UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
20-F


(Mark
One)




 ̈
            REGISTRATION STATEMENT PURSUANT
      TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF
      1934


OR





x
            ANNUAL REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal
      year endedDecember
      31, 2009


OR





 ̈
            TRANSITION REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for
      the  transition period from ___ to
  ______


OR





 ̈
            SHELL COMPANY REPORT PURSUANT
      TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


Date
of event requiring this shell company report ________________





Commission
file number: 000-53518





Green
China Resources, Inc.


(Exact
name of Registrant as specified in its charter)




Not
Applicable


(Translation
of Registrant’s name into English)




British
Virgin Islands


(Jurisdiction
of incorporation or organization)




11F,
Tower A, Building No. 1


GT
International Centre


Jia
3 Yongaudongli Jianguomenwai Avenue


Chayang
District, Beijing


100022,
P.R. China


(Address of principal
executive offices)





Securities
registered or to be registered pursuant to Section 12(b) of the
Act:  None








Securities
registered or to be registered pursuant to Section 12(g) of the
Act:  Ordinary
Shares, no par value




Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None





Indicate
the number of outstanding shares of each of the issuer’s classes of capital or
common stock as of the close of the period covered by the annual
report:  1 Ordinary
Share.





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


 ̈  Yes     x  No




If this
report is an annual or transaction report, indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934.


 ̈  Yes     x  No




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.


 ̈ Yes      xNo




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files).


 ̈  Yes       ̈  No





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer.  See definition of
“accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange
Act.  (Check one):


 ̈  Large
Accelerated Filer     ̈   Accelerated
Filer      x Non-Accelerated
Filer





Indicate
by check mark which basis of accounting the registrant has used to prepare the
financial statements included in this filing.




x  U.S.
GAAP       ̈  International
Financial Reporting Standards as issued by the International Accounting
Standards Board       ̈  Other




If
“Other” has been checked in response to the previous question, indicate by check
mark which financial statement item the registrant has elected to
follow.




 ̈  Item
17       ̈  Item
18




If this
is an annual report, indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).




 ̈  Yes      x  No








(APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE
YEARS)


Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.


 ̈  Yes       ̈  No







TABLE
OF CONTENTS





PART
I




Item
      1.Identity
      Of Director, Senior Management and Advisers
                                                      
                                                      Page
      4A-
                                                      
                                                      Directors
      and Senior Management
                                                      
                                                      Page
      4B-
                                                      
                                                      Advisors
                                                      
                                                      Page
      4C-
                                                      
                                                      Auditors
                                                      
                                                      Page
      4Item
      2.Offer
      Statistics and Expected Timetable
                                                      
                                                      Page
      4Item
      3.Key
      InformationA-
                                                      
                                                      Selected
      Financial Data
                                                      
                                                      Page
      4B-
                                                      
                                                      Capitalization
      and Indebtedness
                                                      
                                                      Page
      5C-
                                                      
                                                      Reasons
      for the Offer and Use of Proceeds
                                                      
                                                      Page
      6D-
                                                      
                                                      Risk
      Factors
                                                      
                                                      Page
      6Item
      4.Information
      on the companyA-
                                                      
                                                      History
      and Development of the company
                                                      
                                                      Page
      14B-
                                                      
                                                      Business
      Overview
                                                      
                                                      Page
      15C-
                                                      
                                                      Organizational
      Structure
                                                      
                                                      Page
      20D-
                                                      
                                                      Property,
      Plants and Equipment
                                                      
                                                      Page
      20Item
      4A.Unresolved
      Staff Comments
                                                      
                                                      Page
      20Item
      5.Operating
      and Financial Review and Prospects
                                                      
                                                      Page
      20A-
                                                      
                                                      Operating
      Results
                                                      
                                                      Page
      21B-
                                                      
                                                      Liquidity
      and capital resources
                                                      
                                                      Page
      23C-
                                                      
                                                      Research
      and development, patents and licenses, etc.
                                                      
                                                      Page
      23D-
                                                      
                                                      Trend
      Information
                                                      
                                                      Page
      24E-
                                                      
                                                      Off-balance
      sheet arrangements
                                                      
                                                      Page
      24F-
                                                      
                                                      Tabular
      disclosure of contractual obligations
                                                      
                                                      Page
      24G-
                                                      
                                                      Safe
      harbor
                                                      
                                                      Page
      24Item
      6.Directors,
      Senior Management and EmployeesA-
                                                      
                                                      Directors
      and Senior Management
                                                      
                                                      Page
      24B-
                                                      
                                                      Compensation
                                                      
                                                      Page
      24C-
                                                      
                                                      Board
      Practices
                                                      
                                                      Page
      25D-
                                                      
                                                      Employees
                                                      
                                                      Page
      25E-
                                                      
                                                      Share
      Ownership
                                                      
                                                      Page
      26Item
      7.Major
      Shareholders and Related Party TransactionsA-
                                                      
                                                      Major
      Shareholders
                                                      
                                                      Page
      27B-
                                                      
                                                      Related
      Party Transactions
                                                      
                                                      Page
      27C-
                                                      
                                                      Interests
      of Experts and Counsel
                                                      
                                                      Page
      28


1





Item
      8.Financial
      InformationA-
                                                                                
                                                                                Consolidated
      Statements and Other Financial Information
                                                                                
                                                                                Page
      28B-
                                                                                
                                                                                Significant
      Changes
                                                                                
                                                                                Page
      28Item
      9.The
      Offer and Listing
                                                                                
                                                                                Page
      28A-
                                                                                
                                                                                Information
      Regarding Price History of Ordinary Shares
                                                                                
                                                                                Page
      28B-
                                                                                
                                                                                Plan
      of Distribution
                                                                                
                                                                                Page
      28C-
                                                                                
                                                                                Markets
                                                                                
                                                                                Page
      29D-
                                                                                
                                                                                Selling
      Shareholders
                                                                                
                                                                                Page
      29E-
                                                                                
                                                                                Dilution
                                                                                
                                                                                Page
      29F-
                                                                                
                                                                                Expenses
      of the Issue
                                                                                
                                                                                Page
      29Item
      10.Additional
      InformationA-
                                                                                
                                                                                Share
      Capital
                                                                                
                                                                                Page
      29B-
                                                                                
                                                                                Memorandum
      and Articles of Association
                                                                                
                                                                                Page
      30C-
                                                                                
                                                                                Material
      Contracts
                                                                                
                                                                                Page
      33D-
                                                                                
                                                                                Exchange
      Controls
                                                                                
                                                                                Page
      33E-
                                                                                
                                                                                Taxation
                                                                                
                                                                                Page
      33F-
                                                                                
                                                                                Dividends
      and Paying Agents
                                                                                
                                                                                Page
      33G-
                                                                                
                                                                                Statements
      of Experts
                                                                                
                                                                                Page
      33H-
                                                                                
                                                                                Documents
      on Display
                                                                                
                                                                                Page
      33I-
                                                                                
                                                                                Subsidiary
      Information
                                                                                
                                                                                Page
      33Item
      11.Quantitative
      And Qualitative Disclosures About Market Risk
                                                                                
                                                                                Page
      33Item
      12.Description
      Of Securities Other Than Equity Securities
                                                                                
                                                                                Page
      33PART
      IIItem
      13.Defaults,
      Dividend Arrearages And Delinquencies
                                                                                
                                                                                Page
      34Item
      14.Material
      Modifications To The Rights Of Security Holders And Use Of
      Proceeds
                                                                                
                                                                                Page
      34Item
      15.Controls
      and Procedures
                                                                                
                                                                                Page
      34A-
                                                                                
                                                                                Disclosure
      Controls and Procedures
                                                                                
                                                                                Page
      34B-
                                                                                
                                                                                Management’s
      Annual Report on Internal Control Over Financial Reporting
                                                                                
                                                                                Page
      34C-
                                                                                
                                                                                Attestation
      Report of the Registered Public Accounting Firm
                                                                                
                                                                                Page
      35D-
                                                                                
                                                                                Changes
      in Internal Control Over Financial Reporting
                                                                                
                                                                                Page
      35Item
      16.[Reserved]
                                                                                
                                                                                Page
      35Item
      16A.Audit
      Committee Financial Expert
                                                                                
                                                                                Page
      36Item
      16BCode
      of Ethics.
                                                                                
                                                                                Page
      36Item
      16CPrincipal
      Accountant Fees and Services.
                                                                                
                                                                                Page
      36Item
      16D.Exemption
      From The Listing Standards For Audit Committees
                                                                                
                                                                                Page
      37


2





Item
      16E.Purchases
      of Equity Securities By The Issuer And Affiliated
    Purchasers
                                                
                                                Page
      37Item
      16F.Changes
      in Registrant’s Certifying Accountant
                                                
                                                Page
      37Item16G.Corporate
      Governance
                                                
                                                Page
      37PART
      IIIItem
      17.Financial
      Statements
                                                
                                                Page
      37Item
      18.Financial
      Statements
                                                
                                                Page
      37Item
      19.Exhibits
                                                
                                                Page
      54





Unless
the context otherwise requires, all reference in this annual report to “Green
China Resources, Inc”, “we”, “our”, “us”, “our company” and the “company” refer
to “Green China Resources, Inc”. Reference to “dollars” or “$” are to United
States dollars.




CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS




This
Annual Report contains forward-looking statements that involve substantial risks
and uncertainties. These forward-looking statements are not historical facts,
but rather are based on current expectations, estimates and projections about
us, our industry, our beliefs, and our assumptions. Words such as “anticipates,”
“expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “would,”
“should,” “targets,” “projects,” and variations of these words and similar
expressions are intended to identify forward-looking statements. These
statements are not guarantees of future performance and are subject to risks,
uncertainties, and other factors, some of which are beyond our control and
difficult to predict and could cause actual results to differ materially from
those expressed or forecasted in the forward-looking statements including,
without limitation, the risks, uncertainties and other factors we identify in
“Risk Factors” and elsewhere in this Annual Report and in our other filings with
the SEC.




Although
we believe that the assumptions on which these forward-looking statements are
based are reasonable, any of those assumptions could prove to be inaccurate, and
as a result, the forward-looking statements based on those assumptions also
could be inaccurate. In light of these and other uncertainties, the inclusion of
a projection or forward-looking statement in this Annual Report should not be
regarded as a representation by us that our plans and objectives will be
achieved. These risks and uncertainties include those described or identified in
“Risk Factors” and elsewhere in this Annual Report. You should not place undue
reliance on these forward-looking statements, which apply only as of the date of
the filing of this Annual Report.  We do not undertake any obligation
to update or revise any forward-looking statements. Except to the extent
required by law, neither we, nor any of our advisors intends or has any duty or
obligation to supplement, amend, update or revise any of the forward-looking
statements contained or incorporated by reference in this
document.


3




PART
I




Item 1.
            Identity
      Of Director, Senior Management and
Advisers





A
      -
            Directors
      and Senior Management





The sole
director and officer of the company at December 31, 2009, was Mr. Chalopin who
maintains an address at 11F Tower A, Building No. 1, GT International Centre,
Jia 3 Yongandongli Jianguomenwei Avenue, Chayang District, Beijing 100022,
PRC.





B
      -
            Advisors





Not
Applicable





C
      -
            Auditors





The
independent auditors for the company are Chisholm, Bierwolf, Nilson &
Morrill, with an address at 533 W. 2600 S. Suite 25 Bountiful, UT 84010, Tel:
801 292-8756





Item 2.
            Offer
      Statistics and Expected Timetable




Not
applicable.




Item 3.
            Key
      Information





A
      -
            Selected
      Financial Data





The
company was established as a foreign private issuer, registered under the
Securities Exchange Act of 1934, as amended, for the purpose of being the
surviving public company of a merger with a public reporting company formed as a
special purpose acquisition corporation under the laws of the State of Delaware,
with common stock trading on the OTC Bulletin Board. The planned merger was not
completed because of a negative shareholder vote of the Delaware company taken
on December 26, 2008, during the financial crisis of that time. Since its
incorporation, the company has incurred its organizational expenses and related
corporate fees and expenses and beginning in 2010 it has incurred expenses
associated with the development of its business plan for form a joint venture
and acquire operating assets in China.  The expenses incurred in 2008
and 2009 were covered by advances made by the sole shareholder.  There
has been no formal agreement by the sole shareholder to provide amounts to cover
corporate expenses in the past or to continue to extend such amounts in the
future.





The
company was incorporated on March 20, 2008, and the initial share issued, out of
the maximum of the original 100,000,000 authorized ordinary shares of the single
class of equity, with a par value of US$0.0001,  The Memorandum and
Articles of Association were subsequently amended on April 23, 2008, to reflect
certain provisions of the revised corporate law of the British Virgin Islands,
which amendments included a change in the maximum number of shares that the
company could issue to 150,000,000 shares with no par value.


4





The
financial transactions are conducted in and the financial statements of the
company are maintained in United States dollars.  Therefore, no
exchange rate data is required to be disclosed in this Annual
Report.





Selected
      Financial InformationBalance Sheet Data :
                  
                  December 31, 2008
                  
                  
                  December 31, 2009Current
      Assets:
                  
                  $
                  -
                  
                  
                  $
                  -Total
      Assets:
                  
                  $
                  -
                  
                  
                  $
                  -Total
      Liabilities:
                  
                  $
                  16,430
                  
                  
                  $
                  34,252Stockholders’
      Equity (Deficit) :
                  
                  $
                  (16,430
                  )
                  
                  $
                  (34,252
                  )





Statements of Operations
    Data
                  
                  For the fiscal year ended
                    December 31, 2008
                  
                  
                  For the fiscal year ended
                    December 31, 2009Net
      Revenue:
                  
                  $
                  -
                  
                  
                  $
                  -Gross
      Profit:
                  
                  $
                  -
                  
                  
                  $
                  -Operating
      Expenses:
                  
                  $
                  16,430
                  
                  
                  $
                  28,622Net
      (Loss) :
                  
                  $
                  (16,430
                  )
                  
                  $
                  (28,622
                  )




The above
table does not reflect certain capital share transactions that occurred in the
fiscal year ending December 31, 2010.  On January 3, 2010, the company
entered into  investment agreements with two accredited investors to
privately place an aggregate of 6,030,000 ordinary shares for an aggregate of
$1,275,392 in proceeds, of which $60,300 has been paid to date and the balance
of $1,215,092 is due when the company completes additional financing through the
sale of additional ordinary shares in which it raises at least $10,000,000 in
gross proceeds.  The balance of the purchase price is secured by the
shares being acquired, and if the purchase price is not fully paid, then the
shares to be issued under the purchase agreement will be cancelled and returned
to the status of authorized but unissued shares. The proceeds from the sale of
these shares will be used for working capital. One of the investors is Chaldon
Ltd., a company controlled by our current sole director and officer, Mr.
Chalopin.




During
February 2010, the company entered into agreements with five individual vendors
to provide various different services, including financial information,
translation services, investor services and services to facilitate a substantial
raise of capital and implementation of the business plan of the
company.  The terms of the agreements cover service periods of six
months to eleven months during 2010, depending on the vendor and
services.  The aggregate number of shares issued to pay for the all
these services was 240,000, with an agreed upon aggregate value of
$60,000.




B-
            Capitalization
      and Indebtedness




Not
applicable.


5




C-
            Reasons
      for the Offer and Use of Proceeds




Not
applicable.




D-
            Risk
      Factors




An investment in the company is highly
speculative in nature and involves an extremely high degree of
risk.  A prospective investor should consider the possibility of the
loss of an investor’s entire investment and evaluate all information about us
and the risk factors discussed below in relation to his financial circumstances
before investing in us.





There
may be conflicts of interest between our management and the shareholders of the
company.





Conflicts of interest create the risk
that management may have an incentive to act adversely to the interests of the
shareholders of the company.  A conflict of interest may arise between
our management's personal pecuniary interest and its fiduciary duty to our
shareholders.  In addition, Jean Chalopin, our current sole officer
and director, is currently involved with other public and private companies, and
he may have conflicts in the pursuit of business opportunities for the company
with the other companies with which he is, and may in the future be, affiliated.
If we and the other companies that management is affiliated with desire to take
advantage of the same opportunity, then members of management that are
affiliated with both companies would abstain from voting upon the opportunity,
to the extent possible. In the event of identical officers and directors, or
members of management, such individuals will arbitrarily determine the company
that will be entitled to proceed with the proposed transaction.





We
have no current operating business and face the risks of starting a new business
endeavor.





Although we have put together a new
business plan during late 2009 and 2010 to own and operate a heat recovery
system in China and taken the initial steps to implement this plan, including
beginning to raise some initial funding, we currently have no fully operating
business and have had no revenues since inception.  There can be no
assurance that management will be able to implement its proposed business plan
and actively commence operations.  We face all of the risks inherent
in the investigation, acquisition, or involvement in a new business
opportunity.  An investor’s purchase of any of our securities must be
regarded as placing funds at a high risk in a new or "start-up" venture with all
of the unforeseen costs, expenses, problems, and difficulties to which such
ventures are subject.  We will, in all likelihood, sustain operating
expenses without corresponding revenues in our early phases of business
acquisition and development. This may result in our incurring a net operating
loss in our early stages of business development.





The
financial statements of the company indicate that there is a going concern issue
and the independent auditors have indicated in their report that the company has
a going concern limitation.





In 2009 the company did not have any
capital and has relied on advances from its sole shareholder to meet its
obligations from time to time.  We did not obtain any equity funding
until January 2010, the proceeds of which are not fully payable to the company
until a future financing of $10,000,000 is completed.  There is no
assurance that the company will be able to raise capital to meet its obligations
or be able to satisfy the January 2010 financing, conduct its business
operations or implement its business plan.  The business that the
company is contemplating developing will take a substantial amount of capital,
therefore, it will require the company to raise funds from outside investors,
for which it has no agreements, to date.  Therefore, the ability to
launch its current business plan may not be possible, and it may not be able to
continue in business.





6




Part
of our business plan includes the acquisition of operating businesses for which
there may be competition.





To the extent that we pursue a business
acquisition, which is possible within the scope of our business plan, we may be
in a highly competitive market. The competition is likely to reduce the
likelihood of consummating a business combination.  A large number of
established and well-financed entities, including small public companies and
venture capital firms, are active in mergers and acquisitions of companies that
may be desirable target candidates for us. Many of these entities have
significantly greater financial resources, technical expertise and managerial
capabilities than we do; consequently, we will be at a competitive disadvantage
in identifying possible business opportunities and successfully completing a
business combination.





Our
future success is dependent on the ability of management to identify and pursue
a suitable business opportunity.





The success of our plan of operations
will depend to a great extent on our management’s ability to identify a suitable
potential business opportunity and then its ability to pursue it. We cannot
assure you that management will be able to identify a suitable business segment,
or a business opportunity within an identified business area.  Even if
identified, management may not be able to be able to conclude a business plan
that can be financed and developed.  The success of our future
operations will be dependent upon the aggregate of management persons of the
resulting business and numerous other factors beyond our control, such as the
ability to finance the business, grow the business and successfully manage it.
In addition, even if we consummate a business opportunity, there is no assurance
that the business opportunity we  acquire or develop will generate
revenues or profits, or that the value of our ordinary shares will increase as a
result of a particular business opportunity.





Because
of our size and limited access to financing, we only intend to pursue a single
business opportunity in the initial stages, and thus your investment will lack
diversification.





Because of our limited management and
financial resources, it is unlikely that we will be able to diversify our
business for a substantial time after the initial business plan is developed and
pursued.  The inability to diversify our business activities will
subject our investors and shareholders to economic fluctuations within a
particular business or industry and therefore increase the risks associated with
the investment.


7





We
have no existing agreements for the start of a particular business plan or the
acquisition of a particular business opportunity.





We have no arrangements, agreements or
understandings in respect of our currently proposed business ideas or in respect
of acquiring or developing an operating business. No assurances can be given
that we will successfully structure any proposed business. We cannot give
assurance that we will be able to negotiate a business opportunity on favorable
terms to our investors. Further, management will attempt to structure any such
business development or acquisition so as not to require shareholder approval,
which will mean that the shareholders will be entirely dependent on the judgment
of management in the development of the company.





Management
intends to devote only a limited amount of its business time to seeking a target
business opportunity which may adversely impact our ability to identify and
implement a suitable business for acquisition or development.





While pursuing a business opportunity,
management persons will only devote a very limited amount of their business time
to the affairs of the company. Our sole officer has not entered into a written
employment agreement with us and is not expected to do so in the foreseeable
future. This limited commitment may adversely impact our ability to identify and
consummate a successful business opportunity. To supplement our business search
and development activities, we may be required to employ accountants, technical
experts, appraisers, attorneys, or other consultants or
advisors.  Some of these outside advisors may be our affiliates or
their affiliated entities.  The selection of any such advisors will be
made by our management without any input from shareholders, and the engagement
of such persons may reduce the value of your investment.





The
time and cost of preparing a private business to become part of a public
reporting company may preclude us from entering into a merger or acquisition
with the most attractive private companies.





Target businesses that are not subject
to SEC reporting requirements at the time of the acquisition may delay or
preclude an acquisition. Sections 13 and 15(d) of the Exchange Act require
reporting companies to provide certain information about significant
acquisitions, including certified financial statements for the business or
company acquired, covering one, two, or three years, depending on the relative
size of the target business. The time and costs that may be incurred by some
target entities to prepare these statements may significantly delay or
essentially preclude consummation of their acquisition by us. Otherwise suitable
acquisition prospects that do not have or are unable to obtain the required
audited statements may be inappropriate for acquisition so long as the reporting
requirements of the Exchange Act are applicable.  Further, the
internal control management assessment and auditor attestation requirements
under Section 404 of the Sarbanes-Oxley Act of 2002 may limit the number of
suitable acquisition prospects if they cannot, or are unwilling to, comply with
these requirements.





The
company may be subject to further SEC regulation under the Investment Company
Act which would adversely affect our operations.





Although we are subject to the
reporting requirements under the Exchange Act, management believes we will not
be subject to regulation under the Investment Company Act of 1940, as amended
(the “Investment Company Act”), since we will not be engaged in the business of
investing or trading in securities. If our business results in our holding
passive investment interests in a number of entities, we could be subject to
regulation under the Investment Company Act. If so, we would be required to
register as an investment company and could be expected to incur significant
registration and compliance costs. We have obtained no formal determination from
the SEC as to our status under the Investment company Act and, consequently,
violation of the Investment Company Act could subject us to material adverse
consequences.


8





Operating
a business in a foreign jurisdiction may present special risks associated with
the local business practices and laws compared to operating a business in the
United States.





We will be subject to the business
risks inherent in the location of its operations.  To the extent the
operations are not in the United States, there may be certain types of risks
that are not common to operating a business in the United States. These risks
might include, for example, currency fluctuation issues, repatriation of profit
limitations, restrictive regulatory regimes, regulatory limits on ownership and
business operations, punitive tariffs and taxes, fluctuating local tax policies,
trade embargoes, risks related to shipment of raw materials and finished goods
across national borders and cultural and language differences. Economies of one
country or region may differ favorably or unfavorably from the United States
economy in terms of government debt, economic policy, growth of gross national
product, rate of inflation, market development, rate of savings, and capital
investment, resource self-sufficiency and balance of payments
positions.  One or more of these factors or other similar factors may
impair the value of an investment in the company.





Our
ordinary shares are not traded, and there is no liquidity in the shares of our
ordinary shares.





The ordinary shares are not traded on
any exchange or in any trading medium.  We do not know if and when we
will have any trading activity in our ordinary shares. We may have to undertake
a reverse or forward split of our shares to achieve a capitalization that is
attractive to investors or business partners, which split may not reflect the
value of the company at that time.  There can be no assurance that
there will be an active market for our shares after we complete a business
acquisition or as we develop a business.  The market liquidity will be
dependant on the perception of the operating business and any steps that its
management might take to bring the company to the awareness of
investors.  There can be no assurance given that there will be any
awareness generated.  Consequently investors may not be able to
liquidate their investment or liquidate it at a price that reflects the value of
the business.  If a more active market should develop, the price of an
ordinary share may be highly volatile.





Because there may be a low price for
our securities, many brokerage firms may not be willing to effect transactions
in the securities.  Even if an investor finds a broker willing to
effect a transaction in our securities, the combination of brokerage
commissions, transfer fees, taxes, if any, and any other selling costs may
exceed the selling price.  Further, many lending institutions will not
permit the use of such securities as collateral for any loans.


9


In connection with any business
acquisition or business development, we intend to seek to have our ordinary
shares quoted on the OTC BB or an exchange.  However, we will not be
able to obtain quotation for our ordinary shares on the OTC BB or listing on an
exchange until a number of conditions have been satisfied including, without
limitation, the following: (i) being in compliance with the periodic reporting
requirements under the Exchange Act, (ii) having a sufficient number of ordinary
shares outstanding, (iii) having a sufficient number of shareholders, and (iv)
for the OTC BB attracting the attention of brokerage firms that are willing to
make a market in our ordinary shares.  We cannot assure when, or if,
these conditions and any other requirements will be satisfied.  We can
give no assurance that FINRA or an exchange will approve the quotation or
listing of our stock in a timely manner.  In the event the ordinary
shares to not publicly trade, the value of your investment may be reduced or
realizable.





Even if our ordinary shares are
approved for quotation on the OTC BB or trade on an exchange, we are not certain
that any trading market will develop or, if it develops, whether such trading
market will be sustained.  Investors should understand that there may
be no alternative exit strategy for them to recover or liquidate their
investments in our ordinary shares.  Accordingly, investors must be
prepared to bear the entire economic risk of an investment in our ordinary
shares for an indefinite period of time.





In addition, we will be subject to an
SEC rule (Rule 15c2-11) that imposes various requirements on broker-dealers who
sell securities governed by the rule to persons other than established customers
and accredited investors. The requirement that broker-dealers comply with this
rule will deter broker-dealers from recommending or selling our ordinary shares,
thus further adversely affecting the liquidity and share price of a share, as
well as our ability to raise additional capital.





Although
many of our ordinary shares are “restricted securities,” over time they will
become eligible for resale under Rule 144, which sales may impact the public
market for investor shares.





All of our shares currently outstanding
are "restricted securities" within the meaning of Rule 144 under the Securities
Act.  As restricted shares, these shares may be resold only pursuant
to an effective registration statement or under the requirements of Rule 144 or
other applicable exemption from registration under the Securities Act and as
required under applicable state securities laws.  Rule 144 currently
provides that a non-affiliated person (and who has not been an affiliate during
the prior three months) may sell all of his restricted securities in a reporting
company beginning six months after purchase, provided the issuer remains current
in its reporting obligations during the next six months.  However, an
affiliated person may sell his restricted securities beginning six months after
purchase, provided the following conditions are met: (i) the issuer is current
in its reporting obligations, (ii) all sales are in brokerage transactions,
(iii) a Form 144 is filed, and (iv) during every three months the number of
shares sold that does not exceed 1.0% of a company's outstanding common
stock.  A sale under Rule 144 or under any other exemption from the
Securities Act, if available, or pursuant to subsequent registrations of our
shares, may have a depressive effect upon the price of our shares in any market
that may develop.





The availability of the exemption from
registration provided by Rule 144 is, however, limited in the case of the resale
of shares initially acquired when the issuer was a shell company or is a former
shell company.  Rule 144(i) provides that shares initially acquired
when the issuer was a shell company or former shell company may not be resold
under Rule 144 until the following conditions are satisfied: (i) the issuer has
ceased to be a shell company, (ii) the issuer is subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, (iii) the issuer has
filed all reports required under the Exchange Act (other than Form 8-K reports)
during the preceding 12 months, and (iv) one year has elapsed since the issuer
filed Form 10 information reflecting it is no longer a shell
company.


10





Compliance with the criteria for
securing exemptions under federal securities laws and the securities laws of the
various states is extremely complex, especially in respect of those exemptions
affording flexibility and the elimination of trading restrictions in respect of
securities received in exempt transactions and subsequently disposed of without
registration under the Securities Act or state securities laws.





There
are issues impacting liquidity of our securities with respect to the SEC’s
review of a future resale registration statement.





All of our ordinary shares outstanding
are “restricted securities.” The current holders do not have any registration
rights, however registration rights may be granted in connection with future
issuances of ordinary shares. In such event, the company would file a resale
registration statement on Form F-1, or some other available form, to register
for resale such ordinary shares that are covered by the registration rights
agreement. We cannot control this future registration process in all respects as
some matters are outside our control.  Even if we are successful in
causing the effectiveness of the resale registration statement, there can be no
assurances that the occurrence of subsequent events may not preclude our ability
to maintain the effectiveness of the registration statement. Any of the
foregoing items could have adverse effects on the liquidity of our ordinary
shares.  Further, a sale of our shares pursuant to an effective
registration may have a depressive effect upon the price of our shares in any
market that may develop.





In addition, the SEC has developed
internal guidelines concerning the use of a resale registration statement to
register the securities issued to certain investors in private investment in
public equity (PIPE) transactions, where the issuer has a market capitalization
of less than $75 million and, in general, does not qualify to file a
registration statement on Form F-3 to register its securities.  The
SEC has taken the position that these smaller issuers may not be able to rely on
Rule 415 under the Securities Act (“Rule 415”), which generally permits the
offer and sale of securities on a continued or delayed basis over a period of
time, but instead would require that the issuer offer and sell such securities
in a  direct or "primary" public offering, at a fixed price, if the
facts and circumstances are such that the SEC believes the investors seeking to
have their shares registered are underwriters and/or affiliates of the
issuer.  It appears that the SEC in most cases will permit a
registration for resale of up to one third of the total number of shares of
common stock then currently owned by persons who are not affiliates of such
issuer and, in some cases, a larger percentage depending on the facts and
circumstances.  Staff members also have indicated that an issuer in
most cases will have to wait until the later of six months after effectiveness
of the first registration or such time as substantially all securities
registered in the first registration are sold before filing a subsequent
registration on behalf of the same investors.  Since, following a
business combination or acquisition, we may have only a limited number of
tradable shares, it is unclear as to how many, if any, shares the SEC will
permit us to register for resale, but SEC staff members have indicated a
willingness to consider a higher percentage in connection with registrations
following shell company acquisitions.  The SEC may require as a
condition to the declaration of effectiveness of a resale registration statement
that we reduce or “cut back” the number of shares to be registered in such
registration statement.   The result of the foregoing is that a
shareholder’s liquidity in our ordinary shares may be adversely affected in the
event the SEC requires a cut back of the securities as a condition to allow the
company to rely on Rule 415 with respect to a resale registration statement, or,
if the SEC requires us to file a primary registration
statement.


11





We
have never paid dividends on our ordinary shares.





We have never paid dividends on our
ordinary shares.  The payment of dividends will depend on meeting any
internal capital requirements for the business and will be in the discretion of
the board of directors.  Because we plan to be operating in China, the
payment of dividends to our shareholders will be subject to obtaining approvals
from certain Chinese authorities, complying with certain retained capital
obligations and subject to withholding tax obligations.





The
company may be subject to certain tax consequences in our business, which may
increase our cost of doing business.





We may not be able to structure any
business to result in tax-free treatment for the companies or their
shareholders, which could deter third parties from investing in the company or
acquiring a business. We intend to structure our business operations in such a
way as to maximize the tax benefits. If we are unable to achieve a tax free or
low tax structure, out business plan may be more expensive and our return on
investment may be less than desired or less than comparable
companies.





The
company anticipates issuing more shares in developing a business opportunity,
which will result in substantial dilution.





Our
Amended Memorandum and Article of Association authorizes the issuance of a
maximum of 150,000,000 shares, which may be issued as ordinary shares or
preference shares. To date, we have issued or are committed to issue, an
aggregate of  6,270,001 ordinary shares.  We anticipate
having to issue additional securities of the company in the future, either for
the capital we will need or in connection with the development of our business
ideas.  We will attempt to structure any such issuance so as to be
done without shareholder approval.  Any issuance will result in
dilution, which may be substantial in terms of the percentage of our shares held
by our then existing shareholders. Moreover, the stock issued may be valued on
an arbitrary or non-arm’s-length basis by our management, resulting in an
additional reduction in the percentage of stock held by our then existing
shareholders.  Our Board of Directors has the power to issue any or
all of the authorized but unissued shares without shareholder approval. To the
extent that any preference shares are issued, the rights of the holders of
ordinary shares may be materially adversely affected.





Because
we may seek to complete a business opportunity through a “reverse merger,”
following such a transaction we may not be able to attract the attention of
major brokerage firms.





Because we may pursue a “reverse
merger” structure, it is possible that securities analysts of major brokerage
firms may not provide coverage of our company as there is no incentive to
brokerage firms to recommend the purchase of our common stock.  No
assurance can be given that brokerage firms will want to conduct any future
secondary offerings on behalf of our company following a reverse
merger.


12





Our
Restated Articles of Incorporation authorizes the issuance of preference stock
by our Board of Directors.





Our Restated Articles of Incorporation
authorizes the issuance of preference stock out of the aggregate authorized
number of shares, which may be instilled with designations, rights and
preferences as may be determined by our Board of Directors in their discretion
or as a result of negotiations.  Accordingly, our Board of Directors
is empowered, without shareholder approval, to issue preference stock with
dividend, liquidation, conversion, voting, or other rights which could adversely
affect the voting power or other rights of the holders of the ordinary shares or
previously issued preference shares.  In the event of issuance, the
preference stock could be utilized, under certain circumstances, as a method of
discouraging, delaying or preventing a change in control of the
company.  Although we have no present intention to issue any shares of
its authorized preferred stock, there can be no assurance that the company will
not do so in the future.





As
a foreign private issuer, we may follow certain home country corporate
governance practices instead of those set by US Federal regulation and any
exchange requirements.





As a foreign private issuer,
incorporated in the BVI, we are permitted to follow certain home country
corporate governance practices instead of those established by United States
Federal regulation and United States exchange requirements.  We expect
to follow our BVI home country practice with respect to, among other things, the
composition of our board, director nomination procedures, the compensation of
officers, holding of annual meetings, the distribution of annual reports to
shareholders and quorum requirements at shareholders’ meetings. In addition, we
expect to follow BVI law instead of any other requirements that mandate that we
obtain shareholder approval for certain dilutive events, such as the
establishment or amendment of certain equity-based compensation plans, an
issuance that will result in a change of control, certain transactions other
than a public offering involving issuances of 20% or greater interests in the
company and certain acquisitions of the stock or assets of another
company.





As a foreign private issuer, we are
obligated to file an annual report on Form 20-F with audited financial
statements and a report on Form 6-K at such times as we release information to
the public either voluntarily or pursuant to the BVI laws. Therefore, our
frequency of filing financial and other information may be less than that of a
domestic United States registered company under the rules and regulations of the
SEC. Investors may not receive information on a timely basis, therefore
increasing their risk of investment.





We
are a BVI company and, because judicial precedent regarding the rights of
shareholders is more limited under BVI law, shareholders may have less
protection for their shareholder rights than they would under U.S.
law.





Our corporate affairs are governed by
our Memorandum and Articles of Association, the BVI Business Companies Act and
the common law of the BVI. The rights of shareholders to take action against the
directors, actions by minority shareholders and the fiduciary responsibilities
of our directors to us under BVI law are to a large extent governed by the
common law of the BVI. The common law of the BVI is derived in part from
comparatively limited judicial precedent in the BVI as well as from English
common law, the decisions of whose courts are of persuasive authority, but are
not binding on a court in the BVI. The rights of our shareholders and the
fiduciary responsibilities of our directors under BVI law are not necessarily as
clearly established as they would be under statutes or judicial precedent in
some jurisdictions in the United States. In particular, the BVI has a less
developed body of securities laws as compared to the United States, and some
states, such as Delaware, have more fully developed and judicially interpreted
bodies of corporate law. In addition, BVI companies may not have standing to
initiate a shareholder derivative action in a federal court of the United
States. As a result of all of the above, public shareholders may have more
difficulty in protecting their interests in the face of actions taken by
management, members of our board or controlling shareholders than they would as
public shareholders of a company incorporated in a U.S.
jurisdiction.




13




Item 4.
            Information
      on the Company




A-
            History
      and Development of the company





We were
incorporated and registered in the British Virgin Island on March 20, 2008.
On April 23, 2008, following a consent of the then sole shareholder, the
Memorandum of Articles of Association was amended to change the number and par
value of authorized shares to 150,000,000 shares with no par
value.  The shares are not designated as to class, and therefore they
may be issued as ordinary shares or preference shares, the latter with such
rights and designations as determined by the Board of Directors in their
discretion and subject to any requirements of the purchasers
thereof.





Our
Registered Office is located at the offices of SHRM Trustees (BVI) Limited of
Trinity Chambers, P.O. Box 4301, Road Town, Tortola, British Virgin
Islands.





On March
20, 2008, the Board of Directors authorized the issuance of one ordinary share
at par value of US$0.0001.




On
January 3, 2010, the company entered into  investment agreements with
two accredited investors to privately place an aggregate of 6,030,000 ordinary
shares for an aggregate of $1,275,392 in proceeds, of which $60,300 has been
paid to date and the balance of $1,215,092 is due when the company completes
additional financing through the sale of additional ordinary shares in which it
raises at least $10,000,000 in gross proceeds.  The balance of the
purchase price is secured by the shares being acquired, and if the purchase
price is not fully paid, then the shares to be issued under the purchase
agreement will be cancelled and returned to the status of authorized but
unissued shares. The proceeds from the sale of these shares will be used for
working capital. One of the investors is Chaldon Ltd., a company controlled by
our current sole director and officer, Mr. Chalopin.




During
February 2010, the company entered into agreements with five individual vendors
to provide various different services, including financial information,
translation services, investor services and services to facilitate a substantial
raise of capital and implementation of the business plan of the
company.  The terms of the agreements cover service periods of six
months to eleven months during 2010, depending on the vendor and
services.  The aggregate number of shares issued to pay for the all
these services was 240,000, with an agreed upon aggregate value of
$60,000.


14




The
company was incorporated as a wholly owned subsidiary of Shine Media Acquisition
Corp., a Delaware corporation (“Shine”) for the purpose of being a non-United
States resident company into which it would merge as the first step in the
acquisition of an operating company in the Peoples Republic of
China.  The merger of the Delaware company into the BVI company was to
make the resulting BVI company holding a PRC company more tax efficient from a
United States and Chinese tax law perspective.  As part of the
procedure to effect the merger of the Delaware company into the BVI company, the
company registered its securities under the Securities Act of 1933, for offer to
the shareholders of the Delaware corporation and registered as an issuer under
the Securities Exchange Act of 1934.  The shareholders of Shine did
not approve the merger of the Delaware corporation into the company or the
acquisition of the proposed target company in the PRC on December 26, 2008,
during the financial crisis at that time.  As part of the acts taken
by Shine to return its investors’ funds held in escrow and realize on its few
assets, the company was sold during 2009 to the current sole shareholder,
director and officer for the assumption of various outstanding obligations
previously incurred by the company or Shine on behalf of the
company.




B-
            Business
      Overview





Objective





We
currently have no operations, but we are seeking to establish our own business
through our own efforts and in combination with an existing business. Our
principal business objective is to achieve long-term growth potential rather
than immediate, short-term earnings. Although management has certain ideas for a
particular business, which are described below, there is no assurance that can
be given that we will ever complete such a transaction or any other transaction
through the development or acquisition of a particular business
opportunity.





Because
we are planning on developing our own business at this time, we believe we do
not qualify as a “shell company” as defined under SEC Rule 12b-2 under the
Securities Act of 1933, as amended (the “Securities Act”).  We believe
this is true even thought we have no or nominal assets (other than cash) and no
or nominal operations.





Proposed Business
Plan





The company, through a wholly owned
subsidiary established in Hong Kong, is pursuing a business structure with a
state-owned enterprise that owns and operates a number of chemical plants to
establishment of a joint venture entity in China to develop a heat recovery
system that would generate a number of products that would be sold on a
preferential basis to the joint venture party and to third parties, and generate
other returns, including environmental credits.  The project would
include the building of new coal-fired boilers and improve the efficiency of the
plant, reduce the cost of energy and produce by-products, principally steam and
other energy, and environmental benefits, all of which would renown to the
company directly and indirectly.





The newly formed joint venture
enterprise in China will be a Foreign Invested Enterprise (FIE). The company
Hong Kong subsidiary will be one of the initial owners of the FIE and the
balance of the FIE will be owned by two local companies (LOCAL 1 and Local 2)
owned respectively by the management and personnel of state owned enterprise and
the state owned enterprise itself.  In due course, after the
initiation of the FIE and its operations, subject to necessary internal Chinese
approvals, the Chinese owning parties of the FIE will enter into an equity swap
with the company so that the company will obtain full ownership of the FIE and
its assets and production.


15





The estimated total cost for the
establishment of the proposed operations will be CNY385,000,000, or
approximately US$57,000,000. The new FIE will be financed as follows: (i) a cash
funding of CNY160,000,000, or 42% of the total funding requirement, and (ii)
bank/institutional borrowing within China of CNY225,000,000, or 58% of the total
funding requirement.





Special Considerations in
Respect of Proposed Business





The proposed operations has a number of
special considerations that mush be considered by the management and any
investors in the company.  Some of these considerations
are  identified below.





•
            Product
      Demand and Long Term Contracts – Whether the proposed business will be
      successful will depend on the ability of the FIE to maintain its supply
      contracts with the state owned enterprise which will be its primary
      customer and to achieve a return on investment that covers the cost of
      operations and provides a profit margin.  The proposed business
      provides for long term supply contracts at rates that are pegged to the
      cost of certain commodities, such as coal, with a floor price for the FIE
      products. Therefore, return on investment of the FIE will depend, in part,
      on the internal Chinese and international prices of various commodities
      and the cost of energy used in making the products of the state owned
      enterprise. Therefore, the value of the long term supply contracts will be
      influenced by a number of factors, including import restrictions,
      political turmoil, international trade prices in commodities, and the cost
      of shipping and delivery. However, the ultimate success will depend on the
      need for the products of the state owned enterprise and its demand for the
      energy of the heat recovery
systems.





•
            Related
      Party Transaction – The long term supply agreements will be with parties
      related to the business of the FIE and both the consuming company and the
      FIE will have management and directors in common.  Although the
      company believes that the supply contracts have been negotiated on a fair,
      arms-length basis, there may be elements that may not be so determined if
      examined by other persons.  Additionally, the enforcement of
      such agreements against the consuming company may not be as vigorous as if
      all the parties were at arms-length because of the related party
      situation. Various mechanisms are to be put in place at the joint party
      level and in the constituent documents of the FIE to provide for
      independence in decision making and substantial input and control by the
      company, but there is no assurance that these will eliminate conflicts
      issues.





•
            Tax
      Benefits and Pollution Credits – A portion of the return, although not
      anticipated to form the basis of the return on investment, will be the
      availability of government subsidies, grants and tax relief through
      credits and reduced taxation rates, relating to the improved use of energy
      and environmental benefits





•
            Pollution
      Controls and Regulation – The operations of the FIE will be subject to the
      PRC laws concerning environmental controls and protections. These laws
      continue to evolve and are becoming increasingly stringent. The ultimate
      impact of complying with such laws and regulations is not always clearly
      known or determinable because regulations under some of these laws have
      not yet been promulgated or are undergoing revision. Our business and
      operating results could be materially and adversely affected if the FIE is
      required to increase expenditures to comply with new environmental
      regulations affecting its operations.  The FIE also may incur
      material liabilities resulting from the costs of complying with
      environmental laws, environmental permits or any claims concerning
      non-compliance, or liability from
contamination.


16





•
            New
      Plant and Equipment – The FIE will build a new plant and installation new
      equipment systems, which will be funded by the company and
      borrowings.  The success of the FIE will depend on
      the  cost and timing of the construction and installation of a
      new plant with machinery supplied by various vendors and start up of
      operations is within budget and timely.  Therefore, the FIE will
      be subject to the detriments of cost over-runs, delays and vendors that do
      not supply the plant components at the agreed upon prices and schedules,
      then the initial investment and return may be impacted by increased costs
      and delays, and there may be the need for additional capital funds to
      complete the project.  The failure to obtain any required
      capital may adversely impact the ownership percentage of FIE or completion
      of the plant.  Although the parties have established a budget
      for construction and initial operations, there can be no assurance that
      the budgeted amounts will be sufficient to bring the plant into full
      operations.





•
            Operations
      – The facilities of the FIE, once constructed will be operated by the
      local Chinese management and staff for all daily operations decisions and
      implementation.





The company is seeking this business
opportunity for a number of reasons.  Participating in the Chinese
economy is an important factor, as it is a growing economy that needs to address
its pollution and energy costs within its society and industrial
complex.  The FIE will be an important model for improving the use of
energy in China and will suggest the ability to reduce aspects of pollution
without adding significant cost, if not make a profit.  Some of the
factors that have encouraged management of the company to consider this
particular FIE are set forth below.





•
            Scalable
      model – The business model of the FIE is one that management believes can
      be replicated with in a number of different industries and for a number of
      different heavy industry participants. The success of this model in the
      PRC will open up additional investment opportunities to the
      company.





•
            Project
      scalability – The proposed project will be scalable to certain of the
      energy needs of the state owned enterprise.  There is clearly
      the opportunity for more in situe heat recovery systems in this particular
      industrial site and with other plants of the came state
      enterprise.  Therefore, the company believes that there will be
      opportunity to expand with this first customer business
      opportunities.





•
            Fast
      developing market – Less than a third of all industry in the PRC has any
      form of heat energy recovery technology and the 20 year life cycle of the
      equipment means older factories are in need of updating.  This
      presents an opportunity for the company to replicate its business model
      widely throughout the PRC.





•
            RMB
      appreciation – The IMF predicts that the Chinese currency will appreciate
      over the next 10 years, perhaps as much as 25%. With an investment from US
      dollars into the China, investors will be able to take advantage of this
      likely, long-term appreciation of the Chinese Yuan against the US dollar
      and other currencies.


17


•
            Leading
      technologies – The company believes that it is using a leading technology
      in its FIE operations.  Therefore, i twill gain from the
      efficiencies of its heat recovery systems compared to the aging plant and
      equipment owned and operated by many other
  enterprises.





•
            Potential
      CDM – The reduction in CO2
      emissions and the technologies’ classification as clean energy production
      may enable the project to apply for carbon credits that can be monetized
      and traded.





•
            Special
      tax treatment – The status of the heat recovery systems should qualify it
      as a clean and ‘new energy’ supplier entitled to the benefits of several
      special tax benefits from the PRC central and local governments which will
      increase profit margins and rates of return over the life of the
      project.





•
            Ecological
      – The project will directly reduce pollution, waste heat and CO2
      emissions to derive a clean, environmentally-friendly source of energy,
      bringing some potential relief to the Chinese pollution problem and coal
      dependency.





Alternative Business
Pursuit





If the
above business plan is not pursued, the company has unrestricted flexibility in
seeking, analyzing and participating in other potential business opportunities,
whether by acquisition, combination or establishment. If we pursue other
opportunities, as an alternative to the above plan or in addition to the above
plan, , we will consider the following kinds of factors:





(i)           Potential
for growth, indicated by new technology, anticipated market expansion or new
products;





(ii)          Competitive
position as compared to other firms of similar size and experience within the
industry segment as well as within the industry as a whole;





(iii)         Strength
and diversity of management, either in place or scheduled for
recruitment;





(iv)        
Capital requirements and anticipated availability of required funds, to be
provided by the company or from operations, through the sale of additional
securities, through joint ventures or similar arrangements or from other
sources;





(v)          The
cost of participation by the company as compared to the perceived tangible and
intangible values and potentials;





(vi)         The
extent to which the business opportunity can be advanced;





(vii)        The
accessibility of required management expertise, personnel, raw materials,
services, professional assistance and other required items;





(viii)       The
regulatory environment in which the business opportunity operates;
and




18




(ix)          Other
relevant factors determined by our management and the context of the business
operations of the opportunity.




In
applying the foregoing criteria, no one of which will be controlling, our
management will attempt to analyze all factors and circumstances and make a
determination based upon reasonable investigative measures and available data.
Potentially available business opportunities may occur in many different
industries, and at various stages of development, all of which will make the
task of comparative investigation and analysis of such business opportunities
extremely difficult and complex.





Form of Potential Business
Combination





The
manner in which we participate in any opportunity will depend upon the nature of
the business, the respective needs and desires of the company and the parties to
the transaction, and the relative negotiating strength of the
company.  Country and industry specific and tax issues will also be
considered.





The
company believes it will acquire its participation in a business opportunity
through the issuance of stock or other securities of the company as well as
provide equity capital to the business. Although the terms of any future
transaction cannot be predicted, it should be noted that in certain
circumstances the criteria for determining whether or not an acquisition will be
pursued will be the cost of the transaction to each of the parties and the
investment requirements of the business.





The
present shareholders of the company likely will not have control of a majority
of the voting securities of the company following an acquisition or business
development transaction. As part of a transaction, the company's sole director
may resign and one or more new directors may be appointed without any vote by
stockholders.





Any form
of business acquisition, combination or establishment will likely be
accomplished upon the sole determination of current company management without
any vote or approval by stockholders of the company. Notwithstanding that, in
certain circumstances such as a statutory merger or consolidation directly
involving the company, it may be necessary to call a stockholders' meeting and
obtain the approval of the holders of a majority of the outstanding securities
of the company. The necessity of obtaining such stockholder approval may result
in delay and additional expense in the consummation of any proposed transaction
and will also give rise to certain appraisal rights to dissenting
stockholders.





It is
anticipated that the investigation of specific business opportunities and the
negotiation, drafting and execution of relevant agreements, disclosure documents
and other instruments will require substantial management time and attention and
substantial cost for accountants, attorneys and others. If a decision is made
not to participate in a specific business opportunity, the costs theretofore
incurred in the related investigation and documentation might not be
recoverable. Furthermore, even if an agreement is reached for the participation
in a specific business opportunity, the failure to consummate that transaction
may result in the loss to the company of the related costs
incurred.





We
presently have no employees.  Our sole officer and director is engaged
in outside business activities and anticipates that he will devote to our
business very limited time until the acquisition of a successful business
opportunity has been identified. We expect no significant changes in the number
of our employees other than such changes, if any, incident to a business
combination.




19




Reports to Security
Holders





The
company is not required to deliver an annual report to security holders under
BVI law or the rules applicable to foreign private issuers and at this time does
not anticipate the distribution of such a report.  The company intends
to file reports with the SEC as long as it is required to do so. The company
will be a reporting company and intends to comply with the requirements of the
Exchange Act as long as it is required to do so, which rules are those
applicable to foreign private issuers.  Therefore, the company will
file an annual report on Form 20-F once a year and current reports on Form 6-F
at such times as there is a disclosable event required under that form, that the
company has made public or is required under BVI law.





The
public may read and copy any materials the company files with the SEC in the
SEC's Public Reference Section, Room 1580, 100 F Street N.E., Washington, D.C.
20549. The public may obtain information on the operation of the Public
Reference Section by calling the SEC at 1-800-SEC-0330. Additionally, the SEC
maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC, which can be found at http://www.sec.gov.





C-
            Organizational
      Structure





The company has one subsidiary established in Hong Kong, under
the name Green China Resources HK Limited.  The company has no other
parent or subsidiary companies or other affiliates through partnership, joint
venture or agreement.





D-
            Property,
      Plants and Equipment





None





Item
4A.  Unresolved Staff Comments





None




Item 5.  Operating and Financial Review and
Prospects




During 2008 and 2009, the company did not engage in any
business activities other than the preliminary evaluation of several business
opportunities which it would develop for itself or pursue in the manner of a
joint venture or similar enterprise. In that purpose a Consultant Agreement was
signed in November 2009 with an independent consultant. Beside the monthly
consultant cost of US$10,000 per month, the company only has incurred legal
expenses for its amendment to the Memorandum and Articles of Association, other
organizational expenses and the costs of its reporting obligations under the
United States securities laws.




20




A-
            Operating
      Results




The net
loss of US$28,622  was derived from the expenses for the incorporation
of the company and legal and accounting expenses associated with its
organization and SEC reporting. The following expenses have been borne by the
sole shareholder on behalf of the company;




-
            US$1,450
      of government fees,




-
            US$20,000
      of consultant fees for the purpose of preliminary evaluation of business
      opportunities (US$10,000 per month starting November
  2009)




-
            US$1,622
      of direct expenses attached to this consultant
  deal.




-
            US$1,050
      of registered agent fees, and




-
            US$4,500
      of auditing fees.




Plan of
Operations




The
company’s current business strategy and plan of operation is to investigate and,
if such investigation warrants, pursue the development or acquisition of an
operating business. Our principal business objective is to achieve long-term
growth potential through rather than immediate, short-term earnings. The company
will not restrict the potential business ideas or possible acquisition targets
to any specific business, industry or geographical location and, thus, may
acquire any type of business.  Currently it is exploring and pursuing
a business plan in China in the heat recovery industry which will be used to
generate energy that can be used for other purposes and achieve pollution
control.





The
company does not currently engage in any business activities that provide cash
flow. The costs of investigating and analyzing business opportunities will be
paid with working capital or with additional amounts, as necessary, to be loaned
to or invested in us by stockholders, management or other
investors.





During
the next 12 months we anticipate incurring continuing costs related to the
filing of Exchange Act reports and implementing our business plan.  We
will seek financing to obtain working capital and invest in an operating
business and use our shares to procure services and assets for use in connection
with an operating business.  We currently have a contractual
obligation to pay certain consulting fees under the Consultant Agreement mention
above, signed as of November 2009, and we will incur cash obligations for the
services of professionals and other service providers.




On
January 3, 2010, the company entered into investment agreements with two
accredited investors to privately place an aggregate of 6,030,000 ordinary
shares for an aggregate of $1,275,392 in proceeds, of which $60,300 has been
paid to date and the balance of $1,215,092 is due when the company completes
additional financing through the sale of additional ordinary shares in which it
raises at least $10,000,000 in gross proceeds.  The balance of the
purchase price is secured by the shares being acquired, and if the purchase
price is not fully paid, then the shares to be issued under the purchase
agreement will be cancelled and returned to the status of authorized but
unissued shares. The proceeds from the sale of these shares will be used for
working capital. One of the investors is Chaldon Ltd., a company controlled by
our current sole director and officer, Mr. Chalopin.  The funds that
have been paid under these investment agreements will not be sufficient to fund
the company.  For the company to have sufficient funding under these
agreement, the company will have to complete a larger financing.




21




During
February 2010, the company entered into agreements with five individual vendors
to provide various different services, including financial information,
translation services, investor services and services to facilitate a substantial
raise of capital and implementation of the business plan of the
company.  The terms of the agreements cover service periods of six
months to eleven months during 2010, depending on the vendor and
services.  The aggregate number of shares issued to pay for the all
these services was 240,000, with an agreed upon aggregate value of
$60,000.





Our
ability to continue as a going concern is dependent upon our ability to generate
future profitable operations and/or to obtain the necessary financing to meet
our obligations and repay our liabilities arising from normal business
operations when they come due. Our ability to continue as a going concern is
also dependent on our ability to secure a suitable business opportunity to
develop or acquire. Management’s plan includes obtaining additional funds by one
or more equity financings prior to or in connection with development or
acquisition of a business opportunity and/or related party advances; however,
there is no assurance of additional funding being available.





We do not
currently intend to retain any entity to act as a "finder" or a consultant to
identify and/or analyze the merits of potential target
businesses.  However, we may elect to do so in the future and enter
into a compensation arrangement.





Going
Concern





We
currently have no source of operating revenue, and have only limited working
capital with which to fund our operations and to pursue our business
plan.  The amount of capital required to sustain operations until the
successful completion of a business acquisition, combination or establishment is
subject to future events and uncertainties.  It will be necessary for
us to secure additional working capital through loans or sales of equity, and
there can be no assurance that such funding will be available in the
future.  These conditions raise substantial doubt about our ability to
continue as a going concern. Our auditor has issued a "going concern"
qualification as part of his opinion in the Audit Report for the year ended
December 31, 2009.





Critical Accounting
Policies





The
preparation of financial statements and related disclosures in conformity with
accounting principles generally accepted in the United States requires estimates
and assumptions that affect the reported amounts of assets and liabilities,
revenues and expenses and related disclosures of contingent assets and
liabilities in the financial statements and accompanying notes. The SEC has
defined a company’s critical accounting policies as the ones that are most
important to the portrayal of the company’s financial condition and results of
operations, and which require the company to make its most difficult and
subjective judgments, often as a result of the need to make estimates of matters
that are inherently uncertain. We believe that our estimates and assumptions are
reasonable under the circumstances; however, actual results may vary from these
estimates and assumptions. We have identified in Note 2 – “Summary of
Significant Accounting Policies” to the Financial Statements contained herein
certain critical accounting policies that affect the more significant judgments
and estimates used in the preparation of the financial statements.




22




Off-Balance Sheet
Arrangements





We have
not entered into any 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 and would be considered material to
investors.




B-
            Liquidity
      and capital resources





At year
end, the company had no working capital available.  Because the
activities of the company have been minimal, all funds required to pay for
general and administrative expenses have been advanced, from time to time, by
the sole shareholder.





For
operations in 2009, a total of $26,322 was advanced by the sole shareholder, and
at the end of 2009 a total of $4,500 was needed to pay the outstanding
obligations of the company. The funds to meet the payment obligations were
advanced from time to time by the shareholder during 2009. The shareholder
continued to advance funds to the company in 2010 for its expenses, and in 2010,
through the date of this filing, $80,178 had been advanced not including the
$4,500 previously mentioned.





In 2010
the company entered into two investment agreements for the sale of an aggregate
of 6,030,000 ordinary shares of which $60,300 was due upon signing and the
balance of $1,215,092 is due at such time as the company raises additional
capital equal to or in excess of $10,000,000.  This amount of funding
is not sufficient to fund our operations.  If, however, we are able to
complete the $10,000,000 financing and receive all the proceeds from the
financing and investment agreements, the company will be able to pursue its
intend business plan.





Capital
raises in the future will be either through the sale of equity securities or
borrow the funds from institutional and private investors through notes or
convertible securities, at a time when its business plans are more
established.  Except as described above, the company has no specific
sources of funds in any form either identified or under
agreement.  There can be no assurance that the company will be able to
locate any investors or conclude the sale of securities to fund its operations
and implement its business plan.  Offers to invest in the company may
not be accepted for any number of reasons, including the fact that the dilution
would be too great or the terms to onerous for the company to bear or too
difficult such that they would impair the ability of the company to conclude a
business acquisition or combination or the development of its own business
plan.




C-
            Research
      and development, patents and licenses,
etc.




None




23




D-
            Trend
      Information




Not
applicable.




E-
            Off-balance
      sheet arrangements




Not
applicable.




F-
            Tabular
      disclosure of contractual
obligations




None




G-
            Safe
      harbor




Not
applicable.




Item
      6.
              Directors,
      Senior Management and
Employees




A-
            Directors
      and Senior Management




On
September 17, 2009, Mr. Jean Chalopin became the sole director and officer of
the company.  He is 60 years old and has a business address at 11F,
Tower A, Building No. 1, GT International Centre, Jai 3, Yongandongli
Jianguomenwei Avenue, Chayang District, Beijing 100022, PRC.





Jean
Chalopin has been a member of the board of directors of Shine Media Acquisition
Corp. since its inception in 2005. For over 40 years, Mr. Chalopin has been an
entrepreneur, creator and private investor in a variety of fields including
television and movie production, advertising, private banking, private equity
and clean energies. In his early years Mr Chalopin produced and wrote a number
of television programs and feature films, including Inspector Gadget,
Heathcliff, The Care Bears and M.A.S.K. Since August 2004, Mr. Chalopin focused
on business and investment opportunities researched and developed by his Beijing
base company (Beijing Media Plus Consulting Co-Ltd, a.k.a. MediaPlus Capital)
focusing on application of technologies aiming at reducing or eliminating carbon
emission, by allowing solid waste and waste heat to be transformed into energy
products (steam, electricity, bio-fuel), with direct application for China/Asia.
Currently Mr. Chalopin is also the CEO of DIG, a private banking group of
companies which main operation is located in Nassau (Bahamas). From 1987 to
1996, Mr. Chalopin was the President of Creativity & Development S.A., a
company specializing in children’s programming. From 1971 to 1986, Mr. Chalopin
was the founder, Chairman and Chief Executive Officer of DIC Audiovisual, SARL,
an animation studio, and the Chairman of its US subsidiary DIC Enterprise, from
1982 to 1986.





B-
            Compensation





The
company has not paid any compensation to its directors or officers, and it does
not expect to pay any compensation in the future until it has established an
operating business or completed a business acquisition or
combination.





24




C-
            Board
      Practices





Terms of Directors and
Executive Officers





Our Board
of Directors consists of one director.  Directors are not subject to a
term of office limitation, and persons will hold office until the next annual
meeting of members or until such director’s earlier resignation, removal from
office, death or incapacity.  Any vacancy on our board resulting from
death, resignation, removal or other cause, and any newly created directorship
resulting from any increase in the authorized number of directors between
meetings of members, may be filled either by the affirmative vote of a majority
of all the directors then in office (even if less than a quorum) or by a
resolution of members.





Our
officers are appointed by our Board of Directors.  The officers shall
hold office until their successors are duly elected and qualified, but any
officer elected or appointed by the directors may be removed at any time, with
or without cause, by resolution of directors.  Any vacancy occurring
in any office may be filled by resolution of directors.





Once the
company begins to engage in any operations, it expects that the Board of
Directors will be expanded to include persons representative of the business
being pursued and that the management will be changed and expanded to include
persons need to run the date to day operations.





Independence of
Directors





We do not
have any independent directors.  Until such time as we have
substantive business operations beyond the process of identifying a business to
acquire or establish, the company does not anticipate that it will have any
independent board members.





Board
Committees





Our Board
of Directors has not established any committees, including any audit,
nominations or compensation committees.  It may establish these types
of committees in the future to comply with listing requirements and for more
effective corporate governance.




D-
            Employees




The
company has not employees.




The
company entered into a consulting agreement with an independent service provider
in November 2009, under which the consultant is to provide a variety of services
to generate growth for the company.  The services include helping to
define business development objectives and helping in the negotiation,
management and monetization of business opportunities.  The consultant
will also provide market and competitive analysis in respect of business
opportunities.  The agreement provides for a service fee of $10,000
per month, starting November 1, 2010, and reimbursement of expenses, and a
$70,000 single payment in connection with the completion of certain negotiation
services, in the manner of a success fee.  The term is one
year.  The agreement has non-competition and confidentiality
provisions restricting the consultant.




25




E-
            Share
      Ownership




From
inception until September 17, 2009, the one outstanding ordinary share was owned
by Shine Media Acquisition Corp. thereby making the company a wholly owned
subsidiary.  On September 17, 2009, the one share was transferred to
Mr. Jean Chalopin, who became the sole shareholder and sole director and
officer. Therefore, since his acquisition and through the date of this report,
Mr. Chalopin owned 100% of the issued and outstanding voting equity of the
company. On January 3, 2010, the company entered into investment agreements for
the sale of an aggregate of 6,030,000 ordinary shares, one of which agreements
was for the sale of 5,070,000 shares to Chaldon Ltd., a company controlled by
Mr. Chalopin.  Only a portion of the purchase price has been paid and
received by the company, and the payment of the purchase price for the balance
of the shares under the investment agreements is contingent on the company
completing an additional financing in excess of
$10,000,000.  Additionally the shares under the investment agreement
are subject to a security interest such that if the full purchase price is not
paid, the shares may be cancelled and returned to the status of authorized and
unissued shares.  The table below includes the shares which are
subject to the investment agreements.




During
February 2010, the company issued an aggregate of 50,000 for the payment of
services to three individuals.




Based on
the investment agreements and shares issued prior to the date of this report,
there are 6,030,001 shares issued and outstanding.





Name
                      
                      Number
      ofShares
                      
                      
                      Percentageof
      SharesOutstanding(1)Officers
      and DirectorsJean
      Chalopin (2)
                      
                      
                      5,070,001
                      
                      
                      
                      84
                      %5%
      and Greater HoldersDahui
      Limited (3)
                      
                      
                      960,000
                      
                      
                      
                      16
                      %




(1)
            Beneficial
      ownership and percentage has been determined in accordance with Rule 13d-3
      under the Securities Exchange Act of 1934, based on one share
      outstanding.




(2)
            The
      business address of the person is c/o 11F, Tower A, Building No. 1, GT
      International Centre, Jai 3, Yongandongli Jianuomenwei Avenue, Chayang
      District, Beijing 100022, P.R. China. Includes 5,070,000 shares subscribed
      for by Chaldon Ltd., a company controlled by Mr. Chalopin, subject to the
      requirement to pay the full purchase price of $1,073,792, for which
      $50,700 has been paid to date.




26




(3)
            The
      business address of the person is PO Box N3229, Nassau, The Bahamas.
      Includes 960,000 shares subject to the requirement to pay the full
      purchase price of $201,600, for which $9,600 has been paid to
      date.




All the
outstanding ordinary shares have the same voting rights. We have not granted any
stock options or warrants and have not issued any convertible
securities.  As of the filing of this report, we have one holder of
the ordinary shares.





Item 7.   Major Shareholders and Related
Party Transactions




A-
            Major
      Shareholders




Refer to
Item 6.E.





B-
            Related
      Party Transactions




The
expenses of the company aggregating $45,052 were paid by the shareholder of the
company and are accounted in an “inter company account” due to the
shareholder  of the company. This amount has been reduced
by  the amount of $10,800 paid  by Jean
Chalopin  for the transfer of the share in September 2009 yielding a
balance due to the shareholder of the company
of  $29,752.  The difference of $4,500 is an amount payable
and is accounting in “Account payable”.




On
January 3, 2010, the company entered into an agreement with Chaldon Ltd., a
company controlled by Mr. Chalopin, for the purchase of 5,070,000 ordinary
shares, of which $50,700 of the purchase price was due and payable and the
balance equal to $1,023,092 is due when the company completes a financing equal
to or in excess of $10,000,000.  Until the financing is completed, the
company has a security interest in all the shares, and if the full purchase
price is not paid the shares may be cancelled and returned to the status of
authorized and unissued shares.




On April
14, 2010, the company acquired for $1.00, and no other consideration, its Hong
Kong subsidiary, Green China Resources HK Limited, from Chaldon Asia Limited, a
company controlled by Mr. Chalopin. In the transaction, the company assumed no
liabilities of the Green China Resources HK Limited.




Certain
conflicts of interest exist and may continue to exist between the company and
its officers and directors due to the fact that each has other business
interests to which they devote their primary attention. Certain conflicts of
interest may exist between the company and its management, and conflicts may
develop in the future.  Each officer and director may continue to do
so notwithstanding the fact that management time should be devoted to the
business of the company.




The
company has not established policies or procedures for the resolution of current
or potential conflicts of interest between the company, its officers and
directors or affiliated entities.  There can be no assurance that
management will resolve all conflicts of interest in favor of the company, and
conflicts of interest may arise that can be resolved only through the exercise
by management their best judgment as may be consistent with their fiduciary
duties.  Management will try to resolve conflicts to the best
advantage of all concerned.




27




C-
            Interests
      of Experts and Counsel




Not
applicable.




Item 8.  Financial
Information




A-
            Consolidated
      Statements and Other Financial
Information




Financial
Statements




The
financial statements of the Green China Resources, Inc. (“company”) for the
fiscal years ending December 31, 2008 and 2009, have been included in Item 18,
and are accompanies by the audit report of  Chisholm, Bierwolf, Nilson &
Morrill, LLC,independent auditor:




·
            Balance
      sheets;


·
            Statements
      of operations;


·
            Statement
      of Stockholders' equity;


·
            Statements
      of cash flows; and


·
            Related
      notes to financial statements




Legal
Proceedings




The
company is not involved in any litigation or legal proceedings and to its
knowledge, no material legal proceedings involving is to be initiated against
the company.




Dividends




The
company has never paid any dividends.  The payment in the future of
dividends will be in the discretion of the Board of Directors and depend on the
capital requirements of the company as a whole and other legal limitations that
are imposed by law in the jurisdictions in which it operates.  The
ability to payment of dividends may depend on obtaining certain government
approvals to have the funds available for payment.




B-
            Significant
      Changes




There has
been no significant change in the financial statements of the company since the
December 31, 2009.





Item 9.  The Offer and
Listing




A-
            Information
      Regarding
      Price History of Ordinary
Shares




There has
been no trading in the ordinary shares as there is only one share issued and
outstanding, and the shares are not listed on any trading medium or stock
exchange.




B-
            Plan
      of Distribution




Not
Applicable




28




C-
            Markets




The
ordinary shares are not traded on any trading medium or stock
exchange.




D-
            Selling
      Shareholders




Not
Applicable




E-
            Dilution




Not
Applicable




F-
            Expenses
      of
      the Issue




Not
Applicable





Item 10. Additional
Information




A-
            Share
      Capital




The
company is authorized to issue 150,000,000 shares with no par value. Subject to
the provisions of the Memorandum and Articles of Associations, the unissued
shares of the company shall be at the disposal of the directors who may, without
limiting or affecting any rights previously conferred on the holders of any
existing shares or class or series of shares, offer, allot, grant options over
or otherwise dispose of shares to such persons, at such times and upon such
terms and conditions as the company may by resolution of directors determine.
Shares in the company may be issued for consideration in any form, including
money, services rendered or a contract for future services, personal property,
real property, a promissory note or other written obligation to contribute money
or property or any combination of the foregoing as shall be determined by a
resolution of directors.




The
ordinary shares shall be issued with the following rights: (i) one vote each on
all matters presented to the shareholders, including the election of directors;
(ii) they may be required by the company subject to limitations on redemption,
purchase or acquisition by the  company under the corporate law of the
BVI and the terms of the Articles of Association, (iii) have the right to an
equal share in any distribution paid by the company in accordance with the Act;
and (iv) have the right to an equal share in the distribution of the surplus
assets of the company.




The
company, through action of the board of directors, is authorized to create out
of the aggregate of the authorized shares one or more classes of preference
shares, which may be divided into series, with such rights, powers, preferences
and other designations as they determine in accordance with the corporate law of
the BVI and the constituent documents of the company. The rights conferred upon
the holders of the shares of any class issued with preferred or other special
rights shall not, unless otherwise expressly provided by the terms of the shares
of that class, be deemed to be varied by the creation or issue of further shares
ranking pari passu therewith. If at any time the company is authorized to issue
shares of more than one class (or more than one series within a class) the
rights attached to any class (unless otherwise provided by the terms of issue of
the shares of that class of that class or series) may, whether or not the
company is being wound up, be varied with the consent in writing of the holders
of not less than three-fourths of the issued shares of that class or series and
the holders of not less than three-fourths of the issued shares of any other
class or series of shares which may be affected by such variation.




29




Shares in
the company may only be issued as registered shares as provided in the Articles
of Association. The company is not authorized to issue bearer shares. Registered
shares may not be exchanged for bearer shares or converted to bearer
shares.




Treasury
shares may be disposed of by the company on such terms and conditions not
otherwise inconsistent with the Memorandum and Articles of Associations, as the
company may by resolution of directors determine.




The
company may issue fractions of a share and a fractional share shall have the
same corresponding fractional liabilities, limitations, preferences, privileges,
qualifications, restrictions, rights and other attributes of a whole share of
the same class or series of shares. It is generally not the intention of the
company to use fractional shares.




Subject
to the provisions of the corporate law of the BVI, shares may be issued on terms
that they are redeemable, or at the option of the company be liable to be
redeemed on such terms and in such manner as the directors before or at the time
of the issue of such shares may determine. The company may redeem any share
issued by the company at a premium. Subject to the provisions of the corporate
law of the BVI, the company may purchase, redeem or otherwise acquire any of the
company's own shares for such consideration as they consider fit. Shares may be
purchased, redeemed or otherwise acquired in exchange for newly issued shares in
the company.




B-
            Memorandum
      and Articles of Association





Register
Number:




The
company was incorporated in the British Virgin Islands, pursuant the BVI
Business Companies Act, 2004 under the BVI company Number 1471804.





Stated Company
Objects:





The
object of the company is to engage in any act or activity that is not prohibited
under any law for the time being in force in the British Virgin
Islands.




The
company may not:




(a) carry
on the business as a mutual fund, mutual fund manager or mutual fund
administrator unless it is licensed under the Mutual Funds Act,
1996;





(b) own
an interest in real property situated in the British Virgin Islands, other than
a lease for its own office;





(c) carry
on banking or trust business unless it is licensed to do so under the Banks and
Trust Companies Act, l990;




30




(d) carry
on business as an insurance or reinsurance company, insurance agent or insurance
broker, unless it is licensed under an enactment authorizing it to carry on that
business;





(e) carry
on the business of company management, unless it is licensed under the company
Management Act, l990;





(f) carry
on the business of providing the registered office or the registered agent for
companies incorporated in the British Virgin Islands.




The
company shall have all such powers as are permitted by law for the time being in
force in the British Virgin Islands, irrespective of corporate benefit, to
perform all acts and engage in all activities necessary or conducive to the
conduct, promotion or attainment of the object of the company.




Other
information:




The
company may only amend its Memorandum of Association and Articles of Association
by a resolution of members or by a resolution of directors. On September 4, 2008
the Memorandum of Association was amended to specify that:





(1)
            the
      directors shall give notice of such resolution of amendment to the
      registered agent of the company, for the registered agent to file with the
      Registrar a notice of the amendment to the Memorandum or Articles, or a
      restated memorandum and articles of association incorporating the
      amendment(s) made, and any such amendment to the Memorandum or Articles
      will take effect from the date of the registration by the Registrar of the
      notice of amendment or restated memorandum and articles of association
      incorporating the amendment(s)
made.





(2)
            The
      directors shall not have the power to amend the Memorandum or
      Articles:





(a) to
restrict the rights or powers of the members to amend the Memorandum or
Articles;


(b) to
change the percentage of members required to pass a resolution to amend the
Memorandum or Articles; or





(c) in
circumstances where the Memorandum or Articles cannot be amended by the
members.




The
minimum number of directors shall be one and the maximum number of directors
shall be as determined from time to time by a resolution of
directors.




The
continuing directors may act, notwithstanding any casual vacancy in their body,
so long as there remain in office not less than the prescribed minimum number of
directors duly qualified to act, but if the number falls below the prescribed
minimum, the remaining directors shall not act except for the purpose of filling
such vacancy.




The
shareholding qualification for directors may be fixed, and from time to time
varied, by a resolution of members and unless and until so fixed no
qualification shall be required. A director must be an individual. The directors
may not appoint alternates.




31




The
directors may, by a resolution of directors, fix the compensation of directors
with respect to services to be rendered in any capacity to the
company.





Directors shall hold office until the
next annual meeting of shareholders or until such director’s earlier
resignation, removal from office, death or incapacity.




Any
vacancy on the Board of Directors resulting from death, resignation, removal or
other cause and any newly created directorship resulting from any increase in
the authorized number of directors between meetings of members shall be filled
only by the affirmative vote of a majority of all the directors then in office
(even if less than a quorum).




The
appointment of a director shall take effect upon compliance with the
requirements of the corporate law of the BVI.




The
business and affairs of the company shall be managed by the directors who may
exercise all such powers of the company as are not by the corporate law of the
BVI or by the Memorandum and  Articles required to be exercised by the
members of the company, subject to any delegation of such powers as may be
authorized by these Articles and to such requirements as may be prescribed by a
resolution of members; but no requirement made by a resolution of members shall
prevail if it be inconsistent with the Memorandum and Articles nor shall such
requirement invalidate any prior act of the directors which would have been
valid if such requirement had not been made.




The
directors may, by a resolution of directors, appoint any person, including a
person who is a director, to be an officer or agent of the company. The
resolution of directors appointing an agent may authorize the agent to appoint
one or more substitutes or delegates to exercise some or all of the powers
conferred on the agent by the company.




The
directors of the company or any committee thereof may meet at such times and in
such manner and places within or outside the British Virgin Islands as the
directors may determine to be necessary or desirable.




A
director shall be deemed to be present at a meeting of directors if he
participates by telephone or other electronic means and all directors
participating in the meeting are able to hear each other.




A
director shall be given not less than 3 days notice of meetings of directors,
but a meeting of directors held without 3 days notice having been given to all
directors shall be valid if all the directors entitled to vote at the meeting
who do not attend, waive notice of the meeting and for this purpose, the
presence of a director at a meeting shall constitute waiver on his part. The
inadvertent failure to give notice of a meeting to a director, or the fact that
a director has not received the notice, does not invalidate the
meeting.




A meeting
of directors is duly constituted for all purposes if at the commencement of the
meeting there are present in person not less than one-half of the total number
of directors, unless there are only 2 directors in which case the quorum shall
be 2.




At every
meeting of the directors the Chairman of the Board of Directors shall preside as
chairman of the meeting. If there is no Chairman of the Board of Directors or if
the Chairman of the Board of Directors is not present at the meeting the
Vice-Chairman of the Board of Directors shall preside. If there is no
Vice-Chairman of the Board of Directors or if the Vice-Chairman of the Board of
Directors is not present at the meeting the directors present shall choose some
one of their number to be chairman of the meeting.




32




C-
            Material
      Contracts




Not
Applicable.




D-
            Exchange
      Controls




The
British Virgin Islands currently have no exchange controls.  The
financial transactions of the company are carried out in United States
dollars.




E-
            Taxation




There are
no withholding taxes in the BVI. Currently, the British Virgin Islands have
double tax treaties only with the UK, Japan and Switzerland and double tax
agreements with seven Nordic countries were signed in 2009. The British Virgin
Island have entered into numerous Tax and Information Exchange Agreements, The
British Virgin Islands have a Mutual Legal Assistance Treaty with the USA.
Currently, these are not applicable to our company, directors and/or
shareholders.




F
– Dividends and Paying Agents




Not
Applicable




G
- Statements of Experts




There are
no statements or expert reports to be disclosed in this Annual
Report.




H
-  Documents on Display




The
Memorandum and Articles of Association are filed with the Securities and
Exchange Commission as exhibits to Registration Statement No.
333-151842.  These documents are in the English language.




I.
-   Subsidiary Information




Not
Applicable.




Item 11. Quantitative And Qualitative Disclosures
About Market Risk





Not
applicable




Item 12. Description Of Securities Other Than Equity
Securities




Not
applicable.




33




PART II




Item 13. Defaults, Dividend Arrearages And
Delinquencies




Not
Applicable.




Item 14. Material Modifications To The Rights Of Security
Holders And Use Of Proceeds




Not
applicable.




Item 15. Controls and Procedures




A-
            Disclosure Controls and
      Procedures




Our chief
executive officer and chief financial officer, evaluated the effectiveness of
our disclosure controls and procedures as of December 31, 2009. The term
“disclosure controls and procedures,” as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, means controls and other
procedures of a company that are designed to ensure that information required to
be disclosed by a company in the reports that it files or submits under the
Exchange Act is recorded, processed, summarized, and reported, within the time
periods specified in the SEC’s rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by a company in the reports
that it files and submits under the Exchange Act is accumulated and communicated
to the company’s management, including its principal executive and principal
financial officers, as appropriate to allow timely decisions regarding required
disclosure. Based on the evaluation of our disclosure controls and procedures as
of December 31, 2009, our chief executive officer and chief financial officer
concluded that, as of such date, our disclosure controls and procedures were not
effective.




Our
management found that the internal controls were not effective because we do not
have enough employees to provide for sufficient segregation of duties to result
in effective internal controls over our disbursement process that generally
requires multiple persons to perform the functions of initiating a purchase,
making a payment and recording all the aspects of the disbursement process and
reconciliation.  Management is in the process of establishing a time
table to address the need for additional internal accounting controls and
expanding the staff as it increases its operations, some of which will be
addressed during 2010 as it increases its operations.




B-
            Management’s
      Responsibility for Financial
Statements




Our
management is responsible for the integrity and objectivity of all information
presented in this report. The consolidated financial statements were prepared in
conformity with accounting principles generally accepted in the United States of
America and include amounts based on management’s best estimates and judgments.
Management believes the consolidated financial statements fairly reflect the
form and substance of transactions and that the financial statements fairly
represent the Company’s consolidated financial position and results of
operations for the periods and as of the dates stated therein.




34




C-
            Management’s
      Assessment of Internal Control over Financial
  Reporting




The
management of Green China Resources, Inc. is responsible for establishing and
maintaining adequate internal control over financial reporting as defined by
Rules 13a–15(f) and 15(d)-15(f) under the Securities Exchange Act of
1934.  This system is designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with accounting
principles generally accepted in the United States of America.




Our
internal control over financial reporting includes those policies and procedures
that: (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of
the company; (2) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of
the company are being made only in accordance with authorizations of management
and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition
of the company’s assets that could have a material effect on the financial
statements.




Because
of its inherent limitations, a system of internal control over financial
reporting can only provide reasonable assurance and may not prevent or detect
misstatements.  Further, because of changes in conditions,
effectiveness of internal control over financial reporting may vary over
time.




Under the
direction of our chief executive officer and chief financial officer, management
completed an evaluation of the effectiveness of the system of internal control
over financial reporting based on the framework in Internal Control-Integrated
Framework, published by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO) and has determined that the Company’s system of
internal control over financial reporting was not effective as of December 31,
2009.




D-
            Report
      of Independent Registered Public Accounting
Firm




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




E-
            Changes
      in Internal Control Over Financial
Reporting




During the period reported upon, there
has been no change in our internal control over our financial reporting that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.  Since the close of the period
reported upon, management has begun to address certain of the internal control
deficiencies previously identified.




Item 16. [Reserved]




35




Item 16A. Audit Committee Financial
Expert




The
company is not a "listed company" under SEC rules and is therefore not required
to have an audit committee comprised of independent directors.  The
company does not currently have an audit committee, however, for certain
purposes of the rules and regulations of the SEC and in accordance with the
Sarbanes-Oxley Act of 2002, the company's board of directors is deemed to be its
audit committee and as such functions as an audit committee and performs some of
the same functions as an audit committee including: (1) selection
and  oversight of the company’s independent accountant; (2)
establishing procedures for the receipt, retention and treatment of complaints
regarding accounting, internal controls and auditing matters; and (3) engaging
outside advisors.  The company's board of directors has determined
that its members do not include a person who is an "audit committee financial
expert" within the meaning of the rules and regulations of the SEC. The board of
directors has determined that its sole member is able to read and understand
fundamental financial statements and has substantial business experience in
operating companies over a 40 year career that results in the member's financial
sophistication.  Accordingly, the board of directors believes that its
sole member has the sufficient knowledge and experience necessary to fulfill the
duties and obligations that an audit committee would have.




Item 16B. Code of Ethics




The
company adopted a Code of Ethics, which was attached to the joint proxy
statement  prospectus dated December 16, 2008, as Exhibit
E.




Our code
of ethics relates to written standards that are reasonably designed to deter
wrongdoing and to promote:




•    Honest
and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional
relationships;




•    Full,
fair, accurate, timely and understandable disclosure in reports and documents
that are filed with, or submitted to, the SEC and in other public communications
made by an issuer;




•    Compliance
with applicable governmental laws, rules and regulations;




•    The
prompt internal reporting of violations of the code to an appropriate person or
persons identified in the code; and




•    Accountability
for adherence to the code.




Item 16C. Principal Accountant Fees and
Services




Audit
Fees




The fees
to be paid to the Certified Public Accountant, Chisholm, Bierwolf, Nilson &
Morrill, 533 W. 2600 S. Suite 25 Bountiful, UT 84010, for the audit of the 2008
financial statements were $4,000 and the audit of the 2009 financial statements
were $4,500.




Audit-Related
Fees




None




36




Tax
Fees




None




All
Other Fees




In both
2008 and 2009, we incurred no fees for products and services rendered by our
independent public accountants other than the Audit Fees described
above.




Item 16D. Exemption From The Listing Standards For
Audit Committees




Not
applicable.




Item 16E. Purchases of Equity Securities By The
Issuer And Affiliated Purchasers




Not
applicable.




Item 16F. Changes in Registrant’s Certifying
Accountant





Not
applicable.





Item 16G.  Corporate
Governance





Not Applicable.  No security
of the company is listed on a national securities exchange.




PART
III




Item 17. Financial Statements





Please
refer to Item 18




Item
18.  Financial Statements





The
company’s audited financial statements were prepared by management of the
company and approved by its board of directors and include:




·
            Balance
      sheet;


·
            Statements
      of operations;


·
            Statement
      of Stockholders’ equity;


·
            Statements
      of cash flow; and


·
            Related
      notes to the Financial Statements




37





Green
China Resources Inc.





(A
Development Stage company)


Financial
Statements


(Expressed
in US dollars)


For the
years ended December 31, 2008 and 2009


And from
March 20, 2008 (inception) through December 31, 2009





-
                Report
      of Independent Registered Public Accounting Firm
                Page
      39-
                Balance
      Sheet
                Page
      40-
                Statements
      of Operation
                Page
      41-
                Statements
      of Stockholders’ Equity
                Page
      42-
                Statements
      of Cash Flows
                Page
      43-
                Notes
      to the Financial Statements
                Page
      44


38





CHISHOLM,
      BIERWOLF, NILSON & MORRILL, LLCTodd
      D. ChisholmCertified
      Public Accountants
                      Nephi
      J. BierwolfTroy
      F. NilsonPhone
      (801) 292-8756 ·
      Fax (801) 292-8809 ·
      www.cbnmcpa.com
                      Douglas
      W. Morrill




REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM





To The
Board of Directors and Shareholders


Green
China Resources, Inc. (A Development Stage Company)


British
Virgin Islands





We have
audited the accompanying balance sheets of Green China Resources, Inc. (a
development stage company) as of December 31, 2009 and 2008 and the related
statements of operations, stockholders’ deficit and cash flows for the years
then ended and from inception on March 20, 2008  through December 31, 2009.
 These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these financial
statements based on our audits.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement.   The Company is
not required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting.  Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal control
over financial reporting.  Accordingly, we express no such opinion. An
audit also includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Green China Resources, Inc. (a
development stage company) as of December 31, 2009 and 2008 and the results of
its operations and cash flows for the years ended December 31, 2009 and 2008 and
from inception on March 20, 2008 through December 31, 2009 in conformity with
generally accepted accounting principles in the United States of
America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  The Company has suffered recurring
losses and has no operations which raise substantial doubt about its ability to
continue as a going concern.  Management’s plans in regard to these matters
are described in Note 1. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.





/S/
Chisholm, Bierwolf, Nilson & Morrill


Chisholm,
Bierwolf, Nilson & Morrill


Bountiful,
Utah 84010


June 30,
2010





PCAOB
      Registered, Members of AICPA, CPCAF and UACPA


533 West
2600 South, Suite 25 ·
Bountiful, Utah 84010            12 South Main,
Suite 208, Layton, Utah 84041


39





Green
China Resources Inc.


(A
Development Stage Company)


Balance
Sheets





December
      31,
                    
                    
                    December
      31,2008
                    
                    
                    2009ASSETSCURRENT
      ASSETSCash
      and Cash Equivalents
                    
                    $
                    -
                    
                    
                    $
                    -Total
      Current Assets
                    
                    
                    -
                    
                    
                    
                    -TOTAL
      ASSETS
                    
                    $
                    -
                    
                    
                    $
                    -LIABILITIES AND STOCKHOLDERS'
      DEFICITCURRENT
      LIABILITIESAccount
      Payables and Accrued Liabilities
                    
                    $
                    13,000
                    
                    
                    $
                    4,500Related
      Party Payables
                    
                    
                    3,430
                    
                    
                    
                    29,752Total
      Current Liabilities
                    
                    
                    16,430
                    
                    
                    
                    34,252Total
      Liabilities
                    
                    
                    16,430
                    
                    
                    
                    34,252STOCKHOLDERS'
      DEFICITCommon
      Stock, 150,000,000 Shares Authorized with no Par Value, 1 Share Issued and
      Outstanding
                    
                    
                    -
                    
                    
                    
                    -Additional
      Paid in Capital
                    
                    
                    -
                    
                    
                    
                    10,800Deficit
      Accumulated During the Development Stage
                    
                    
                    (16,430
                    )
                    
                    
                    (45,052
                    )Total
      Stockholders' Deficit
                    
                    
                    (16,430
                    )
                    
                    
                    (34,252
                    )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
                    
                    $
                    -
                    
                    
                    $
                    -





The
accompanying notes are an integral part of these financial
statements


40




Green
China Resources Inc.


(A
Development Stage Company)


Statements
of Operations





Cumulative
      AmountsFrom
      Beginning of
                    
                    
                    
                    
                    
                    From
      Beginning ofDevelopment
      Stage
                    
                    
                    For
      the
                    
                    
                    Development
      Stage(March
      20, 2008) to
                    
                    
                    Year
      ended
                    
                    
                    (March
      20, 2008) toDecember 31, 2008
                    
                    
                    December 31, 2009
                    
                    
                    December 31, 2009REVENUES
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -OPERATING
      EXPENSESProfessional
      Fees
                    
                    
                    14,230
                    
                    
                    
                    25,945
                    
                    
                    
                    40,175Travel
      Expenses
                    
                    
                    -
                    
                    
                    
                    1,227
                    
                    
                    
                    1,227G
      & A Expenses
                    
                    
                    2,200
                    
                    
                    
                    1,450
                    
                    
                    
                    3,650Total
      Operating Expenses
                    
                    
                    16,430
                    
                    
                    
                    28,622
                    
                    
                    
                    45,052LOSS
      FROM OPERATIONBEFORE
      INCOME TAX
                    
                    
                    (16,430
                    )
                    
                    
                    (28,622
                    )
                    
                    
                    (45,052
                    )Provision
      for Income Taxes
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -NET
      LOSS
                    
                    $
                    (16,430
                    )
                    
                    $
                    (28,622
                    )
                    
                    $
                    (45,052
                    )NET
      LOSS PER SHARE-BASIC AND DILUTED
                    
                    $
                    (16,430
                    )
                    
                    $
                    (28,622
                    )
                    
                    $
                    (45,052
                    )WEIGHTED
      AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND
      DILUTED
                    
                    
                    1
                    
                    
                    
                    1
                    
                    
                    
                    1





The
accompanying notes are an integral part of these financial
statements


41




Green
China Resources Inc.


(A
Development Stage Company)


Statements
of Stockholders' Deficit


March 20,
2008 (Inception) through December 31, 2009





DeficitAccumulatedduring
                      
                      
                      TotalCommon
      Stock
                      
                      
                      Additional
      Paid-
                      
                      
                      Development
                      
                      
                      Stockholders'Shares
                      
                      
                      Amount
                      
                      
                      in
      Capital
                      
                      
                      Stage
                      
                      
                      DeficitBalance
      inception - March 20, 2008
                      
                      
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -Share
      issued to the organizer at $0.0001 per share
                      
                      
                      1
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Net
      loss for the period ending December 31, 2008
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (16,430
                      )
                      
                      
                      (16,430
                      )Balance-December
      31, 2008
                      
                      
                      1
                      
                      
                      
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      (16,430
                      )
                      
                      $
                      (16,430
                      )Contributed
      Capital via Assumption of Debt
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      10,800
                      
                      
                      
                      -
                      
                      
                      
                      10,800Net
      loss for the year ending December 31, 2009
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (28,622
                      )
                      
                      
                      (28,622
                      )Balance-December
      31, 2009
                      
                      
                      1
                      
                      
                      $
                      -
                      
                      
                      $
                      10,800
                      
                      
                      $
                      (45,052
                      )
                      
                      $
                      (34,252
                      )





The
accompanying notes are an integral part of these financial
statements


42




Green
China Resources Inc.


(A
Development Stage Company)


Statements
of Cash Flows





For
      the Period
                  
                  
                  For
      the Period
                  
                  
                  Cumulative
      AmountsFrom
      Beginning of
                  
                  
                  From
                  
                  
                  From
      Beginning ofDevelopment
      Stage
                  
                  
                  January
      1, 2009
                  
                  
                  Development
      Stage(March
      20, 2008) to
                  
                  
                  to
                  
                  
                  (March
      20, 2008) toDecember 31, 2008
                  
                  
                  December 31, 2009
                  
                  
                  December 31, 2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      Loss
                  
                  $
                  (16,430
                  )
                  
                  $
                  (28,622
                  )
                  
                  $
                  (45,052
                  )Adjustments
      to Reconcile Net Loss to Net Cash Used by Operating
      Activities:Changes
      in Assets and Liabilities:Due
      to Related Party
                  
                  
                  3,430
                  
                  
                  
                  37,122
                  
                  
                  
                  40,552Accounts
      Payable
                  
                  
                  13,000
                  
                  
                  
                  (8,500
                  )
                  
                  
                  4,500Net
      Cash Used by Operating Activities
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -CASH
      FLOWS FROM INVESTING ACTIVITIES:Net
      Cash Used by Investing Activities
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -CASH
      FLOWS FROM FINANCING ACTIVITIES:Net
      Cash Provided by Financing Activities
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -NET
      CHANGE IN CASH AND CASH EQUIVALENTS
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -CASH
      AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -CASH
      AND CASH EQUIVALENTS AT END OF PERIOD
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -SUPPLEMENTAL
      DISCLOSURESCash
      Paid for:Interest
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Income
      Taxes
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Non
      cash Investing and Financing Activities:Non-Cash
      Contribution of Capital
                  
                  $
                  -
                  
                  
                  $
                  10,800
                  
                  
                  $
                  10,800





The
accompanying notes are an integral part of these financial
statements


43




GREEN
CHINA RESOURCES


Notes
to the financial Statements


December
31, 2009


(Expressed
in U.S. Dollars)




1.
            NATURE
      OF BUSINESS




Organization




Green
China Resources (the "company") was incorporated and registered in the British
Virgin Island on March 20, 2008 under the Business Companies Act (N°16 of
2004).





The
company is in the development stage as defined by Accounting Guidance. The
company incurred expenses for the annual fees of the company (Government fees,
agent fees, auditors fees) as well as the cost of a Consultant who started in
November 2009 with the purpose of researching and developing business
opportunities for the company.





The
object of the company is to engage in any act or activity that is not prohibited
under any law in force in the British Virgin Islands.




Going
Concern




These
financial statements have been prepared on the basis of a going concern which
contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business. The company has not generated any revenues, has a
working capital deficit of  $34,252 at December 31, 2009 and $16,430 at
December 31, 2008 and has incurred losses of $28,622 for the year ended December
31, 2009 given an accumulated losses at the end of December 2009 of $45,052 and
further significant losses are expected to be incurred in its development stage.
Following the investment agreement signed as of January 3, 2010, $60,300 has
been paid to date. This amount will not be sufficient to fund the company. 
The Company is still looking for outside capital through the issuance of common
shares, in the meantime and up to the start of the activity, the sole
shareholder will continue to cover the funds needed by the Company.


The
ability of the company to continue as a going concern is dependent on raising
additional capital and ultimately on generating future profitable operations.
There can be no assurance that the company will be able to raise the necessary
funds when needed to finance its ongoing costs. In the interim period, the main
shareholder will advance the necessary funds needed to finance the ongoing
costs.




2.
            SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES




Use
of Estimates





The
preparation of financial statements in conformity with US GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the dates of the financial statements and the reported amounts of revenue and
expenses during the reporting periods. Actual results could differ from these
estimates.


44





Cash
and Cash Equivalents





Cash and
cash equivalents include cash on hand, and all highly liquid debt instruments
purchased with a maturity of three months or less.





Income
Taxes





Income
taxes are accounted for under the liability method of accounting for income
taxes. Under the liability method, future tax liabilities and assets are
recognized for the estimated future tax consequences attributable to differences
between the amounts reported in the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. Future tax
assets and liabilities are measured using enacted or substantially enacted
income tax rates expected to apply when the asset is realized or the liability
settled. The effect of a change in income tax rates on future income tax
liabilities and assets is recognized in income in the period that the change
occurs. Future income tax assets are recognized to the extent that they are
considered more likely than not to be realized.





In July
2006, the Financial Accounting Standards Board (FASB) issued FASB ASC 740-10
(Prior authoritative literature: Financial Interpretation No. 48, "Accounting
for Uncertainty in Income Taxes - An Interpretation of FASB Statement No. 109
(FIN 48 )). FASB ASC 740-10 clarifies the accounting for uncertainty in income
taxes recognized in a company’s financial statements and prescribes the
recognition and measurement of a tax position taken or expected to be taken in a
tax return. This Interpretation also provides guidance on de-recognition,
classification, interest and penalties, accounting in interim periods,
disclosure and transition. As a result of the implementation of this
Interpretation, the company performed a review of its material tax positions in
accordance with recognition and measurement standards established by this
Interpretation. As of December 31, 2009, the company had no unrecognized tax
benefit which would affect the effective tax rate if recognized. A
reconciliation of unrecognized tax benefit is included point 5
below.





Income
taxes are computed in accordance with the Accounting Guidance “Accounting for
Income Taxes.”  A deferred tax asset or liability is recorded for all
temporary differences between financial and tax reporting and net operating loss
carry forwards.  Deferred tax expenses (benefit) result from the net change
during the period of deferred tax assets and liabilities.





Deferred
tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized.  Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of
enactment.





Loss
per Common share





Basic
losses per share are computed on the basis of the weighted average number of
common shares outstanding during each year.


45





Diluted
losses per share are computed on the basis of the weighted average number of
common shares and dilutive securities outstanding. Dilutive securities having an
anti-dilutive effect on diluted losses per share are excluded from the
calculation.





Only one
share has been issued. This share has been transferred on September 25,
2009  from Shine Media Acquisition Corp the previous shareholder to Jean
Chalopin in consideration of the sum of $10,800.





Fair
Value of Financial Instruments





Fair
Value of Financial Instruments – the company adopted the Accounting Guidance,
“Fair Value Measurements”. This Guidance defines fair value, establishes a
three-level valuation hierarchy for disclosures of fair value measurement and
enhances disclosure requirements for fair value measures. The three levels are
defined as follows:





*
            Level
      1 inputs to the valuation methodology are quoted prices (unadjusted) for
      identical assets or liabilities in active
  markets.





*
            Level
      2 inputs to the valuation methodology include quoted prices for similar
      assets and liabilities in active markets, and inputs that are observable
      for the asset or liability, either directly or indirectly, for
      substantially the full term of the financial
  instrument.





*
            Level
      3 inputs to valuation methodology are unobservable and significant to the
      fair measurement.





The
carrying amounts reported in the balance sheets for the cash and cash
equivalents, receivables and current liabilities each qualify as financial
instruments and are a reasonable estimate of fair value because of the short
period of time between the origination of such instruments and their expected
realization and their current market rate of interest. The carrying value of
account payable approximates fair value because negotiated terms and conditions
are consistent with current market rates as of December 31, 2009.





Recent Accounting
Pronouncements





In
January 2010, the FASB issued Accounting Standards Update 2010-02, Consolidation
(Topic 810): Accounting and Reporting for Decreases in Ownership of a
Subsidiary. This amendment to Topic 810 clarifies, but does not change, the
scope of current US GAAP. It clarifies the decrease in ownership provisions of
Subtopic 810-10 and removes the potential conflict between guidance in that
Subtopic and asset derecognition and gain or loss recognition guidance that may
exist in other US GAAP. An entity will be required to follow the amended
guidance beginning in the period that it first adopts FAS 160 (now included in
Subtopic 810-10). For those entities that have already adopted FAS 160, the
amendments are effective at the beginning of the first interim or annual
reporting period ending on or after December 15, 2009. The amendments should be
applied retrospectively to the first period that an entity adopted FAS 160. The
Company does not expect the provisions of ASU 2010-02 to have a material effect
on the financial position, results of operations or cash flows of the
Company.


46





In
January 2010, the FASB issued Accounting Standards Update 2010-01, Equity (Topic
505): Accounting for Distributions to Shareholders with Components of Stock and
Cash (A Consensus of the FASB Emerging Issues Task Force). This amendment to
Topic 505 clarifies the stock portion of a distribution to shareholders that
allows them to elect to receive cash or stock with a limit on the amount of cash
that will be distributed is not a stock dividend for purposes of applying Topics
505 and 260. Effective for interim and annual periods ending on or after
December 15, 2009, and would be applied on a retrospective basis. The Company
does not expect the provisions of ASU 2010-01 to have a material effect on the
financial position, results of operations or cash flows of the
Company.





In
December 2009, the FASB issued Accounting Standards Update 2009-17,
Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises
Involved with Variable Interest Entities. This Accounting Standards Update
amends the FASB Accounting Standards Codification for Statement 167. (See FAS
167 effective date below.)





In
December 2009, the FASB issued Accounting Standards Update 2009-16, Transfers
and Servicing (Topic 860): Accounting for Transfers of Financial Assets. This
Accounting Standards Update amends the FASB Accounting Standards Codification
for Statement 166. (See FAS 166 effective date below)


In
October 2009, the FASB issued Accounting Standards Update 2009-15, Accounting
for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance
or Other Financing. This Accounting Standards Update amends the FASB Accounting
Standard Codification for EITF 09-1. (See EITF 09-1 effective date
below.)





In
October 2009, the FASB issued Accounting Standards Update 2009-14, Software
(Topic 985): Certain Revenue Arrangements That Include Software Elements. This
update changed the accounting model for revenue arrangements that include both
tangible products and software elements. Effective prospectively for revenue
arrangements entered into or materially modified in fiscal years beginning on or
after June 15,2010. Early adoption is permitted. The Company does not expect the
provisions of ASU 2009-14 to have a material effect on the financial position,
results of operations or cash flows of the Company.





In
October 2009, the FASB issued Accounting Standards Update 2009-13, Revenue
Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. This update
addressed the accounting for multiple-deliverable arrangements to enable vendors
to account for products or services (deliverables) separately rather than a
combined unit and will be separated in more circumstances that under existing US
GAAP. This amendment has eliminated that residual method of allocation.
Effective prospectively for revenue arrangements entered into or materially
modified in fiscal years beginning on or after June 15, 2010. Early adoption is
permitted. The Company does not expect the provisions of ASU 2009-13 to have a
material effect on the financial position, results of operations or cash flows
of the Company.


47





In
September 2009, the FASB issued Accounting Standards Update 2009-12, Fair Value
Measurements and Disclosures (Topic 820): Investments in Certain Entities That
Calculate Net Asset Value per Share (or Its Equivalent). This update provides
amendments to Topic 820 for the fair value measurement of investments in certain
entities that calculate net asset value per share (or its equivalent). It is
effective for interim and annual periods ending after December 15,2009. Early
application is permitted in financial statements for earlier interim and annual
periods that have not been issued. The Company does not expect the provisions of
ASU 2009-12 to have a material effect on the financial position, results of
operations or cash flows of the Company.





In July
2009, the FASB ratified the consensus reached by EITF (Emerging Issues Task
Force) issued EITF No. 09-1, (ASC Topic 470) "Accounting for Own-Share Lending
Arrangements in Contemplation of Convertible





Debt
Issuance" ("EITF 09-1"). The provisions of EITF 09-1, clarifies the accounting
treatment and disclosure of share-lending arrangements that are classified as
equity in the financial statements of the share lender. An example of a
share-lending arrangement is an agreement between the Company (share lender) and
an investment bank (share borrower) which allows the investment bank to use the
loaned shares to enter into equity derivative contracts with investors. EITF
09-1 is effective for fiscal years that beginning on or after December 15,2009
and requires retrospective application for all arrangements outstanding as of
the beginning of fiscal years beginning on or after December 15,2009.
Share-lending arrangements that have been terminated as a result of counterparty
default prior to December 15, 2009, but for which the entity has not reached a
final settlement as of December 15, 2009 are within the scope. Effective for
share-lending arrangements entered into on or after the beginning of the first
reporting period that begins on or after June 15, 2009. The Company does not
expect the provisions of EITF 09-1 to have a material effect on the financial
position, results of operations or cash flows of the Company.





In June
2009, FASB issued ASC 105-10 (Prior authoritative literature:  SFAS No.
168, "The FASB Accounting
Standards Codification TM and the Hierarchy of Generally Accepted Accounting
Principles - a replacement of FASB Statement No. 162").FASB ASC 105-10
establishes the FASB Accounting Standards Codification TM (Codification) as the
source of authoritative accounting principles recognized by the FASB to be
applied by nongovernmental entities in the preparation of financial statements
in conformity with GAAP. FASB ASC 105-10 is effective for financial statements
issued for fiscal years and interim periods ending after September 15, 2009. As
such, the Company is required to adopt these provisions at the beginning of the
fiscal year ending December 31, 2009.  Adoption of FASB ASC 105-10 did not
have a material effect on the Company’s financial statements.





In June
2009, the FASB issued FASB ASC 810-10-65 (Prior authoritative literature: 
SFAS No. 167, “Amendments
to FASB Interpretation No. 46(R)”) which amends the consolidation
guidance applicable to a variable interest entity (“VIE”). This standard also
amends the guidance governing the determination of whether an enterprise is the
primary beneficiary of a VIE, and is therefore required to consolidate an
entity, by requiring a qualitative analysis rather than a quantitative analysis.
Previously, the standard required reconsideration of whether an enterprise was
the primary beneficiary of a VIE only when specific events had occurred. This
standard is effective for fiscal years beginning after November 15, 2009,
and for interim periods within those fiscal years. Early adoption is prohibited.
 Adoption of FASB ASC 810-10-65 did not have a material impact on the
Company’s financial statements.


48





In June
2009, the FASB ASC 860-10 (Prior authoritative literature: issued SFAS
No. 166, “Accounting for
Transfers of Financial Assets, an Amendment of FASB Statement
No. 140”), which eliminates the concept of a qualifying
special-purpose entity (“QSPE”), clarifies and amends the de-recognition
criteria for a transfer to be accounted for as a sale, amends and clarifies the
unit of account eligible for sale accounting and requires that a transferor
initially measure at fair value and recognize all assets obtained and
liabilities incurred as a result of a transfer of an entire financial asset or
group of financial assets accounted for as a sale. This standard is effective
for fiscal years beginning after November 15, 2009. Adoption of FASB ASC
860-10 did not have a material impact on the Company’s financial
statements.





In May
2009, FASB issued FASB ASC 855-10 (Prior authoritative literature:  SFAS
No. 165, "Subsequent
Events"). FASB ASC 855-10 establishes principles and requirements for the
reporting of events or transactions that occur after the balance sheet date, but
before financial statements are issued or are available to be issued. FASB ASC
855-10 is effective for financial statements issued for fiscal years and interim
periods ending after June 15, 2009. As such, the Company adopted these
provisions at the beginning of the interim period ended June 30,
2009.





In April
2009, the FASB issued FASB ASC 810-10-65 (Prior authoritative literature: SFAS
No. 164, “Not-for-Profit
Entities: Mergers and Acquisitions”)which governs the information that a
not-for-profit entity should provide in its financial reports about a
combination with one or more other not-for-profit entities, businesses or
nonprofit activities and sets out the principles and requirements for how a
not-for-profit entity should determine whether a combination is in fact a merger
or an acquisition. This standard is effective for mergers occurring on or after
Dec. 15, 2009 and for acquisitions where the acquisition date is on or after the
beginning of the first annual reporting period, beginning on or after Dec. 15,
2009. This standard does not apply to the Company since the Company is
considered a for-profit entity





In May
2008, the FASB issued FASB ASC 944 (Prior authoritative literature: SFAS No.
163, "Accounting for Financial
Guarantee Insurance Contracts - an interpretation of FASB Statement No. 60").
FASB ASC 944 interprets Statement 60 and amends existing accounting
pronouncements to clarify their application to the financial guarantee insurance
contracts included within the scope of that Statement.  This standard is
effective for financial statements issued for fiscal years beginning after
December 15, 2008, and all interim periods within those fiscal years.  As
such, the Company is required to adopt these provisions at the beginning of the
fiscal year ended December 31, 2009.  The Company does not believe this
standard will have any impact on the financial statements.


49


In March
2008, the FASB issued FASB ASC 815-10 (Prior authoritative literature: SFAS No.
161, “Disclosures about
Derivative Instruments and Hedging Activities”), which is effective
January 1, 2009. FASB ASC 815-10 requires enhanced disclosures about derivative
instruments and hedging activities to allow for a better understanding of their
effects on an entity’s financial position, financial performance, and cash
flows. Among other things, this standard requires disclosures of the fair values
of derivative instruments and associated gains and losses in a tabular formant.
This standard is not currently applicable to the Company since we do not have
derivative instruments or engage in hedging activity.





3.
            SHARE
      CAPITAL





Authorized





The total
authorized is 150,000,000 common shares with no par value.





Issued
and Outstanding




On March
20, 2008, one share of common stock was approved and issued to the organizer of
the company, valued at $0.0001 per share.




On
September 25, 2009, following a board resolution, this share has been
transferred to Jean Chalopin against a payment of $10,800 as contributed Capital
via assumption of debt.





Basic
and Diluted Net Loss Per Share


The
company computes net loss per share in accordance with the Accounting Guidance,
“Earnings per Share”. This Guidance requires presentation of both basic and
diluted earnings per share (“EPS”) on the face of the income statement. Basic
EPS is computed by dividing net loss available to common shareholders
(numerators) by the weighted average number of shares outstanding (denominator)
during the period. Diluted EPS gives effect to all potentially dilutive common
shares outstanding during the period using the treasury stock method and
convertible preferred stock using the if-converted method. In computing diluted
EPS, the average stock price for the period is used in determining the number of
shares assumed to be purchased from the exercise of stock options or warrants.
Diluted EPS excludes all potentially dilutive shares if their effect is
anti-dilutive. The company had no common stock equivalents outstanding at
December 31, 2009.


Year
      Ended
                    
                    
                    Year
      EndedBasic & Diluted Earning Per Share
      Computation
                    
                    December 31, 2008
                    
                    
                    December 31, 2009(Loss)
      available to common stockholders
                    
                    $
                    (16,430
                    )
                    
                    $
                    (28,622
                    )Weighted-average
      share used to compute:
                    
                    
                    1
                    
                    
                    
                    1Basic
      & Diluted loss per common share
                    
                    $
                    (16,430
                    )
                    
                    $
                    (28,622
                    )


50





4.
            RELATED
      PARTY TRANSACTIONS





Related
party transactions are in the normal course of operations, occurring on terms
and conditions that are similar to those of transactions with unrelated parties
and, therefore, are measure at the exchange amount.




The
expenses of the company aggregating $45,052 were paid by the shareholder of the
company and are recorded under “inter-company account”. Following
the transfer of share on September 25, 2009 to Jean Chalopin against a
payment of $10,800 as contributed Capital via assumption of debt, the balance
due to the shareholder of the company is $29,752 at the end of
2009.


-
            The
      amount advanced by the shareholder in 2008 is $3,430 with a balance
      of $3,430 at the end of 2008.


-
            The
      amount advanced by the shareholder in 2009 is $37,122 with a balance
      of $29,752 at the end of 2009.





The
amounts due to related party are non-interest bearing and have no specific terms
of repayment.





See Note
6 with respect to the sale on January 3, 2010, of ordinary shares to Chaldon
Ltd., a company controlled by the sole director and officer of the company, and
the acquisition of China Green Resources HK Limited from Chaldon Asia Limited, a
company controlled by the sole director and officer of the company Mr Jean
Chalopin.





5.
            INCOME
      TAXES





Currently,
under the BVI rules, there are no limits on the number of years which a company
can carry forward trading losses to offset against future profits. The company
has, as of December 31, 2009, a loss carry forward of approximately 44,500 that
can offset future income.





The
Company has adopted FASB ASC 740-10. As a result of the implementation of this
standard, the Company performed a review of its material tax positions in
accordance with recognition and measurement standards established by FASB ASC
740-10.


Deferred
taxes are provided on a liability method whereby deferred tax assets are
recognized for deductible temporary differences and operating loss and tax
credit carryforwards 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 basis.
 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 not be realized.  Deferred tax assets and
liabilities are adjusted for the effects of changes in tax laws and rates on the
date of enactment.


51





Components
of deferred tax assets as of December 31, 2008 and 2009 are as
follows:





December 31, 2008
                  
                  
                  December 31, 2009Deferred
      tax asset :Net
      operating loss carry forward
                  
                  $
                  (5,500
                  )
                  
                  $
                  (15,300
                  )Valuation
      allowance
                  
                  
                  5,500
                  
                  
                  
                  15,300Net
      deferred tax asset
                  
                  $
                  -
                  
                  
                  $
                  -





The
Components of current income tax expense as of December 31, 2008 and 2009 are as
follow:





As
      of December
                    31, 2008
                  
                  
                  As of December 31,
                    2009Current
      tax expenses
                  
                  $
                  -
                  
                  
                  $
                  -Change
      in NOL benefits
                  
                  $
                  (5,500
                  )
                  
                  $
                  (9,800
                  )Change
      in valuation allowances
                  
                  $
                  5,500
                  
                  
                  $
                  9,800Income
      tax expense
                  
                  $
                  -
                  
                  
                  $
                  -





The
Company has adopted FASB ASC 740-10 to account for income taxes. The Company
currently has no issues creating timing differences that would mandate deferred
tax expense. Net operating losses would create possible tax assets in future
years. No tax benefit has been reported in the financial statements.Due
to the uncertainty of the utilization of net operating loss carry forwards, an
evaluation allowance has been made to the extent of any tax benefit that net
operating losses may generate.  A provision for income taxes has not been
made due to net operating loss carry-forwards of $15,300 and $5,500 as of
December 31, 2009 and December 31, 2008, respectively, which may be offset
against future taxable income through 2029. No tax benefit has been reported in
the financial statements.


52





A
reconciliation of the beginning and ending amount of unrecognized tax benefits
is as follows:





As of December
                    31,2008
                  
                  
                  AsofDecember31,
                    2009Beginning
      Balance
                  
                  $
                  -
                  
                  
                  $
                  -Additions
      based on tax positions related to current year
                  
                  $
                  -
                  
                  
                  $
                  -Additions
      for tax positions of prior years
                  
                  $
                  -
                  
                  
                  $
                  -Reduction
      for tax position of prior years
                  
                  $
                  -
                  
                  
                  $
                  -Reductions
      in benefit due to income tax expense
                  
                  $
                  -
                  
                  
                  $
                  -Ending
      Balance
                  
                  $
                  -
                  
                  
                  $
                  -





The
Company did not have any tax positions for which it is reasonably possible that
the total amount of unrecognized tax benefits will significantly increase or
decrease within the next 12 months. The 2008 and 2009 Year ends (as of December
31) are open to examination by the Taxing Authorities.





6.
            SUBSEQUENT
      EVENTS





On
January 3, 2010, the company entered into investment agreements with two
accredited investors to privately place an aggregate of 6,030,000 ordinary
shares for an aggregate of $1,275,392 in proceeds, of which $60,300 has been
paid to date and the balance of $1,215,092 is due when the company completes
additional financing through the sale of additional ordinary shares in which it
raises at least $10,000,000 in gross proceeds.  The balance of the purchase
price is secured by the shares being acquired, and if the purchase price is not
fully paid, then the shares to be issued under the purchase agreement will be
cancelled and returned to the status of authorized but unissued shares. The
proceeds from the sale of these shares will be used for working capital. One of
the investors is Chaldon Ltd., a company controlled by our current sole director
and officer, Mr. Chalopin.





During
February 2010, the company entered into agreements with five individual vendors
to provide various different services, including financial information,
translation services, investor services and services to facilitate a substantial
raise of capital and implementation of the business plan of the company. 
The terms of the agreements cover service periods of six months to eleven months
during 2010, depending on the vendor and services.  The aggregate number of
shares issued to pay for the all these services was 240,000, with an agreed upon
aggregate value of $60,000.





On April
14, 2010, the company acquired for $1.00, and no other consideration, its Hong
Kong subsidiary, Green China Resources HK Limited, from Chaldon Asia Limited, a
company controlled by Mr. Chalopin. In the transaction, the company assumed no
liabilities of the Green China Resources HK Limited.


53





ITEM
19.   EXHIBITS





ExhibitNumber
                    
                    Description1.1
                    
                    Memorandum
      of Association of Registrant (incorporated by reference from Registration
      Statement No. 333-151842   - Annex B)1.2
                    
                    Articles
      of Association of Registrant (incorporated by reference from Registration
      Statement No. 333-151842   - Annex C)2.1
                    
                    Specimen
      Common Stock Certificate of Registrant (incorporated by reference from
      Registration Statement 333-151842  – Exhibit 4.1)4.1*
                    
                    Consulting
      Agreement with Scott Lumish, November 20094.2*
                    
                    Securities
      Purchase Agreement with Chaldon Ltd., dated January 3,
    2010.4.3*
                    
                    Securities
      Purchase Agreement with Dahui Limited, dated January 3,
    201011.1
                    
                    Code
      of Ethics (incorporated by reference from Registration Statement No.
      333-151842   - Annex E)12.1*
                    
                    CEO
      and CFO Certification Pursuant to Rule 13a-14(a) (17 CFR 240.13a-14(a))
      (17 CFR 240.13a-14(a)) or Rule 15d-1(a) (17 CFR
    240.15d-14(a))13.1*
                    
                    CEO
      and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002







54


SIGNATURE




The
registrant hereby certifies that it meets all of the requirements for filing on
Form 20-F and that it has duly caused and authorized the undersigned to sign
this annual report on its behalf.




Date: June
29, 2010




GREEN
      CHINA RESOURCES, INC./S/
      Jean ChalopinName:
                Jean
      ChalopinTitle:
                Chief
      Executive Officer and Chief
                  Financial
      Officer and Principal
                  Accounting
      Officer


55