented.
    9
  Item
2.     Management’s Discussion and Analysis
of Financial Condition and Results of Operation
 
 The
following discussion should be read in conjunction with the Consolidated
Financial Statements and Notes thereto appearing elsewhere in this Form 10-K.
The following discussion contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 relating to future events or our future performance. Actual
results may materially differ from those projected in the forward-looking
statements as a result of certain risks and uncertainties set forth in this
prospectus. Although management believes that the assumptions made and
expectations reflected in the forward-looking statements are reasonable, there
is no assurance that the underlying assumptions will, in fact, prove to be
correct or that actual results will not be different from expectations expressed
in this report.
 
 BUSINESS
OVERVIEW
 
 We were
incorporated on December 17, 1999 under the laws of the State of Florida to
engage in any lawful corporate undertaking. In June, 2005 pursuant to a
Stock Purchase Agreement and Share Exchange between the Company and BioTex
Corp.(“Corp”), a Florida corporation, whereby the Company purchased all of the
outstanding shares of Corp. and Corp. became a wholly owned subsidiary of the
Company.  BioTex Corp was established in 2003 to develop and employ
technologies from around the world to process biomass (plant derived) waste,
extract the usable fractions, and then utilize or sell those extractions in
further downstream processes.
 
 On
December 30, 2005, pursuant to a Stock Purchase Agreement and Share Exchange by
and among the Company, Corp and BTX Holdings, Inc., a Florida corporation
(“BTX”), BTX purchased all of the outstanding shares of Corp. Pursuant to the
Agreement, the Company transferred all of the outstanding shares of Corp. to BTX
and Corp. became a wholly owned subsidiary of BTX. Since the Company had no
other assets than Corp. and all of the shares of Corp. were transferred to BTX,
the Company became a shell company as defined in Rule 12b-2 of the Exchange
Act.
  On
October 22, 2007, we entered into an Agreement with Sichuan Chaolei Stock
Industry Co., Ltd, (“CICO”) a company located in Chengdu, Sichuan Province,
People’s Republic of China.  Pursuant to the agreement, we acquired a
Sales and Marketing Agreement from CICO for 53,793,990 shares of our common
stock which provided for us to become the exclusive sales and marketing agent
for CICO.  The acquisition was approved by the unanimous consent of
our Board of Directors on October 22, 20007.  Pursuant to the
Agreement, we filed an amendment in the State of Florida changing the name of
the company to Chaolei Marketing and Finance Company. Pursuant to the Sales and
Marketing Agreement, we will receive a commission of 10% of CICO’s worldwide
revenues from all sources.  While we have signed supply contracts with 2
major customers during the 4th Quarter of 2007, sales of silicon products will
show gradual increases until the first quarter of 2009, when full scale delivery
should begin.
  During
the second quarter of 2008, an earthquake struck Sichuan Province,
China.  The effects of this earthquake are still being
felt.  Our main supplier, Sichauan Chaolei Industry Stock Co., Ltd is
located in Sichuan province.  As a result of the earthquake, CICO was
forced to halt its mining operations temporarily, which has temporarily
interrupted our revenues.  We began to earn revenues again during the
first quarter of 2009.  We anticipate that revenues will build slowly
throughout the year.
 
 Results
of Operations for the Three Months Ended March 31, 2009 Compared to the Three
Months Ended March 31, 2008
 
 The
following table presents the statement of operations for the three months ended
March 31, 2009 as compared to the three months ended March 31, 2008. The
discussion following the table is based on these results.
  For
      The Three Months Ended March 31,2009
                              
                              
                              2008REVENUE
                              
                              $
                              15,677
                              
                              
                              $
                              69,753Total
      operating expenses
                              
                              
                              43,867
                              
                              
                              
                              47,035NET
      INCOME (LOSS)
                              
                              $
                              (28,190
                              )
                              
                              $
                              22,721
   10
  Total
Revenues
 
 We had
revenues of $15,677 for the three months ended March 31, 2009 and $69,753 for
the three months ended March 31, 2008.  This decrease is attributable
to the reduced receipt of commissions on sales of Sichuan Chaolei Industry Stock
Co, Ltd. pursuant to a Sales and Marketing Agreement entered into by the
Companies on October 17, 2007, due to the earthquake in Sichuan Province in May,
2008 which slowed the production and sales of silicon products.
 
 Operating
Expenses
 
 Operating
expenses for the three months ended March 31, 2009 decreased to $43,867 from
$47,035 for the three months ended March 31, 2008 representing an decrease of
$3,168. The decrease is attributable to cost savings in our professional fees in
the operations of our business pursuant to a Sales and Marketing Agreement
entered into by the Company and Sichuan Chaolei Industry Stock Co,, Ltd. on
October 17, 2007.
 
 Net
income (loss)
 
 Net loss
was $28,190 for the three months ended March 31, 2009, compared to net income
$22,721for the same period ended March 31, 2008, an increase of
$50,911.  Our net losses increased because of a decrease in revenues
due to the lingering effects of an earthquake in Sichuan Province, China in May
2008.  This earthquake, in turn, affected the production abilities of
Sichuan Chaolei Industry Stock Co, Ltd., our sole source of
revenue.  Our expenses decreased during this period for the operations
of our business pursuant to a Sales and Marketing Agreement entered into by the
Company and Sichuan Chaolei Industry Stock Co, Ltd. on October 17,
2007.
  Liquidity and Capital
Resources
  As of
March 31, 2009, we have assets of $55,758 consisting of cash of $1,964 and
intangible assets of $53,794 and total liabilities of $13,278, consisting of
accounts payable of 9,628 and accrued expenses of $3,650, compared with December
31, 2008 when we had assets of $82,669 consisting of cash of $14,567, accounts
receivable of $14,308 and intangible assets of $53,794 and total liabilities of
$12,000, consisting of accounts payable of $12,000.
  We
believe that we will need additional funding to satisfy our cash requirements
for the next twelve months. Completion of our plan of operation is subject to
attaining adequate revenue. We cannot assure investors that additional financing
will be available. In the absence of additional financing, we may be unable to
proceed with our plan of operations.
  We intend
to hire additional employees for sales, administrative and finance support staff
as necessary, though we have no time frame in which we expect to hire such
staff. Additional sales staff, when required, will be hired on a commission
basis, and administrative and finance support staff will only be hired when
revenues are such that the company can support such a
staff.   Completion of our plan of operations is subject to
attaining adequate revenue. We cannot assure investors that adequate revenues
will be generated. In the absence of our projected revenues, we may be unable to
proceed with our plan of operations. Even without significant revenues within
the next twelve months, we still anticipate being able to continue with our
present activities, but we may require financing to potentially achieve our goal
of profit, revenue and growth.
 
 We
anticipate that our general and administrative expenses for the next 12 months
will total $103,200.
 
 The
breakdown is as follows:
  General
      and AdministrativeLegal
      and Accounting
                      
                      $
                      45,000Telecommunications
                      
                      
                      1,200Office
      Supplies
                      
                      
                      500Postage
      & Shipping
                      
                      
                      1,200Travel
                      
                      
                      10,000Utilities
                      
                      
                      4,800Taxes
      and Licenses
                      
                      
                      500Salaries
      and Wages
                      
                      
                      40,000TOTAL
                      
                      $
                      103,200
  11
  The
foregoing represents our best estimate of our cash needs based on current
planning and business conditions. The exact allocation, purposes and timing of
any monies raised in subsequent private financings may vary significantly
depending upon the exact amount of funds raised and status of our business plan.
In the event we are not successful in reaching our initial revenue targets,
additional funds may be required and we would then not be able to proceed with
our business plan for the development and marketing of our core services. Should
this occur, we would likely seek additional financing to support the continued
operation of our business. We anticipate that depending on market conditions and
our plan of operations, we could incur operating losses in the foreseeable
future. We base this expectation, in part, on the fact that we may not be able
to generate enough gross profit from our business operations to cover our
operating expenses.
  We
anticipate that our operational, and general and administrative expenses for the
next 12 months will total approximately $103,200. The foregoing represents our
best estimate of our cash needs based on current planning and business
conditions. The exact allocation, purposes and timing of any monies raised in
subsequent private financings may vary significantly depending upon the exact
amount of funds raised and our progress with the execution of our business plan.
We anticipate that depending on market conditions and our plan of operations, we
may incur operating losses in the foreseeable future. Therefore, our auditors
have raised substantial doubt about our ability to continue as a going
concern.
 
 Critical Accounting
Policies
  Our
significant accounting policies are summarized in Note 2 of our financial
statements included in our annual report on Form 10-K for the year ended
December 31, 2008. Our financial statements and related public financial
information are based on the application of accounting principles generally
accepted in the United States (“GAAP”). GAAP requires the use of estimates;
assumptions, judgments and subjective interpretations of accounting principles
that have an impact on the assets, liabilities, revenues and expense amounts
reported. These estimates can also affect supplemental information contained in
our external disclosures including information regarding contingencies, risk and
financial condition. We believe our use of estimates and underlying accounting
assumptions adhere to GAAP and are consistently and conservatively applied. We
base our estimates on historical experience and on various other assumptions
that we believe to be reasonable under the circumstances. Actual results may
differ materially from these estimates under different assumptions or
conditions. We continue to monitor significant estimates made during the
preparation of our financial statements.
  Recent Accounting
Pronouncements
  In
December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
160, “Noncontrolling Interests
in Consolidated Financial Statements – an amendment of ARB No.
51”.  This statement improves the relevance, comparability, and
transparency of the financial information that a reporting entity provides in
its consolidated financial statements by establishing accounting and reporting
standards that require; the ownership interests in subsidiaries held by parties
other than the parent and the amount of consolidated net income attributable to
the parent and to the noncontrolling interest be clearly identified and
presented on the face of the consolidated statement of income, changes in a
parent’s ownership interest while the parent retains its controlling financial
interest in its subsidiary be accounted for consistently, when a subsidiary is
deconsolidated, any retained noncontrolling equity investment in the former
subsidiary be initially measured at fair value, entities provide sufficient
disclosures that clearly identify and distinguish between the interests of the
parent and the interests of the noncontrolling owners.  SFAS No. 160
affects those entities that have an outstanding noncontrolling interest in one
or more subsidiaries or that deconsolidate a subsidiary.  SFAS No. 160
is effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. Early adoption is prohibited. The
adoption of this statement is not expected to have a material effect on the
Company's financial statements.
 
 In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133”
(SFAS 161). This statement is intended to improve transparency in financial
reporting by requiring enhanced disclosures of an entity’s derivative
instruments and hedging activities and their effects on the entity’s financial
position, financial performance, and cash flows. SFAS 161 applies to all
derivative instruments within the scope of SFAS 133, “Accounting for Derivative
Instruments and Hedging Activities” (SFAS 133) as well as related hedged items,
bifurcated derivatives, and nonderivative instruments that are designated and
qualify as hedging instruments. Entities with instruments subject to SFAS 161
must provide more robust qualitative disclosures and expanded quantitative
disclosures. SFAS 161 is effective prospectively for financial statements issued
for fiscal years and interim periods beginning after November 15, 2008,
with early application permitted. We are currently evaluating the disclosure
implications of this statement.
 
  12
   In April
2008, the FASB issued FASB Staff Position (“FSP”) SFAS No. 142-3, “Determination of the Useful Life of
Intangible Assets”. This FSP amends the factors that should be considered
in developing renewal or extension assumptions used to determine the useful life
of a recognized intangible asset under FASB Statement No. 142, “Goodwill and Other Intangible
Assets”(“SFAS 142”). The intent of this FSP is to improve the
consistency between the useful life of a recognized intangible asset under
SFAS 142 and the period of expected cash flows used to measure the fair
value of the asset under SFAS 141R, and other GAAP. This FSP is effective for
financial statements issued for fiscal years beginning after December 15,
2008, and interim periods within those fiscal years. Early adoption is
prohibited. The Company is currently evaluating the impact of SFAS FSP 142-3,
but does not expect the adoption of this pronouncement will have a material
impact on its financial position, results of operations or cash
flows.
 
 In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” (SFAS 162”).  SFAS 162 identifies the sources
of accounting principles and the framework for selecting principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the
United States.  This statement shall be effective 60 days following the
SEC’s approval of the Public Company Accounting Oversight Board’s amendments to
AU section 411, The Meaning of Present Fairly in Conformity with Generally
Accepted Accounting Principles.  The Company is currently evaluating
the impact of SFAS 162, but does not expect the adoption of this pronouncement
will have a material impact on its financial position, results
of operations or cash flows.
 
 In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts-an interpretation of FASB Statement No. 60.” Diversity
exists in practice in accounting for financial guarantee insurance contracts by
insurance enterprises under FASB Statement No. 60, Accounting and Reporting by
Insurance Enterprises. This results in inconsistencies in the recognition and
measurement of claim liabilities. This Statement requires that an insurance
enterprise recognize a claim liability prior to an event of default (insured
event) when there is evidence that credit deterioration has occurred in an
insured financial obligation. This Statement requires expanded disclosures about
financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements. The adoption of FASB 163 is not expected to
have a material impact on the Company’s financial position.
 
 Off-Balance Sheet
Arrangements
 
 We do not
have any off-balance sheet arrangements, financings, or other relationships with
unconsolidated entities or other persons, also known as “special purpose
entities” (SPEs).
 
 Item
3.    Quantitative and Qualitative Disclosures about Market
Risks
 
 Not
applicable because we are a smaller reporting company.
  Item
4T.  Controls and Procedures
 
 Evaluation of Disclosure
Controls and Procedures
 
 Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”),
the Company carried out an evaluation, with the participation of the Company’s
management, including the Company’s Chief Executive Officer (“CEO”) and Chief
Financial Officer (“CFO”),of the effectiveness of the Company’s disclosure
controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act)
as of the end of the period covered by this report. Based upon that evaluation,
the Company’s CEO and CFO concluded that the Company’s disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports that the Company files or submits under the Exchange
Act, is recorded, processed, summarized and reported, within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to the Company’s management, including the Company’s CEO and
CFO, as appropriate, to allow timely decisions regarding required
disclosure.
 
 Changes in Internal
Controls
 
 There
have been no changes in the Company’s internal control over financial reporting
during the latest fiscal quarter that have materially affected, or are
reasonably likely to materially affect, the Company's internal control over
financial reporting.
   13
   PART
II - OTHER INFORMATION
  Item
1. Legal Proceedings.
  We are
currently not involved in any litigation that we believe could have a material
adverse effect on our financial condition or results of operations. There is no
action, suit, proceeding, inquiry or investigation before or by any court,
public board, government agency, self-regulatory organization or body pending
or, to the knowledge of the executive officers of our company or any of our
subsidiaries, threatened against or affecting our company, our common stock, any
of our subsidiaries or of our companies or our subsidiaries’ officers or
directors in their capacities as such, in which an adverse decision could have a
material adverse effect.
 
 Item
1A. Risk Factors
 
 Not
applicable because we are a smaller reporting company.
  Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
  None.
  Item
3. Defaults Upon Senior Securities.
  None.
  Item
4. Submission of Matters to a Vote of Security Holders.
  None.
  Item
5. Other Information.
  None.
  Item
6. Exhibits.
 
 31.1 Rule
13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer and Chief
Financial Officer
 32.1
Section 1350 Certification of Chief Executive Officer and Chief Financial
Officer
   14
 
 SIGNATURES
  Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
 
 CHAOLEI
      MARKETING AND FINANCE COMPANYDate:
      May13,  2009
                          By:
                          /s/ Luo
      FanLuo
      FanChairman
      of the Board of Directors,
                            Chief
      Executive Officer,
                            Chief
      Financial Officer, Controller,
                            Principal
      Accounting Officer
       15