---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-KSB

(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, 2007

[    ]    TRANSITION REPORT UNDER
  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.(Name of
small business issuer in its charter)

|Delaware                                         | 98-0471083                          
|------------------------------------------------ | ------------------------------------
|(State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.)
|organization)                                    |                                     
|                                                 |                                     
|1855 Talleyrand, Suite 203A, Brossard, Quebec,   |                                     
|Canada                                           | J4W 2Y9                             
|(Address of principal executive offices)         | (Zip Code)                          

Issuer's telephone number (514) 586-3168

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

|Title of each class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|Nil                 | Nil                                      

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

Common Shares, par value $0.0001(Title of
class)

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

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B is not contained in this form, and no disclosure
will 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-KSB
or any amendment to this Form 10-KSB. [   ]

---

- 2 -

State issuer's revenues for its most recent fiscal year.
Nil

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12-b-2 of the Exchange Act).

Yes [   ] No [ X ]

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 sold, or the average bid and asked prices of such common
equity, as of a specified date within 60 days. (See definition of affiliate in
Rule 12b-2 of the Exchange Act.)

Note: If determining whether a person is an affiliate will
involve an unreasonable effort and expense, the issuer may calculate the
aggregate market value of the common equity held by non-affiliates on the basis
of reasonable assumptions, if the assumptions are stated.

3,400,000 common shares @ $0.51(1)= $1,734,000(1)Average of bid and ask closing prices on
September 5, 2007.

(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS)

Check whether the issuer has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes [ 
 ] No [   ]

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuer's
classes of equity stock, as of the latest practicable date.

15,900,000 common shares issued and outstanding as of
September 26, 2007

DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference,
briefly describe them and identify the part of the Form 10-KSB (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) of the Securities Act of 1933 ("Securities
Act"). The listed documents should be clearly described for identification
purposes (e.g., annual report to security holders for fiscal year ended December
24, 1990).

Transitional Small Business Disclosure Format (Check one): Yes [
] No [X].

---

- 3 -

PART I

|Item 1. | Description of Business.
|------- | ------------------------

Note Regarding Forward Looking Statements.

This annual report contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. 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 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.

In this annual report, unless otherwise specified, all dollar
amounts are expressed in United States dollars and all references to common
shares refer to the common shares in our capital stock.

As used in this annual report, the terms we, us and our,
mean News of China Inc. and our wholly owned subsidiary, News of China (Beijing)
Management Consultants Co., Ltd., unless the context clearly requires
otherwise.

Corporate Overview

The address of our principal executive office is 855
Talleyrand, Suite 203A, Brossard, Quebec, Canada, J4W 2Y9. Our telephone number
is (514) 586-3165.

Our common stock is quoted on the OTC Bulletin Board under the
symbol "NWCH".

We recently incorporated a wholly owned subsidiary in China
named News of China (Beijing) Management Consultants Co., Ltd. with an office at
Room 802A, Diyang Building, No.H2 Dongsanhuan North Road, Chaoyang District,
Beijing, P.R.China, 100027. We employ three employees and conduct our consulting
business in China through this wholly owned subsidiary.

Corporate History

We were incorporated in the State of Delaware on October 11,
2005 under the name News of China Inc. with an authorized capital of
50,000,000 shares of common stock with a par value of $0.0001.

Other than as set out herein, we have not been involved in any
bankruptcy, receivership or similar proceedings, nor have we been a party to any
material reclassification, merger, consolidation or purchase or sale of a
significant amount of assets not in the ordinary course of our business.

Our Current Business

Our principle business is to provide an online financial media
outlet for researching China-related stocks. This media outlet provides
financial news and commentary, online video broadcasting, and other information
for researching China-related stocks. China-related stocks refer to the stocks
issued by companies whose main operations are located in China. We anticipate
that the principal audience of this online financial media outlet will be
managers and professionals working in North American financial institutions such
as mutual funds, pension funds, hedge funds,

---

- 4 -

and insurance companies. We are still in the development stage
and we have not entered into any agreements to sell our products and services to
any customers and have not yet generated any revenue.

To date, we have found over 330 China-related stocks, which are
mainly listed on NYSE, AMEX, NASDAQ, OTC Bulletin Board, The Pink Sheets,
Toronto Stock Exchange and TSX Venture Exchange. Due to the inadequacy of
Chinas capital market for medium to small size companies, more and more Chinese
companies are seeking ways to go public 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 their interests in attracting more
Chinese companies.

We have developed preliminarily the necessary software for this
online media outlet. We have registered the domain name, newsofchina.com, and
acquired web hosting capacity through an online web hosting service provider,
DailyRazor Hosting, a division of Vecordia Corporation. We anticipate that our
business revenue will be mainly from advertising fees and sponsor fees from
China-related listed companies. However, none of these means of revenue
generation has been tested. We have very limited industry experiences and there
is no assurance our business will be able to attract substantial customers and
generate meaningful revenue from any of these means.

We are also in the business of providing management consulting
services to Chinese businesses aspiring to access capital markets in the North
America. Because our management believes that generating revenues is the most
important factor for the early stage of our companys operation, we decided to
add this new business of management consulting in hope of being able to generate
revenues sooner. We plan to provide management consulting services to
small-to-medium-sized companies in China and provide them with our expertise in
general business management. We would also advise our prospective clients and
assist them in liaising with qualified professionals in North America for the
purpose of accessing capital markets in the North America. We also plan to
encourage these companies to take advantage of the facility of our online
financial media outlet to gain exposures to the investment community.

Employees

As of September 26, 2007, we had three employees in addition to
our directors and officers. We employ these three employees through our wholly
owned subsidiary News of China (Beijing) Management Consultants Co., Ltd. for
the purpose of our management consulting service business in China.

We also engage contractors from time to time to consult with us
on specific corporate affairs or to perform specific tasks in connection with
our business development.

We retain consultants on the basis of ability and experience.
Except as set forth above, neither we nor any person acting on our behalf has
any preliminary agreement or understanding, nor do we contemplate any such,
concerning any aspect of our operations pursuant to which any person would be
hired, compensated or paid a finders fee.

Competition

The market that we are entering is intensely competitive. 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.

For our business of providing online financial media solutions
for researching China-related stocks to North America financial institutions, we
do not believe there is currently any established online media focused in our
selected market niche. However, we have to compete with a large number of
traditional media providing similar or even superior services such as The Wall
Street Journal, Times and Financial Times. Competition also comes from various
financial online media such as finance.yahoo.com, Reuters.com, wallst.net and
Bloomberg.com, 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 in
this selected market niche. Our Chinese cultural and language literacy and local
connections

---

- 5 -

in China enable us to provide information that is not available
to these established traditional and online media. Our online media outlet will
also cover information about China-related companies, especially small to medium
sized ones, which are usually not covered by these established media. The
literacy and working experience in financial services industry and education
background in North America give us certain advantages over competitors and new
entrants from China. However, there is no assurance we can compete with those
established or new competitors effectively, and if we fail to provide superior
services more effectively than these competitors, our business will fail and you
will lose your entire investment.

For our business of providing management consulting services to
small-to-medium-sized companies in China, we do not believe there is currently
any established management consulting firms focused in our selected market
niche. However, we have to compete with a large number of traditional management
consulting firms providing similar or even superior services such as Accenture,
Deloitte and IBM Business Consulting Services. Competition also comes from
various professional services firms. These traditional management consulting
firms and professional services firms 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.

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 state owned
companies and other entities with the technical capabilities and expertise,
which would encourage them to develop and commercialize competitive products.
Some of our competitors have certain advantages including, substantially greater
financial, technical and marketing resources, greater name recognition, and more
established relationships in China. Our competitors may be able to utilize these
advantages to expand their product offerings more quickly, adapt to new or
emerging technologies and changes in customer requirements more quickly, take
advantage of acquisitions and other financing.

Compliance with Government Regulation

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 has
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.

Intellectual Property

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

RISK FACTORS

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

Risks Related To Our Company

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

We have a limited operating history. We are currently a
development stage company and have developed preliminarily the necessary
software for the planned online financial media outlet. Accordingly, we have a
very

---

- 6 -

limited operating history and we face all of the risks and
uncertainties encountered by early-stage companies. Therefore, our prospects
must be considered in light of the risks, expenses and difficulties associated
with any startup company. Due to our limited history, predictions of our future
performance are very difficult.

As at June 30, 2007, we had an accumulated deficit of $67,759
since inception. 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 August 9, 2007, our independent auditors
stated that our financial statements for the period October 11, 2005 (Date of
Inception) to June 30, 2007 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.

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. 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.

---

- 7 -

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 competitors copies our
business model or develops similar services independently, we would not be able
to compete as effectively.

We may face regulatory difficulties for our
services.

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

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

The uncertain legal environments in the Peoples Republic of
China and our industry may be vulnerable to local government agencies who has
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

---

- 8 -

or management from suing directors or executive officers for
breaches of their fiduciary duties, even though such an action, if successful,
might otherwise benefit our stockholders and directors and officers.

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

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

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

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 78.61% of issued and outstanding
shares of our common stock. As a result, they have the ability to control
matters affecting minority shareholders, including the election of our
directors, the acquisition or disposition of our assets, and the future issuance
of our shares. Because our officers, directors and principal shareholders
control the company, investors will not be able to replace our management if
they disagree with the way our business is being run. Because control by these
insiders could result in management making decisions that are in the best
interest of those insiders and not in the best interest of the investors, you
may lose some or all of the value of your investment in our common stock.

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

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

Risks Relating To Our Business

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

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

---

- 9 -

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 provide
superior services effectively than these competitors, our business will fail and
you will lose your entire investment.

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

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

We may face technological difficulties

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

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 Change
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.

---

- 10 -

While the Peoples Republic of Chinas economy has experienced
significant growth in the past twenty 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 the Company 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 June 29, 2007, the exchange rate between the Renminbi and the
United States dollar was 7.6120 Renminbi to every one United States dollar.

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

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

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

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

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

The online media industry in China is subject to regulations of
several Ministries and the State Agencies, including China Internet Network
Information Center (CNNIC), The Ministry of Public Security of the Peoples
Republic of China, the Ministry of Information Industry of the Peoples Republic
of China, and Internet Society of China (ISC). Although we are not required to
obtain authorization or approval from these Ministries and State Agencies as a

---

- 11 -

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

Our stock is a penny stock. Trading of our stock may be
restricted by the SECs penny stock regulations and the NASD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 National Association of Securities
Dealers 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 National Association of Securities Dealers believes that
there is a high probability that speculative low-priced securities will not be
suitable for at least some customers. The National Association of Securities
Dealers 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.

---

- 12 -

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 2. | Description of Property.
|------- | ------------------------

Executive Offices

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

|Item 3. | Legal Proceedings.
|------- | ------------------

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

Item 4. Submissions of Matters to a Vote of Security
Holders.

None.

PART II

|Item 5. | Market for Common Equity and Related
      Stockholder Matters.
|------- | ---------------------------------------------------------------

Our Common stock was originally accepted for quotation on the
OTC Bulletin Board under the Symbol NWCH on February 22, 2007.

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

The high and low bid prices of our common stock for the periods
indicated below are as follows:

National Association of Securities
      Dealers OTC Bulletin BoardQuarter Ended(1)
      High
      LowJune
        30, 2007
      $1.90
      $1.00March 31,
        2007
      $1.65
      $1.00


| | (1) | Our common stock received approval for quotation on
      February 22, 2007. The first trade occurred March 20,
  2007.
| | --- | -----------------------------------------------------------------------------------------------------------------------

On September 5, 2007, the closing price for the common stock as
reported by the quotation service operated by the OTC Bulletin Board was
$0.51.

As of September 26, 2007, there were 59 holders of record of
our common stock. As of such date, 15,900,000 common shares were issued and
outstanding.

---

- 13 -

Our common shares are issued in registered form.
Intercontinental Registrar & Transfer Agency Inc. of Boulder City, Nevada,
located at Suite 1, 900 Buchanan Blvd, Boulder City, Nevada 89005, telephone:
702.293.6717 is the registrar and transfer agent for our common shares.

Dividend Policy

We have not paid any cash dividends on our common stock and
have no present intention of paying any dividends on the shares of our common
stock. Our current policy is to retain earnings, if any, for use in our
operations and in the development of our business. Our future dividend policy
will be determined from time to time by our board of directors.

|Recent Sales of Unregistered Securities
|---------------------------------------

On December 31, 2006, we issued an aggregate of 1,750,000
shares of common stock to two (2) individuals at a price of $0.01 per share for
gross proceeds of $17,500. The common stock was issued to two (2) non-U.S.
persons (as that term is defined in Regulation S of the Securities Act of 1933),
in an offshore transaction relying on Regulation S and/or Section 4(2) of the
Securities Act of 1933.

On December 31, 2006, we issued 250,000 shares of common stock
at a price of $0.01 per share for gross proceeds of $2,500. The common stock was
issued to one U.S. person (as that term is defined in Regulation S of the
Securities Act of 1933) relying on the exemptions from registration provided by
Rule 506 of Regulation D of the Securities Act of 1933.

Equity Compensation Plan Information

We currently do not have an equity compensation plan.

|Item 6. | Plan of Operation.
|------- | ------------------

Overview

You should read the following discussion of our financial
condition and results of operations together with the consolidated audited
financial statements and the notes to consolidated audited financial statements
included elsewhere in this filing prepared in accordance with accounting
principles generally accepted in the United States. This discussion contains
forward-looking statements that reflect our plans, estimates and beliefs. Our
actual results could differ materially from those anticipated in these
forward-looking statements.

We are a development stage company incorporated in Delaware on
October 11, 2005. Our principal business until now has been to provide an online
financial media outlet for researching China-related stocks. This media outlet
provides financial news and commentary, online video broadcasting, and other
information for researching China-related stocks. China-related stocks refer to
the stocks issued by companies whose main operations are located in China. We
have recently added a new business of management consulting services as part of
our operation. Because our management believes that generating revenues is the
most important factor for the early stage of our companys operation, we decided
to add the new business of management consulting in hope of being able to
generate revenues sooner.

We have been focused on construction of our online financial
media outlet website since our inception. In our online financial media outlet,
we provide 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 is currently operational
online at www.newsofchina.com. Since the successful launch of our online
financial media

---

- 14 -

outlet, we have been diligently updating 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 have engaged additional part
time staff members to help us gather relevant financial information for the
contents of our online financial media outlet. If any of relevant financial
information is originally presented in Chinese, our staff translates it into
English for posting on our online media outlet. Furthermore, we also produce a
weekly video webcast on the news and market trends for public companies with
business operations in China. Viewers can access the weekly video webcasts
simply by visiting our online media outlet.

Furthermore, in December of 2006, Messrs. Zhang and Shi also
traveled to China to promote our business with the investment community there.
During this trip, Messrs. Zhang and Shi attended meetings with candidates who
can assist us to gather and collect relevant financial information in China on
Chinese reporting companies. Messrs. Zhang and Shi also met with individuals
from Beijing University to discuss the possibility of organizing an investor
relations forum at Beijing University. It is hoped that our company would then
be able to promote the benefits of its online media outlet to the attendees.

Our management believes that at this early stage of our
companys operation, generating revenue is the most important factor to maintain
and achieve our business objectives. Because our management also believes that
we have an advantage in our strong capability and experience in the
small-to-medium-sized company going public process, we have also started a line
of new business through provision of management consulting services to
small-to-medium-sized companies. In this August, we incorporated a wholly owned
subsidiary in China called News of China (Beijing) Management Consultants Co.,
Ltd. We have also employed three key employees in Beijing for the purpose of
providing management consulting services to small-to-medium-size companies in
China. We plan to aggressively expand this line of business in the next 12
months in order to generate revenues for our company.

In our managements opinion, we plan to achieve the following
milestones in the next 12 months to fully implement our business operations:

- Generate revenue from operations. We plan to provide management consulting
  services to small-to- medium-sized companies in China and provide them with
  our expertise in general business management. For those small-to-medium-sized
  companies in China that aspire to become publicly reporting and listed in
  North America, we would advise them and assist them in liaising with qualified
  professionals in North America. We will also encourage these companies to take
  advantage of the facility of our online financial media outlet to gain
  exposures to the investment community.
- Secure additional financing. We plan 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). We plan to contact potential investors
  through the network of friends and business associates of our management; we
  also plan to contact and negotiate with institutional investors on potential
  PIPE transactions.
- Attract Chinese listed companies to issue press release, media and
  advertisements. We have already contact some companies, who has expressed
  their interest but have not reached any definitive agreement yet. We believe
  that we still need to increase our reputation and improve our content of the
  media outlet in order to have the capability to reach material agreements with
  these companies and generate substantial revenue.
- Organize a professional management consulting team with rich experience in
  management consulting field. We envision our management consulting team to
  have education background and work experience in financial services industry
  both in China and in North America and to be proficient in business management
  and North American regulations concerning listing publicly. Moreover, we
  envision that the unique culture background of our management consulting team
  would enable them to better understand Chinese business enterprises.
- Build a basic support team of 10 members including editor, reporters,
  marketing and information technology support persons. The support team will be
  in charge of reporting, editing and maintenance of the contents of the
  website, marketing of the media and technical supports of servers and
  databases, etc.

---

- 15 -

Purchase of Significant Equipment

We do not anticipate the purchase or sale of any plant or
significant equipment during the next twelve-month period.

Personnel Plan

We do not anticipate any significant changes in the number of
employees during the next twelve-month period.

Off-Balance Sheet Arrangements

There are 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.

Financial Condition, Liquidity and Capital
Resources

Our principal capital resources have been through the issuance
of common stock, although we may use shareholder loans, advances from related
parties, or borrowing in the future.

At June 30, 2007, we had a working capital of $58,526compared
to working capital of $95,871 as at June 30, 2006.

At June 30, 2007, our total current assets were $72,393, which
consist of $70,991 in cash and $1,402 in sales tax recoverable, as compared to
total current assets of $103,357 as at June 30, 2006.

At June 30, 2007, our total current liabilities were $13,867
compared to total current liabilities of $7,486 as at June 30, 2006.

At June 30, 2007, we had cash on hand of $70,991 compared to
$103,357 as at June 30, 2006.

For the year ended June 30, 2007, we posted a net loss of
$57,345 compared to a net loss of $10,414 for the period from inception to June
30, 2006. Since incorporation, we have posted a net loss of $67,759. The
principal components of the loss for the year ended June 30, 2007 were
professional fees of $40,050 relating to legal and auditing fees paid for our
company to become a publicly reporting company.

For the year ended June 30, 2007, we incurred operating
expenses of $57,345 compared to $10,414 for the period from incorporation to
June 30, 2006.

Cash Requirements

We will require additional funds to implement to grow our
business. These funds may be raised through equity financing, debt financing, or
other sources, which may result in further dilution in the equity ownership of
our shares. There is still no assurance that we will be able to maintain
operations at a level sufficient for an investor to obtain a return on his
investment in our common stock. Further, we may continue to be unprofitable.

Going Concern

Due to our being an exploration stage company and not having
generated revenues, in the Audit Report by our Independent Registered Public
Accounting Firm for the year ended June 30, 2007, our independent auditors
included an explanatory paragraph regarding concerns about our ability to
continue as a going concern.

We have historically incurred losses, and through June 30, 2007
have incurred losses of $67,759 since our inception. Because of these historical
losses, we will require additional working capital to develop our business
operations. We intend to raise additional working capital through private
placements, public offerings, bank financing and/or advances from related
parties or shareholder loans.

---

- 16 -

The continuation of our business is dependent upon obtaining
further financing and achieving a break even or profitable level of operations.
The issuance of additional equity securities by us could result in a significant
dilution in the equity interests of our current or future stockholders.
Obtaining commercial loans, assuming those loans would be available, will
increase our liabilities and future cash commitments.

There are no assurances that we will be able to either (i)
achieve a level of revenues adequate to generate sufficient cash flow from
operations; or (ii) obtain additional financing through either private
placements, public offerings and/or bank financing necessary to support our
working capital requirements. To the extent that funds generated from operations
and any private placements, public offerings and/or bank financing are
insufficient, we will have to raise additional working capital. No assurance can
be given that additional financing will be available, or if available, will be
on terms acceptable to us. If adequate working capital is not available we may
not increase our operations.

These conditions raise substantial doubt about our ability to
continue as a going concern. The financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might be necessary
should we be unable to continue as a going concern.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

Our financial statements and accompanying notes are prepared in
accordance with generally accepted accounting principles used in the United
States. Preparing financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenue,
and expenses. These estimates and assumptions are affected by managements
application of accounting policies. We believe that understanding the basis and
nature of the estimates and assumptions involved with the following aspects of
our financial statements is critical to an understanding of our financials.

We believe the following critical accounting policies require
us to make significant judgments and estimates in the preparation of our
financial statements.

Going Concern

The audited financial statements included with this prospectus
have been prepared on the going concern basis which assumes that adequate
sources of financing will be obtained as required and that our assets will be
realized and liabilities settled in the ordinary course of business.
Accordingly, the audited financial statements do not include any adjustments
related to the recoverability of assets and classification of assets and
liabilities that might be necessary should we be unable to continue as a going
concern.

In order to continue as a going concern, we require additional
financing. There can be no assurance that additional financing will be available
to us when needed or, if available, that it can be obtained on commercially
reasonable terms. If we are not able to continue as a going concern, we would
likely be unable to realize the carrying value of our assets reflected in the
balances set out in the preparation of the financial statements.

*Stock-Based Compensation*

We record stock-based compensation in accordance with SFAS No.
123R, Stock-Based Payment. All transactions in which goods or services are the
consideration received for the issuance of equity instruments are accounted for
based on the fair value of the consideration received or the fair value of the
equity instrument issued, whichever is more reliably measurable. Equity
instruments issued to employees and the cost of the services received as
consideration are measured and recognized based on the fair value of the equity
instruments issued. We do not currently have a stock option plan.

---

- 17 -

|Item 7. | Financial Statements.
|------- | ---------------------

Our financial statements are stated in United States
dollars (US$) and are prepared in accordance with United States Generally
Accepted Accounting Principles.

The following consolidated financial statements are filed as
  part of this annual report:

> Report of Independent Registered Public Accounting Firm,
>       dated August 9, 2007
>     Consolidated Balance Sheets
>     Consolidated Statements of Operations
>     Consolidated Statements of Cash Flows
>     Consolidated Statements of Changes in Stockholders' Deficiency
>     Notes to the Consolidated Financial Statements

---

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

Financial StatementsJune 30,
2007(Expressed in U.S. Funds)

---

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

Financial StatementsJune 30, 2007(Expressed
in U.S. Funds)

Contents

|Report of Independent
      Registered Public Accounting Firm | F-1              
|------------------------------------------------------------- | -----------------
|                                                              |                  
|Balance Sheet                                                 | F-2              
|                                                              |                  
|Statement of
      Shareholders' Equity                       | F-3              
|                                                              |                  
|Statement of Operations                                       | F-4              
|                                                              |                  
|Statement of Cash Flows                                       | F-5              
|                                                              |                  
|Notes to Financial
      Statements                           | F-6 
      - F-10

---

| | RSM Richter S.E.N.C.R.L.                
| | ----------------------------------------
| | Comptables agréés                       
| | Chartered Accountants                   
| | 2, Place Alexis Nihon                   
| | Montréal (Québec) H3Z 3C2               
| | Téléphone / Telephone : (514) 934-3400  
| | Télécopieur / Facsimile : (514) 934-3408
| | www.rsmrichter.com                      

Report of Independent RegisteredPublic Accounting
Firm

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

We have audited the accompanying balance sheets of News of
China Inc. (a company in the development stage) as at June 30, 2007 and 2006 and
the related statement of operations, shareholders' equity and cash flows for the
year ended June 30, 2007 and for the period from inception (October 11, 2005) to
June 30, 2007 and June 30, 2006. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform an audit to obtain reasonable assurance whether
the financial statements are free of material misstatement. We were not engaged
to perform an audit of the Company's internal control over financial reporting.
Our audits included consideration of internal capital 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 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 audit provides 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, 2007
and June 30, 2006 and the results of its operations and its cash flows for the
year ended June 30, 2007 and for the period from inception (October 11, 2005) to
June 30, 2007 and June 30, 2006 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.

Chartered Accountants

Montreal, QuebecAugust 9, 2007

---

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

Balance Sheet(Expressed in U.S.
Funds)

|                                                   |   | As at    |  
|-------------------------------------------------- | - | -------- | -
|                                                   |   | June 30, |  
|                                                   |   | 2007     |  
|Assets                                             |   |          |  
|Cash                                               | $ | 70,991   |  
|Sales tax recoverable                              |   | 1,402    |  
|                                                   | $ | 72,393   |  
|Liabilities                                        |   |          |  
|Accrued
      liabilities                          |   | 9,268    |  
|Loan payable, shareholder (note 4)                 |   | 4,599    |  
|                                                   |   | 13,867   |  
|Shareholders' Equity                               |   |          |  
|Capital
      Stock(note 5)                        |   | 1,590    |  
|Additional Paid-In
      Capital                   |   | 124,695  |  
|Deficit Accumulated
      During Development Stage |   | (67,759  | )
|                                                   |   | 58,526   |  
|                                                   | $ | 72,393   |  
|See accompanying notes                             |   |          |  

- F-2 -

---

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

Statement of Shareholders' EquityFrom Inception
(October 11, 2005) to June 30, 2007(Expressed in U.S.
Funds)

|                                                       |  |              |  |   |         |  |   |             |  |   | Deficit       |   |   |         |  
|------------------------------------------------------ |  | ------------ |  | - | ------- |  | - | ----------- |  | - | ------------- | - | - | ------- | -
|                                                       |  |              |  |   |         |  |   | During      |  |   | Accumulated   |   |   |         |  
|                                                       |  |              |  |   |         |  |   | Additional  |  |   | Total         |   |   |         |  
|                                                       |  | Common Stock |  |   | Paid-in |  |   | Development |  |   | Shareholders |  
|                                                       |  | Shares       |  |   | Amount  |  |   | Capital     |  |   | Stage         |   |   | Equity  |  
|Balance - October 11, 2005 (date of inception)         |  | -            |  | $ | -       |  | $ | -           |  | $ | -             |   | $ | -       |  
|Issue of common shares                                 |  | 13,900,000   |  |   | 1,390   |  |   | 104,895     |  |   | -             |   |   | 106,285 |  
|Net loss from inception (October 11, 2005) to June 30, |  | -            |  |   | -       |  |   | -           |  |   | (10,414       | ) |   | (10,414 | )
|2006                                                   |  |              |  |   |         |  |   |             |  |   |               |   |   |         |  
|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  |  
|See accompanying
      notes                           |  |              |  |   |         |  |   |             |  |   |               |   |   |         |  

- F-3 -

---

News of China Inc.(A Company in the Development
Stage)Statement of Operations(Expressed in U.S.
Funds)

|                                              |   |               |   |   | From                |   |   | From          |  
|--------------------------------------------- | - | ------------- | - | - | ------------------- | - | - | ------------- | -
|                                              |   |               |   |   | Inception           |   |   | Inception     |  
|                                              |   | Year          |   |   | (October 11,        |   |   | (October 11,  |  
|                                              |   | Ended         |   |   | 2005) to            |   |   | **2005) to**  |  
|                                              |   | June 30, 2007 |   |   | June
      30, 2006 |   |   | June 30, 2007 |  
|                                              |   |               |   |   |                     |   |   |               |  
|Revenue                                       | $ | NIL           |   | $ | NIL                 |   | $ | NIL           |  
|                                              |   |               |   |   |                     |   |   |               |  
|Expenses                                      |   |               |   |   |                     |   |   |               |  
|                                              |   |               |   |   |                     |   |   |               |  
|General and administrative                    |   | 19,559        |   |   | 5,498               |   |   | 25,057        |  
|Professional fees                             |   | 40,050        |   |   | 6,720               |   |   | 46,770        |  
|Foreign exchange                              |   | (1,916        | ) |   | (1,804              | ) |   | (3,720        | )
|Interest                                      |   | (348          | ) |   | -                   |   |   | (348          | )
|                                              |   | 57,345        |   |   | 10,414              |   |   | 67,759        |  
|                                              |   |               |   |   |                     |   |   |               |  
|Net Loss                                      | $ | (57,345       | ) | $ | (10,414             | ) | $ | (67,759       | )
|                                              |   |               |   |   |                     |   |   |               |  
|Basic Weighted Average Number of
      Shares |   | 14,900,000    |   |   | 11,856,25           |   |   | 13,682,50     |  
|Outstanding                                   |   |               |   |   | 0                   |   |   | 0             |  
|                                              |   |               |   |   |                     |   |   |               |  
|Basic and
      Diluted Loss Per Share        | $ | (0.01         | ) | $ | (0.01               | ) | $ | (0.01         | )
|                                              |   |               |   |   |                     |   |   |               |  
|                                              |   |               |   |   |                     |   |   |               |  
|See accompanying notes                        |   |               |   |   |                     |   |   |               |  

- F-4 -

---

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

Statement of Cash Flows(Expressed in U.S.
Funds)

|                                             |   |               |   |   | From                |   |   | From          |  
|-------------------------------------------- | - | ------------- | - | - | ------------------- | - | - | ------------- | -
|                                             |   |               |   |   | Inception           |   |   | Inception     |  
|                                             |   | Year          |   |   | (October 11,        |   |   | (October 11,  |  
|                                             |   | Ended         |   |   | 2005) to            |   |   | **2005) to**  |  
|                                             |   | June 30, 2007 |   |   | June
      30, 2006 |   |   | June 30, 2007 |  
|                                             |   |               |   |   |                     |   |   |               |  
|Funds Provided (Used) -                      |   |               |   |   |                     |   |   |               |  
|                                             |   |               |   |   |                     |   |   |               |  
|Operating Activities                         |   |               |   |   |                     |   |   |               |  
|                                             |   |               |   |   |                     |   |   |               |  
|Net Loss                                     | $ | (57,345       | ) | $ | (10,414             | ) | $ | (67,759       | )
|Changes in non-cash operating
      elements |   |               |   |   |                     |   |   |               |  
|of                                           |   |               |   |   |                     |   |   |               |  
|working capital                              |   | 1,146         |   |   | 6,720               |   |   | 7,866         |  
|                                             |   | (56,199       | ) |   | (3,694              | ) |   | (59,893       | )
|                                             |   |               |   |   |                     |   |   |               |  
|Financing Activities                         |   |               |   |   |                     |   |   |               |  
|                                             |   |               |   |   |                     |   |   |               |  
|Loan payable,
      shareholder              |   | 3,833         |   |   | 766                 |   |   | 4,599         |  
|Capital stock issuance                       |   | 20,000        |   |   | 106,285             |   |   | 126,285       |  
|                                             |   | 23,833        |   |   | 107,051             |   |   | 130,884       |  
|                                             |   |               |   |   |                     |   |   |               |  
|Increase (Decrease) in Cash                  |   | (32,366       | ) |   | 103,357             |   |   | 70,991        |  
|                                             |   |               |   |   |                     |   |   |               |  
|Cash                                         |   |               |   |   |                     |   |   |               |  
|Beginning of Period                          |   | 103,357       |   |   | -                   |   |   | -             |  
|                                             |   |               |   |   |                     |   |   |               |  
|End of Period                                |   | 70,991        |   |   | 103,357             |   |   | 70,991        |  

See accompanying notes

- F-5 -

---

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

Notes to Financial StatementsFrom Inception
(October 11, 2005) to June 30, 2007(Expressed in U.S.
Funds)

|1. | Organization and Basis of
  Presentation
|-- | ----------------------------------------

The Company was incorporated in the State of Delaware on
October 11, 2005 and is based in Montreal, Quebec, Canada. Its principal
business is the development of a financial website focused on researching
companies whose main operations are in China and are listed on American and
Canadian stock exchanges.

The Company is a development stage enterprise as defined by
Financial Accounting Standards Board (FASB) Statements of Financial Accounting
Standards (SFAS) No. 7, "Accounting and Reporting by Development Stage
Enterprises". The Company's main activities to date have been developing a
market for its services. Because the Company is in the development stage, the
accompanying financial statements should not be regarded as typical for normal
operating periods.

The Company prepares its financial statements in accordance
with accounting principles generally accepted in the United States. This basis
of accounting involves the application of accrual accounting and consequently,
revenues and gains are recognized when earned, and expenses and losses are
recognized when incurred.

The financial statements are expressed in U.S. funds.

|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, 2007, the Company has accumulated losses of $67,759
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.

-F- 6 -

---

News of China Inc.(A Company in the Development
Stage)Notes to Financial StatementsFrom Inception (October
11, 2005) to June 30, 2007(Expressed in U.S. Funds)

|3. | Summary of Significant Accounting
  Policies
|-- | --------------------------------------------

Use of Estimates

The preparation of financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities, disclosure of contingent assets and liabilities at the
date of the financial statements, and the reported amounts of revenues and
expenses during the reporting period. The financial statements include estimates
based on currently available information and management's judgment as to the
outcome of future conditions and circumstances.

Changes in the status of certain facts or circumstances could
result in material changes to the estimates used in the preparation of the
financial statements and actual results could differ from the estimates and
assumptions.

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. Unless otherwise indicated, the
carrying value of these financial instruments approximates their fair market
value. It is not practical to determine the fair value of the amounts due to
related parties due to their related party nature and the absence of a market
for such instruments.

Foreign Currency Translation

The Company's functional and reporting currency is the United
States dollar. Accounts in foreign currency have been translated into the United
States dollar as follows:

Monetary balance sheet items - at
exchange rates in effect at the balance sheet date;

Non-monetary item - at exchange rates
in effect on the dates of the transactions;

Revenue and expenses - at average
exchange rates prevailing during the period.

Gains and losses arising from foreign currency translation are
included in income.

- F-7 -

---

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

Notes to Financial StatementsFrom Inception
(October 11, 2005) to June 30, 2007(Expressed in U.S.
Funds)

|3. | Summary of Significant Accounting Policies
      (Cont'd)
|-- | ---------------------------------------------------------

Income Taxes

The Company accounts for income taxes in accordance with SFAS
No109, ''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.

Loss Per Share

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

Newly Issued Accounting Pronouncements

In June 2006, FASB issued Interpretation No. 48, ''Accounting
for Uncertainty in Income Taxes'' (''FIN48''). FIN 48 clarifies the accounting
for uncertainty in income taxes recognized in an enterprise's financial
statements in accordance with FASB Statement No. 109, ''Accounting for Income
Taxes''. FIN 48 prescribes a recognition threshold and measurement attribute for
the financial statement recognition and measurement of a tax position taken or
expected to be taken in a tax return. This interpretation also provides guidance
on derecognition, classification, interest and penalties, accounting in interim
periods, disclosure, and transition. The provisions of FIN 48 shall be effective
as of July 1, 2007. The adoption of this pronouncement is not expected to have a
significant impact on the Company's financial position on statement of
operations.

In September 2006, the FASB issued FASB Statement No. 157, Fair
Value Measurements ("FAS 157"). FAS 157 defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles,
and enhances disclosures about fair value measurements required under other
accounting pronouncements, but does not change existing guidance as to whether
or not an instrument is carried at fair value. The provisions of FAS 157 are
effective for fiscal year ends beginning on/or after November 15, 2007. The
adoption of this pronouncement is not expected to have a significant impact on
the Company's financial position or statement of operations.

-F- 8 -

---

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

Notes to Financial StatementsFrom Inception
(October 11, 2005) to June 30, 2007(Expressed in U.S.
Funds)

|3. | Summary of Significant Accounting Policies
      (Cont'd)
|-- | ---------------------------------------------------------

Newly Issued Accounting Pronouncements

In February 2007, the Financial Accounting Standards Board
issued FASB Statement No. 159, the Fair Value Option for Financial Assets and
Financial Liabilities (FAS 159), which includes an amendment to FASB Statement
No. 115. The statement permits entities to choose, at specified election dates,
to measure eligible financial assets and financial liabilities at fair value
(referred to as the "fair value option") and report associated unrealized gains
and losses in earnings. Statement 159 is effective for fiscal years beginning on
or after November 15, 2007. The adoption of this pronouncement is not expected
to have a significant impact on the Company's financial position or statement of
operations.

-F-9 -

---

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

Notes to Financial StatementsFrom Inception
(October 11, 2005) to June 30, 2007(Expressed in U.S.
Funds)

|4. | Loan Payable, Shareholder
|-- | -------------------------

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

|5. | Capital Stock
|-- | -------------

| |                                                      |   | 2007  |  |   | 2006  | 
| | ---------------------------------------------------- | - | ----- |  | - | ----- | 
| | Authorized 50,000,000 shares at par value of $0.0001 |   |       |  |   |       | 
| | per share -                                          |   |       |  |   |       | 
| |                                                      |   |       |  |   |       | 
| | Issued -                                             |   |       |  |   |       | 
| |                                                      |   |       |  |   |       | 
| | 15,900,000 (2006 - 13,900,000) common shares         | $ | 1,590 |  | $ | 1,390 | 

From October 11, 2005 (date of inception) to January 31, 2006,
the Company issued 12,850,000 common shares for cash consideration, in
aggregate, of $1,285.

From March 1, 2006 to June 30, 2006, the Company issued
1,050,000 common shares for cash consideration, in aggregate, of $105,000 of
which $104,895 was charged as additional paid-in capital.

On December 31, 2006, the Company issued 2,000,000 common
shares for cash consideration of $20,000, of which $19,800 was charged to
additional paid-in capital.

|6. | Income Taxes
|-- | ------------

As at June 30, 2007, there were Canadian and provincial income
tax losses that may be applied against earnings of future years, not later than
as follows:

2016
    $
    9,6482027
    
    57,000


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

- F-10 -

---



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

Notes to Financial StatementsFrom Inception
(October 11, 2005) to June 30, 2007(Expressed in U.S.
Funds)

|7. | Related Party Transactions
|-- | --------------------------

Included in general and administrative are approximately $11,000
  (2006 - $4,500) paid to two shareholder officers for technical support services
  rendered for the Company and approximately $780 (2006 - $Nil) paid to a shareholder
  for accounting services rendered for the Company. Included in professional fees
  are approximately $5,500 (2006 - $Nil) paid to a shareholder officer for consulting
  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-11 -

---

- 18 -


|Item 8.  | Changes In and Disagreements With
      Accountants on Accounting and Financial Disclosure.
|-------- | -------------------------------------------------------------------------------------------
|         |                                                                                            
|None.    |                                                                                            
|         |                                                                                            
|Item 8A. | Disclosure Controls and Procedures                                                         

As required by Rule 13a-15 under the Exchange Act, we have
carried out an evaluation of the effectiveness of the design and operation of
our company's disclosure controls and procedures as of the end of the period
covered by this annual report, being June 30, 2007. This evaluation was carried
out under the supervision and with the participation of our chief executive
officer and chief financial officer, Mr. Chenxi Shi, with the participation of
our company's management, including our company's president and our companys
treasurer. Based upon that evaluation, our company's chief executive officer and
chief financial officer, along with our companys president and our companys
treasurer concluded that our company's disclosure controls and procedures are
effective as at the end of the period covered by this report. There have been no
changes in our company's internal controls or in other factors, which could
significantly affect internal controls subsequent to the date we carried out our
evaluation.

Disclosure controls and procedures are controls and other
procedures that are designed to ensure that information required to be disclosed
in our company's reports filed or submitted under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
Securities and Exchange Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed in our company's reports filed
under the Exchange Act is accumulated and communicated to management, including
our companys chief executive officer and chief financial officer, along with
our companys president and our companys treasurer as appropriate, to allow
timely decisions regarding required disclosure.

PART III

|Item 9. | Directors, Executive Officers, Promoters and
      Control Persons; Compliance with Section 16(a) of the Exchange
      Act.
|------- | ----------------------------------------------------------------------------------------------------------------------------

Directors and Executive Officers, Promoters and Control
Persons

As at September 26, 2007, our directors and executive officers,
their ages, positions held, and duration of such, are as follows:

Name
    Position Held with our
      Company
    Age
    Date First Elected or
      AppointedChenxi Shi
    President, Treasurer, Chief Executive
      Officer,Chief Financial Officer and Director
    41
    October 2005Zibing Zhang
    Vice President
    37
    October 2005Zhenyu Chen
    Vice President
    37
    May 2006


Business Experience

The following is a brief account of the education and business
experience of each director and executive officer during at least the past five
years, indicating each person's principal occupation during the period, and the
name and principal business of the organization by which he was employed.

Chenxi Shi, President, Treasurer, Chief Executive Officer,
Chief Financial Officer and Director

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

---

- 19 -

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. Mr. Shi is also the President and CEO and a director of Royaltech
Corp., a Delaware corporation currently registering its securities under the
1933 Securities Act for resale.

Zibing Zhang, Vice President

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, Vice President

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.

Audit Committee and Audit Committee Financial
Expert

We do not have an Audit Committee, our board of directors
performs the functions of an Audit Committee. The current size of our board of
directors does not facilitate the establishment of a separate committee.

Our board of directors has determined that it does not have a
member of the audit committee that qualifies as an audit committee financial
expert as defined in Item 401(e) of Regulation S-B.

We believe that our board of directors is capable of analyzing
and evaluating financial statements that present a breadth and level of
complexity of accounting issues that are generally comparable to the breadth and
complexity of the issues reasonably expected to be raised by our company. 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 revenues to date.

Other Committees of the Board

Compensation Committee

We do not have a compensation committee.

Nominating Committee

We do not have a Nominating Committee, our entire board of
directors perform the functions of a Nominating Committee and oversee the
process by which individuals may be nominated to our board of directors.

The current size of our board of directors does not facilitate
the establishment of a separate committee. We hope to establish a separate
Nominating Committee consisting of independent directors, if the number of our
directors is expanded.

---

- 20 -

Family Relationships

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

Involvement in Certain Legal Proceedings

None of our directors, executive officers, promoters or control
persons have been involved in any of the following events during the past five
years:

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

Code of Ethics

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

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.

---

- 21 -

Our Code of Ethics and Business Conduct is being filed with the
Securities and Exchange Commission as Exhibit 14.1 to this annual report on Form
10-KSB. 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: News of China
Inc., Suite 203A, 1855 Talleyrand, Brossard, Quebec, Canada, J4W 2Y9.

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, 2007, all filing requirements
applicable to its officers, directors and greater than ten percent beneficial
owners were complied with.

|Item 10. | Executive 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, 2007 who had total
  compensation exceeding $100,000; 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, of our years ended June 30, 2007 and 2006, are set out in the
following summary compensation table:

SUMMARY COMPENSATION TABLEName
      and Principal Position
    Year
    Salary
      ($)
    Bonus
      ($)
    Stock
      Awards ($)
    Option
      Awards ($)
    Non-Equity
      Incentive Plan Compensa- tion
      ($)
    Change in Pension
      Value and Nonqualified Deferred
      Compensation Earnings ($)
    All Other
      Compensa- tion ($)
    Total
      ($)Chenxi Shi President,
      Treasurer, CEO, CFO and Director
    2007 2006
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil NilZibing Zhang Vice President
    2007 2006
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil NilZhenyu Chen Vice President
    2007 2006
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil


Employment/Consulting Agreements

Other than as set out below, we have not entered into any
employment agreement or consulting agreement with our directors and executive
officers.

There are no arrangements or plans in which we provide pension,
retirement or similar benefits for directors or executive officers. Our
directors and 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

---

- 22 -

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.

Long-Term Incentive Plans

There are no arrangements or plans in which we provide pension,
retirement or similar benefits for directors or executive officers, except that
our directors and executive officers may receive stock options at the discretion
of our board of directors. 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.

Stock Options and Stock Appreciation Rights

From the date of inception to June 30, 2007, we did not grant
any stock options or stock appreciation rights to any of our directors or
officers and there were no stock options or stock appreciation rights
outstanding on April 30, 2007.

We currently do not have a stock option
plan.Compensation of Directors

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,
2007.

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.

|Item 11. | Security Ownership of Certain Beneficial
      Owners and Management.
|-------- | ---------------------------------------------------------------------

As of September 26, 2007, there were 15,900,000 shares of our
common stock outstanding. The following table sets forth certain information
known to us with respect to the beneficial ownership of our common stock as of
that date by (i) each of our directors, (ii) each of our executive officers, and
(iii) all of our directors and executive officers as a group. Except as set
forth in the table below, there is no person known to us who beneficially owns
more than 5% of our common stock. The number of shares beneficially owned is
determined under rules of the SEC and the information is not necessarily
indicative of beneficial ownership for any other purpose. Under such rules,
beneficial ownership includes any shares as to which the individual has the sole
or shared voting power or investment power and any shares which the individual
has the right to acquire within 60 days of June 12, 2007 through the exercise of
any stock option or other right. Unless otherwise noted, we believe that each
person has sole investment and voting power (or shares such powers with his or
her spouse) with respect to the shares set forth in the following table:

---

- 23 -

Name and Address of Beneficial
      Owner
    Amount and Nature of Beneficial
      Ownership
    Percentage of ClassChenxi Shi 1855 Talleyrand #203A Brossard,
      QC, Canada
    10,500,000(2)
    66.03%Zibing Zhang 3-5557 Cote Des
      Neiges Montreal, QC, Canada
    1,000,000
    6.29%Zhenyu Chen 3-5557 Cote Des
      Neiges Montreal, QC, Canada
    1,000,000
    6.29%Directors and Executive Officers as a Group
      (3 people)
    12,500,000
    78.61%


| | (1) | Based on 15,900,000 shares outstanding as of September
      26, 2007.                                                                   
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                          
| | (2) | Of these, 1,000,000 are held directly by Mr. Shi and
      9,500,000 are held by Aventech Capital Inc., a company owned by Mr.
      Shi.

Changes in Control

We are unaware of any contract or other arrangement the
operation of which may at a subsequent date result in a change of control of our
company.

|Item 12. | Certain Relationships and Related
      Transactions, and Director Independence.
|-------- | --------------------------------------------------------------------------------

Except as disclosed herein, there have been no transactions or
proposed transactions in which the amount involved exceeds the lesser of
$120,000 or one percent of the average of our total assets at year-end for the
last three completed fiscal years in which any of our directors, executive
officers or beneficial holders of more than 5% of the outstanding shares of our
common stock, or any of their respective relatives, spouses, associates or
affiliates, has had or will have any direct or material indirect interest.

Corporate Governance

We currently act with one (1) director, consisting of Chenxi
Shi.

We have determined that we current do not have any independent
directors, as that term is used in Rule 4200(a)(15) of the Rules of National
Association of Securities Dealers.

Our board of directors currently does not have any
committees.

|Item 13. | Exhibits
|-------- | --------

|Exhibit |                                                                                                                                        
|------- | ---------------------------------------------------------------------------------------------------------------------------------------
|No.     | Description of Exhibit                                                                                                                 
|(3)     | Articles of Incorporation and By-laws                                                                                                  
|        |                                                                                                                                        
|3.1     | Articles of Incorporation (incorporated
      by reference from our registration statement on Form SB-2 filed September
      25, 2006)
|        |                                                                                                                                        
|3.2     | By-Laws (incorporated by reference
      from our registration statement on Form SB-2 filed September 25, 2006)                        

---

- 24 -

|Exhibit |                                                                                                                                                                                                                  |                                                           
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------
|No.     | Description of Exhibit                                                                                                                                                                                           |                                                           
|        |                                                                                                                                                                                                                  |                                                           
|(10)    | Material Contracts                                                                                                                                                                                               |                                                           
|        |                                                                                                                                                                                                                  |                                                           
|10.1    | Form of Subscription
      Agreement between News of China Inc. and each of the following persons:
      (incorporated by reference from our registration statement on Form SB-2
      filed September 25, 2006)
|        |                                                                                                                                                                                                                  |                                                           
|        | Name                                                                                                                                                                                                             | Number of Common Shares
      Purchased at $0.10 per Share
|        | Dali He                                                                                                                                                                                                          | 500,000                                                   
|        | Lu Yang                                                                                                                                                                                                          | 500,000                                                   
|        | Artur Berzoi                                                                                                                                                                                                     | 1,000                                                     
|        | Beihua Hu                                                                                                                                                                                                        | 1,000                                                     
|        | Bo Wu                                                                                                                                                                                                            | 1,000                                                     
|        | Chun Wang                                                                                                                                                                                                        | 1,000                                                     
|        | Chun Xu                                                                                                                                                                                                          | 1,000                                                     
|        | Cuixia Zhu                                                                                                                                                                                                       | 1,000                                                     
|        | Dachen Jiang                                                                                                                                                                                                     | 1,000                                                     
|        | Dan Liu                                                                                                                                                                                                          | 1,000                                                     
|        | Danmei Yu                                                                                                                                                                                                        | 1,000                                                     
|        | Donglei Li                                                                                                                                                                                                       | 1,000                                                     
|        | Feiyun Chen                                                                                                                                                                                                      | 1,000                                                     
|        | Fengyuan Jiang                                                                                                                                                                                                   | 1,000                                                     
|        | Frederic Tessier                                                                                                                                                                                                 | 1,000                                                     
|        | Guanghui Lu                                                                                                                                                                                                      | 1,000                                                     
|        | Guixin Li                                                                                                                                                                                                        | 1,000                                                     
|        | Haiping Gao                                                                                                                                                                                                      | 1,000                                                     
|        | Hui Ma                                                                                                                                                                                                           | 1,000                                                     
|        | Ji Ma                                                                                                                                                                                                            | 1,000                                                     
|        | Jia Chen                                                                                                                                                                                                         | 1,000                                                     
|        | Jiayuan Zhou                                                                                                                                                                                                     | 1,000                                                     
|        | Jibin Meng                                                                                                                                                                                                       | 1,000                                                     
|        | Jie Luo                                                                                                                                                                                                          | 1,000                                                     
|        | Jie Zhang                                                                                                                                                                                                        | 1,000                                                     
|        | Jing He                                                                                                                                                                                                          | 1,000                                                     
|        | Jing Wu                                                                                                                                                                                                          | 1,000                                                     
|        | Jing Ye                                                                                                                                                                                                          | 1,000                                                     
|        | Junzheng Wang                                                                                                                                                                                                    | 1,000                                                     
|        | Kai Yu                                                                                                                                                                                                           | 1,000                                                     
|        | Li Zhang                                                                                                                                                                                                         | 1,000                                                     
|        | Meixiang Sun                                                                                                                                                                                                     | 1,000                                                     
|        | Mingfeng Zhao                                                                                                                                                                                                    | 1,000                                                     
|        | Pu Theresa Yan                                                                                                                                                                                                   | 1,000                                                     
|        | Qing Chen                                                                                                                                                                                                        | 1,000                                                     
|        | Qu Wei                                                                                                                                                                                                           | 1,000                                                     
|        | Qun Zheng                                                                                                                                                                                                        | 1,000                                                     
|        | Shan Lu                                                                                                                                                                                                          | 1,000                                                     
|        | Tao Jiang                                                                                                                                                                                                        | 1,000                                                     
|        | Tong Wang                                                                                                                                                                                                        | 1,000                                                     
|        | Wantao Deng                                                                                                                                                                                                      | 1,000                                                     
|        | Weiping Di                                                                                                                                                                                                       | 1,000                                                     
|        | Xin Mo                                                                                                                                                                                                           | 1,000                                                     
|        | Xu Shang Fang                                                                                                                                                                                                    | 1,000                                                     
|        | Yajuan Mu                                                                                                                                                                                                        | 1,000                                                     
|        | Yang Li                                                                                                                                                                                                          | 1,000                                                     
|        | Yanzong Shao                                                                                                                                                                                                     | 1,000                                                     
|        | Yi Yang                                                                                                                                                                                                          | 1,000                                                     
|        | Zhaoxia Fan                                                                                                                                                                                                      | 1,000                                                     
|        | Zhen Jiang                                                                                                                                                                                                       | 1,000                                                     
|        | Zhitian Zhuang                                                                                                                                                                                                   | 1,000                                                     
|        | Zhiyong Wu                                                                                                                                                                                                       | 1,000                                                     
|        | Total                                                                                                                                                                                                            | 1,050,000                                                 

---

- 25 -

|Exhibit |                                                                                                                                                         
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------
|No.     | Description of Exhibit                                                                                                                                  
|(14)    | Code of Ethics                                                                                                                                          
|        |                                                                                                                                                         
|14.1*   | Code
      of Ethics adopted September 10, 2007                                                                                                         
|        |                                                                                                                                                         
|(31)    | Section 302 Certification                                                                                                                               
|        |                                                                                                                                                         
|31.1*   | 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 Certification                                                                                                                               
|        |                                                                                                                                                         
|32.1*   | Certification
      Statement of the Chief Executive Officer and Chief Financial Officer pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002
|        |                                                                                                                                                         

*Filed herewith

|Item 14. | Principal Accountant Fees and Services
|-------- | --------------------------------------

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, 2007 and June 30, 2006:

Services
    2007
    2006Audit fees
    $13,500
    $6,720Tax fees
    $0
    $0All other fees
    $43,845
    $3,694Total fees
    $57,345
    $10,414


Audit Fees. Consist of fees billed for professional
services rendered for the audits of our financial statements, reviews of our
interim consolidated financial statements included in quarterly reports,
services performed in connection with filings with the Securities and Exchange
Commission and related comfort letters and other services that are normally
provided by RSM Richter, Chartered Accountants for the fiscal years ended June
2007 and 2006 in connection with statutory and regulatory filings or
engagements.

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

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

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

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

---

- 26 -

Our board of directors pre-approves all services provided by
our independent auditors. 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.

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

---

- 27 -

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

NEWS OF CHINA INC.

|/s/ Chenxi Shi                                                                                    | 
|------------------------------------------------------------------------------------------------- | 
|By: Chenxi Shi, President, Treasurer and Director                                                 | 
|(Principal Executive Officer, Principal Financial Officer
      and Principal Accounting Officer) | 
|Dated: September 27, 2007                                                                         | 

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.

NEWS OF CHINA INC.

|/s/ Chenxi Shi                                                                                    | 
|------------------------------------------------------------------------------------------------- | 
|By: Chenxi Shi, President, Treasurer and Director                                                 | 
|(Principal Executive Officer, Principal Financial Officer
      and Principal Accounting Officer) | 
|Dated: September 27, 2007                                                                         | 

---