UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549  FORM 10-K  [X] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934  For the period ended: June 30, 2008.  [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Ac of 1934  For the transition period from         to  Commission File Number:   333-137437  USChina Channel, Inc. __________________________________________________ (Exact name of Small Business Issuer as specified in its charter)  Nevada                              20-4854568 --------------------------------    ---------------------------------- (State or other jurisdiction of      (IRS Employer Identification No.) incorporation or organization)   665 Ellsworth Avenue, Connecticut           06511 (Address of principal executive offices)      (Postal or Zip Code)  Issuer's telephone number, including area code:     203-844-0809  Securities registered pursuant to Section 12(b) of the Exchange Act: None  Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock, par value $.001 per share  Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [ ]  Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, 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. Yes [x]               No [ ]   1   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 Act. (Check one):  Large accelerated filer [ ]             Accelerated filer [ ]  Non-accelerated filer [ ](Do not        Small reporting company [x] check if smaller reporting company)    Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [x]             No[ ]  The issuer's revenues for the its most recent fiscal year: $0  The number of shares outstanding of the issuer's Common Stock, $.001 par value, as of June 30, 2008 was 1,220,456 shares.  Documents Incorporated By Reference: See Part III Item 13.                                   2    TABLE OF CONTENTS TO ANNUAL REPORT ON FORM 10-K FOR YEAR ENDED JUNE 30, 2008  Page PART I Item 1. Description of Business  --------------------------------  4 Item 1A. Risk Factors -------------------------------------------  5 Item 1B. Unresolved Staff Comments ------------------------------  7 Item 2. Description of Property  --------------------------------  7 Item 3. Legal Proceedings    ------------------------------------  7 Item 4. Submission of Matters to a Vote of Security Holders -----  7  PART II Item 5. Market for Registrants Common Equity and related Stockholder Matters   ---------------------------  8 Item 6. Selected Financial Data ---------------------------------  8 Item 7. Managements Discussion and Analysis or Plan of Operation                 ----------------------------  8 Item 7A. Quantitative and Qualitative Disclosures About Market Risk             ---------------------------------- 9 Item 8. Financial Statements         ----------------------------  9 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures  ------------------- 17 Item 9A. Controls and Procedures    ----------------------------- 17  PART III Item 10. Directors, Executive Officers of the Registrant-------- 18 Item 11. Executive Compensation  -------------------------------- 19 Item 12. Security Ownership of Certain Beneficial Ownership Management  ---------------------------------- 20 Item 13. Certain Relationships and Related Transactions  -------- 20 Item 14. Principal Accountant Fees and Services ----------------- 21  Part IV Item 15. Exhibits  ---------------------------------------------- 21  Signatures ------------------------------------------------------ 22         (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)         3    FORWARD-LOOKING STATEMENTS  Subject to Section 21 E, of the exchange Act, this Annual Report on Form 10-K contains forward-looking statements. The forward-looking statements are based on our current goals, plans, expectations, assumptions, estimates and predictions regarding the Company.  When used in this Annual Report, the words "plan", "believes," "continues," "expects," "anticipates," "estimates," "intends", "should," "would," "could," or "may," and similar expressions are intended to identify forward looking statements.  Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, events or growths to be materially different from any future results, events or growths expressed or implied in this Annual Report.   PART I  Item 1: Description of Business:  USChina Channel Incorporation ("the Company") was incorporated in the State of Nevada on April 26, 2006. The Company's website address is at: www.uschinachannel.net  The Company is in the development stage and has not yet commenced operations or generated any revenue. Although the Company raised small amount of capital in August 2007, the auditor is concerned that the Company may not have the ability to continue its business if the Company do not generate revenue and profits in operation. However, it remains the Companys intention to furnish following business services:  a. Preparing SEC filings for Chinese companies, as well as US "shell" companies that are willing to conduct merger transactions. b. Making text format conversion, and Edgar electronic filing for Forms 10-Q, 10-K, 14C, S-1, 8-K, Form 3's, 4's and 5's and other SEC forms. c. Agency services for exhibits, including FREE demonstrations, d. Making budget plans. e. Document preparation for shareholder meetings. f. Arranging displays and exhibit or display booths. g. Agency services for conferences or road shows to prepare documents to assist executives with company presentations. h. Patent broker services, including patent filings.  The target market will be small to medium size private companies in the People's Republic of China who wish to merge with business partners in the United States, Canada or Europe, to become publicly listed through either an IPO (Initial Public Offering) or a "reverse" merger with a public "shell" company. Our target market further includes Chinese companies that are already publicly listed in the US, Canada, or Europe, who wish to hire our Company to provide our services such as filings, road shows, trade shows, conferences, and other business services which they presently lack.  However, there is intense competition existing in the Chinese business  4   service area, especially in the massive financial market. There are many lawyers who perform SEC filing work.  Many professionals are now bi-lingual and there are many full service companies that are replacing the "one individual" item service Company. Our Company does not provide legal advice, nor does it perform investment advisor services. This may limit the number of customers the Company can acquire.  At the present time, the Company does not have any paid employees. Mr. Chien, and Mr. Li, the Company's two officers, currently serves without compensation.  To invest in our company has very high risk. Please see Risk Factors in following Item 1A, and Item 7,Managements Discussion and Analysis or Plan of Operation.  Item 1A. Risk Factors  An investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and information provided in this annual report and other filings. If any of the following risks actually occur, our business, financial condition, or results of operations could be materially and adversely affected.  Risks Relating To Our Business  We have no operating history and our operating results are unpredictable. We have no operations. However, we have experienced a loss since inception due to expenses associated with becoming a public entity and start-up. We established the Company as a Nevada corporation in April of 2006. Shortly thereafter, we applied to the SEC to become an EDGAR filer, and we granted such status on June 28, 2006. Although we believe that we are capable of generating revenue from our intended business, our management does not have much experience in filing SEC documents, since we are in business for a short period. Since the Company's formation, we have not realized any revenue. We do not have any customers to date. We are in the developmental stage, but there is no certainty that our business will ultimately prove successful.  We will incur increased costs as a result of being a public company. Conducting our business as a public company has caused us to incur significant accounting and other expenses that we did not have as a private company. In addition, the Sarbanes-Oxley Act, as well as certain rules implemented by the SEC, require changes in corporate governance practices of public companies. These new rules and regulations will increase our legal, accounting and financial compliance costs and will require additional staff time.  Our auditors have raised substantial doubt about our ability to continue as a going concern. Because we do not have sufficient working capital necessary to pursue our business objectives, our auditors have expressed their opinion that we may fail in the future if we do not generate revenue and get profits soon. This opinion must be disclosed to all potential investors and other sources of capital, which may adversely affect our ability to raise capital. Shareholders and creditors' confidence may be very low in evaluating our Company. If we are successful in acquiring a loan or a line of credit, we may be charged a much higher interest rate because of our financial condition.  5    We do not yet have any substantial assets, and we only raised small funds in past finance offering. After our SB2 being effective on May 10, 2007, we raised capital about $68,050 before August 21, 2007. On May 14, 2008 we retired 239,544 shares of treasure stock, and issued 24,356 shares to Officer Andrew Chien to offset his free of interests loan of $12,178. From inception till June 30, 2008, we got total financing of over $ 80,000 with accumulated operating deficit of over $22,000. Although we raised some capital, which still is a small amount as a public company, we only have assets in cash of about $59,000 on June 30, 2008.  Our Officer, Mr. Chien, has limited financial capability, and has to run another outside business. He may be unable to devote his enough time to the Company, if another business fails. Mr. Chien, our President, is also responsible for the operations of another company, USChina Channel LLC, which has similar clientele but some different services than USChina Channel Inc. In May 2008, Andrew Chien applied himself as an independent SEC file agency. The activities of the LLC may constantly occupy his time, which may result in interruptions or delays in our customer service for our Company. Also the profitability of LLC greatly affected his financial capability to perform his services for the Company without compensation. The failure of his business in LLC may cause him to cease the operation of our Company.  We are subject to the many risks of doing business in China. Any slow down in the economy of China could reduce the demand for our services. Our business, financial condition, results of operations and prospects are affected significantly by economic, political, legal developments, or the changes in the regulations and rules of the financial industry in China.  We are subject to the risk of SEC regulation change. Our potential customers are interested in "reverse mergers" with a US, or Canadian "shell" Company. Any future SEC regulation changes that affect "reverse mergers" and "back door registrations" will greatly influence our potential number of customers.  We have no business insurance

.. We have no business insurance to basically cover losses resulting from business interruptions, theft, or unanticipated legal expenses. For example, in our website, we previously published some article to make statements that some Chinese company had noncompliance with the federal securities laws. Such statements purely based on our opinions, not based on findings by a court or regulatory body. Such statements may cause some parties to seek legal remedies against us, which may yield the unanticipated legal expenses to hurt our business substantially.  If we grant employee share options or other share-based compensation in the future, our net income per share could be negatively affected. If we are forced to pay employees or business cooperators with stock, or stock options for services already performed, we may substantially reduce the worth of each share.  Foreign currency exchange policy in China could adversely affect our profitability.  6   In China, it is not free for any business or person to exchange Chinese currency (RMB) into US dollars. Some payments to us may be in RMB. We would need assistance to change RMB into dollars, which could incur fees. This may reduce our profits. The fluctuations of the foreign currency exchange rate may also affect our revenues and operating proceeds.  Our sole director controls our Company. Our sole director, Mr. Chien currently owns over 84% of the outstanding common stock. He will be the only individual in a position to elect directors, and members of the Audit Committee. The minority shareholders will not have any control over the Company.  We are dependent upon our officer Mr. Chien to develop our business. We have no employees and are solely dependent upon our officer, Mr. Chien, to create and maintain our business. We do not carry a "key person" life insurance policy on Mr. Chien. The loss of Mr. Chien could have a material adverse affect on our Company. However, Mr. Chien has stated that he has no intention of leaving the Company.  Risks Related to Our Securities  We must comply with penny stock regulations, which could effect the liquidity and price of our stock. Our common stock was traded in the OTCBB as a penny stock, which generally is the equity security with a price of less than $5.00. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in "penny stocks." These rules may have the effect of reducing the level of trading activity in the secondary market for our stock. The investors may find it more difficult to sell the shares.  We do not anticipate paying any cash dividends in the foreseeable future. We do not plan to pay any cash dividends in the foreseeable future. Any return on your investment would derive from an increase in the price of our stock, which may or may not occur.  Sales of the common stock offered at par value may cause the market price for the common stock to decrease. A total of 1,060,000 shares of common stock were sold at par value, which is substantially less than the offering price of the shares being offered to investors in August 2007's offering. If these shares were planned to sell in the future, the sales may cause the market price of the common stock to decrease. However, all of the shares of common stock are restricted securities as defined under Rule 144 of the Securities Act; meaning the stock may be eligible for sale after a period of six months, subject to timing, limits of sale quantity, and sale restrictions.  Item 1B. Unresolved Staff Comments  None.  Item 2. Description of Property:  The Company does not own or lease offices or property of any kind. Mr. Chien supplies the Company with office space and office equipment on rent-free.  Item 3. Legal Proceedings:  7    None.  Item 4. Submission of Matters to a Vote of Security Holders:  In the fiscal year ended June 30, 2008, no any matter was submitted to the Company's shareholders for a vote.   PART II  Item 5. Market for Registrants Common Equity and related Stockholder Matters.  a. Market Information. Our common stock, par value $0.001, is listed on the Over-The-Counter Bulletin Board ("OTCBB") under the symbol "USCC". At this time when the report submitted, there is no commerce of trading yet.  b. Dividends. We have not declared any dividends yet.  Item 6. Selected Financial Data  Financial Highlights  _($)_____________________________________________________________________ Fiscal Year Ended June 30,                  2008        2007  Revenue                              0           0 Income (Loss) from Operation            (11,206)    (11,620) Net Income (Loss)                  (10,126)    (11,620) Cash & Cash Equivalents               59,050       1,020 Liabilities                            0      12,113 Shareholder Equities                  59,049     (11,093) _________________________________________________________________________  Item 7. Managements Discussion and Analysis or Plan of Operation:  After our SB2 being effective on May 10, 2007, we raised capital about $68,050 before August 21, 2007. On May 14, 2008 we retired 239,544 shares of treasure stock, and issued 24,356 shares to Officer Andrew Chien to offset his free of interests loan of $12,178. From inception till June 30, 2008, we got total financing of over $ 80,000 with accumulated operating deficit of over $22,000. Although we raised some capital, which still is a small amount as a public company. Mr. Chien would need to perform the majority of the work. Under the arrangement, we anticipate we will have sufficient capital to cover our expenses for the next 12 months, our efforts have directed towards obtaining customers who are willing to pay for our services.  Currently the Chinese stock market has a correction. The equity market of Shanghai Stock Index of China has lost significant portion from its peak value reached in the summer of 2007. Many Chinese private companies have cash crunch issues. Some of the Company's potential clients paused their US public plans because of high front costs. This environment increased our difficulties to allocate customers, but on other side it creased the demands for some big-sized Chinese companies to access US capital market. We are  8   careful to schedule our business plan under the new market condition. We are fully cooperating with our Chinese business cooperators or Chinese investors to launch our business activities.  Since we are in the initial stages of developing our business, there is no assurance that there will be sufficient demand for our services to allow us to operate profitably. Our auditors have determined that we do not currently have sufficient working capital necessary to be successful. As a result, our auditors have raised substantial doubt about our ability to continue. On June 30, 2008, the cash balance on hand for the Company was $59,049.  If we are not successful at creating demand for our services, then it is unlikely we will generate revenue and become profitable.  We may change our business strategy. One consideration is to raise capital and then look for a high growth operating company China to do reverse merger, which may increase our shareholder value quickly. Currently, our company is in the "shell" status since there has been nominal operation and the major assets are cash. If we want to keep our company floating depends on operating income, we must find more customers who are willing to pay us on cash for our services, which is difficulty for us. We will deliver this issue in the upcoming annual shareholders meeting, and let majority of capital representative to make decision.  Results of Operations for the Fiscal Year Ended June 30, 2008 We did not earn any revenues and incurred operating expenses in the amount of $10,126 for the year ended June 30, 2008, compared with operating expenses in the amount of $11,620 for the year ended June 30, 2007. The expenses were mainly used to pay the expenses of entering and maintaining our company as a public entity.  We have not attained profitable operations and are dependent upon existing financing to complete our proposed business plan. For these reasons, there is substantial doubt that we will be able to continue as a going concern.  Off-Balance Sheet Arrangements: None.  Item 7A. Quantitative and Qualitative Disclosures About Market Risk  Interest Rates: Our exposure to market risk for changes in interest rates relates primarily to our short-term investments; thus, fluctuations in interest rates would not have a material impact on the fair value of these securities. At June 30, 2008, we had approximately $50,050 in cash and cash equivalents.  Exchange Rates: From 2001 until June 2005, the exchange rate of the RMB yuan to the U.S. dollar ranged within a narrow band of $0.12080 to 0.12083 to 1 RMB yuan. Beginning in July 2005, the Chinese government has permitted the value of the yuan to float within a broader range against the dollar and as a result the yuan has slowly risen against the dollar, and traded approximately   $0.14599 to 1 RMB yuan recently. The downtrend of US dollar increased the affordability of the potential Chinese clients for paying various services in USA, and reduced their benefits if they got the financing amount in the US dollars.  Inflation: We believe that inflation has not had a material effect on our operations to date.  Item 8. Financial Statements   REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  To the Board of Directors and Stockholders of USChina Channel Inc.  We have audited the accompanying balance sheets of USChina Channel Inc. (A Development Stage Company) as of June 30, 2008 and 2007, and the related statements of operations, stockholders' equity and cash flows for each of the years of the two-year period ended 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 audit.  We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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, the financial statements referred to above present fairly, in all material respects, the financial position of USChina Channel Inc. (A Development Stage Company) as of June 30, 2008 and 2007, and the results of its operations and its cash flows for each of the years in the two-year period ended June 30, 2008 in conformity with accounting principles generally accepted in the United States of America.  The accompanying financial statements have been prepared assuming that USChina Channel Inc. (A Development Stage Company) will continue as a going concern. As discussed in Note 3 to the financial statements, USChina Channel Inc. (A Development Stage Company) has minimal operations, which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.   /s/Kenne Ruan, CPA, P.C. Woodbridge, CT  September 15, 2008       9     USChina Channel INC. Consolidated Balance Sheets As of June30, 2008 and June 30, 2007 (audited) 6/30/20086/30/2007Cash$       59,050$         1,020Total Current Asset$       59,050$         1,020InvestmentProperty00Intangible Assets00Total Assets$       59,050$         1,020Liability and Shareholders equityCurrent LiabilityAccounts payable00Loan from Officer$                -$       12,113Total Liabilities$                -$       12,113Shareholders' EquityCommon shares w/  pa r  value $ 0.0011220456 & 1020000  o/s  respectively$         1,220$         1,020Additional paid-in capital$       80,068Deficit accumulated in development stage$     (22,239)$     (12,113)Total Shareholders' Equity$       59,049$     (11,093)                      10    USChina Channel INC. Consolidated Statements of Operations For Yeas Ended June 30, 2008 and 2007 (audited) YearYearended onended on6/30/20086/30/2007Revenue$                  -$                 -Gross Profits$                  -$                 -Operating expenses$                  -$                 -General and administration expenses$         11,206$       11,620Research and development costsIncome (loss) from Operation$       (11,206)$      (11,620)Other income (expenses)$                  -Interests income (expenses)$       1080(*)Income tax$                  -Net income (loss)$       (10,126)$      (11,620)Basic and diluted net earning per share1220456 & 1,020,000 Shares0/S respectively$           (0.01)$          (0.01)  * Note: Interests counted until June 28, 2008 due to Bank.                   11       USChina Channel INC. Consolidated Statements of Changes In Stockholders' Equity Until Year Ended June 30, 2008 (audited)  CommonPaid-inSharesParCapitalProfitsTotal(Loss)Issuance of Common Stock1,020,000$       1,020$         1,020Net Profits (Loss)$          (493)$          (493)Balance,June30,2006$          (493)$            527Net Profits (Loss)$     (11,620)$     (11,620)Balance, June 30, 20071,020,000$       1,020$     (12,113)$     (11,093)Issuance of Common Stock200,456$          200$             80,068Net Profits (Loss)$     (10,126)Balance, June 30,  20081,220,456$       1,220$             81,288$     (22,239)$       59,049                          12       USChina Channel INC. Consolidated Statements of Cash Flows For Yeas Ended June 30, 2008 and 2007 (audited)  YearYearended onended on6/30/20086/30/2007Cash Flow from operating activitiesNet Income (Loss)$         (10,126)$      (11,620)Net cash provided by operating activity$         (10,126)$      (11,620)Cash flows from investing activities$                    -$                  -Cash flows from financing activitiesProceeds from sale of common stock$          80,268$                  -Loan from Officer$                 65$        11,620Loan payment to Officer$         (12,178)Net cash provided by financing activities$          68,155$        11,620Net Increase in Cash$          58,030$                  -Cash, beginning at the period$            1,020$          1,020Cash, end at the period$          59,050$          1,020           13     USChina Channel Inc. NOTES TO FINANCIAL STATEMENTS June 30, 2008  1. ORGANIZATIONS AND DESCRIPTION OF BUSINESS  USChina Channel Inc was incorporated in Nevada on April 26, 2006, under the laws of the State of Nevada, for the purpose of providing management services to the small or median sized private companies in the People's Republic of China that want to look for business partners, or agencies, or financing resources, or to become public listing through IPO or reverse merger in the United States, Canada or Europe.  The Company is in the development stage with minimal operations.  2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  Basis of Accounting  The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a June 30 year-end.  Basic Earnings Per Share  In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. SFAS No. 128 supersedes the provisions of APB No. 15, and requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted the provisions of SFAS No.128 effective April 26, 2006  (date of inception).  Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of diluted items in the Company.  Cash and Cash Equivalents  The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.  Revenue Recognition  The Company recognizes revenue when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collectible is reasonably assured. This typically occurs when the services are rendered.  Use of Estimates and Assumptions  The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the  14   reporting period. Actual results could differ from those estimates. In accordance with FASB 16 all adjustments are normal and recurring.  Income Taxes  Income taxes are provided in accordance with Statement of Financial Accounting Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.  3. GOING CONCERN  After the SB2 being effective on May 10, 2007, the Company raised capital about $68,050 before August 21, 2007. On May 14, 2008 the Company retired 239,544 shares of treasure stock, and issued 24,356 shares to Officer Andrew Chien to offset his free of interests loan of $12,178. From inception till June 30, 2008, the Company got total financing of over $ 80,000 with accumulated operating deficit of over $22,000. Although the Company raised some capital, which still is a small amount as a public company. Although the above-mentioned financial activities increased the capability to keep the Company floating, there is no guarantee that the Company will be able to generate revenue to get the positive cash flow at the foreseeable future. The continuous operating loss and high costs to keep public listing would still raise the doubt about the Company's ability to continue as a going concern. The Company will try to raise capital again. However, there is no guarantee that it will be successful.  4. WARRANTS AND OPTIONS  There are no warrants or options outstanding to acquire any additional shares of common stocks.  5. RELATED PARTY TRANSACTIONS  On May 14, 2008 the Company issued 24,356 shares to Officer Andrew Chien to offset his free of interests loan of $12,178.  The Company neither owns nor leases any real or personal property. Mr. Andrew Chien has provided office and furniture without any charges.  6. INCOME TAXES  As of June 30, 2008  Deferred tax assets: Net operating tax carry forwards             $   0 Other                                            0  Gross deferred tax assets                        0  15   Valuation allowance                             (0) Net deferred tax assets                      $   0  Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry-forwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance.  7. NET OPERATING LOSSES  As of June 30, 2008, the Company has a net operating loss carryforward of $22,239. Net operating loss carryforward expires twenty years from the date the loss was incurred.  8. STOCK TRANSACTIONS  Transactions, other than employees' stock issuance, are in accordance with paragraph 8 of SFAS 123. Thus issuances shall be accounted for based on the fair value of the consideration received. Transactions with employees' stock issuance are in accordance with paragraphs  (16-44) of SFAS 123. These issuances shall be accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, or whichever is more readily determinable.  On May 14, 2008 the Company issued 24,356 shares to Officer Andrew Chien to offset his free of interests loan of $12,178.  9. STOCKHOLDERS' EQUITY  The stockholders' equity section of the Company contains the following classes of capital stock as of June 30, 2007:  Common stock, $0.001 par value: 75,000,000 shares authorized; 1,220,456 shares issued and outstanding.  Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures  None.  Item 9A. Controls and Procedures  Evaluation of Disclosure Controls:  We evaluated the effectiveness of our disclosure controls and procedures as of the end of the 2008 fiscal year. This evaluation was conducted with the participation of our chief executive officers and our principal accounting officers.  Disclosure controls are controls and other procedures that are designed to ensure that information that we are required to disclose in the reports we file pursuant to the Securities Exchange Act of 1934 is  recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms.  Conclusions:  16    Based upon their evaluation of our controls, the chief executive officer and principal accounting officer have concluded that, subject to the limitations noted above, the disclosure controls are effective providing reasonable assurance that material information relating to us is made known to management on a timely basis during the period when our reports are being prepared. There were no changes in our internal controls that occurred during the fiscal year covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls.   PART III Item 10. Directors, Executive Officers, Promoters And Control Persons  All directors of our Company hold office until the next annual meeting of the shareholders, or until their successors have been elected. The officers of our Company are appointed by our board of directors and hold office until their death, resignation or removal from office. As of date of the report, our directors and executive officers are listed below.   Name             Age          Term Served as       Position with the Director/Officer        Company  Andrew Chien      63 April, 2006         President, Treasurer, CFO, Director, Principal Accountant  Kin Yuet Li                  September, 2008       Secretary   Andrew Chien is the founder of our Company. He also owns USChina Channel LLC, which was established in January 2006. Since 1998, Andrew Chien has been a self-employed, stock market, day-trader and investor. He has engaged in SEC file agency since June 2006.  Mr. Chien was born in China and received his Bachelor of Science degree at The Jiangsu Institute of Technology, Zhengjiang, Jiangsu, China in 1968. He was gainfully employed for eighteen years in China until he came to the United States in 1986. In 1988, he received his Masters degree of Mathematics at the University of Rhode Island. In 1999, he became a US citizen. Mr. Chien's extensive education and professional experience in the both U.S. and in China make him a valuable asset to conduct business for the Company, as he can instinctively understand and negotiate the cultural differences between Chinese individuals and US. Mr. Chien is not an officer or director of any other reporting company.  Kin Yuet Li joined the Company in September 2008 as Secretary. Mr. Li is employed by Queens High School for The Sciences at York College, Jamaica, NY 11451 as Science Laboratory Specialist. He got his Master in Computer & Information Science at the University of New Haven, in August 2000.  On August 17, 2007, Charlene Yu resigned as a Director of our company due to her personnel issues. The Board of Directors has accepted her resignation. Charlene Yu was voted on the Board of Directors since inception of the Company. She was not an officer of this company.  Audit Committee  Name         Age       Term Served as       Position with the Company Member of Committee  Xiaoxi Wang     36          July, 2006          Member of the Audit  17   Committee  Xiaoxi Wang joined the Company on July 20, 2006, to fill a vacancy as a Member of the Audit Committee for the Company. Mr. Wang is neither a shareholder, nor a Director.  Mr. Wang is not affiliated with any other business or person who could impair or interfere with his independent judgment as a Member of the Audit Committee. Mr. Wang has extensive financial experience and possesses an in-depth understanding of financial statements and generally accepted accounting principles. He has experience in auditing and internal controls. From September 1999, through May 2003, Mr. Wang was a Junior/Senior auditor for KPMG, Chartered Accountants in Dublin, Ireland. From June 2003, until September 2005, he was employed as a senior auditor at Price Waterhouse Coopers, LLP., in New York. From September 2005, through April 2006, he was an Internal Audit Manager at Morgan Stanley Inc., in New York. Mr. Wang received his Bachelor of Engineering degree at Beijing University of Chemical Technology, China, in 1994, and his Masters of Business Administration at Trinity College Dublin, Ireland, in 1999.  Mr. Wang is not an officer or director, or a member of any audit committee of any other reporting company. Mr. Wang will hold his office until the next annual meeting of the shareholders, or until his successor has been elected and qualified. Mr. Wang's fee for his services on the Audit Committee will be paid in cash based on the time spent working, plus reimbursement for legitimate expenses.  There are no family relationships among the Officers, Directors or the Member of the Audit Committee.  Code of Ethics  In April 2006, the Company adopted the Code of Ethics pursuant to Item 406 of Regulation S-B, of which all our officers and employees are bound by. The Code of ethics is intended to promote honest and ethical conduct, full and accurate reporting, and compliance with the law. A copy of the Code of Ethics is included as Exhibit 14 to this registration statement. The full text of the Code of Ethics also posted in the Company's website: www.uschinachannel.net  A printed copy of the Code of Ethics may be obtained free of charge by writing to the Corporate Secretary at: USChina Channel, INC., 665 Ellsworth Avenue, New Haven, CT 06511.  Item 11. Executive Compensation  To date, we have no employees other than Mr. Chien and Mr. Li. No officer, director or member of the Audit Committee has yet been paid any compensation. We currently have no formal employment agreements or other contractual arrangements with our Officers, Member of Audit Committee, Directors, or anyone else regarding the commitment of time or the payment of salaries or other remuneration.  Mr. Chien will be compensated in the form of a service fee or charge paid from revenues generated by the Company's customers. The amount of his service charge is based upon: (1) primary responsibilities, (2) financial performance of the Company, (3) expected future financial performance of the  18   Company and (4) any other factors that are determined by the board of directors. The commencement of such compensation to Mr. Chien will also be determined at the discretion of our board of directors. The primary consideration when determining the timing of payments to Mr. Chien, if any, will be the financial condition of the Company. Specifically, we anticipate the board to authorize payment only when the Company realizes positive cash flow in any quarterly fiscal period. Mr. Chien's service charge will not exceed $150,000 in any fiscal year.  At this time, we do not anticipate awarding stock options to anyone.  Item 12.Security Ownership of Certain Beneficial Ownership Management  We have set forth in the following table information which is relative to our common stock beneficially owned on June 30, 2008 for:  (1) each shareholder we know to be the beneficial owner of 5% or more of our outstanding common stock; (2) each of our executive officers and directors; and (3) all executive officers and directors as a group.  As of June 30, 2008, there were 1,220,456 shares of our Common Stock issued and outstanding.  Name and Address of      Amount of           Percent of Class Beneficial Owner      Beneficial Owner       Before Offering  Andrew Chien 665 Ellsworth Avenue      1,024,356               84% New Haven, CT 06511  Kin Yuet Li Jackson Height, NY 11375      1,500               0.1%  Total:                  1,025,856               84%   Item 13. Certain Relationships and Related Transactions  None of our directors or officers, nor any individual who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to all of our outstanding shares, nor any relative or spouse of any of the foregoing persons has any material interest, direct or indirect, in any transaction since our incorporation or in any presently proposed transaction which, in either action, has or will materially affect us.  Our only officers, Mr. Chien is the owner of another company: USChina Channel LLC. Although USChina Channel LLC may help the Company to attract new customers, it also may distract Mr. Chien's time. The Company has not formulated a plan for the resolution of such conflicts.  Before the Company got financing in August 2007, the Company was completely dependent upon loans from Mr. Chien to fully fund the operation, due to a financial agreement between Mr. Chien and the Company, dated October 3, 2006.  On May 14, 2008 the Company issued 24,356 shares to Officer Andrew Chien to offset total his free of interests loan of $12,178.   19   The Company neither owns nor leases any real or personal property. Mr. Chien has provided office and furniture without any charges.   Item 14. Principal Accountant Fees and Services.  Audit Fees:  The fees billed by Kenne Ruan, CPA, P.C. for professional services rendered for auditing the Companys annual financial statements for the fiscal year ended June 2008 were $1,500.  The fees billed by Kenne Ruan, CPA, P.C. for professional services rendered for auditing the Companys annual financial statements for the fiscal year ended June 2007 were $800.  Audit related fees: None  Tax Fees: None  All Other Fees: None  Pre-Approval Policies and Procedures: All of the auditing and permissible non-auditing services were approved in advance by the Board of Directors in accordance with its procedure. An estimate for the service to be performed should be submitted to our Board of Directors by the accountants before they were engaged to perform particular services.  PART IV Item 15. Exhibits.  Exhibit                                      Filed    ___References In______ No       Description_______________________ herewith_  Form  Exhibit  Filing Date  3.1      Articles of Incorporation                     SB2   3.1   09/19/06  3.2      Bylaws, as Amendment                           8K   3.01  11/29/07  10.1     Issuance of shares exchanging for debt & Remaining treasury stock retired             8K         06/27/08  23.1     Consent of Independent Registered Public Accounting Firm                 X  31       Section 302 Certification of CEO & CFO                           X  32       Section 906 Certification of CEO & CFO                           X       20   Signature:  Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.    USChina Channel Inc  Dated: September 23, 2008             By: /s/ Andrew Chien  ------------------------  Andrew Chien, CEO, CFO  In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Name                   Title                   Date  /s/Andrew Chien              CEO & CFO             September 23, 2008 Andrew Chien                        21