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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

(Mark One)

**FORM 10-K**

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2009

or

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________________ to
__________________________

Commission file number  000-52276

NEWS OF CHINA INC.(Exact name of registrant as specified in its charter)

|Delaware                                        | 98-0471083         
|----------------------------------------------- | -------------------
|State or other jurisdiction of incorporation or | (I.R.S. Employer   
|organization                                    | Identification No.)

1855 Talleyrand, Suite 203A, Brossard, Quebec, Canada, J4W
2Y9(Address of principal executive offices) (Zip Code)

Registrants telephone number, including area code (450)
443-1153

Securities registered pursuant to Section 12(b) of the Act:

|Title of Each Class |  | Name of each exchange on which registered
|------------------- |  | -----------------------------------------
|                    |  |                                          
|                    |  |                                          

Securities registered pursuant to section 12(g) of the Act:

Shares of common stock with a par value of
$0.0001(Title of class)

Indicate by check mark if the registrant is a well-known seasoned
  issuer, as defined in Rule 405 of the Securities Act. 
  Yes [   ]    No [X]

Indicate by check mark if the registrant is not required to file
  reports pursuant to Section 13 or Section 15(d) of the Act. 
  Yes [   ]    No [X]

Note  Checking the box above will not relieve any registrant
required to file reports pursuant to Section 13 or 15(d) of the Exchange Act
from their obligations under those Sections.

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- ii -

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.Yes
[X]    No [   ]

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 [   ]    No [   ]

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrants
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
[   ]

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange

Large accelerated filer [   ]
    
    Accelerated
      filer                 
      [   ]Non-accelerated filer   [   ]
    (Do not check if a smaller
      reporting company)
    Smaller reporting company
    **[X]**


Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act).Yes [X]    No
[   ]

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked price of
such common equity, as of the last business day of the registrants most
recently completed second fiscal quarter.

4,100,000 shares of common stock at a price of $0.51 per share
for an aggregate market value of $2,091,0001

1 The aggregate market value of the voting stock held
by non-affiliates is computed by reference to the price of our common stock
on September 28, 2009.

Note.If a determination as to whether a particular person or
entity is an affiliate cannot be made without involving unreasonable effort
and expense, the aggregate market value of the common stock held by
non-affiliates may be calculated on the basis of assumptions reasonable
under the circumstances, provided that the assumptions are set forth in this
Form.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court. Yes [   ]    No
[   ]

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the
registrants classes of common stock, as of the latest practicable date:
25,900,000 shares of common stock as of September 28, 2009.

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- iii -

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by
reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which
the document is incorporated: (1) Any annual report to security holders; (2) Any
proxy or information statement; and (3) Any prospectus filed pursuant to Rule
424(b) or (c) under the Securities Act of 1933. The listed documents should be
clearly described for identification purposes (e.g., annual report to security
holders for fiscal year ended December 24, 1980).

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- iv -

TABLE OF CONTENTS

|PART I                                                                                                                           | 1 
|-------------------------------------------------------------------------------------------------------------------------------- | --
|ITEM 1. BUSINESS                                                                                                                 | 1 
|ITEM 1A. RISK FACTORS                                                                                                            | 3 
|ITEM 1B. UNRESOLVED STAFF COMMENTS                                                                                               | 12
|ITEM 2. PROPERTIES                                                                                                               | 12
|ITEM 3. LEGAL PROCEEDINGS                                                                                                        | 12
|ITEM 4. SUBMISSION OF
      MATTERS TO A VOTE OF SECURITY HOLDERS                                                                | 12
|PART II                                                                                                                          | 13
|ITEM 5. MARKET FOR
      REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES | 13
|ITEM 6. SELECTED FINANCIAL DATA                                                                                                  | 14
|ITEM 7. MANAGEMENTS
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                              | 14
|ITEM 7A. QUANTITATIVE AND QUALITATIVE
      DISCLOSURES ABOUT MARKET RISK                                                        | 17
|ITEM 8. FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA                                                                        | 17
|ITEM 9. CHANGES IN AND DISAGREEMENTS
      WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                               | 30
|ITEM 9A(T). CONTROLS AND
      PROCEDURES                                                                                        | 30
|ITEM 9B. OTHER INFORMATION                                                                                                       | 31
|PART III                                                                                                                         | 31
|ITEM 10. DIRECTORS, EXECUTIVE OFFICERS
      AND CORPORATE GOVERNANCE                                                            | 31
|ITEM 11. EXECUTIVE
      COMPENSATION                                                                                            | 36
|ITEM 12. SECURITY OWNERSHIP OF CERTAIN
      BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS                    | 39
|ITEM 13. CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE                                         | 40
|ITEM 14. PRINCIPAL ACCOUNTING FEES AND
      SERVICES                                                                            | 41
|PART IV                                                                                                                          | 42
|ITEM 15. EXHIBITS, FINANCIAL STATEMENT
      SCHEDULES                                                                           | 42
|SIGNATURES                                                                                                                       | 43

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1

PART I

ITEM 1. BUSINESS

Forward Looking Statements

This report contains forward-looking statements. These
statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as may,
should, expects, plans, anticipates, believes, estimates,
predicts, potential or continue or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in the
section entitled Risk Factors, that may cause our companys or our industrys
actual results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these
statements to actual results.

Our financial statements are stated in United States dollars
(US$) and are prepared in accordance with United States generally accepted
accounting principles.

In this report, unless otherwise specified, all references to
common shares refer to the common shares of our capital stock.

As used in this report, the terms we, us, our, News of
China means News of China Inc., unless otherwise indicated.

Corporate Overview

We are a development stage company incorporated in Delaware on
October 11, 2005. Our principal business until recently has been to provide an
online financial media outlet for researching China-related stocks. This media
outlet provides financial news and commentary, online video broadcasting, and
other information for researching China-related stocks. China-related stocks
refer to the stocks issued by companies whose main operations are located in
China.

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In our online financial media outlet, we provided financial
news and commentary, online video broadcasting, and other information for
researching China-related stocks listed on the United States and Canadian stock
markets. China-related stocks refer to stock issued by companies whose main
operations are located in China. Due to the inefficiency of Chinas capital
markets, more and more China-related companies are seeking avenues to access the
public markets in the United States and Canada to raise capital needed to cope
with Chinas fast growing economy. Stock exchanges in the United States and
Canada have also expressed interest in attracting more Chinese companies.

We finished our online financial media outlet software
development in August, 2006, and our media outlet became operational online at
www.newsofchina.com in August 2006. Since the successful launch of our online
financial media outlet, we updated the contents of our online financial media
outlet with relevant news updates, editorials and market analyses relating to
public companies with business operations in China. In addition to Mr. Chenxi
Shi and Mr. Zibing Zhang, we also engaged additional part time staff members to
help us gather relevant financial information for the contents of our online
financial media outlet.

Furthermore, in December of 2006, Messrs. Zhang and Shi also
traveled to China to promote our business with the investment community there.
During this trip, Messrs. Zhang and Shi attended meetings with candidates who
can assist us to gather and collect relevant financial information in China on
Chinese reporting companies. Messrs. Zhang and Shi also met with individuals
from Beijing University to discuss the possibility of organizing an investor
relations forum at Beijing University. It was hoped that our company would then
be able to promote the benefits of its online media outlet to the attendees. Our
online financial media outlet has experienced software difficulty and is
currently not operational. We are working on fixing the software problem for our
online financial media outlet but we are unsure when we can have it operational
again.

In August 2007, we started incorporating a wholly owned
subsidiary in China called News of China (Beijing) Management Consultants Co.,
Ltd. and paid the initial capital registration fee of $30,000 as required under
Chinese company law. However, the further capital contribution in the amount of
$120,000 was too onerous for our company at this early development stage, so
subsequent to the advance of $30,000, we decided not to invest the remaining
$120,000 in order to complete the incorporation process. As a consequence
thereof, our agent in China repaid the $30,000 advance we made in full to our
company and the incorporation of our subsidiary was cancelled.

In our managements opinion, we have not been able to achieve
the milestones we set to fully implement our business operations. Because we
have not been able to generate revenues from our online financial media outlet
and we have little working capital remained, our management has decided to
suspend the implementation of our current business plan until such time when we
are able to obtain further financing. We anticipate that we will need to raise
$2-2.5 million additional financing through sales of our securities in
traditional private placement offerings or other types of private placement
transactions such as Private Investment in Public Equity (PIPE) before we can
continue implementing our current business plan. Alternatively, we may decide to
pursue a new business in a different direction other than our current business
plan.

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ITEM 1A. RISK FACTORS

Our common shares are considered speculative. Prospective
investors should consider carefully the risk factors set out below.

Risks Related To Our Company

The global financial crisis has had, and may continue to
have, an impact on our business and financial condition.

The ongoing global financial crisis may also limit our ability
to access the capital markets at a time when we would like, or need, to raise
capital, which could have an impact on our ability to react to changing economic
and business conditions. Accordingly, if the global financial crisis and current
economic downturn continue or worsen, our business, results of operations and
financial condition could be materially and adversely affected.

We have only commenced our business operations in October,
2005 and we have a limited operating history. If we cannot successfully manage
the risks normally faced by start-up companies, we may not achieve profitable
operations and ultimately our business may fail.

We have a limited operating history. We are currently a
development stage company and have developed preliminarily the necessary
software for the planned online financial media outlet. Accordingly, we have a
very limited operating history and we face all of the risks and uncertainties
encountered by early-stage companies.

As at June 30, 2009, we had an accumulated deficit of $155,059.
We anticipate continuing to incur significant losses until, at the earliest, we
generate sufficient revenues to offset the substantial up-front expenditures and
operating costs associated with developing and marketing our services. There can
be no assurance that we will ever operate profitably.

Our independent auditors have expressed substantial doubt
about our ability to continue as a going concern, which may hinder our ability
to obtain future financing.

In their report dated September 17, 2009, our independent
auditors stated that our financial statements for the period October 11, 2005
(Date of Inception) to June 30, 2009 were prepared assuming that we would
continue as a going concern. Our ability to continue as a going concern is an
issue raised as we have never generated any revenue from operations. We
anticipate that we will continue to experience net operating losses. Our ability
to continue as a going concern is subject to our ability to obtain necessary
funding from outside sources, including obtaining additional funding from the
sale of our securities. Our lack of revenue and continued net operating losses
increase the difficulty in meeting such goals and there can be no assurances
that such methods will prove successful.

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We have no customers and generate no revenues and have only
limited marketing experience to develop customers.

We have not yet entered into any agreements to sell our online
financial medial outlet services to any customers. We do not believe that we
will generate significant revenues in the immediate future. We will not generate
any meaningful revenues unless we successfully launch our online financial media
outlet and we obtain contracts with a significant number of customers. There can
be no assurance that we will ever be able to obtain contracts with a significant
number of customers to generate meaningful revenues or achieve profitable
operations.

We have only limited experience in developing and marketing
online financial media services, and there is limited information available
concerning the potential performance or market acceptance of our proposed
services. There can be no assurance that unanticipated expenses, problems or
technical difficulties will not occur which would result in material delays in
commercialization of our services or that our efforts will result in successful
commercialization.

We need substantial additional financing and a failure to
obtain such required financing will inhibit our ability to grow or we may have
to curtail or cease operations.

Our capital requirements relating to the developing and
marketing of our services have been, and will continue to be, significant. We
are dependent on the proceeds of future financing in order to continue in
business and to develop and commercialize additional proposed services. We
anticipate requiring approximately $2,000,000 to $2,500,000 in additional
financing for our longer term growth. Our management has decided to suspend
implementation of our current business until such time when additional financing
of approximately $2,000,000 to $2,500,000 is achieved. There can be no assurance
that we will be able to raise the substantial additional capital resources
necessary to permit us to pursue our business plan. We have no current
arrangements with respect to, or sources of, additional financing and there can
be no assurance that any such financing will be available to us on commercially
reasonable terms, or at all. Any inability to obtain additional financing will
have a material adverse effect on us, such as requiring us to significantly
curtail or cease operations. In that case, you may lose your entire investment.

The continued growth of our business will require additional
funding from time to time which would be used for general corporate purposes.
General corporate purposes may include acquisitions, investments, repayment of
debt, capital expenditures, repurchase of our capital stock and any other
purposes that we may specify in any prospectus supplement. Obtaining additional
funding would be subject to a number of factors including market conditions,
operational performance and investor sentiment. These factors may make the
timing, amount, terms and conditions of additional funding unattractive, or
unavailable, to us.

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The terms of any future financing may adversely affect your
interest as stockholders.

If we require additional financing in the future, we may be
required to incur indebtedness or issue equity securities, the terms of which
may adversely affect your interests in our company. For example, the issuance of
additional indebtedness may be senior in right of payment to your shares upon
our liquidation. In addition, indebtedness may be under terms that make the
operation of our business more difficult because the lenders consent will be
required before we take certain actions. Similarly the terms of any equity
securities we issue may be senior in right of payment of dividends to your
common stock and may contain superior rights and other rights as compared to
your common stock. Further, any such issuance of equity securities may dilute
your interest in our company, which may reduce the value of your investment.

We could lose our competitive advantages if we are not able
to continuously develop superior services in our market niche and gain
substantial market penetration quickly.

Our success and ability to compete depends, to a significant
degree, on our ability to continuously develop superior services in our selected
market niche of targeting and providing information on publicly reporting
companies with business based in China and obtain substantial market penetration
quickly. Our business model is vulnerable to duplication by competitors,
especially competitors who are established in providing business and financial
information of publicly reporting companies, who have superior financial and
technological resources, industry experiences and marketing capacities. It is
difficult to take, and we have not taken, any action to protect our business
model in our selected market niche. If any of our competitors copies our
business model or develops similar services independently, we would not be able
to compete as effectively.

We may face regulatory difficulties for our services.

Development of such a media solution might be subject to
regulations of various national, state, and provincial authorities in various
jurisdictions. To comply with the regulations we may face a variety of
bureaucratic difficulties that may likely add extra financial burden to our
company.

The online media industry in China is subject to regulations of
several Ministries and the State Agencies, including China Internet Network
Information Center (CNNIC), The Ministry of Public Security of the Peoples
Republic of China, the Ministry of Information Industry of the Peoples Republic
of China, and Internet Society of China (ISC) etc. Although we are not required
to obtain authorization from these Ministries and State Agencies, the
accessibility of our planned online media might be blocked in China for
political or other unpredictable reasons, which might affect our business
activities in China substantially.

The uncertain legal environments in the Peoples Republic of
China and our industry may be vulnerable to local government agencies who have
persistent bureaucratic power over customers, reporters and other parties who
wish to renegotiate the terms and conditions of, or terminate their agreements
or other understandings with us, when we enter substantial agreement of
manufacturing and marketing of our proposed services in China.

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Our Certificate of Incorporation and Bylaws contain
limitations on the liability of our directors and officers, which may discourage
suits against directors and executive officers for breaches of fiduciary duties.

Our Certificate of Incorporation, as amended, and our Bylaws
contain provisions limiting the liability of our directors for monetary damages
to the fullest extent permissible under Delaware law. This is intended to
eliminate the personal liability of a director for monetary damages on an action
brought by origin our right for breach of a directors duties to us or to our
stockholders except in certain limited circumstances. In addition, our
Certificate of Incorporation, as amended, and our Bylaws contain provisions
requiring us to indemnify our directors, officers, employees and agents serving
at our request, against expenses, judgments (including derivative actions),
fines and amounts paid in settlement. This indemnification is limited to actions
taken in good faith in the reasonable belief that the conduct was lawful and in,
or not opposed to our best interests. The Certificate of Incorporation and the
Bylaws provide for the indemnification of directors and officers in connection
with civil, criminal, administrative or investigative proceedings when acting in
their capacities as agents for us. These provisions may reduce the likelihood of
derivative litigation against directors and executive officers and may
discourage or deter stockholders or management from suing directors or executive
officers for breaches of their fiduciary duties, even though such an action, if
successful, might otherwise benefit our stockholders and directors and officers.

Our success depends on our management team and other key
personnel, the loss of any of whom could disrupt our business operations.

Our future success will depend in substantial part on the
continual services of our senior management, including our President and Chief
Executive Officer, Chenxi Shi, and our Vice President, Zibing Zhang. As a
startup company, currently none of the senior management team draws salaries
from our company. We do not carry key person life insurance on any of our
officers or employees. The loss of the services of one or more of our key
personnel could impede implementation of our business plan and result in reduced
profitability.

Our future success will also depend on the continued ability to
attract, retain and motivate highly qualified technical, sales and marketing,
customer support personnel. Competition for qualified personnel is intense in
our industry. We cannot assure you that we will be able to retain our key
personnel or that we will be able to attract, assimilate or retain qualified
personnel in the future. Our inability to hire and retain qualified personnel or
the loss of the services of our key personnel could have a material adverse
effect upon our business, financial condition and results of operations.

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Because our officers, directors and principal shareholders
control a majority of our common stock, investors will have little or no control
over our management or other matters requiring shareholder approval.

Our officers and directors and their affiliates in the
aggregate, beneficially own approximately 84.16% of issued and outstanding
shares of our common stock. As a result, they have the ability to control
matters affecting minority shareholders, including the election of our
directors, the acquisition or disposition of our assets, and the future issuance
of our shares. Because our officers, directors and principal shareholders
control the company, investors will not be able to replace our management if
they disagree with the way our business is being run. Because control by these
insiders could result in management making decisions that are in the best
interest of those insiders and not in the best interest of the investors, you
may lose some or all of the value of your investment in our common stock.

Because we do not have sufficient insurance to cover our
business losses, we might have uninsured losses, increasing the possibility that
you would lose your investment.

We may incur uninsured liabilities and losses as a result of
the conduct of our business. We do not currently maintain any comprehensive
liability or property insurance. Even if we obtain such insurance in the future,
we may not carry sufficient insurance coverage to satisfy potential claims. We
do not carry any business interruption insurance. Should uninsured losses occur,
any purchasers of our common stock could lose their entire investment.

Risks Relating to our Business

Our success depends upon the development of Chinas and the
worlds capital markets.

China is the one of the fastest growing economies in the world.
China is now taking great efforts to develop its current capital market into a
more effective one. The growth of Chinas capital market might significantly
reduce the necessity of Chinese companies to go public in the United States and
Canada. Furthermore, Chinese companies also have the options to go public in
other global capital markets such as those in Hong Kong and Singapore. The
development of other global capital markets can also attract more companies to
go public in those alternative stock markets. Moreover, Chinese regulators might
limit the number and the ability of Chinese companies to go public in the United
States and Canada. Because our online financial media outlet will focus on North
American publicly reporting companies with business based in China, all these
circumstances can have an adverse effect on our business.

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- 8 -

We face competition from larger and stronger companies that
have the resources to provide superior and less costly services.

The markets that we are entering are intensely competitive. We
expect additional competition to come from the increasing number of new market
entrants who can develop potentially competitive services. We will face
competition from numerous sources, including, large established traditional and
online media who have superior resources and industry experiences. Our potential
competitors may succeed in developing services that are more effective or less
costly (or both) than our services. Some of our potential competitors may be
large, well-financed and established companies that have greater resources and,
therefore, may be better able than us to compete for a share of the market.

Our business is to provide online financial information through
our online financial media outlet for researching China-related stocks to North
America financial institutions. To our best knowledge, there is no established
online media focused on our selected market niche yet. However, we have to
compete with a large number of traditional media providing similar or even
superior services such as The Wall Street Journal, CNBC, Bloomberg and Financial
Times. Competition also comes from various financial online media such as
finance.yahoo.com, Reuters.com, wallst.net etc. These traditional and online
financial media have superior financial resources, industry experiences, market
penetration and marketing capacity. Potential new entrants can copy our business
model and compete with us in our selected market niche as well. Our competitive
edge relies upon providing a one place financial media solution for researching
China-related stocks listed in North American stock exchanges. Our Chinese
cultural and language literacy and local connections in China enable us to
provide information that is not available to these established traditional and
online media. Our media will also cover information about China-related
companies, especially small to medium sized ones, which are usually not covered
by these established media. However, there is no assurance we can compete with
these established or new competitors effectively, and if we fail to provide
superior services effectively than these competitors, our business will fail and
you will lose your entire investment.

Our operations depend upon the timeliness and quality of the
services of web hosting service providers.

Our online financial media outlet is dependent on the quality
and the timeliness of web hosting services. We currently use the web hosting
services of DailyRazor Hosting (www.dailyrazor.com), a division of Vecordia
Corporation. The failure to provide high quality and timely services of the
provider will have material adverse effects on our business activities and our
profitability.

We may face technological difficulties

Our online media outlet services are dependent upon the smooth
operation of the software we develop. Shortcomings and bugs in the software may
have material adverse effect on our business. Our online media outlet may also
be vulnerable to attacks from hackers and computer viruses, which may cause
interruption of our business.

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- 9 -

We may be sued by reporting companies covered by our online
financial media outlet, and investors who rely on information disseminated
through our online financial media outlet.

We may have dispute with China related reporting companies
about the materials and information we cover and disseminate through our online
financial media outlet and thus be sued by these companies. Investors who make
investment decisions relying upon information disseminated through our financial
media outlet may also sue us for their losses. These legal proceedings might
have material negative effect on profitability of our business.

Risks Relating to the Peoples Republic of China

The economic policies of the Peoples Republic of China
could affect our business.

Our business is to provide financial information through our
online financial media outlet for researching Chinas listed companies in the
United States and Canada. Accordingly, our results of operations and prospects
are subject, to a significant extent, to the economic, political and legal
developments in the Peoples Republic of China.

While the Peoples Republic of Chinas economy has experienced
significant growth in the past 20 years, such growth has been uneven, both
geographically and among various sectors of the economy. The Chinese government
has implemented various measures to encourage economic growth and guide the
allocation of resources. Some of these measures benefit the overall economy of
the Peoples Republic of China, but they may also have a negative effect on us.

The economy of the Peoples Republic of China has been changing
from a planned economy to a more market-oriented economy. In recent years, the
Chinese government has implemented measures emphasizing the utilization of
market forces for economic reform and the reduction of state ownership of
productive assets, and the establishment of corporate governance in business
enterprises; however, a substantial portion of productive assets in the Peoples
Republic of China are still owned by the Chinese government. In addition, the
Chinese government continues to play a significant role in regulating industry
development by imposing industrial policies. It also exercises significant
control over the Peoples Republic of Chinas economic growth through the
allocation of resources, the control of payment of foreign currency-denominated
obligations, the setting of monetary policy and the provision of preferential
treatment to particular industries or companies.

Capital outflow policies in the Peoples Republic of China may
hamper our ability to expand our business and/or operations. The Peoples
Republic of China has adopted currency and capital transfer regulations. These
regulations may require us to comply with complex regulations for the movement
of capital. Although our management believes that it is currently in compliance
with these regulations, should these regulations or the interpretation of them
by courts or regulatory agencies change, we may not be able to remit income
earned and proceeds received in connection with any off-shore operations or from
other financial or strategic transactions we may consummate in the future.

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- 10 -

Fluctuation of the Renminbi could materially affect our
financial condition and results of operations.

Fluctuation of the Renminbi, the currency of the Peoples
Republic of China, could materially affect our financial condition and results
of operations. The value of the Renminbi fluctuates and is subject to changes in
the Peoples Republic of Chinas political and economic conditions. Since July
2005, the conversion of Renminbi into foreign currencies, including United
States dollars, is pegged against the inter-bank foreign exchange market rates
or current exchange rates of a basket of currencies on the world financial
markets. As of September 28, 2009, the exchange rate between the Renminbi and
the United States dollar was 6.834 Renminbi to every one United States dollar.

We may have difficulty establishing adequate management,
legal and financial controls in the Peoples Republic of China.

The Peoples Republic of China historically has not adopted a
Western style of management and financial reporting concepts and practices, as
well as in modern banking, computer and other control systems. We may have
difficulty in hiring and retaining a sufficient number of qualified employees to
work in the Peoples Republic of China. As a result of these factors, we may
experience difficulty in establishing management, legal and financial controls,
collecting financial data and preparing financial statements, books of account
and corporate records and instituting business practices that meet Western
standards.

It will be extremely difficult to acquire jurisdiction and
enforce liability against our officers, directors and assets based in The
Peoples Republic of China.

Because some of our executive officers and current directors
are Chinese citizens, it may be difficult, if not impossible, to acquire
jurisdiction over these persons in the event a lawsuit is initiated against us
and/or our officers and directors by a stockholder or group of stockholders in
the United States.

Our business may face regulatory difficulties in the
Peoples Republic of China.

The online media industry in China is subject to regulations of
several Ministries and the State Agencies, including China Internet Network
Information Center (CNNIC), The Ministry of Public Security of the Peoples
Republic of China, the Ministry of Information Industry of the Peoples Republic
of China, and Internet Society of China (ISC). Although we are not required to
obtain authorization or approval from these Ministries and State Agencies as a
foreign online media, the accessibility of our online media might be blocked in
China for political or other unpredictable reasons, which might adversely affect
our business activities in China substantially. To comply with the regulations
the Company may face a variety of bureaucratic difficulties that may likely add
extra financial burden to our company. Bureaucracy and corruption that are often
seen in China may also have adverse effects on our operation and financial
conditions.

---

- 11 -

Risks Associated With Our Common Stock

Trading on the OTC Bulletin Board may be volatile and
sporadic, which could depress the market price of our common stock and make it
difficult for our stockholders to resell their shares.

Our common stock is quoted on the OTC Bulletin Board service of
the Financial Industry Regulatory Authority (FINRA). Trading in stock quoted
on the OTC Bulletin Board is often thin and characterized by wide fluctuations
in trading prices due to many factors that may have little to do with our
operations or business prospects. This volatility could depress the market price
of our common stock for reasons unrelated to operating performance. Moreover,
the OTC Bulletin Board is not a stock exchange, and trading of securities on the
OTC Bulletin Board is often more sporadic than the trading of securities listed
on a quotation system like Nasdaq or a stock exchange like the American Stock
Exchange. Accordingly, our shareholders may have difficulty reselling any of
their shares.

Our stock is a penny stock. Trading of our stock may be
restricted by the SECs penny stock regulations and the FINRAs sales practice
requirements, which may limit a stockholders ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange
Commission has adopted Rule 15g-9 which generally defines penny stock to be any
equity security that has a market price (as defined) less than $5.00 per share
or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and accredited investors. The term
accredited investor refers generally to institutions with assets in excess of
$5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document in a form prepared by the SEC which provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market
value of each penny stock held in the customers account. The bid and offer
quotations, and the broker-dealer and salesperson compensation information, must
be given to the customer orally or in writing prior to effecting the transaction
and must be given to the customer in writing before or with the customers
confirmation. In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from these rules, the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchasers written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market for the stock
that is subject to these penny stock rules. Consequently, these penny stock
rules may affect the ability of broker-dealers to trade our securities. We
believe that the penny stock rules discourage investor interest in, and limit
the marketability of, our common stock.

---

- 12 -

In addition to the penny stock rules promulgated by the
Securities and Exchange Commission, the Financial Industry Regulatory Authority
has adopted rules that require that in recommending an investment to a customer,
a broker-dealer must have reasonable grounds for believing that the investment
is suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customers financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, the Financial Industry Regulatory Authority believes that there
is a high probability that speculative low-priced securities will not be
suitable for at least some customers. The Financial Industry Regulatory
Authority requirements make it more difficult for broker-dealers to recommend
that their customers buy our common stock, which may limit your ability to buy
and sell our stock.

Other Risks

Trends, Risks and Uncertainties

We have sought to identify what we believe to be the most
significant risks to our business, but we cannot predict whether, or to what
extent, any such risks may be realized nor can we guarantee that we have
identified all possible risks that might arise. Investors should carefully
consider all of the risk factors before making an investment decision with
respect to our common stock.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not Applicable

ITEM 2. PROPERTIES

Our executive and head offices are located at 1855 Talleyrand,
Suite 203A, Brossard, Quebec, Canada. The offices are provided to us at no
charge by Mr. Chenxi Shi. We believe our current premises are adequate for our
current operations and we do not anticipate that we will require any additional
premises in the foreseeable future.

ITEM 3. LEGAL PROCEEDINGS

We know of no material, active or pending legal proceedings
against our company, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial shareholder,
is an adverse party or has a material interest adverse to our interest.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

---

- 13 -

PART II

ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock was originally accepted for quotation on the
OTC Bulletin Board under the Symbol NWCH on February 22, 2007. Our CUSIP
number is 65248X102.

The following table reflects the high and low bid information
for our common stock obtained from the OTC Bulletin Board and reflects
inter-dealer prices, without retail mark-up, markdown or commission, and may not
necessarily represent actual transactions.

Quarter Ended
      High
      LowJune 30, 2009
    $0.03
    $0.01March 31, 2009
    $0.05
    $0.01December 31, 2008
    $0.15
    $0.05September 30, 2008
    $0.15
    $0.15June 30, 2008
    $0.07
    $0.07March 31, 2008
    $0.07
    $0.07December 31, 2007
    $0.07
    $0.07September 30, 2007
    $1.59
    $0.30


Holders of our Common Stock

As of September 28, 2009, there were approximately 56 holders
of record of our common stock. As of such date, 25,900,000 shares of common
stock were issued and outstanding.

Our shares of common stock are issued in registered form.
Intercontinental Registrar and Transfer Agency is the registrar and transfer
agent for our shares of common stock.

Dividends

Since our inception, we have not declared nor paid any cash
dividends on our capital stock and we do not anticipate paying any cash
dividends in the foreseeable future. Our current policy is to retain any
earnings in order to finance the expansion of our operations. Our board of
directors will determine future declarations and payments of dividends, if any,
in light of the then-current conditions they deem relevant and in accordance
with applicable corporate law.

There are no restrictions in our articles of incorporation or
bylaws that prevent us from declaring dividends. The Nevada Revised Statutes,
however, do prohibit us from declaring dividends where, after giving effect to
the distribution of the dividend:

| | 1. | We would not be able to pay our debts as they become due
      in the usual course of business; or
| | -- | --------------------------------------------------------------------------------------------------

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- 14 -

| | 2. | Our total assets would be less than the sum of our total
      liabilities plus the amount that would be needed to satisfy the rights of
      shareholders who have preferential rights superior to those receiving the
      distribution.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Recent Sales of Unregistered Securities

On June 22, 2009 we sold 10,000,000 shares of our common stock,
at a purchase price of $0.005 per share for gross proceeds of $50,000, pursuant
to a subscription agreement that we entered into with a non-U.S. person (as that
term is defined in Regulation S of the Securities Act of 1933). The offer and
sale of these shares occurred outside of the United States.

We issued these shares to a non-U.S. person (as that term is
defined in Regulation S of the Securities Act of 1933) in an offshore
transaction. In issuing these shares, we relied on Regulation S and/or Section
4(2) of the Securities Act of 1933.

ITEM 6. SELECTED FINANCIAL DATA

Not Applicable

ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our
financial statements and the related notes that appear elsewhere in this
prospectus. The following discussion contains forward-looking statements that
reflect our plans, estimates and beliefs. Our actual results could differ
materially from those discussed in the forward looking statements. Factors that
could cause or contribute to such differences include those discussed below and
elsewhere in this prospectus and registration statement.

Our audited financial statements are stated in United States
Dollars and are prepared in accordance with United States Generally Accepted
Accounting Principles.

Anticipated Cash Requirements

We estimate our minimum operating expenses and working capital
  requirements for the next 12 month period to be as follows:

Expense
      
      
      Estimated AmountGeneral and administrative
      
      $
      24,000Professional fees
      
      
      30,000Foreign exchange
      
      
      6,000Interest
      
      
      5,000Total
      
      $
      65,000


---

- 15 -

Results of Operations

The following summary of our results of operations should be
read in conjunction with our audited financial statements for the year ended
June 30, 2009 which are included herein.

PercentageYear Ended
    Year Ended
    Increase/June 30, 2009
    **June 30, 2008**
    DecreaseRevenue
    Nil
    Nil
    NilExpenses
    32,735
    54,565
    (40.01%)Net Loss
      32,735
      54,565
      (40.01%)


Revenues

We recorded a net operating loss of $32,735 for the 12 months
ended June 30, 2009 and have an accumulated deficit of $155,059 since inception.
We have had no operating revenues since our inception on February 25, 2005
through to the year ended June 30, 2009. We anticipate that we will not generate
any revenues for so long as we are a development stage company.

Expenses

The major components of our expenses for the years ended June
30, 2009 and 2008 are outlined in the table below:

|                           |   |         |   |   |         |   |  | Percentage  |  
|-------------------------- | - | ------- | - | - | ------- | - |  | ----------- | -
|                           |   | June 30 |   |   | June 30 |   |  | Increase or |  
|                           |   | 2009    |   |   | 2008    |   |  | Decrease    |  
|General and administrative | $ | 705     |   | $ | 7,508   |   |  | (90.61%     | )
|Professional fees          |   | 29,150  |   |   | 52,287  |   |  | (44.25%     | )
|Foreign exchange           |   | 2,895   |   |   | (4,446  | ) |  | 165.11%     |  
|Interest                   |   | (15     | ) |   | (784    | ) |  | (90.09%     | )

Liquidity and Capital Resources

Our financial condition for the year ended June 30, 2009 and
2008 and the changes between those periods for the respective items are
summarized as follows:

Working Capital

|                    |   | 12 months ended June 30 |  |   | Percentage Increase | 
|------------------- | - | ----------------------- |  | - | ------------------- | 
|                    |   | 2009                    |  |   | 2008                | 
|Current Assets      | $ | 59,604                  |  | $ | 37,675              | 
|Current Liabilities |   | 38,294                  |  |   | 34,446              | 
|Working Capital     | $ | 21,310                  |  | $ | 3,229               | 

The 1,101,92% increase in our working capital was primarily due
to the private placement offering we closed on June 22, 2009 to raise $50,000 by
issuing 10,000,000 shares of our common stock.

---

- 16 -

Cash Flows

|                                              |   | 12 Months ended June 30 |   |   |         |  
|--------------------------------------------- | - | ----------------------- | - | - | ------- | -
|                                              |   |                         |   |   |         |  
|                                              |   |                         |   |   |         |  
|                                              |   | 2009                    |   |   | 2008    |  
|Cash Flows used in Operating Activities       | $ | (28,282                 | ) | $ | (58,779 | )
|Cash Flows provided by Financing Activities   |   | 50,100                  |   |   | 24,007  |  
|Net increase (decrease) in cash during period | $ | 21,818                  |   | $ | (34,772 | )

Future Financings

We recorded a net operating loss of $32,735 for the year ended
  June 30, 2009 and have an accumulated deficit of $155,059 since inception. As
  at June 30, 2009 we had cash totaling $58,037 and for the next 12 months, management
  anticipates that the minimum cash requirements to fund our continued operations
  will be $65,000. Accordingly we do not have sufficient funds to meet our planned
  expenditures over the next 12 months and we will need further financing in order
  to meet our anticipated expenses.

We currently do not have any arrangements for financing and may
not be able to find such financing if required. The most likely sources of
future funds that will be available to us are through debt financing and through
the issuance of equity capital.

We anticipate continuing to rely on equity sales of our common
shares in order to continue to fund our business operations. Issuances of
additional shares will result in dilution to our existing shareholders. There is
no assurance that we will achieve any additional sales of our equity securities
or arrange for debt or other financing to fund our development activities during
the next 12 month period.

Going Concern

Because we are in the development stage, have not yet achieved
profitable operations and are dependent on our ability to raise capital from
stockholders or other sources to meet our obligations and repay our liabilities
arising from normal business operations when they become due, in their report on
our audited financial statements for the years ended June 30, 2009 and 2008, our
independent auditors included an explanatory paragraph regarding substantial
doubt about our ability to continue as a going concern. Our financial statements
contain additional note disclosure describing the circumstances that lead to
this disclosure by our independent auditors.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
investors.

---

- 17 -

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK

Not Applicable

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

---

- 18 -





News of China Inc.(A Company in the Development Stage)

Financial StatementsJune 30, 2009Expressed in U.S.
Funds

RSM Richter LLPChartered AccountantsMontreal





RSM Richter LLP is an independent member firm of RSM International,
  
  an affiliation of independent accounting and consulting firms.

---

- 19 -

News of China Inc.(A Company in the Development Stage)

Financial StatementsJune 30, 2009Expressed in U.S. Funds



Contents

|Report
      of Independent Registered Public Accounting Firm | 21          
|------------------------------------------------------------- | ------------
|                                                              |             
|Balance Sheets                                                | 22          
|                                                              |             
|Statements of Shareholders' Equity                            | 23          
|                                                              |             
|Statements of Operations                                      | 24          
|                                                              |             
|Statements of Cash Flows                                      | 25          
|                                                              |             
|Notes
      to Financial Statements                           | 26
      -30

---

- 20 -

RSM Richter LLPComptables agréésChartered Accountants

2, Place Alexis Nihon Montréal,
(Québec) H3Z 3C2 Téléphone / Telephone : (514) 934-3400Télécopieur /
Facsimile : (514) 934-3408www.rsmrichter.com

Report of Independent
RegisteredPublic Accounting Firm

To the Shareholders and Board of Directors ofNews of
China Inc.(A Company in the Development Stage)

We have audited the accompanying balance sheets of News of
China Inc. (a company in the development stage) as at June 30, 2009 and 2008 and
the related statements of operations, shareholders' equity and cash flows for
the year ended June 30, 2009 and for the period from inception (October 11,
2005) to June 30, 2009 and June 30, 2008. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). These standards
require that we plan and perform an audit to obtain reasonable assurance whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, these financial statements present fairly, in
all material respects, the financial position of the Company as at June 30, 2009
and June 30, 2008 and the results of its operations and its cash flows for the
year ended June 30, 2009 and for the period from inception (October 11, 2005) to
June 30, 2009 and June 30, 2008 in accordance with accounting principles
generally accepted in the United States.

We were not engaged to examine management's assertion about the
effectiveness of the Company's internal control over financial reporting at
September 17, 2009 included in the accompanying Item 9A(T) of Form 10-K and,
accordingly, we do not express an opinion thereon.

The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As described in note
2 to the financial statements, the Company has never generated any revenue and
this raises substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in note 2. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

[Singed]RSM Richter LLP

Chartered Accountants

Montreal, Quebec September 17, 2009

---

- 21 -

News of China Inc.(A Company in the Development
  Stage)

Balance Sheets As At June 30, 2009 Expressed in U.S.
Funds

|                                                    |   | 2009     |   |   | 2008     |  
|--------------------------------------------------- | - | -------- | - | - | -------- | -
|                                                    |   |          |   |   |          |  
|Assets                                              |   |          |   |   |          |  
|                                                    |   |          |   |   |          |  
|Cash                                                | $ | 58,037   |   | $ | 36,219   |  
|Sales tax
      recoverable                         |   | 1,567    |   |   | 1,456    |  
|                                                    |   |          |   |   |          |  
|                                                    | $ | 59,604   |   | $ | 37,675   |  
|                                                    |   |          |   |   |          |  
|                                                    |   |          |   |   |          |  
|Liabilities                                         |   |          |   |   |          |  
|                                                    |   |          |   |   |          |  
|Accrued liabilities                                 |   | 9,588    |   |   | 5,840    |  
|                                                    |   |          |   |   |          |  
|Loan payable, shareholder (note 4)                  |   | 28,706   |   |   | 28,606   |  
|                                                    |   |          |   |   |          |  
|                                                    |   | 38,294   |   |   | 34,446   |  
|                                                    |   |          |   |   |          |  
|Shareholders' Equity                                |   |          |   |   |          |  
|                                                    |   |          |   |   |          |  
|Capital Stock(note 5)                               |   | 2,590    |   |   | 1,590    |  
|                                                    |   |          |   |   |          |  
|Additional Paid-In Capital                          |   | 173,695  |   |   | 124,695  |  
|                                                    |   |          |   |   |          |  
|Accumulated Other Comprehensive Income
      (Loss) |   | 84       |   |   | (732     | )
|                                                    |   |          |   |   |          |  
|Deficit Accumulated During Development Stage        |   | (155,059 | ) |   | (122,324 | )
|                                                    |   |          |   |   |          |  
|                                                    |   | 21,310   |   |   | 3,229    |  
|                                                    |   |          |   |   |          |  
|                                                    | $ | 59,604   |   | $ | 37,675   |  

See accompanying notes

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- 22 -

News of China Inc. (ACompanyin theDevelopmentStage)

StatementsofShareholders'EquityFromInception(October11, 2005) to June
30, 2009Expressedin U.S. Funds

|                                                            |  |                    |  |   |            |  |   |                 |  |   |             |   |   | Deficit       |   |   |         |  
|----------------------------------------------------------- |  | ------------------ |  | - | ---------- |  | - | --------------- |  | - | ----------- | - | - | ------------- | - | - | ------- | -
|                                                            |  |                    |  |   |            |  |   |                 |  |   | Accumulated |   |   | Accumulated   |   |   |         |  
|                                                            |  |                    |  |   |            |  |   |                 |  |   | Other       |   |   | During        |   |   | Total   |  
|                                                            |  | Common
      Stock |  |   | Additional |  |   | Comprehensive   |  |   | Development |   |   | Shareholders' |  
|                                                            |  | Shares             |  |   | Amount     |  |   | Paid-In Capital |  |   | Income      |   |   | Stage         |   |   | Equity  |  
|                                                            |  |                    |  |   |            |  |   |                 |  |   |             |   |   |               |   |   |         |  
|Balance - October 11, 2005 (date of inception)              |  | -                  |  | $ | -          |  | $ | -               |  | $ | -           |   | $ | -             |   | $ | -       |  
|                                                            |  |                    |  |   |            |  |   |                 |  |   |             |   |   |               |   |   |         |  
|Issue of common shares                                      |  | 13,900,000         |  |   | 1,390      |  |   | 104,895         |  |   | -           |   |   | -             |   |   | 106,285 |  
|                                                            |  |                    |  |   |            |  |   |                 |  |   |             |   |   |               |   |   |         |  
|Net loss from inception (October 11, 2005) to June 30, 2006 |  | -                  |  |   | -          |  |   | -               |  |   | -           |   |   | (10,414       | ) |   | (10,414 | )
|                                                            |  |                    |  |   |            |  |   |                 |  |   |             |   |   |               |   |   |         |  
|Balance - June 30, 2006                                     |  | 13,900,000         |  |   | 1,390      |  |   | 104,895         |  |   | -           |   |   | (10,414       | ) |   | 95,871  |  
|                                                            |  |                    |  |   |            |  |   |                 |  |   |             |   |   |               |   |   |         |  
|Issue of common shares                                      |  | 2,000,000          |  |   | 200        |  |   | 19,800          |  |   | -           |   |   | -             |   |   | 20,000  |  
|                                                            |  |                    |  |   |            |  |   |                 |  |   |             |   |   |               |   |   |         |  
|Net loss for the year ended June 30, 2007                   |  | -                  |  |   | -          |  |   | -               |  |   | -           |   |   | (57,345       | ) |   | (57,345 | )
|                                                            |  |                    |  |   |            |  |   |                 |  |   |             |   |   |               |   |   |         |  
|Balance - June 30, 2007                                     |  | 15,900,000         |  |   | 1,590      |  |   | 124,695         |  |   | -           |   |   | (67,759       | ) |   | 58,526  |  
|                                                            |  |                    |  |   |            |  |   |                 |  |   |             |   |   |               |   |   |         |  
|Cumulative translation adjustment                           |  | -                  |  |   | -          |  |   | -               |  |   | (732        | ) |   | -             |   |   | (732    | )
|                                                            |  |                    |  |   |            |  |   |                 |  |   |             |   |   |               |   |   |         |  
|Net loss for the year ended June 30, 2008                   |  | -                  |  |   | -          |  |   | -               |  |   | -           |   |   | (54,565       | ) |   | (54,565 | )
|                                                            |  |                    |  |   |            |  |   |                 |  |   |             |   |   |               |   |   |         |  
|Balance - June 30, 2008                                     |  | 15,900,000         |  |   | 1,590      |  |   | 124,695         |  |   | (732        | ) |   | (122,324      | ) |   | 3,229   |  
|                                                            |  |                    |  |   |            |  |   |                 |  |   |             |   |   |               |   |   |         |  
|Issue of common shares                                      |  | 10,000,000         |  |   | 1,000      |  |   | 49,000          |  |   | -           |   |   | -             |   |   | 50,000  |  
|                                                            |  |                    |  |   |            |  |   |                 |  |   |             |   |   |               |   |   |         |  
|Cumulative translation adjustment                           |  | -                  |  |   | -          |  |   | -               |  |   | 816         |   |   | -             |   |   | 816     |  
|                                                            |  |                    |  |   |            |  |   |                 |  |   |             |   |   |               |   |   |         |  
|Net loss for the year ended June 30, 2009                   |  | -                  |  |   | -          |  |   | -               |  |   | -           |   |   | (32,735       | ) |   | (32,735 | )
|                                                            |  |                    |  |   |            |  |   |                 |  |   |             |   |   |               |   |   |         |  
|Balance  June 30, 2009                                     |  | 25,900,000         |  | $ | 2,590      |  | $ | 173,695         |  | $ | 84          |   | $ | (155,059      | ) | $ | 21,310  |  

See accompanying notes

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- 23 -

News of China Inc. (A Company in the Development Stage)

Statements of Operations Expressed in U.S. Funds

|                                        |   |               |   |   |                     |   |   | From Inception     |  
|--------------------------------------- | - | ------------- | - | - | ------------------- | - | - | ------------------ | -
|                                        |   |               |   |   |                     |   |   | (October 11, 2005) |  
|                                        |   | Year Ended    |   |   | Year Ended          |   |   | to                 |  
|                                        |   | June 30, 2009 |   |   | June
      30, 2008 |   |   | June 30, 2009      |  
|Revenue                                 | $ | NIL           |   | $ | NIL                 |   | $ | NIL                |  
|Expenses                                |   |               |   |   |                     |   |   |                    |  
|                                        |   |               |   |   |                     |   |   |                    |  
|General and
      administrative        |   | 705           |   |   | 7,508               |   |   | 33,270             |  
|Professional fees                       |   | 29,150        |   |   | 52,287              |   |   | 128,207            |  
|Foreign exchange                        |   | 2,895         |   |   | (4,446              | ) |   | (5,271             | )
|Interest                                |   | (15           | ) |   | (784                | ) |   | (1,147             | )
|                                        |   | 32,735        |   |   | 54,565              |   |   | 155,059            |  
|Net Loss                                |   | (32,735       | ) |   | (54,565             | ) |   | (155,059           | )
|Other Comprehensive Income (Loss)       |   |               |   |   |                     |   |   |                    |  
|Cumulative
      translation adjustment |   | 816           |   |   | (732                | ) |   | 84                 |  
|Comprehensive
      Loss                | $ | (31,919       | ) | $ | (55,297             | ) | $ | (154,975           | )
|Basic Weighted Average Number of        |   |               |   |   |                     |   |   |                    |  
|Shares Outstanding                      |   | 15,013,636    |   |   | 14,900,000          |   |   | 15,005,682         |  
|Basic and Diluted Loss Per Share        | $ | (0.01         | ) |   | (0.01               | ) |   | (0.01              | )

See accompanying notes

---

- 24 -

News of China Inc. (A Company in the Development Stage)

Statements of Cash Flows Expressed in U.S. Funds

|                                                          |   |               |   |   |                     |   |   | From Inception     |  
|--------------------------------------------------------- | - | ------------- | - | - | ------------------- | - | - | ------------------ | -
|                                                          |   |               |   |   |                     |   |   | (October 11, 2005) |  
|                                                          |   | Year Ended    |   |   | Year Ended          |   |   | to                 |  
|                                                          |   | June 30, 2009 |   |   | June
      30, 2008 |   |   | June 30, 2009      |  
|Funds Provided (Used) -                                   |   |               |   |   |                     |   |   |                    |  
|                                                          |   |               |   |   |                     |   |   |                    |  
|Operating Activities                                      |   |               |   |   |                     |   |   |                    |  
|                                                          |   |               |   |   |                     |   |   |                    |  
|Net loss                                                  | $ | (32,735       | ) | $ | (54,565             | ) | $ | (155,059           | )
|Cumulative translation adjustment                         |   | 816           |   |   | (732                | ) |   | 84                 |  
|                                                          |   |               |   |   |                     |   |   |                    |  
|                                                          |   | (31,919       | ) |   | (55,297             | ) |   | (154,975           | )
|                                                          |   |               |   |   |                     |   |   |                    |  
|Changes in non-cash operating elements of working capital |   | 3,637         |   |   | (3,482              | ) |   | 8,021              |  
|                                                          |   |               |   |   |                     |   |   |                    |  
|                                                          |   | (28,282       | ) |   | (58,779             | ) |   | (146,954           | )
|                                                          |   |               |   |   |                     |   |   |                    |  
|Financing
      Activities                                |   |               |   |   |                     |   |   |                    |  
|                                                          |   |               |   |   |                     |   |   |                    |  
|Loan payable, shareholder                                 |   | 100           |   |   | 24,007              |   |   | 28,706             |  
|Capital stock issuance                                    |   | 50,000        |   |   | -                   |   |   | 176,285            |  
|                                                          |   |               |   |   |                     |   |   |                    |  
|                                                          |   | 50,100        |   |   | 24,007              |   |   | 204,991            |  
|                                                          |   |               |   |   |                     |   |   |                    |  
|Increase (Decrease) in Cash                               |   | 21,818        |   |   | (34,772             | ) |   | 58,307             |  
|                                                          |   |               |   |   |                     |   |   |                    |  
|Cash                                                      |   |               |   |   |                     |   |   |                    |  
|                                                          |   |               |   |   |                     |   |   |                    |  
|Beginning of
      Period                                 |   | 36,219        |   |   | 70,991              |   |   | -                  |  
|                                                          |   |               |   |   |                     |   |   |                    |  
|End of Period                                             | $ | 58,037        |   | $ | 36,219              |   | $ | 58,037             |  

See accompanying notes

---

- 25 -

News of China Inc.(A Company in the Development Stage)

Notes to Financial StatementsFrom Inception
(October 11, 2005) to June 30, 2009 Expressed in U.S. Funds

|1. | Organization and Basis of Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The Company was incorporated in the State of Delaware on
      October 11, 2005 and is based in Montreal, Quebec, Canada. Its principal
      business is the development of a financial website focused on researching
      companies whose main operations are in China and are listed on American
      and Canadian stock exchanges.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The Company is a development stage enterprise as defined
      by Financial Accounting Standards Board (FASB) Statements of Financial
      Accounting Standards (SFAS) No.7, "Accounting and Reporting by Development
      Stage Enterprises". The Company's main activities to date have been
      developing a market for its services. Because the Company is in the
      development stage, the accompanying financial statements should not be
      regarded as typical for normal operating periods.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The Company prepares its financial statements in
      accordance with accounting principles generally accepted in the United
      States. This basis of accounting involves the application of accrual
      accounting and consequently, revenues and gains are recognized when
      earned, and expenses and losses are recognized when incurred.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The financial statements are expressed in U.S.
    funds.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Management has performed an evaluation of the Companys
      activities through the date and time these financial statements were
      issued on September 17, 2009 and concluded that there are no additional
      significant events requiring recognition or disclosure.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|2. | Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The accompanying financial statements have been prepared
      assuming the Company will continue as a going concern. The Company has not
      generated any revenue and has never paid any dividends. The Company is
      unlikely to pay dividends or generate significant earnings in the
      immediate or foreseeable future. The continuation of the Company as a
      going concern and the ability of the Company to emerge from the
      development stage is dependent upon the continued financial support from
      its shareholders, the ability of the Company to obtain necessary equity
      financing to continue operations and ability to generate sustainable
      significant revenue. There is no guarantee that the Company will be able
      to raise any equity financing or generate profitable operations. As at
      June 30, 2009, the Company has accumulated losses of $155,059 since
      inception. These factors raise substantial doubt regarding the Company's
      ability to continue as a going concern. Should the Company be unable to
      continue as going concern, it may be unable to realize the carrying value
      of its assets and to meet its liabilities as they become
  due.

---

- 26 -

News of China Inc.(A Company in the Development Stage)

Notes to Financial StatementsFrom Inception (October 11, 2005) to June 30, 2009 
  Expressed in U.S. Funds

|3. | 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, disclosure of contingent
      assets and liabilities at the date of the financial statements, and the
      reported amounts of revenues and expenses during the reporting period.
      Actual results could differ from those estimates.                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The Company estimates the fair value of its financial
      instruments based on current interest rates, market value and pricing of
      financial instruments with comparable terms. Cash, sales taxes
      recoverable, accrued liabilities and loan payable, shareholder are all
      short-term in nature and as such, their carrying values approximate fair
      values.                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Foreign Currency Translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The Company's functional currency for its operations is
      the Canadian dollar. However, the Company's reporting currency is the U.S.
      dollar. Therefore, the financial statements for all periods presented have
      been translated into the U.S. dollar using the current rate method. Under
      this method, the income statement and the cash flows statement items for
      each period have been translated into U.S. dollar using the rates in
      effect at the date of the transactions, and assets and liabilities have
      been translated using the exchange rate at the end of the period. All
      resulting exchange differences are reported in the cumulative translation
      adjustment account as a separate component of shareholder's
  equity.                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The Company accounts for income taxes in accordance with
      SFAS No. 109, "Accounting for Income Taxes". Deferred taxes are provided
      on the liability method whereby deferred tax assets are recognized for
      deductible temporary differences, and deferred tax liabilities are
      recognized for taxable temporary differences. Temporary differences are
      the differences between the reported amounts of assets and liabilities and
      their tax bases. Deferred tax assets are reduced by a valuation allowance
      when, in the opinion of management, it is more likely than not that some
      portion or all of the deferred tax assets will be realized. Deferred tax
      assets and liabilities are adjusted for the effects of changes in tax
      assets and rates on the date of enactment.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | In July 2006, the FASB released FIN 48 "Uncertainty in
      Income Taxes", which defines accounting for uncertain tax positions and
      includes amendments to SFAS No. 109. We adopted FIN 48 on June 30, 2007
      (our first fiscal year after December 15, 2006). See note 6 for additional
      information.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

---

- 27 -

News of China Inc.(A Company in the Development Stage)

Notes to Financial StatementsFrom Inception (October 11, 2005) to June 30, 2009 
  Expressed in U.S. Funds

|3. | Summary of Significant Accounting Policies
      (Cont'd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Loss Per Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Basic loss per share is calculated based on the weighted
      average number of shares outstanding during the year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Newly Issued Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The EITF issued EITF 08-6, Equity Method Investment
      Accounting Considerations. This EITF considers whether all of the
      provisions of Statement 141(R) and Statement 160 should be applied when
      accounting for an equity method investment. This EITF is effective on a
      prospective basis in fiscal years beginning on or after December 15, 2008
      and interim periods within those fiscal years. The adoption of EITF 08-6
      is not expected to have a material effect on the Companys financial
      position or results of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The EITF issued EITF 08-7, Accounting for Defensive
      Intangible Assets. This issue discusses how defensive intangible assets
      should be accounted for subsequent to their acquisition, including the
      estimated useful life that should be assigned to such assets. This EITF is
      effective prospectively for intangible assets acquired on or after the
      beginning of the first annual reporting period beginning on or after
      December 15, 2008. The adoption of EITF 08-7 is not expected to have a
      material effect on the Companys financial position or results of
      operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The EITF issued EITF 08-8, Accounting for an Instrument
      (or an Embedded Feature) with a Settlement Amount That Is Based on the
      Stock of an Entity's Consolidated Subsidiary. This Issue addresses the
      determination of whether a financial instrument for which the payoff to
      the counterparty is based, in whole or in part, on the stock of an
      entity's consolidated subsidiary, is indexed to the reporting entity's own
      stock and therefore should not be precluded from qualifying for the first
      part of the scope exception in paragraph 11(a) of Statement 133 or being
      within the scope of Issue 00-19. This EITF is effective for fiscal years
      beginning on or after December 15, 2008, and interim periods within those
      fiscal years. The adoption of EITF 08-8 is not expected to have a material
      effect on the Companys financial position or results of operations.                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | In December 2007, the FASB issued SFAS No. 160,
      Noncontrolling Interests in Consolidated Financial Statements (SFAS
      160). SFAS 160 establishes new accounting and reporting standards for the
      noncontrolling interest in a subsidiary and for the deconsolidation of a
      subsidiary. It clarifies that a noncontrolling interest in a subsidiary
      (minority interest) is an ownership interest in the consolidated entity
      that should be reported as equity in the Consolidated Financial Statements
      and separate from the parent companys equity. Among other requirements,
      this statement requires consolidated net income to be reported at amounts
      that include the amounts attributable to both the parent and the
      noncontrolling interest. It also requires disclosure, on the face of the
      Consolidated Statement of Operations, of the amounts of consolidated net
      income attributable to the parent and to the noncontrolling interest. The
      guidance will become effective for the fiscal year beginning after
      December 15, 2008. The adoption of SFAS 160 is not expected to have a
      material effect on the Companys financial position or results of
      operations.

---

- 28 -

News of China Inc.(A Company in the Development Stage)

Notes to Financial StatementsFrom Inception (October 11, 2005) to June 30, 2009 
  Expressed in U.S. Funds

|3. | Summary of Significant Accounting Policies
      (Cont'd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | In June 2009, the FASB issued FAS 166, "Accounting for
      Transfers of Financial Assets an amendment of FASB Statement No. 140",
      which amends the derecognition guidance in FASB Statement No. 140 and
      eliminates the exemption from consolidation for qualifying special-purpose
      entities. This statement is effective for financial asset transfers
      occurring after the beginning of an entity's first fiscal year that begins
      after November 15, 2009. The adoption of FAS 166 is not expected to have a
      material effect on the Companys financial position or results of
      operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | In June 2009, the FASB issued FAS 167, "Amendments to
      FASB Interpretation No. 46(R)", which amends the consolidation guidance
      applicable to variable interest entities. The amendments will
      significantly affect the overall consolidation analysis under FASB
      Interpretation No. 46(R). This statement is effective as of the beginning
      of the first fiscal year that begins after November 15, 2009. The adoption
      of FAS 167 is not expected to have a material effect on the Companys
      financial position or results of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | On July 1, 2009, the FASB released the final version of
      its new Accounting Standards Codification (the Codification) as the
      single authoritative source for U.S. generally accepted accounting
      principle (GAAP). The Codification replaces all previous U.S. GAAP
      accounting standards as described in SFAS 168, The FASB Accounting
      Standards Codification and the Hierarchy of Generally Accepted Accounting
      Principles FAS 168. While not intended to change U.S. GAAP, the
      Codification significantly changes the way in which the accounting
      literature is organized. It is structured by accounting topic to help
      accountants and auditors more quickly identify the guidance that applies
      to a specific accounting issue. This statement is effective for financial
      statements issued for interim and annual periods ending after September
      15, 2009. The Company will apply the Codification to the first quarter
      fiscal 2010 interim financial statements. The adoption of the Codification
      will not have an effect on the Companys financial position and results of
      operations. However, because the Codification completely replaces existing
      standards, it will affect the way U.S. GAAP is referenced by News of China
      Inc. in its financial statements and accounting policies.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|4. | Loan Payable, Shareholder                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The loan payable, shareholder is payable on demand and is
      non-interest bearing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|5. | Capital Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

| |                                         |   | 2009  |  |   | 2008  | 
| | --------------------------------------- | - | ----- |  | - | ----- | 
| |                                         |   |       |  |   |       | 
| | Authorized without limit as to number - |   |       |  |   |       | 
| |                                         |   |       |  |   |       | 
| | Issued -                                |   |       |  |   |       | 
| |                                         |   |       |  |   |       | 
| | 25,900,000 common shares                | $ | 2,590 |  | $ | 1,590 | 

During the year, the Company issued
10,000,000 common shares for cash consideration, in aggregate, of $50,000 of
which $49,000 was allocated as additional paid-in capital.

---

- 29 -

News of China Inc.(A Company in the Development Stage)

Notes to Financial StatementsFrom Inception (October 11, 2005) to June 30, 2009 
  Expressed in U.S. Funds

|6. | Income Taxes                                                                                                                                                                  
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                               
|   | As at June 30, 2009, there were Canadian Federal and
      Provincial income tax losses that may be applied against earnings of
      future years, not later than as follows:

2016
    $
    9,6482017
    
    57,0002018
    
    55,0002019
    
    33,000


A valuation allowance has been applied
against the entire deferred tax assets balance.

Unrecognized Tax Benefits

On July 1, 2007, the Company adopted
the provisions for FIN 48, which is an interpretation of SFAS No. 109. FIN 48
prescribes a recognition threshold that a tax position is required to meet
before being recognized in the financial statements and provides guidance on
de-recognition, measurement, classification, interest and penalties, accounting
in interim periods, disclosure and transition issues. FIN 48 contains a two-step
approach to recognizing and measuring uncertain tax positions accounted for in
accordance with SFAS No. 109. The first step is to evaluate the tax position for
recognition by determining if the weight of available evidence indicates that it
is more likely than not that the position will be sustained upon ultimate
settlement with a taxing authority, including resolution of related appeals or
litigation processes, if any. The second step is to measure the tax benefit as
the largest amount that is more than 50% likely of being realized upon ultimate
settlement. Prior to July 1, 2007 and the implementation of FIN 48, the Company
recorded tax contingencies when the exposure item became probable and reasonably
estimable, in accordance with SFAS No. 5, Accounting for
Contingencies.

The adoption of FIN 48 has not had a
material effect on our financial position or results of operations for 2009. We
do not expect our unrecognized tax benefits to change significantly over the
next twelve months.

Classification of Interest and Penalties

Our policy to include interest and
penalties related to unrecognized tax benefits within interest expense did not
change as a result of adopting FIN 48.

|7. | Related Party Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Included in professional fees are approximately $Nil
      (2008 - $24,000) paid to a major shareholder for management consulting
      services rendered to the Company. Included in general and administrative
      are approximately $Nil (2008 - $700) paid to a shareholder for technical
      support services rendered for the Company and approximately $500 (2008 -
      $1,000) paid to a shareholder for accounting services rendered for the
      Company. The related party transactions have been measured at the exchange
      amount which is the amount of the consideration established and agreed to
      by the related parties.

---

- 30 -

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A(T). CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining
adequate internal control over financial reporting as defined in Rules 13a-15(f)
and 15d-15(f) under the Exchange Act. Our management has employed a framework
consistent with Exchange Act Rule 13a-15(c), to evaluate our internal control
over financial reporting described below. Our internal control over financial
reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation and fair presentation of
financial statements for external purposes in accordance with generally accepted
accounting principals.

Based on its evaluation, our management, with the participation
of our principal executive and principal financial officer, concluded that as of
the end of the period covered by this Annual Report on Form 10-K, our disclosure
controls and procedures were effective.

Management's annual report on internal control over
financial reporting

Management conducted an evaluation of the design and operation
of our internal control over financial reporting as of June 30, 2009 based on
the criteria set forth in Internal Control  Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission. This
evaluation included review of the documentation of controls, evaluation of the
design effectiveness of controls, testing of the operating effectiveness of
controls and a conclusion on this evaluation.

In performing the assessment, our management concluded that as
of the end of the period covered by this Annual Report on Form 10-K our internal
control over financial reporting was not effective. Our management identified
several material weaknesses in our internal control processes. These weaknesses
included lack of accounting personnel who has sufficient knowledge in dealing
with complex accounting and tax issues, inadequate security, inadequate
restricted access to systems and insufficient disaster recovery plans.
Management has also identified material weaknesses in our internal control
processes over procurement and disbursements, primarily related to lack of
segregations of duties.

Our management continues to review processes and will make
necessary changes to strengthen our system of internal controls over financial
reporting

A material weakness is a deficiency or a combination of control
deficiencies in internal control over financial reporting such that there is a
reasonable possibility that a material misstatement of our annual or interim
financial statements will not be prevented or detected on a timely basis.

---

- 31 -

This annual report does not include an attestation report of
our company's registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation by our
company's registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit us to provide only management's
report in this annual report.

Changes in internal control over financial reporting

There were no changes in our internal control over financial
reporting during the year ended June 30, 2009 that have materially affected, or
are reasonably likely to materially affect our internal control over financial
reporting.

Certifications

Certifications with respect to disclosure controls and
procedures and internal control over financial reporting under Rules 13a-14(a)
or 15d-14(a) of the Exchange Act are attached to this annual report on Form
10-K.

ITEM 9B. OTHER INFORMATION

On June 22, 2009, we entered into a subscription agreement with
a non-U.S. person (as that term is defined in Regulation S of the Securities Act
of 1933) for the sale of 10,000,000 shares of our common stock at a purchase
price of $0.005 per share for gross proceeds of $50,000.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE

Directors and Executive Officers, Promoters and Control
Persons

As at June 30, 2009, our directors and executive officers,
their age, positions held, and duration of such, are as follows:

Name
      Position Held with our Company
      Age
      Date First Elected or AppointedChenxi Shi
      President, Treasurer, Chief Executive Officer,
        Chief Financial Officer and Director
      43
      October 2005Zibing Zhang
      Vice President
      39
      October 2005


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- 32 -

Certain Significant Employees

Other than Messrs. Shi, Zhang and Chen, we do not have other
significant employees.

Business Experience

The following is a brief account of the education and business
experience of directors and executive officers during the past five years,
indicating their principal occupation during the period, and the name and
principal business of the organization by which they were employed.

Chenxi Shi

Mr. Shi is our founding director and has served as the Chairman
of the Board of the Directors since the founding of our company in October 11,
2005 (Date of Inception). He has over 10 years of work experience in computer
technology and business management. Mr. Shi has held various technical and
managerial positions from entry level to the corporate senior. Mr. Shi has
worked in Northern Jiaotong University, Beijing Jiada Technologies Company,
Legend Computer Group Co. (Lenovo) and Investors Group of Canada. Mr. Shi
received his Bachelor of Science degree in computer sciences from Northern
Jiaotong University and his Master of Business Administration degree from Peking
University.

Mr. Shi provides his services on a full time basis to our
company.

Zibing Zhang

Mr. Zhang is a founder of our company and has served as Vice
  President since founding our company in October 11, 2005 (Date of Inception).
  He has over 12 years of work experience in computer technology, financial services
  and business management. Mr. Zhang has held various technical and managerial
  positions from entry level to the corporate senior. Mr. Zhang has worked in
  Liaoning Chengda Group, Holyworks Corp, ZTE Telecom and Investors Group of Canada.
  Mr. Zhang received a Bachelor of Engineering degree in industrial engineering
  management from Dalian University of Technology and a Master of Business Administration
  degree from McGill University. Mr. Zhang provides his services on a full time
  basis to our company.

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- 33 -

Corporate Governance

We currently act with one director. We have determined that
Chenxi Shi is not independent as defined by Nasdaq Marketplace Rule 4200(a)(15).

Committees of the Board

Board Meetings and Committees

Our board of directors held no formal meetings during the year
ended June 30, 2009. All proceedings of the board of directors were conducted by
resolutions consented to in writing by all the directors and filed with the
minutes of the proceedings of the directors. Such resolutions consented to in
writing by the directors entitled to vote on that resolution at a meeting of the
directors are, according to the Delaware Corporation Law and the bylaws of our
company, as valid and effective as if they had been passed at a meeting of the
directors duly called and held.

We do not have standing audit, nominating or compensation
committees, or committees performing similar functions. Our board of directors
believe that it is not necessary to have a standing audit or compensation
committees at this time because the functions of such committees are adequately
performed by our board of directors.

Our board of directors also is of the view that it is
appropriate for us not to have a standing nominating committee because the
current size of our board of directors does not facilitate the establishment of
a separate committee. Our board of directors have performed and will perform
adequately the functions of a nominating committee. The directors who perform
the functions of a nominating committee are not independent because they are
also officers of our company. The determination of independence of directors has
been made using the definition of independent director contained under Rule
4200(a)(15) of the Rules of the Financial Industry Regulatory Authority. Our
board of directors has not adopted a charter for the nomination committee. There
has not been any defined policy or procedure requirements for stockholders to
submit recommendations or nomination for directors. Our board of directors does
not believe that a defined policy with regard to the consideration of candidates
recommended by stockholders is necessary at this time because we believe that,
given the early stages of our development, a specific nominating policy would be
premature and of little assistance until our business operations are at a more
advanced level. There are no specific, minimum qualifications that our board of
directors believes must be met by a candidate recommended by our board of
directors. The process of identifying and evaluating nominees for director
typically begins with our board of directors soliciting professional firms with
whom we have an existing business relationship, such as law firms, accounting
firms or financial advisory firms, for suitable candidates to serve as
directors. It is followed by our board of directors review of the candidates
resumes and interview of candidates. Based on the information gathered, our
board of directors then makes a decision on whether to recommend the candidates
as nominees for director. We do not pay any fee to any third party or parties to
identify or evaluate or assist in identifying or evaluating potential
nominee.

Our company does not have any defined policy or procedural
requirements for shareholders to submit recommendations or nominations for
directors. Our directors believe that, given the stage

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- 34 -

of our development, a specific nominating policy would be
premature and of little assistance until our business operations develop to a
more advanced level. Our company does not currently have any specific or minimum
criteria for the election of nominees to the Board of Directors and we do not
have any specific process or procedure for evaluating such nominees. Our board
of directors will assess all candidates, whether submitted by management or
shareholders, and make recommendations for election or appointment.

A shareholder who wishes to communicate with our Board of
Directors may do so by directing a written request addressed to our President,
Chenxi Shi, at the address appearing on the first page of this annual
report.

Family Relationships

There are no family relationships between any director or
executive officer.

Involvement in Certain Legal Proceedings

Our directors, executive officers, or control persons have not
been involved in any of the following events during the past five years:

| | 1. | any bankruptcy petition filed by or against any business
      of which such person was a general partner or executive officer either at
      the time of the bankruptcy or within two years prior to that
  time;                                                                                                            
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                
| | 2. | any conviction in a criminal proceeding or being subject
      to a pending criminal proceeding (excluding traffic violations and other
      minor offences);                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                
| | 3. | being subject to any order, judgment, or decree, not
      subsequently reversed, suspended or vacated, of any court of competent
      jurisdiction, permanently or temporarily enjoining, barring, suspending or
      otherwise limiting his involvement in any type of business, securities or
      banking activities; or
| |    |                                                                                                                                                                                                                                                                                                                                
| | 4. | being found by a court of competent jurisdiction (in a
      civil action), the Commission or the Commodity Futures Trading Commission
      to have violated a federal or state securities or commodities law, and the
      judgment has not been reversed, suspended, or
vacated.                                           

Code of Ethics

On September 10, 2007, our board of directors confirmed the
adoption of our Code of Ethics and Business Conduct that applies to, among other
persons, our company's chief executive officer, president and chief financial
officer (being our principal executive officer, principal financial officer and
principal accounting officer), as well as persons performing similar functions.
As adopted, our Code of Ethics and Business Conduct sets forth written standards
that are designed to deter wrongdoing and to promote:

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- 35 -

| | 1. | honest and ethical conduct, including the ethical
      handling of actual or apparent conflicts of interest between personal and
      professional relationships;                                                          
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                              
| | 2. | full, fair, accurate, timely, and understandable
      disclosure in reports and documents that we file with, or submit to, the
      Securities and Exchange Commission and in other public communications made
      by us;
| |    |                                                                                                                                                                                                                              
| | 3. | compliance with applicable governmental laws, rules and
      regulations;                                                                                                                                                   
| |    |                                                                                                                                                                                                                              
| | 4. | the prompt internal reporting of violations of the Code
      of Ethics and Business Conduct to an appropriate person or persons
      identified in the Code of Ethics and Business Conduct; and                            
| |    |                                                                                                                                                                                                                              
| | 5. | accountability for adherence to the Code of Ethics and
      Business Conduct.                                                                                                                                               

Our Code of Ethics and Business Conduct requires, among other
things, that all of our company's senior officers commit to timely, accurate and
consistent disclosure of information; that they maintain confidential
information; and that they act with honesty and integrity.

In addition, our Code of Ethics and Business Conduct emphasizes
that all employees have a responsibility for maintaining financial integrity
within our company, consistent with generally accepted accounting principles,
and federal and state securities laws. Any employee who becomes aware of any
incidents involving financial or accounting manipulation or other
irregularities, whether by witnessing the incident or being told of it, must
report it to our company. Any failure to report such inappropriate or irregular
conduct of others is to be treated as a severe disciplinary matter. It is
against our company policy to retaliate against any individual who reports in
good faith the violation or potential violation of our company's Code of Ethics
and Business Conduct by another.

Our Code of Ethics and Business Conduct is being filed with the
Securities and Exchange Commission as Exhibit 14.1 to our annual report on Form
10-KSB filed on September 28, 2007. We will provide a copy of the Code of Ethics
and Business Conduct to any person without charge, upon request. Requests can be
sent to our President at the address appearing on the first page of this annual
report.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act requires our
executive officers and directors, and persons who own more than 10% of our
common stock, to file reports regarding ownership of, and transactions in, our
securities with the Securities and Exchange Commission and to provide us with
copies of those filings. Based solely on our review of the copies of such forms
received by us, or written representations from certain reporting persons, we
believe that during fiscal year ended June 30, 2009, all filing requirements
applicable to its officers, directors and greater than 10% beneficial owners
were complied with.

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- 36 -

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation

The particulars of compensation paid to the following
persons:

- our principal executive officer;
- each of our two most highly compensated executive officers who were
  serving as executive officers at the end of the year ended June 30, 2009; and
- up to two additional individuals for whom disclosure would have been
  provided under (b) but for the fact that the individual was not serving as our
  executive officer at the end of the most recently completed financial year,

who we will collectively refer to as the named executive
officers, for our fiscal years ended June 30, 2009 and 2008, are set out in the
following summary compensation table:

Name and Principal
      Position
      Year
    Salary ($)
    Bonus($)
    Stock
      **Awards** ($)
    Option
      **Awards(5)** ($)
    Non-Equity Incentive
      PlanCompensation ($)
    Nonqualified Deferred
      **Compensation** Earnings ($)
    All Other
      Compensation ($)
    Total ($)(a)
      (b)
    (c)
    (d)
    (e)
    (f)
    (g)
    (h)
    (i)
    (j)Chenxi Shi President, Treasurer, CEO,
      CFO and Director
      2009 
        2008
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil 24,263
    Nil 24,263Zibing Zhang Vice President
      2009 
        2008
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil NilZhenyu Chen Vice President
      2008
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil


Employment Agreements

We have not entered into any employment agreement or consulting
agreement with our executive officers.

There are no arrangements or plans in which we provide pension,
retirement or similar benefits for executive officers. Our executive officers
may receive stock options at the discretion of our board of directors in the
future. We do not have any material bonus or profit sharing plans pursuant to
which cash or non-cash compensation is or may be paid to our directors or
executive officers, except that stock options may be granted at the discretion
of our board of directors.

We have no plans or arrangements in respect of remuneration
received or that may be received by our executive officers to compensate such
officers in the event of termination of employment (as a result of resignation,
retirement, change of control) or a change of responsibilities following a
change of control, where the value of such compensation exceeds $60,000 per
executive officer.

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- 37 -

Outstanding Equity Awards at Fiscal Year-End

As at June 30, 2009, we had not adopted any equity compensation
plan and no stock, options, or other equity securities were awarded to our
executive officers.

Name
      Option
        awards
      Stock
        awardsNumber
        of securities underlying unexercised
        options (#) exercisable
      Number
        of securities underlying unexercised
        options (#) **unexercisable**
      Equity incentive plan awards: Number of securities
        underlying unexercisedunearned options (#)
      **Option**
        exercise price ($)
      Option expiration date
      Numberof sharesor units of stock
        that have not vested (#)
      Marketvalue of 
        shares**of units** of stockthat havenot vested ($)
      Equity incentive plan awards: **Number** of
        **unearned** 
        shares, **units or** other **rights
        that**have not vested (#)
      Equity incentive plan
        awards: Market or payout value
        of **unearned** shares, units
        or other **rights that** **have
        not**vested ($)(a)
      (b)
      (c)
      (d)
      (e)
      (f)
      (g)
      (h)
      (i)
      (j)Chenxi Shi
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      NilZibing Zhang
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil


Option exercises and stock vested table.

None of our directors, officers or employees has exercised
their stock options.

OPTION
        EXERCISES AND STOCK VESTEDOPTION
        AWARDS
      STOCK
        AWARDSName (a)
      Number of Shares Acquired on
        Exercise (#) (b)
      Value Realized on Exercise
        ($) (c)
      Number of Shares Acquired
        on Vesting (#) (d)
      Value Realized on Vesting
        ($) (e)Chenxi Shi
      Nil
      Nil
      Nil
      NilZibing Zhang
      Nil
      Nil
      Nil
      Nil


Compensation of Directors

The particulars of compensation paid to our director for our
year ended June 30, 2009, is set out in the following director compensation
table:

Name
    Fees Earned or Paid
      in Cash ($)
    Stock
      Awards ($)
    Option
      Awards ($)
    Non-Equity
      Incentive Plan Compensation($)
    Change in Pension Value
      and Nonqualified Deferred
      **Compensation** Earnings
    All Other
      **Compensation** ($)
    Total
      ($)(a)
    (b)
    (c)
    (d)
    (e)
    (f)
    (g)
    (h)Chenxi Shi
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil


---

- 38 -

We reimburse our directors for expenses incurred in connection
with attending board meetings. We did not pay director's fees or other cash
compensation for services rendered as a director in the year ended June 30,
2009.

We have no formal plan for compensating our directors for their
service in their capacity as directors, although such directors are expected in
the future to receive stock options to purchase common shares as awarded by our
board of directors or (as to future stock options) a compensation committee
which may be established. Directors are entitled to reimbursement for reasonable
travel and other out-of-pocket expenses incurred in connection with attendance
at meetings of our board of directors. Our board of directors may award special
remuneration to any director undertaking any special services on our behalf
other than services ordinarily required of a director. No director received
and/or accrued any compensation for their services as a director, including
committee participation and/or special assignments.

Outstanding equity awards at fiscal year-end

The following table sets forth for each director certain
information concerning the outstanding equity awards as of June 30, 2009.

OPTION
        AWARDS
      STOCK
        AWARDSName
      Number of Securities Underlying Unexercised
        Options (#) Exercisable
      Number of Securities Underlying Unexercised
        Options (#) Unexercisable
      Equity Incentive
        Plan Awards: Number of Securities
        Underlying Unexercised Unearned Options (#)
      Option
        Exercise Price ($)
      Option Expiration Date
      Numberof Shares or Units of Stock
        That Have Not Vested (#)
      **Market**Value ofShares or Units of Stock
        That Have Not Vested($)
      Equity IncentivePlan **Awards:****Number of**
        Unearned Shares, Units or Other
        Rights That Have **Not Vested**
        (#)
      Equity Incentive Plan
        **Awards:** Market or Payout
        Value of **Unearned**Shares,
        Units or Other Rights **That
        Have** **Not Vested** (#)Chenxi Shi
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil


Aggregated Options Exercised in the Year Ended June 30, 2009
and Year End Option Values

There were no stock options exercised during the year June 30,
2009

Re-pricing of Options/SARS

We did not re-price any options previously granted during the
year ended June 30, 2009

---

- 39 -

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS

In the following tables, we have determined the number and
percentage of shares beneficially owned in accordance with Rule 13d-3 of the
Exchange Act based on information provided to us by our controlling
shareholders, executive officers and directors, and this information does not
necessarily indicate beneficial ownership for any other purpose. In determining
the number of shares of our common stock beneficially owned by a person and the
percentage ownership of that person, we include any shares as to which the
person has sole or shared voting power or investment power, as well as any
shares subject to warrants or options held by that person that are currently
exercisable or exercisable within 60 days.

Security ownership of certain beneficial
owners

(1) Title of class
    (2) Name and address of
      beneficial owner
    (3) Amount and nature of
      beneficial ownership
    
    (4) Percent of class1common stock
    Chenling Shi Room 903,
      9/F, Entrance 12, Bldg 4, Jiaodaokou Dongdajie, Dongcheng District,
      Beijing, China 100007.
      10,000,000
      Direct
    38.61%


Security ownership of management

(1) Title of class
    (2) Name and address of
      beneficial owner
    (3) Amount and nature of
      beneficial ownership
    
    (4) Percent of class1common stock
    Zhenyu Chen 3-5557
      Cote Des Neiges Montreal, QC, Canada
    300,000
    Direct
    1.16%common stock
    Chenxi Shi 1855
      Talleyrand, #203A Brossard, QC J4W 2Y9
    10,500,000
    1,000,000 direct and 9,500,000
      through Aventech Capital Inc.
    40.54%common stock
    Zibing Zhang 3-5557
      Cote Des Neiges Montreal, QC, Canada
    1,000,000
    Direct
    3.86%Directors and Officers as a
      Group
    11,800,000
    
    45.56%


______________________________ 1 Percentage of
ownership is based on 25,900,000 common shares issued and outstanding as of
September 28, 2009. Except as otherwise indicated, we believe that the
beneficial owners of the common stock listed above, based on information
furnished by such owners, have sole investment and voting power with respect to
such shares, subject to community property laws where applicable. Beneficial
ownership is determined in accordance with the rules of the SEC and generally
includes voting or investment power with respect to securities. Shares of common
stock subject to options or warrants currently exercisable, or exercisable
within 60 days, are deemed outstanding for purposes of computing the percentage
ownership of the person holding such option or warrants, but are not deemed
outstanding for purposes of computing the percentage ownership of any other
person.

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- 40 -

Changes in Control

On June 22, 2009 we issued 10,000,000 shares of our common
stock to Chenling Shi in a private placement. The purchase price was $50,000
paid in cash from the personal funds of Mr. Shi.

Mr. Shi now owns 10,000,000 shares of common stock, which is
38.61% of our issued and outstanding common stock as of September 28, 2009.

Prior to the issuance of 10,000,000 shares of common stock to
Mr. Chenling Shi, Mr. Chenxi Shi, our director, President, Treasurer, Chief
Executive Officer, Chief Financial Officer, previously held 66.04% of our issued
and outstanding stock. Mr. Chenxi Shi had been our largest controlling
shareholder prior to this issuance.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE

Transactions with related persons

None of the following parties has, since our date of
incorporation, had any material interest, direct or indirect, in any transaction
with us or in any presently proposed transaction that has or will materially
affect us, other than as noted in this section:

| | (i)   | Any of our directors or officers;                                                                                                                                          
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                            
| | (ii)  | Any person proposed as a nominee for election as a
      director;                                                                                                         
| |       |                                                                                                                                                                            
| | (iii) | Any person who beneficially owns, directly or indirectly,
      shares carrying more than 5% of the voting rights attached to our
      outstanding shares of common stock;
| |       |                                                                                                                                                                            
| | (iv)  | Any of our promoters; and                                                                                                                                                  
| |       |                                                                                                                                                                            
| | (v)   | Any member of the immediate family (including spouse,
      parents, children, siblings and in- laws) of any of the foregoing
      persons.                               

Employment Contracts

Other than any agreements described above in Item 11. Executive
Compensation beginning on page 36, we are not party to any employment contracts
with our directors and officers.

Pension, Retirement or Similar Benefit
Plans

There are no arrangements or plans in which we provide pension,
retirement or similar benefits for directors or executive officers. We have no
material bonus or profit sharing plans pursuant to which cash or non-cash
compensation is or may be paid to our directors or executive officers, except
that stock options may be granted at the discretion of the Board of Directors or
a committee thereof.

---

- 41 -

We have no plans or arrangements in respect of remuneration
received or that may be received by our executive officers to compensate such
officers in the event of termination of employment (as a result of resignation,
retirement, change of control) or a change of responsibilities following a
change of control, where the value of such compensation exceeds $60,000 per
executive officer.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit and Accounting Fees

The following table sets forth the fees billed to the Company
for professional services rendered by the Company's principal accountant, for
the year ended June 30, 2009 and June 30, 2008:

Services
    
    2009
    
    
    2008Audit fees
    $
    18,232
    
    $
    12,996Tax fees
    $
    0
    
    $
    0All other fees
    $
    14,503
    
    $
    41,569Total fees
    $
    32,735
    
    $
    54,565


Audit Fees

Consist of fees billed for professional services rendered for
the audits of our financial statements, reviews of our interim financial
statements included in quarterly reports, services performed in connection with
filings with the Securities and Exchange Commission and related comfort letters
and other services that are normally provided by RSM Richter, Chartered
Accountants for the fiscal years ended June 2009 and 2008 in connection with
statutory and regulatory filings or engagements.

Tax Fees

Consist of fees billed for professional services for tax
compliance, tax advice and tax planning. These services include assistance
regarding federal, state and local tax compliance and consultation in connection
with various transactions and acquisitions.

We do not use RSM Richter for financial information system
design and implementation. These services, which include designing or
implementing a system that aggregates source data underlying the financial
statements or generates information that is significant to our financial
statements, are provided internally or by other service providers. We do not
engage RSM Richter to provide compliance outsourcing services.

Effective May 6, 2003, the Securities and Exchange Commission
adopted rules that require that before RSM Richter is engaged by us to render
any auditing or permitted non-audit related service, the engagement be:

- approved by our audit committee (the functions of which are performed by
  our entire board of directors); or

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- 42 -

- entered into pursuant to pre-approval policies and procedures established
  by the board of directors, provided the policies and procedures are detailed
  as to the particular service, the board of directors is informed of each
  service, and such policies and procedures do not include delegation of the
  board of directors' responsibilities to management.

Our board of directors has considered the nature and amount of
fees billed by RSM Richter and believe that the provision of services for
activities unrelated to the audit is compatible with maintaining RSM Richters
independence.

However, all of the above services and fees were reviewed and
approved by our board of directors either before or after the respective
services were rendered.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibits required by Regulation S-K

(3)
      Articles of Incorporation and By-laws3.1
      Articles of Incorporation
          (attached as an exhibit to our registration statement on Form SB-2 filed
          September 25, 2006)3.2
      By-Laws (attached as an exhibit
          to our registration statement on Form SB-2 filed September 25, 2006)(10)
      Material Contracts10.1
      Form of Subscription Agreement
          between News of China Inc. and placees (attached as an exhibit to our
          registration statement on Form SB-2 filed September 25, 2006)10.2
      Form of Private Placement
          Subscription Agreement Between Chenling Shi and the Issuer (incorporated
          by reference to an exhibit to the Issuers current report on Form
          8- K filed with the Securities and Exchange Commission on June 23, 2009)(14)
      Code of Ethics14.1
      Code of Ethics adopted September
          10, 2007 (attached as an exhibit to our annual report on Form 10-KSB
          filed September 28, 2007)(31)
      Section 302 Certification31.1*
      Certification
          Statement of the Chief Executive Officer and Chief Financial Officer
          pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(32)
      Section 906 Certification32.1*
      Certification
          Statement of the Chief Executive Officer and Chief Financial Officer
          pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


*filed herewith

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- 43 -

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

NEWS OF CHINA INC.

By: /s/ Chenxi
ShiChenxi Shi President, Treasurer and DirectorPrincipal
Executive Officer, Principal Financial Officer and Principal Accounting Officer
Date: September 28, 2009

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

/s/ Chenxi
ShiChenxi
Shi President, Treasurer and DirectorPrincipal Executive Officer, Principal
Financial Officer and Principal Accounting Officer Date: September 28, 2009

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