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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-K

(Mark One)

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

For the fiscal year ended June 30, 2010or

[   ] 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      | (I.R.S. Employer   
|of incorporation or 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.

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 $0.10 per share
for an aggregate market value of $410,000 1

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 2, 2010.

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, 2010.

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).

ii

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TABLE OF CONTENTS

|PART
      I                                                                                                                     | 1 
|-------------------------------------------------------------------------------------------------------------------------------- | --
|ITEM
      1. BUSINESS                                                                                                           | 1 
|ITEM
      1A. RISK FACTORS                                                                                                      | 2 
|ITEM
      1B. UNRESOLVED STAFF COMMENTS                                                                                         | 9 
|ITEM
      2. PROPERTIES                                                                                                         | 9 
|ITEM
      3. LEGAL PROCEEDINGS                                                                                                  | 10
|ITEM
      4. (REMOVED AND RESERVED)                                                                                             | 10
|PART
      II                                                                                                                    | 10
|ITEM
      5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
      ISSUER PURCHASES OF EQUITY SECURITIES | 10
|ITEM
      6. SELECTED FINANCIAL DATA                                                                                            | 11
|ITEM
      7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
      OF OPERATIONS                        | 11
|ITEM
      7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                        | 14
|ITEM
      8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                                        | 14
|ITEM
      9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
      FINANCIAL DISCLOSURE                         | 15
|ITEM
      9A(T). CONTROLS AND PROCEDURES                                                                                        | 15
|ITEM
      9B. OTHER INFORMATION                                                                                                 | 16
|PART
      III                                                                                                                   | 16
|ITEM
      10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                                            | 16
|ITEM
      11. EXECUTIVE COMPENSATION                                                                                            | 20
|ITEM
      12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
      RELATED STOCKHOLDER MATTERS              | 22
|ITEM
      13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE                                   | 23
|ITEM
      14. PRINCIPAL ACCOUNTING FEES AND SERVICES                                                                            | 24
|PART
      IV                                                                                                                    | 25
|ITEM
      15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES                                                                           | 25
|SIGNATURES                                                                                                                       | 26

iii

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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 when we were first established was to
provide an online financial media outlet for researching China-related stocks.
This media outlet would provide 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.

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 initial 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.

1

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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.
However, our management was not able to organize an investor relations forum as
planned.

In early 2007, our online financial media outlet experienced
software difficulties and is currently not operational.

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 that time, 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.

Competition

We are a company seeking prospective business opportunities. We
compete with other companies for both the acquisition of prospective businesses
and the financing necessary to develop such businesses.

Employees

We currently have no employees, other than our sole officer and
director, and we do not expect to hire any employees in the foreseeable future.
We presently conduct our business through agreements with consultants and
arms-length third parties.

Subsidiaries

We do not have any subsidiaries.

Research and Development Expenditures

We did not incur expenditures in research and development over
the last fiscal year.

Intellectual Property

We do not own, either legally or beneficially, any patent or
trademark.

ITEM 1A. RISK FACTORS

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

2

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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 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, 2010, we had an accumulated deficit of $186,896.
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 21, 2010, our independent
auditors stated that our financial statements for the period October 11, 2005
(Date of Inception) to June 30, 2010 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.

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.

3

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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.

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.

4

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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.

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. 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.

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.

5

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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 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.

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.

6

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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.

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.

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, 2010, the exchange rate between the Renminbi and
the United States dollar was 6.69 Renminbi to every one United States dollar.

7

---

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.

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.

8

---

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.

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.

9

---

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. (REMOVED AND RESERVED)

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 bid 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, 2010
    $0.00
    $0.00March 31, 2010
    $0.00
    $0.00December 31, 2009
    $0.00
    $0.00September 30, 2009
    $0.052
    $0.00June 30, 2009
    $0.03
    $0.01March 31, 2009
    $0.05
    $0.01December 31, 2008
    $0.15
    $0.05September 30, 2008
    $0.15
    $0.15


Holders of our Common Stock

As of September 28, 2010, there were approximately 63 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.
Colonial Stock Transfer Co, Inc. 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:

10

---

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

Securities authorized for issuance under equity
compensation plans.

Equity Compensation Plan Information

Plan category
    Number of securities to beissued upon exercise of outstanding options,
      warrants and rights
    **Weighted-average
      exercise** price of outstanding options, warrants
      and rights
    Number of securities remaining
      available for future issuance under equity
      compensation plans (excluding securities reflected
      in column (a))(a)
    (b)
    (c)Equity compensation plans approved by security holders
    Nil
    Nil
    NilEquity compensation plans not approved by security
      holders
    Nil
    Nil
    NilTotal
    Nil
    Nil
    Nil


As at June 30, 2010, we had not adopted any equity compensation
plan.

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, as
amended). 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, as amended.

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.

11

---

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


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, 20010 which are included herein.

PercentageYear Ended
    
    
      Year Ended
    
    
    Increase/June 30, 2010
    
    
      **June 30, 2009**
    
    
    DecreaseRevenue
    $
      --
    
    $
      --
    
    
    --Expenses
    
      31,837
    
    
      32,735
    
    
    -2.74%Net Loss
    $
      (31,837
    )
    $
      (32,735
    )
    
    -2.74%


Revenues

We recorded a net operating loss of $31,837 for the 12 months
ended June 30, 2010 and have an accumulated deficit of $186,896 since inception.
We have had no operating revenues since our inception on February 25, 2005
through to the year ended June 30, 2010. 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, 2010 and 2009 are outlined in the table below:

June 30
      
      
      June 302010
      
      
      2009General and administrative
    $
    4,506
    
    $
    705Professional fees
    
    25,928
    
    
    29,150Foreign exchange
    
    1,403
    
    
    2,895Interest
    
    -
    
    
    (15
    )Total Expenses
    $
    31,837
    
    $
    32,735


In the 12 months ended June 30, 2010 our expenses decreased
2.74% relative to the 12 month period ended June 30, 2009 because of a decrease
in the professional fees we paid.

Liquidity and Capital Resources

Our financial condition for the year ended June 30, 2010 and
2009 and the changes between those periods for the respective items are
summarized as follows:

12

---

|Working Capital     |   |                         |   |   |          |  |  | Percentage |  
|------------------- | - | ----------------------- | - | - | -------- |  |  | ---------- | -
|                    |   | 12 months ended June 30 |   |   | Increase | 
|                    |   | 2010                    |   |   | **2009** |  |  | (Decrease) |  
|Current Assets      | $ | 28,851                  |   | $ | 59,604   |  |  | (51.60%    | )
|Current Liabilities |   | 38,832                  |   |   | 38,294   |  |  | (1.40%     | )
|Working Capital     | $ | (9,981                  | ) | $ | 21,310   |  |  | (146.84%   | )

The 146.84% decrease in our working capital was primarily due
to our lack of revenues.

Cash Flows

12 months
    
    
    12 monthsended
    
    
    endedJune 30
    
    
    June 302010
    
    
    2009Cash flow used in operating
      activities
    $
    30,064
    
    $
    28,282Cash flow used in investing activities
    
    --
    
    
    --Cash provided by financing activities
    
    628
    
    
    50,100Net
      increase (decrease) in cash
    $
    (29,436
    )
    $
    21,818


Cash Used in Operating Activities

As of June 30, 2010 our cash used in operating activities
stayed at a similar level from the previous year, increasing slightly by 6.3% .

Cash Provided by Financing Activities

As of June 30, 2010 our cash provided by financing activities
decreased by 98.75% because we were able to obtain an equity financing of
$50,000 in the year ended June 30, 2009 but were not able to secure any equity
financing in the year ended June 30, 2010.

Future Financings

We recorded a net operating loss of $31,837 for the year ended
June 30, 2010 and have an accumulated deficit of $186,896 since inception. As at
June 30, 2010 we had cash totaling $28,601 and for the next 12 months,
management anticipates that the minimum cash requirements to fund our proposed
exploration program and 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, 2010 and 2009, 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.

13

---

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.

Application of Critical Accounting Policies

A summary of our significant accounting policies are disclosed
in detail in Note 3 of our financial statements on page F-9

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK

Not Applicable

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

14

---







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

Financial StatementsJune 30, 2010Expressed in U.S. Funds

RSM Richter Chamberland LLPChartered AccountantsMontreal





















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

F-1

---

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

Financial StatementsJune 30, 2010Expressed in U.S. Funds



Contents

|Report of Independent
      Registered Public Accounting Firm | F-3       
|------------------------------------------------------------- | ----------
|                                                              |           
|Balance Sheets                                                | F-4       
|                                                              |           
|Statements of
      Shareholders' Deficiency                  | F-5       
|                                                              |           
|Statements of Operations                                      | F-6       
|                                                              |           
|Statements of Cash Flows                                      | F-7       
|                                                              |           
|Notes to Financial
      Statements                           | F-8  F-14

F-2

---

RSM Richter
Chamberland LLPComptables agréésChartered Accountants

2, Place Alexis NihonMontréal, (Québec) H3Z 3C2Téléphone / Telephone : (514) 934-3400Télécopieur / Facsimile : (514) 934-3408www.rsmrch.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, 2010 and 2009 and
the related statements of operations, shareholders' deficiency and cash flows
for the year ended June 30, 2010 and for the period from inception (October 11,
2005) to June 30, 2010 and June 30, 2009. 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. 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. 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, 2010
and June 30, 2009 and the results of its operations and its cash flows for the
year ended June 30, 2010 and for the period from inception (October 11, 2005) to
June 30, 2010 and June 30, 2009 in accordance with accounting principles
generally accepted in the United States.

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.

[Signed]RSM Richter Chamberland LLP 1

Chartered Accountants

Montréal, Québec September 21, 2010

1CA auditor permit no 15522

F-3

---

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

Balance SheetsAs At June 30, 2010Expressed in U.S. Funds

|                                             |  | 2010     |   |  | 2009     |  
|-------------------------------------------- |  | -------- | - |  | -------- | -
|                                             |  | $        |   |  | $        |  
|                                             |  |          |   |  |          |  
|Assets                                       |  |          |   |  |          |  
|Cash                                         |  | 28,601   |   |  | 58,037   |  
|Sales tax recoverable                        |  | -        |   |  | 1,567    |  
|Prepaid expenses                             |  | 250      |   |  | -        |  
|                                             |  | 28,851   |   |  | 59,604   |  
|                                             |  |          |   |  |          |  
|Liabilities                                  |  |          |   |  |          |  
|Accrued liabilities                          |  | 9,498    |   |  | 9,588    |  
|Loan payable, shareholder (note 5)           |  | 29,334   |   |  | 28,706   |  
|                                             |  | 38,832   |   |  | 38,294   |  
|Shareholders' deficiency                     |  |          |   |  |          |  
|Capital stock(note 6)                        |  | 2,590    |   |  | 2,590    |  
|Additional paid-in capital                   |  | 173,695  |   |  | 173,695  |  
|Accumulated other comprehensive income       |  | 630      |   |  | 84       |  
|Deficit accumulated during development stage |  | (186,896 | ) |  | (155,059 | )
|                                             |  | (9,981   | ) |  | 21,310   |  
|                                             |  | 28,851   |   |  | 59,604   |  

See accompanying notes



Approved on behalf of the board

/s/ Chenxi
Shi, Director

F-4

---

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

StatementsofShareholders'DeficiencyFromInception(October11, 2005) to June 30, 2010Expressedin U.S. Funds

|                                                            |  |                    |  |  |         |  |  |               |  |  |             |   |  | Deficit       |   |  |            |  
|----------------------------------------------------------- |  | ------------------ |  |  | ------- |  |  | ------------- |  |  | ----------- | - |  | ------------- | - |  | ---------- | -
|                                                            |  |                    |  |  |         |  |  |               |  |  | Accumulated |   |  | accumulated   |   |  |            |  
|                                                            |  |                    |  |  |         |  |  | Additional    |  |  | other       |   |  | during        |   |  | Total      |  
|                                                            |  | Common
      stock |  |  | paid-In |  |  | comprehensive |  |  | development |   |  | shareholders' |  
|                                                            |  | Shares             |  |  | Amount  |  |  | capital       |  |  | income      |   |  | stage         |   |  | deficiency |  
|                                                            |  |                    |  |  | $       |  |  | $             |  |  | $           |   |  | $             |   |  | $          |  
|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     |  
|Cumulative translation adjustment                           |  | -                  |  |  | -       |  |  | -             |  |  | 546         |   |  | -             |   |  | 546        |  
|Net loss for the year
      ended June 30, 2010             |  | -                  |  |  | -       |  |  | -             |  |  | -           |   |  | (31,837       | ) |  | (31,837    | )
|Balance  June 30, 2010                                     |  | 25,900,000         |  |  | 2,590   |  |  | 173,695       |  |  | 630         |   |  | (186,896      | ) |  | (9,981     | )

See accompanying notes

F-5

---

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

Statements of OperationsExpressed in U.S. Funds

|                                                         |  |               |   |  |               |   |  | From Inception         |  
|-------------------------------------------------------- |  | ------------- | - |  | ------------- | - |  | ---------------------- | -
|                                                         |  |               |   |  |               |   |  | **(October 11, 2005)** |  
|                                                         |  | Year Ended    |   |  | Year Ended    |   |  | to                     |  
|                                                         |  | June 30, 2010 |   |  | June 30, 2009 |   |  | June 30, 2010          |  
|                                                         |  | $             |   |  | $             |   |  | $                      |  
|Revenue                                                  |  | NIL           |   |  | NIL           |   |  | NIL                    |  
|Expenses                                                 |  |               |   |  |               |   |  |                        |  
|                                                         |  |               |   |  |               |   |  |                        |  
|General and
      administrative                         |  | 4,506         |   |  | 705           |   |  | 37,776                 |  
|Professional fees                                        |  | 25,928        |   |  | 29,150        |   |  | 154,135                |  
|Foreign exchange                                         |  | 1,403         |   |  | 2,895         |   |  | (3,868                 | )
|Interest                                                 |  | -             |   |  | (15           | ) |  | (1,147                 | )
|                                                         |  | 31,837        |   |  | 32,735        |   |  | 186,896                |  
|Net loss                                                 |  | (31,837       | ) |  | (32,735       | ) |  | (186,896               | )
|Other comprehensive income                               |  |               |   |  |               |   |  |                        |  
|                                                         |  |               |   |  |               |   |  |                        |  
|Cumulative translation adjustment                        |  | 546           |   |  | 816           |   |  | 630                    |  
|Comprehensive loss                                       |  | (32,383       | ) |  | (31,919       | ) |  | (186,266               | )
|Basic weighted
      average number ofshares outstanding |  | 25,900,000    |   |  | 15,013,636    |   |  | 17,340,179             |  
|Basic and diluted loss per share                         |  | (0.01         | ) |  | (0.01         | ) |  | (0.01                  | )

See accompanying notes

F-6

---

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

Statements of Cash FlowsExpressed in U.S. Funds

|                                                                                                 |  |               |   |  |               |   |  | From Inception         |  
|------------------------------------------------------------------------------------------------ |  | ------------- | - |  | ------------- | - |  | ---------------------- | -
|                                                                                                 |  |               |   |  |               |   |  | **(October 11, 2005)** |  
|                                                                                                 |  | Year Ended    |   |  | Year Ended    |   |  | to                     |  
|                                                                                                 |  | June 30, 2010 |   |  | June 30, 2009 |   |  | June 30, 2010          |  
|                                                                                                 |  | $             |   |  | $             |   |  | $                      |  
|Operating Activities                                                                             |  |               |   |  |               |   |  |                        |  
|Net loss                                                                                         |  | (31,837       | ) |  | (32,735       | ) |  | (186,896               | )
|Cumulative
      translation adjustment                                                          |  | 546           |   |  | 816           |   |  | 630                    |  
|                                                                                                 |  | (31,291       | ) |  | (31,919       | ) |  | (186,266               | )
|Changes
      in non-cash operating elements of 
                         
      working capital |  | 1,227         |   |  | 3,637         |   |  | 9,248                  |  
|                                                                                                 |  | (30,064       | ) |  | (28,282       | ) |  | (177,018               | )
|Financing Activities                                                                             |  |               |   |  |               |   |  |                        |  
|Loan payable, shareholder                                                                        |  | 628           |   |  | 100           |   |  | 29,334                 |  
|Capital stock issuance                                                                           |  | -             |   |  | 50,000        |   |  | 176,285                |  
|                                                                                                 |  | 628           |   |  | 50,100        |   |  | 205,619                |  
|Increase (decrease) in cash                                                                      |  | (29,436       | ) |  | 21,818        |   |  | 28,601                 |  
|Cash -
      beginning of period                                                                 |  | 58,037        |   |  | 36,219        |   |  | -                      |  
|Cash - end of period                                                                             |  | 28,601        |   |  | 58,037        |   |  | 28,601                 |  

See accompanying notes

F-7

---

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

Notes to Financial StatementsFrom Inception
(October 11, 2005) to June 30, 2010Expressed 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 Montréal, Québec, 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 21, 2010 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, 2010, the Company has accumulated losses of $186,896 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.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

F-8

---

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

Notes to Financial StatementsFrom Inception
(October 11, 2005) to June 30, 2010Expressed in U.S. Funds

|3. | Summary of significant accounting
  policies
|-- | --------------------------------------------

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. The Company adopted FIN 48 on
June 30, 2007 (its first fiscal year after December 15, 2006). See note 7 for
additional information.

Loss per share

Basic loss per share is calculated
based on the weighted average number of shares outstanding during the year.

F-9

---

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

Notes to Financial StatementsFrom Inception
(October 11, 2005) to June 30, 2010Expressed in U.S. Funds

|3. | Summary of significant accounting policies
      (continued)
|-- | ------------------------------------------------------------

Recently issued accounting pronouncements

In October 2009, the FASB issued Update
No. 2009-13, Revenue Recognition (Topic 605)  Multiple-Deliverable Revenue
Arrangements a consensus of the FASB Emerging Issues Task Force (ASU 2009-13).
ASU 2009-13 provides amendments to the criteria in ASC 605-25, Revenue
Recognition  Multiple-Element Arrangements for separating consideration in
multiple-deliverable arrangements. As a result of those amendments,
multiple-deliverable arrangements will be separated in more circumstances than
under existing U.S. GAAP. ASU 2009-13: 1) establishes a selling price hierarchy
for determining the selling price of a deliverable, 2) eliminates the residual
method of allocation and requires that arrangement consideration be allocated at
the inception of the arrangement to all deliverables using the relative selling
price method, 3) requires that a vendor determine its best estimate of selling
price in a manner that is consistent with that used to determine the price to
sell the deliverable on a standalone basis, 4) significantly expands the
disclosures related to a vendors multiple-deliverable revenue arrangements. ASU
2009-13 is effective prospectively for revenue arrangements entered into or
materially modified in fiscal years beginning on or after June 15, 2010. The
Company is currently evaluating the impact of this Statement on its consolidated
financial statements. The adoption of ASU 2009-13 is not expected to have a
material effect on the Companys financial position or results of operations.

In October 2009, the FASB issued Update
No. 2009-14, Software (Topic 985)  Certain Revenue Arrangements That Include
Software Elements a consensus of the FASB Emerging Issues Task Force (ASU
2009-14). ASU 2009-14 changes the accounting model for revenue arrangements that
include both tangible products and software elements and provides additional
guidance on how to determine which software, if any, relating to tangible
product would be excluded from the scope of the software revenue guidance. In
addition, ASU 2009-14 provides guidance on how a vendor should allocate
arrangement consideration to deliverables in an arrangement that includes both
tangible products and software. ASU 2009-14 is effective prospectively for
revenue arrangements entered into or materially modified in fiscal years
beginning on or after June 15, 2010. The adoption of ASC 2009-14 is not expected
to have a material effect on the Companys financial position or results of
operations.

In October, 2009, the FASB issued
Update No. 2009-15 (ASU 2009-15), Accounting for Own-Share Lending
Arrangements in Contemplation of Convertible Debt Issuance or Other Financing.
This update amends FASB ASC 470, Debt and provides guidance for accounting and
reporting for own-share lending arrangements issued in contemplation of a
convertible debt issuance. At the date of issuance, a share-lending arrangement
entered into on an entitys own shares should be measured at fair value in
accordance with FASB ASC 820, Fair value measurement and disclosure and
recognized as an issuance cost, with an offset to additional paid-in capital.
Loaned shares are excluded from basic and diluted earnings per share unless
default of the share-lending arrangement occurs. The amendments also require
several disclosures including a description and the terms of the arrangement and
the reason for entering into the arrangement. The effective dates of the
amendments are dependent upon the date the share-lending arrangement was entered
into and include retrospective application for arrangements outstanding as of
the beginning of fiscal years beginning on or after December 15, 2009. The
adoption of ASU 2009-15 is not expected to have a material effect on the
Companys financial position or results of operations.

F-10

---

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

Notes to Financial StatementsFrom Inception
(October 11, 2005) to June 30, 2010Expressed in U.S. Funds

|3. | Summary of significant accounting policies
      (continued)
|-- | ------------------------------------------------------------

In December 2009, the FASB issued
Update No. 2009-16 (ASU 2009-16), Accounting for Transfers of Financial
Assets, which is an amendment of FASB ASC 860, Transfers and Servicing. This
update will require more information about the transfer of financial assets.
More specifically, ASU 2009-16 eliminates the concept of a special purpose
entity, changes the requirements for derecognizing financial assets, and
enhances the information reported to users of financial statements. This update
will be effective for fiscal years beginning on or after November 15, 2009.
Early application is not permitted. The adoption of ASU 2009-16 is not expected
to have a material effect on the Companys financial position or results of
operations.

In February 2010, the FASB issued
Update No. 2010-11, Derivatives and Hedging (Topic 815): Scope Exception
Related to Embedded Credit Derivatives. ASU 2010-11 clarifies the type of
embedded credit derivative that is exempt from embedded derivative bifurcation
requirements. Specifically, only one form of embedded credit derivative
qualifies for the exemption  one that is related only to the subordination of
one financial instrument to another. As a result, entities that have contracts
containing an embedded credit derivative feature in a form other than such
subordination may need to separately account for the embedded credit derivative
feature. The amendments in ASU 2010-11 are effective for each reporting entity
at the beginning of its first fiscal quarter beginning after June 15, 2010.
Early adoption is permitted at the beginning of each entitys first fiscal
quarter beginning after March 5, 2010. The adoption of ASU 2010-11 is not
expected to have a material effect on the Companys financial position or
results of operations.

In April 2010, the FASB issued Update
No. 2010-13, Compensation  Stock Compensation (Topic 718): Effect of
Denominating the Exercise Price of a Share-Based Payment Award in the Currency
of the Market in Which the Underlying Equity Security Trades. This amendment
clarifies that a share-based payment award with an exercise price denominated in
the currency of a market in which a substantial portion of the entitys equity
securities trades shall not be considered to contain a market, performance, or
service condition. Therefore, such an award is not to be classified as a
liability if it otherwise qualifies as equity classification. ASU 2010-13 is
effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2010. Earlier application is permitted. The
adoption of ASU 2010-13 is not expected to have a material effect on the
Companys financial position or results of operations.

In April 2010, the FASB issued Update
No. 2010-17, Revenue Recognition  Milestone Method (Topic 605): Milestone
Method of Revenue Recognition. This ASU provides guidance on defining a
milestone under Topic 605 and determining when it may be appropriate to apply
the milestone method of revenue recognition for research or development
transactions. Consideration that is contingent on achievement of a milestone in
its entirety may be recognized as revenue in the period in which the milestone
is achieved only if the milestone is judged to meet certain criteria to be
considered substantive. Milestones should be considered substantive in their
entirety and may not be bifurcated. An arrangement may contain both substantive
and non-substantive milestones that should be evaluated individually. ASU
2010-17 is effective on a prospective basis for milestones achieved in fiscal
years, and interim periods within those years, beginning on or after June 15,
2010. Early adoption is permitted. The adoption of ASU 2010-17 is not expected
to have a material effect on the Companys financial position or results of
operations.

F-11

---

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

Notes to Financial StatementsFrom Inception
(October 11, 2005) to June 30, 2010Expressed in U.S. Funds

|3. | Summary of significant accounting policies
      (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | In April 2010, the FASB issued Update No. 2010-18,
      Receivables (Topic 310): Effect of a Loan Modification When the Loan is
      Part of a Pool That Is Accounted for as a Single Asset. This ASU
      clarifies that modifications of loans that are accounted for within a pool
      under Subtopic 310-30, which provides guidance on accounting for acquired
      loans that have evidence of credit deterioration upon acquisition, do not
      result in the removal of those loans from the pool even if the
      modification would otherwise be considered a troubled debt restructuring.
      An entity will continue to be required to consider whether the pool of
      assets in which the loan is included is impaired if expected cash flows
      for the pool change. The amendments do not affect the accounting for loans
      under the scope of Subtopic 310-30 that are not accounted for within
      pools. ASU 2010-18 is effective prospectively for modifications of loans
      accounted for within pools under Subtopic 310-30 occurring in the first
      interim or annual period ending on or after July 15, 2010. Early
      application is permitted. The adoption of ASU 2010-18 is not expected to
      have a material effect on the Companys financial position or results of
      operations.

|4. | Adoption of new accounting standards     
|-- | -----------------------------------------
|   |                                          
|   | Fair value measurements and
  disclosures

On January 1, 2010, the Company adopted
FASB ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820). This
Update provides amendments to Subtopic 820-10 and related guidance within U.S.
GAAP to require disclosure of the transfers in and out of Levels 1 and 2 and a
schedule for Level 3 that separately identifies purchases, sales, issuances and
settlements. It also clarifies exposing disclosures requirements indicating that
disaggregate information regarding classes of assets and liabilities that make
up each level and more detail regarding valuation techniques and inputs. This
Update is effective for fiscal years beginning on or after December 15, 2009
except for the disclosure regarding Level 3 activity which is effective for
fiscal years beginning after December 15, 2010. The adoption of ASU 2010-06 did
not have a material effect on the Companys financial position or results of
operations.

|5. | Loan payable, shareholder
|-- | -------------------------

The loan payable, shareholder is
payable on demand and is non-interest bearing.

F-12

---

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

Notes to Financial StatementsFrom Inception
(October 11, 2005) to June 30, 2010Expressed in U.S. Funds

|6. | Capital stock                                                                       
|-- | ------------------------------------------------------------------------------------
|   |                                                                                     
|   | Authorized without limit as to number, with a par value
      of $ 0.0001 - Issued -

| |                                       |  | 2010  |  |  | 2009  | 
| | ------------------------------------- |  | ----- |  |  | ----- | 
| |                                       |  | $     |  |  | $     | 
| |                                       |  |       |  |  |       | 
| | 25,900,000       
      common shares |  | 2,590 |  |  | 2,590 | 

|7. | Income taxes                                                                                                                                                                  
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                               
|   | As at June 30, 2010, there were Canadian Federal and
      Provincial income tax losses that may be applied against earnings of
      future years, not later than as follows:

| |      |  | $      | 
| | ---- |  | ------ | 
| |      |  |        | 
| | 2016 |  | 9,648  | 
| | 2027 |  | 57,000 | 
| | 2028 |  | 55,000 | 
| | 2029 |  | 33,000 | 
| | 2030 |  | 28,000 | 

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.

FIN 48 has not had a material effect on
our financial position or results of operations for 2010. The Company does not
expect its unrecognized tax benefits to change significantly over the next
twelve months.

F-13

---

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

Notes to Financial StatementsFrom Inception
(October 11, 2005) to June 30, 2010Expressed in U.S. Funds

|7. | Income taxes (continued)                                                                                                                                                                                                                                                                                                                       
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                
|   | 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.                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                
|8. | Related party transactions                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                
|   | Included in general and administrative are approximately
      $200 (2009 - $500) 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.

F-14

---

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, 2010 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.

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, 2010 that have materially affected, or
are reasonably likely to materially affect our internal control over financial
reporting.

15

---

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

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE

Directors and Executive Officers, Promoters and Control
Persons

As at June 30, 2010, 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, Secretary and Director
    44
    October 2005Zibing Zhang
    Vice President
    40
    October 2005Zhenyu Chen
    Vice President
    40
    May 2006


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.

16

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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.

Zhenyu Chen

Mr. Chen joined our company in May 1, 2006 and has served as
Vice President since then. He has over 10 years of work experience in computer
technology and project management. Mr. Chen has held various technical and
managerial positions in Mitsui Group, DTK Computer Co., Ltd, and Nova
Technology. Mr. Chen received his B.S. degree in mathematics from Shanghai Fudan
University and a Mater of Business Administration degree from HEC Montreal. Mr.
Chen provides his services on a full time basis to our company since he joined
our company on May 1, 2006.

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, 2010. 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.

17

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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 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.

Audit Committee and Audit Committee Financial Expert

We do not have a standing audit committee at the present time.
Our board of directors has determined that we do not have a board member that
qualifies as an audit committee financial expert as defined in Item 401(h) of
Regulation S-K, nor do we have a board member that qualifies as independent as
the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities
Exchange Act of 1934, as amended.

We believe that our board of directors is capable of analyzing
and evaluating our financial statements and understanding internal controls and
procedures for financial reporting. The board of directors of our company does
not believe that it is necessary to have an audit committee because we believe
that the functions of an audit committee can be adequately performed by the
board of directors. In addition, we believe that retaining an independent
director who would qualify as an audit committee financial expert would be
overly costly and burdensome and is not warranted in our circumstances given the
early stages of our development and the fact that we have not generated any
revenues from operations to date.

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.                                           

18

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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:

| | 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, 2010, all filing requirements
applicable to its officers, directors and greater than 10% beneficial owners
were complied with.

19

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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, 2010; 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, 2010 and 2009, 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
    2010 2009
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil NilZibing Zhang Vice President
    2010 2009
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil NilZhenyu Chen Vice President
    2010 2009
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    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.

Outstanding Equity Awards at Fiscal Year-End

As at June 30, 2010, we had not adopted any equity compensation
plan and no stock, options, or other equity securities were awarded to our
executive officers.

20

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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 ($)
      Option expiration date
      Numberof
        sharesor unitsof stock that
        have not vested (#)
      Marketvalue of 
        shares**of units****of stock**
        that havenot vested ($)
      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
      N/A
      N/A
      N/A
      N/A
      N/A
      N/A
      N/A
      N/A
      N/AZibing Zhang
      N/A
      N/A
      N/A
      N/A
      N/A
      N/A
      N/A
      N/A
      N/AZhenyu Chen
      N/A
      N/A
      N/A
      N/A
      N/A
      N/A
      N/A
      N/A
      N/A


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)N/A


Compensation of Directors

The particulars of compensation paid to our director for our
year ended June 30, 2010, is set out in the section titled Item 11. Executive
Compensation beginning on page 20

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)N/A


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,
2010.

21

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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.

Aggregated Options Exercised in the Year Ended June 30, 2010
and Year End Option Values

There were no stock options exercised during the year June 30,
2010.

Re-pricing of Options/SARS

We did not re-price any options previously granted during the
year ended June 30, 2010.

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
    38.6%


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
    1.2%common stock
    Chenxi Shi 1855
      Talleyrand, #203A Brossard, QC J4W 2Y9
    1,000,000
    Direct
    3.9%common stock
    Chenxi Shi 1855
      Talleyrand #203A Brossard, QC J4W 2Y9
    9,500,000
    Indirect 2
    36.7%common stock
    Zibing Zhang 3-5557
      Cote Des Neiges Montreal, QC, Canada
    1,000,000
    Direct
    3.9%Directors and Officers as a
      Group
    11,800,000
    
    45.70%


22

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______________________________

1 Percentage of ownership is based on 25,900,000
shares of common stock issued and outstanding as of September 28, 2010. 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. 2 The shares are held
in the name of Aventech Capital Inc. Chenxi Shi owns and holds dispositive
control over these shares.

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
40.6% of our issued and outstanding common stock as of September 28, 2010.

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 20, 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.

23

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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
    
    2010
    
    
    2009Audit fees
    $
    15,916
    
    $
    18,232Tax fees
    
    --
    
    
    --All other fees
    
    --
    
    
    --Total fees
    $
    15,910
    
    $
    18,232


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 Chamberland LLP,
Chartered Accountants for the fiscal years ended June 2010 and 2009 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 Chamberland 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 Chamberland to provide compliance outsourcing services.

Effective May 6, 2003, the Securities and Exchange Commission
adopted rules that require that before RSM Richter Chamberland 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
- 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 Chamberland and believe that the provision of
services for activities unrelated to the audit is compatible with maintaining
RSM Richter Chamberland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.

24

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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

25

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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: October 1, 2010

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: October 1, 2010

26

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