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 June 30, 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.)
 
 511
NE 94th Street,
Building 2, Miami Shores, Florida 33138
 (Address
of Principal Executive Offices)
  (305)
759-2444
 (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 August 18, 2009:  59,999,756 shares of common stock.
  
    CHAOLEI
MARKETING AND FINANCE COMPANY
 
 FORM
10-Q
 
 June
30, 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
                8Item
      3.
                Quantitative
      and Qualitative Disclosures About Market Risk
                12Item
      4T.
                Controls
      and ProceduresPART
      II— OTHER INFORMATIONItem
      1.
                Legal
      Proceedings
                13Item
      1A.
                Risk
      Factors
                13Item
      2.
                Unregistered
      Sales of Equity Securities and Use of Proceeds
                13Item
      3.
                Defaults
      Upon Senior Securities
                13Item
      4.
                Submission
      of Matters to a Vote of Security Holders
                13Item
      5.
                Other
      Information
                13Item
      6.
                Exhibits
                13SIGNATURES
   
   PART
1 - FINANCIAL INFORMATION
  Item
1.                      Financial
Statements
 
 CHAOLEI
MARKETING AND FINANCE COMPANY
 BALANCE
SHEETS
  ASSETSJune
      30,
                                              
                                              
                                              December
      31,2009
                                              
                                              
                                              2008(Unaudited)
                                              
                                              
                                              (Audited)CURRENT
      ASSETSCash
                                              
                                              $
                                              1,433
                                              
                                              
                                              $
                                              14,567Accounts
      receivable
                                              
                                              
                                              -
                                              
                                              
                                              
                                              14,308Total
      current assets
                                              
                                              
                                              1,433
                                              
                                              
                                              
                                              28,875Intangible
      asset
                                              
                                              
                                              53,794
                                              
                                              
                                              
                                              53,794TOTAL
      ASSETS
                                              
                                              $
                                              55,227
                                              
                                              
                                              $
                                              82,669LIABILITIES AND STOCKHOLDERS’
      EQUITYCURRENT
      LIABILITIESAccounts
      payable and accrued expenses
                                              
                                              $
                                              24,370
                                              
                                              
                                              $
                                              12,000Total
      current liabilities
                                              
                                              
                                              24,370
                                              
                                              
                                              
                                              12,000Advances-Related
      Party
                                              
                                              
                                              29,985
                                              
                                              
                                              
                                              -TOTAL
      LIABILITIES
                                              
                                              $
                                              54,355
                                              
                                              
                                              $
                                              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
      June 30, 2009 and December 31, 2008
                                              
                                              
                                              60,000
                                              
                                              
                                              
                                              60,000Additional
      paid in capital
                                              
                                              
                                              114,416
                                              
                                              
                                              
                                              114,416Accumulated
      deficit
                                              
                                              
                                              (173,544
                                              )
                                              
                                              
                                              (103,747
                                              )Total
      Stockholders’ Equity
                                              
                                              
                                              872
                                              
                                              
                                              
                                              70,669TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY
                                              
                                              $
                                              55,227
                                              
                                              
                                              $
                                              82,669
    1
  CHAOLEI
MARKETING AND FINANCE CO MPANY
 STATEMENTS
OF OPERATIONS
 For
      The Three MonthsEnded
      June 30,
                          
                          
                          For
      The Six MonthsEnded
      June 30,2009
                          
                          
                          2008
                          
                          
                          2009
                          
                          
                          2008REVENUE
                          
                          $
                          -
                          
                          
                          $
                          67,421
                          
                          
                          $
                          15,677
                          
                          
                          $
                          137,175OPERATING
      EXPENSESGeneral
      and administrative
                          
                          
                          12,367
                          
                          
                          
                          15,113
                          
                          
                          
                          29,967
                          
                          
                          
                          30,321Professional
      fees
                          
                          
                          29,241
                          
                          
                          
                          29,052
                          
                          
                          
                          55,507
                          
                          
                          
                          60,880Total
      operating expenses
                          
                          
                          41,607
                          
                          
                          
                          44,165
                          
                          
                          
                          85,474
                          
                          
                          
                          91,201Other
      income (expense):Interest
      income
                          
                          
                          -
                          
                          
                          
                          28
                          
                          
                          
                          -
                          
                          
                          
                          31NET
      INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES
                          
                          
                          (41,607
                          )
                          
                          
                          23,284
                          
                          
                          
                          (69,797
                          )
                          
                          
                          46,005Provision
      for income taxes
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -NET
      INCOME (LOSS)
                          
                          $
                          (41,607
                          )
                          
                          $
                          23,284
                          
                          
                          $
                          (69,797
                          )
                          
                          $
                          46,005Net
      loss per share - basic and diluted
                          
                          $
                          (0.00
                          )
                          
                          $
                          0.00
                          
                          
                          $
                          (0.00
                          )
                          
                          $
                          0.00Weighted
      average number of shares outstanding during the period - basic and
      diluted
                          
                          
                          59,999,756
                          
                          
                          
                          59,966,648
                          
                          
                          
                          59,999,756
                          
                          
                          
                          59,966,648
  
  2
  CHAOLEI
MARKETING AND FINANCE CO MPANY
 STATEMENTS
OF CASH FLOWS
  For
      The Six Months Ended June 30,2009
                              
                              
                              2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      income (loss)
                              
                              $
                              (69,797
                              )
                              
                              $
                              46,005Adjustments
      to reconcile net income (loss) to net cash provided in operating
      activities:Change
      in assets and  liabilitiesDecrease (increase) accounts receivable
                              
                              
                              14,308
                              
                              
                              
                              180Increase
      (decrease) accounts payable and accrued expenses
                              
                              
                              12,370
                              
                              
                              
                              2,100Net
      cash provided by operating activities
                              
                              
                              (43,119
                              )
                              
                              
                              48,285CASH
      FLOWS FROM FINANCING  ACTIVITIES:Capital
      contribution related parties
                              
                              
                              29,985
                              
                              
                              
                              -Net
      cash used in financing activities
                              
                              
                              -
                              
                              
                              
                              -NET
      (DECREASE) IN CASH
                              
                              
                              (13,134
                              )
                              
                              
                              48,285CASH
      AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
                              
                              
                              14,567
                              
                              
                              
                              64,952CASH
      AND CASH EQUIVALENTS AT END OF PERIOD
                              
                              $
                              1,433
                              
                              
                              $
                              113,237Supplemental
      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
                              
                              $
                              -
                              
                              
                              $
                              -
  
  3
  CHAOLEI
MARKETING AND FINANCE COMPANY
 NOTES
TO FINANCIAL STATEMENTS
 June
30, 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.
 
 Biotex
Holdings, Inc. (previously Capital Ventures Group I, 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 $17,942 for the six months ended June 30, 2009, and accumulated net losses of
$121,689. 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 June 30,
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
 June
30, 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 June
30, 2009 and, therefore, no reserve has been recorded.
 
 Concentration of Credit
Risk
 
 During
the three and six months ended June 30, 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
 June
30, 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 June 30, 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
 June
30, 2009
 
 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.
 
 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.
  NOTE
7 – SUBSEQUENT EVENT
  Resignation of
Officer
  Effective
August 5, 2009, Mr. Bruce S. Trulio resigned as the Assistant Secretary of our
company.  There were no disagreements between Mr. Trulio and us or any
officer or director of the Company.
  Appointment
of Officer
  Effective
August 5, 2009, the directors appointed Mr. Stuart Cooper as assistant
secretary, registered agent and a member of our Board of Directors.
 7
  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, 2007.  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 two
potential major customers during the fourth Quarter of 2007, sales of silicon
products were substantial impacted by events described below.
  During
the second quarter of 2008, a major 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.  While the mines of CICO were not to our knowledge directly
impacted our supplier has faced substantial infrastructure and labor issues as a
result of this event and its aftermath. We earned limited revenues during the
first quarter of 2009 and have had no revenues for the three month period ending
June 30, 2009 and expect that conditions to remain the same for the current
quarter but thereafter slowly improve. Full operations for CICO are anticipated
to resume during 2010.
  RESULTS OF
OPERATIONS
  Results
of Operations for the Three months Ended June 30, 2009 Compared to the Three
months Ended June 30, 2008
  The
following table presents a summary of the statement of operations for the three
months ended June 30, 2009 as compared to the three months ended June 30, 2008.
The discussion following the table is based on these results.
  For
      The Three months Ended June 30,2009
                      
                      
                      2008REVENUE
                      
                      $
                      29,985
                      
                      
                      $
                      67,421Total
      operating expenses
                      
                      
                      19,737
                      
                      
                      
                      44,165NET
      (LOSS) INCOME
                      
                      $
                      10,248
                      
                      
                      $
                      23,284
  8
  Total
Revenue
  We had
$29,985 revenue for the three months ended June 30, 2009 and $67,421 for the
three months ended June 30, 2008.  This decrease is attributable to
the temporary suspension of mining operations by our supplier.
  Operating
Expenses
  Operating
expenses for the three months ended June 30, 2009 decreased to $19,737 from
$44,165 for the three months ended June 30, 2008 representing a decrease of
$24,428. The decrease is attributable to suspension of our marketing efforts and
reduction of officer compensation. The operating expenses for the three month
period ending June 30, 2009 included professional fees and costs associated with
our recent registration statement and other regulatory compliance
issues.
  Net income
(loss)
  Net loss
was $10,248 for the three months ended June 30, 2009, compared to net income
$23,284for the
same period ended June 30, 2008, a net decrease in income of
$13,036. Our net losses versus net income for the comparable period are a
direct result of the interruption of the mining business of our supplier as a
result of the 2008 Sichuan earthquake.
  Results
of Operations for the Six months Ended June 30, 2009 Compared to the Six months
Ended June 30, 2008
  The
following table presents the statement of operations for the six months ended
June 30, 2009 as compared to the six months ended June 30, 2008. The discussion
following the table is based on these results.
  For
      The Six Months Ended June 30,2009
                        
                        
                        2008REVENUE
                        
                        $
                        45,662
                        
                        
                        $
                        137,175Total
      operating expenses
                        
                        
                        63,604
                        
                        
                        
                        91,201NET
      (LOSS) INCOME
                        
                        $
                        (17,942
                        )
                        
                        $
                        46,005
  Total
Revenue
  We had
revenue of $45,662 for the six months ended June 30, 2009 and $137,175 for the
six months ended June 30, 2008.  This decrease is attributable to a
suspension of mining operations of our supplier as a result of a magnitude eight
earthquake in May of 2008 which directly impacted the Sichuan province of
China.
  Operating
Expenses
  Operating
expenses for the six months ended June 30, 2009 decreased to $63,604 from
$91,201 for the six months ended June 30, 2008 representing a decrease of
$27,597. The decrease is attributable to a reduction in marketing related
expenses. The most significant element of our operating expenses for the six
months ended June 30, 2009 are professional fees and administrative costs
associated with regulatory compliance.
  Net income
(loss)
  Net loss
was $(17,942) for the six months ended June 30, 2009, compared to net income
$46,005for the
same period ended June 30, 2008, representing a decrease of
$28,063.  Our income decreased due primarily to the reduction of
revenue due to the inability of our supplier to provide mined products as a
result of the 2008 Sichuan earthquake and expenses associated with our
recent  registration statement.
  9
  Liquidity
and Capital Resources
  As of
June 30, 2009, we have assets of $55,227 consisting of $1,433 in cash and
intangible assets of $53,794 and total liabilities of $2,500 consisting of
accounts payable of $2,500 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
accrued expenses of $12,000.
  We
believe that we will need additional funding to satisfy our cash requirements
for the next twelve months. Completion of our business plan is subject to
attaining adequate revenue base which is temporarily impacted by reconstruction
projects in the Sichuan province of China. We cannot assure investors that
additional financing will be available or that sufficient mining operations can
safely resume with our supplier or will not be further interrupted by new
significant seismic events. 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. For the six months ending June 30, 2009 we have
relied on short-term borrowings and advances from our supplier (a related party)
and collection of accounts receivable. We currently have $0 in accounts
receivable and can not assure investors our supplier will continue to fund
operations beyond this fiscal year.
  We
anticipate that our general and administrative expenses for the next 12 months
will total $125,000. The breakdown is as follows:
  General
      and AdministrativeLegal
      and Accounting
                      
                      $
                      65,000Salaries
      and Wages
                      
                      
                      22,000Consulting
      Fees
                      
                      
                      15,000Travel
                      
                      
                      12,000Fees
      and Registration costs
                      
                      
                      8,000Taxes
      and Licenses
                      
                      
                      1,500Office
      Expenses
                      
                      
                      1,500TOTAL
                      
                      $
                      125,000
  The
foregoing table represents our best estimate of our cash needs based on current
planning, anticipated expenses and costs and relevant 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.
   10
  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.
 
 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.
 
  11
  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 last quarter that have materially affected, or are reasonably likely
to materially affect, the Company's internal control over financial
reporting.
   12
  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
  13
  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:
      August 18,  2009
                  By:
                  /s/ Luo
      FanLuo
      FanChairman
      of the Board of Directors,
                    Chief
      Executive Officer,
                    Chief
      Financial Officer, Controller,
                    Principal
      Accounting Officer
   14