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, 2010





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, Miami Shores, FL 33138


(Address of Principal Executive Offices)


(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 23, 2010:  59,999,756 shares of common stock.











CHAOLEI MARKETING AND FINANCE COMPANY





FORM 10-Q





June 30, 2010





TABLE OF CONTENTS





PART I— FINANCIAL INFORMATIONItem 1.
Financial Statements
1Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
7Item 3.
Quantitative and Qualitative Disclosures About Market Risk
9Item 4T.
Controls and Procedures
9PART II— OTHER INFORMATIONItem 1.
Legal Proceedings
10Item 1A.
Risk Factors
10Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
10Item 3.
Defaults Upon Senior Securities
10Item 4.
(Removed and Reserved)
10Item 5.
Other Information
10Item 6.
Exhibits
10SIGNATURES











PART 1 - FINANCIAL INFORMATION





Item 1.     Financial Statements





CHAOLEI MARKETING AND FINANCE COMPANYBALANCE SHEETSJune 31, 2010


December 31, 2009(Unaudited)ASSETSCURRENT ASSETSCash

$
463


$
2,300Other receivable


6,770



-Total current assets


7,233



2,300Intangible asset


53,794



53,794TOTAL ASSETS

$
61,027


$
56,094LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)CURRENT LIABILITIESAccounts payable and accrued expenses

$
77,807


$
50,380Due to related party


90,000



60,000Total current liabilities


167,807



110,380COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS’ EQUITY (DEFICIT)Preferred  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 ofJune 30, 2010 and December 31, 2009


60,000



60,000Additional paid in capital


114,416



114,416Accumulated deficit


(281,196
)


(228,702
)Total Stockholders’ Equity (Deficit)


(106,780
)


(54,286
)TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

$
61,027


$
56,094
    1
  CHAOLEI MARKETING AND FINANCE COMPANYSTATEMENTS OF OPERATIONS(UNAUDITED)Three Months Ended


Six Months EndedJune 30, 2010


June 30, 2009


June 30, 2010


June 30, 2009REVENUE

$
-


$
-


$
-


$
15,677OPERATING EXPENSES:General and administrative


10,273



12,367



19,459



29,967Professional fees


22,035



29,241



33,035



55,507Total operating expenses


32,308



41,608



52,494



85,474Other income (expense)


-



-



-



-NET LOSS BEFORE PROVISION FOR INCOME TAXES


(32,308
)


(41,608
)


(52,494
)


(69,797
)Provision for income taxes


-



-



-



-NET LOSS

$
(32,308
)

$
(41,608
)

$
(52,494
)

$
(69,797
)Net loss per share - basic and diluted


(0.001
)


(0.001
)


(0.001
)


(0.001
)Weighted average number of shares outstanding during the period - basic and diluted


59,999,756



59,966,756



59,999,756



59,966,756
    2
  CHAOLEI MARKETING AND FINANCE COMPANYSTATEMENTS OF CASH FLOWS(UNAUDITED)Six Months EndedJune 30, 2010


June30, 2009CASH FLOWS FROM OPERATING ACTIVITIES:Net loss

$
(52,494
)

$
(69,797
)Adjustments to reconcile net loss to net cash used in operating activities:Change in assets and  liabilities(Increase) decrease in accounts and other receivable


(6,770
)


14,308Increase (decrease) accounts payable and accrued expenses


27,427



12,370Increase in advances due to related party


30,000



29,985Net cash used in operating activities


(1,837
)


(13,134
)NET DECREASE IN CASH


(1,837
)


(13,134
)CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD


2,300



14,567CASH AND CASH EQUIVALENTS AT END OF PERIOD

$
463


$
1,433Supplemental disclosure of cash flow information:Cash paid for income taxes

$
-


$
-Cash paid for interest expense

$
-


$
-
    3
  NOTE 1 – ORGANIZATION
 
 Organization
 
 Chaolei Marketing and Finance Company (the “Company”) [f/k/a BioTex Holdings, Inc and 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.
 
 In 2007 the Company changed its name to Chaolei Marketing and Finance Company 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.
 
 The Company is primarily operated by its officers who are also employed by CICO in China. The Company maintains an office in the United States in the offices of its Assistant Secretary located in Miami Shores, Florida.
 
 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, 2010 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, 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. 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.
 
 4
 
 Revenue Recognition
 
 The Company derives its revenue from the sale of mined silicon, and poly- and mono-crystalline silicon ingots and wafers. The Company presents revenue in accordance with FASB ASC 605-10 “Revenue Recognition in Financial Statements”. Under this guidance, revenue is realized when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable and collectability is reasonably assured. The Company did not generate any revenues for the six months ended June 30, 2010.
 
 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 had no accounts receivable as of June 30, 2010 and 2009.
 
 Concentration of Credit Risk
 
 During the period ended June 30, 2009, one customer accounted for 100% of the Company's sales.
 
 Income Taxes
 
 The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes.” 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 FASB ASC 260, “Earning Per Share,” for all periods presented.
 
 Indefinite-Lived Intangible Assets
 
 In accordance with FASB ASC 350, "Other Intangible Assets," intangibles with indefinite useful lives are no longer amortized. The Company assesses 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 FASB ASC 350.
 
 FASB ASC 350 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. While CICO has been forced to temporarily suspend mining operations due to the collateral impact of a major earthquake in China, inasmuch as the mines were not directly impacted. Further, this related party has provided additional funding to the Company for continuing operations to reduce the impact of a lack of commission sales, thus the Company does not believe any impairment of this asset has occurred as of June 30, 2010. There can be no assurance that CICO can or will continue to fund our operations indefinitely. The Company will reassess events and circumstances again during the third and fourth quarter of 2010 to determine whether exists any impairment of intangible asset.
 
 5
 
 NOTE 3 – RECENT ACCOUNTING STANDARDS & PRONOUNCEMENTS
 
 In January 2010, the FASB has published ASU 2010-01 “Equity (Topic 505)- Accounting for Distributions to Shareholders with Components of Stock and Cash—a consensus of the FASB Emerging Issues Task Force,” as codified in ASC 505,. ASU No. 2010-01 clarifies the treatment of certain distributions to shareholders that have both stock and cash components. The stock portion of such distributions is considered a share issuance that is reflected in earnings per share prospectively and is not a stock dividend. The amendments in this Update are effective for interim and annual periods ending on or after December 15, 2009, and should be applied on a retrospective basis.  Early adoption is permitted. The adoption of this ASU did not have a material impact on the Company’s financial statements; however, it may affect any future stock distributions.
 
 NOTE 4 – AGREEMENTS
 
 On April 12, 2008, the Company entered in to a 6 month employment agreement with its former Assistant Secretary and was obligated to pay to 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 June 30, 2009. On July 15, 2009, the Company entered into a 12 month employment agreement with its current Assistant Secretary and is obligated to pay him $3,000 on the 15th of every month. As of June 30, 2010, the Company has accrued salary payable of $30,000 to its current Assistant Secretary.
 
 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 June 30, 2009. On July 15, 2009, the Company entered into a 12 month consulting agreement with its current Assistant Secretary who is also a licensed CPA in the State of Florida, and, is obligated to pay his professional firm $3,000 on the 1st day of every month.
 NOTE 5 – RELATED PARTY TRANSACTIONS
 
 CICO, has advanced funds to meet certain obligations of the Company, primarily professional fees and corporate expenses. As of June 30, 2010 the Company is indebted to this party $90,000 which is non-interest bearing, unsecured due on demand, and do not follow fixed terms of repayment.
 
 An officer of the Company is also a principal of a firm which acts as a consultant to the Company. Periodically, the Company has advanced funds on behalf of this individual and his professional firm for product research, marketing development, financial services and other costs. As of June 30, 2010 the Company has a net receivable from the firm of $6,770, which is non-interest.
 
 NOTE 6 – SUBSEQUENT EVENTS
 
 Management evaluated all activities of the Company through the issuance date of the Company’s consolidated financial states and concluded that no subsequent events have occurred that would require adjustments or disclosures into the consolidated financial statements.


6





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-Q. 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 10-Q. 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 may begin to earn revenues again during the end of 2010 or early 2011.  We anticipate that revenues will build slowly throughout the year. We are actively seeking additional companies for representation for marketing. No assurance can be given that such new relationships can be obtained. We are trying to lower our dependence on our single customer.





Results of Operations for the Three Months Ended June 30, 2010 Compared to the Three Months Ended June 30, 2009 and the Six Months Ended June 30, 2010 Compared to the Six Months Ended June 30, 2009





The following table presents the statement of operations for the three and six months ended June 30, 2010 as compared to the three months ended June 30, 2009. The discussion following the table is based on these results.





For The Three Months Ended June 30,


For The Six Months Ended June 30,2010

2009


2010


2009REVENUE

$
-


$
-


$
-


$
15,677Total operating expenses


32,308



41,608



52,494



85,474NET INCOME (LOSS)

$
(32,308
)

$
(41,608
)

$
(52,494
)

$
(69,797
)





7





Total Revenues





We had revenues of $0 for the three months ended June 30, 2010 and $0 for the three months ended June 30, 2009.  We had revenues of $0 for the Six months ended June 30, 2010 and $15,677 for the six months ended June 30, 2009.





This decrease in revenue 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 June 30, 2010 decreased to $32,308 from $41,608 for the three months ended June 30, 2009 representing a decrease of $9,300.  Operating expenses for the six months ended June 30, 2010 decreased to $52,494 from $85,474 for the six months ended June 30, 2009 representing a decrease of $32,980.





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 $32,308 for the three months ended June 30, 2010, compared to net loss $41,608 for the same period ended June 30, 2009, a decrease of $9,300.  Net loss was $52,494 for the six months ended June 30, 2010, compared to net loss $69,797 for the same period ended June 30, 2009, a decrease of $17,303.  Our net losses decreased because of a decrease in compensation to officer and consulting fees. Revenues continue to be effected 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 June 30, 2010, we have assets of $61,027 consisting of cash and receivables of $7,233 and intangible assets of $53,794 and total liabilities of $167,807, consisting of accounts payable and accrued expenses of $77,807 of and advances related party $90,000, compared with December 31, 2009 when we had assets of $56,094 consisting of cash of $2,300  and intangible assets of $53,794 and total liabilities of $110,380, consisting of accounts payable  and accrued expenses of $50,380 and advances related party $60,000.





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 $188,200.





The breakdown is as follows:





General and AdministrativeLegal and Accounting

$
55,200Selling Expenses


43,000Consulting Expenses


36,000Officer Salaries


36,000Office Expense


6,000Taxes and  License


5,000Travel


5,000Registration and Filing Costs


2,000TOTAL

$
188,200




8




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 $188,200. 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, 2009. 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 January 2010, the FASB has published ASU 2010-01 “Equity (Topic 505)- Accounting for Distributions to Shareholders with Components of Stock and Cash—a consensus of the FASB Emerging Issues Task Force,” as codified in ASC 505,. ASU No. 2010-01 clarifies the treatment of certain distributions to shareholders that have both stock and cash components. The stock portion of such distributions is considered a share issuance that is reflected in earnings per share prospectively and is not a stock dividend. The amendments in this Update are effective for interim and annual periods ending on or after December 15, 2009, and should be applied on a retrospective basis.  Early adoption is permitted.  The adoption of this standard is not expected to have a material impact (any impact) on the Company’s (consolidated) financial position and results of operations. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements; however, it may affect any future stock distributions.





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.





9





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. (Removed and Reserved)





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





10





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 23, 2010
By:
/s/ Luo FanLuo FanChairman of the Board of Directors,

Chief Executive Officer,

Chief Financial Officer, Controller,

Principal Accounting Officer








11