UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549











FORM
20-F







(Mark
One)


o
            REGISTRATION
      STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT
      OF 1934ORx
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934 for the fiscal year ended December 31,
      2008ORo
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934 for the  transition period from ______to
    ______ORo
            SHELL
      COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934Date
      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.o 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. o 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. o 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).o Yes      o  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):




o  Large
Accelerated Filer    o   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      o  International
Financial Reporting Standards as issued by the International Accounting
Standards Board      o  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.





o  Item
17      o  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). o  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. o  Yes      o  No





Table of Contents


TABLE OF CONTENTS






PART
      IItem
      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
      5D-
                Risk Factors
                Page
      5Item
      4. Information
      on the CompanyA-
                History and Development of the Company
                Page
      10B-
                Business Overview
                Page
      10C-
                Organizational Structure
                Page
      11D-
                Property, Plants and Equipment
                Page
      11Item
      4A. Unresolved
      Staff Comments
                Page
      11Item
      5. Operating
      and Financial Review and Prospects
                Page
      11A-
                Operating Results
                Page
      12B-
                Liquidity and capital resources
                Page
      13C-
                Research and development, patents and licenses,
      etc.
                Page
      13D-
                Trend Information
                Page
      13E-
                Off-balance sheet arrangements
                Page
      13F-
                Tabular disclosure of contractual
    obligations
                Page
      13G-
                Safe harbor
                Page
      13Item
      6. Directors,
      Senior Management and Employees
                Page
      14A-
                Directors and Senior Management
                Page
      14B-
                Compensation
                Page
      14C-
                Board Practices
                Page
      14D-
                Employees
                Page
      15E-
                Share Ownership
                Page
      15Item
      7. Major
      Shareholders and Related Party Transactions
                Page
      15A-
                Major Shareholders
                Page
      15B-
                Related Party Transactions
                Page
      15C-
                Interests of Experts and Counsel
                Page
      15Item
      8. Financial
      Information
                Page
      16A-
                Consolidated Statements and Other Financial
      Information
                Page
      16B-
                Significant Changes
                Page
      16Item
      9. The
      Offer and Listing
                Page
      16A-
                Information Regarding Price History of Ordinary
      Shares
                Page
      16B-
                Plan of Distribution
                Page
      16C-
                Markets
                Page
      16D-
                Selling Shareholders
                Page
      16E-
                Dilution
                Page
      16F-
                Expenses of the Issue
                Page
      16Item
      10. Additional
      Information
                Page
      17A-
                Share Capital
                Page
      17B-
                Memorandum and Articles of Association
                Page
      17C-
                Material Contracts
                Page
      19D-
                Exchange Controls
                Page
      19E-
                Taxation
                Page
      19F-
                Dividends and Paying Asents
                Page
      19G-
                Statements of Experts
                Page
      19H-
                Documents on Display
                Page
      19I-
                Subsidiary Information
                Page
      19Item
      11. Quantitative
      And Qualitative Disclosures About Market Risk
                Page
      19Item
      12. Description
      Of Securities Other Than Equity Securities
                Page
      19  Table of Contents
  PART
      IIItem
      13. Defaults,
      Dividend Arrearages And Delinquencies
                Page
      20Item
      14. Material
      Modifications To The Rights Of Security Holders And Use Of
      Proceeds
                Page
      20Item
      15. Controls
      and Procedures
                Page
      20A-
                Disclosure Controls and Procedures
                Page
      20B-
                Management’s Annual Report on Internal Control Over Financial
      Reporting
                Page
      20C-
                Attestation Report of the Registered Public Accounting
      Firm
                Page
      20D-
                Changes in Internal Control Over Financial
      Reporting
                Page
      20Item
      16. [Reserved]
                Page
      20Item
      16A. Audit
      Committee Financial Expert
                Page
      20Item
      16B. Code
      of Ethics
                Page
      21Item
      16C. Principal
      Accountant Fees and Services
                Page
      21Item
      16D. Exemption
      From The Listing Standards For Audit Committees
                Page
      21Item
      16E. Purchases
      of Equity Securities By The Issuer And Affiliated Purchasers
                Page
      21Item
      16F. Changes
      in Registrant’s Certifying Accountant
                Page
      21Item16G.
      Corporate
      Governance
                Page
      21PART
      IIIItem
      17. Financial
      Statements
                Page
      22Item
      18. Financial
      Statements
                Page
      22Item
      19. Exhibits
                Page
      33


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 prospective portfolio investments, 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
 Table of Contents




PART
I





Item1.
            Identity
      Of Director, Senior Management and
Advisers





A
-       Directorsand Senior
Management





The sole
director and officer of the Company at December 31, 2008, was David Yu, who
maintained an address at Level 29, Central Plaza, 381 Huai Hai Zhong Road –
Shanghai 2000020 – PR China.  Mr. Chen resigned as the sole officer
and director of the Company on September 17, 2009, at which time Mr. Jean
Chalopin was appointed the sole officer and director who continues in those
capacities at the date of this filing.  Mr. Chalopin 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





Item2.
            Offer
      Statistics and Expected Timetable




Not
applicable.





Item3.
            Key
      Information


A-
            SelectedFinancial 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
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 only
incurred its organizational expenses and related corporate fees and
expenses.  These expenses have been advanced by the sole shareholder
who intends to cover any continuing expenses cost until the Company starts its
business activities.  There is no formal agreement by the sole
shareholder to extend such amounts.




The
Company was incorporated on March 20, 2008.  At that date one ordinary
share was issued at US$0.0001, 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
 Table of Contents





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, 2008Current
      Assets:
              
              $
              -Total
      Assets:
              
              $
              -Total
      Liabilities:
              
              $
              16,430Stockholders’
      Equity (Deficit) :
              
              $
              (16,430
              )Statements
      of Operations Data
              
              For
      the fiscal year ended December 31, 2008Net
      Revenue:
              
              $
              -Gross
      Profit:
              
              $
              -Operating
      Expenses:
              
              $
              16,430Net
      (Loss) :
              
              $
              (16,430
              )






B
-        Capitalizationand Indebtedness




Not
applicable.




C
-        Reasonsfor the
Offer and Use of Proceeds




Not
applicable.




D
-        RiskFactors




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 combinations with these 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.





We currently have no operating
business, no revenues from operations or any assets.  Our business
plan is to seek a merger or business combination with an operating business,
although we may consider commencing our own business as an
alternative.  We may not realize any revenue unless and until we
successfully combine with an operating business or start our own business. 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 that will increase continuously until we can
consummate a business combination with or develop a profitable business
opportunity. We cannot assure you that we can identify a suitable business
opportunity to pursue or consummate a business combination.




5
 Table of Contents





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.





The Company does not have any capital
and has relied on advances from its sole shareholder to meet its obligations
from time to time.  There is no assurance that the Company will be
able to raise any capital for it to meet its obligations, conduct its business
operations or implement its business plan to acquire or establish a
business.





There
is competition for those private companies suitable for a business combination
of the type contemplated by management.





To the extent that we pursue our
business acquisition, we are in a highly competitive market for a small number
of business opportunities which could reduce the likelihood of consummating a
successful business combination. We are and will continue to be an insignificant
participant in the business of seeking business combinations with operating
entities that desire to become public companies.  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. These competitive factors may reduce the likelihood of our
identifying and consummating a successful business acquisition.





Our
future success is highly dependent on the ability of management to locate and
attract and develop a suitable business opportunity.





The nature of our operations is highly
speculative, and there is a consequent risk of loss of your investment. The
success of our plan of operations will depend to a great extent on the
operations, financial condition and management of a suitable identified business
opportunity. While management contemplates a business combination with entities
having an established operating history, we cannot assure you that we will be
successful in locating those types of candidates. In the event we complete a
business combination, the success of our operations may be dependent upon
management of the successor firm or venture partner firm and numerous other
factors beyond our control. In addition, even if we complete a business
combination, there is no assurance that the business we acquire will generate
revenues or profits, or that the value of our ordinary shares will increase as a
result of the acquired business opportunity.





We
only intend to acquire a single business opportunity, and thus your investment
will lack diversification.





Because of our very limited financial
resources, it is unlikely that we will be able to diversify our business through
more than one acquisition or business operation.  The inability to
diversify our activities into more than one business area will subject our
investors and shareholders to economic fluctuations within a particular business
or industry and therefore increase the risks associated with the
investment.





We
have no existing agreement for a business combination or other
transaction.





We have no arrangement, agreement or
understanding with respect to engaging in a business combination with an
operating business or developing our own business idea. No assurances can be
given that we will successfully identify and evaluate suitable business
opportunities or that we will conclude a business combination. Management has
not identified any particular industry or specific business within an industry
for evaluation. We cannot guarantee that we will be able to negotiate a business
combination on favorable terms or start an entirely new business, and there is
consequently a significant risk that funds allocated to the purchase of our
shares will not be invested in a company with active business operations.
Further, management will attempt to structure any such business combination so
as not to require shareholder approval.





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 a
suitable business for acquisition or development.





While seeking a business combination or
business opportunity, management anticipates devoting 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 combination or commence
a business opportunity. To supplement our search 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 company to become a public reporting
company may preclude us from entering into a merger or acquisition with the most
attractive private companies.





Target companies and business 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.




6
 Table of Contents





The
Company may be subject to further government regulation 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 we engage in business combinations which
result 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.





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





If we enter into a business combination
with a company, we will be subject to risks inherent in business operations of
the country in which it operates. These risks include, for example, currency
fluctuations, repatriation of profit limitations, restrictive regulatory
regimes, regulatory limits on ownership and 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 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, and in other respects.  One or more
of these 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.  In connection
with a future business combination, we may have to undertake a reverse or
forward split of our shares, 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 the business combination or
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.





In connection with any business
acquisition or business development, we intend to seek to have our ordinary
shares quoted on the OTC BB prior to completion of the business
combination.  However, we will not be able to obtain quotation for our
ordinary shares on the OTC BB 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) 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 we will be able to find a
market maker willing to make a market in our stock and, even if we are able to
find a market maker, we can give no assurance that FINRA will approve the OTC BB
quotation of our stock in a timely manner.  In the event we are unable
to obtain an OTC BB quotation prior to the business combination, the value of
your investment may be reduced since certain attractive target operating
businesses may only consider a combination with an OTC BB quoted
company.





Even if our ordinary shares are
approved for quotation on the OTC BB, 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.




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.




7
 Table of Contents




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.





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 holder does not have any registration
rights, however registration rights may be granted in connection with a business
combination or acquisition. 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 recently
disclosed that it 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.





We
have never paid dividends on our ordinary shares.





We have never paid dividends on our
ordinary shares and do not intend to pay any dividends in the foreseeable
future.  We anticipate that any funds available for payment of
dividends will be re-invested into the Company to further its business
strategy.





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 our
acquisition to result in tax-free treatment for the companies or their
shareholders, which could deter third parties from entering into certain
business combinations with us or result in being taxed on consideration received
in a transaction. We intend to structure any business combination so as to
maximize the tax benefits to both us and the target business and its owners;
however, we cannot guarantee that the business combination will meet applicable
statutory requirements of a tax-free reorganization or that the parties will
obtain the intended tax-free treatment upon a transfer of stock or assets. A
non-qualifying reorganization could result in the imposition of taxes that may
have an adverse effect on both parties to the transaction and make the
transaction more expensive, if such expense is acceptable and the transaction
completed.





The
Company anticipates issuing more shares in a business acquisition, 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. Any business acquisition effected by us may result in the
issuance of additional securities without shareholder approval and may result in
substantial dilution in the percentage of our shares held by our then existing
shareholders. Moreover, the stock issued in any such business combination
transaction 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 additional shares are issued
in connection with a business combination or otherwise, dilution to the equity
interest of our shareholders in our Company will occur.  To the extent
that any preference shares are issued, the rights of the holders of ordinary
shares may be materially adversely affected.




8
 Table of Contents




The
Company has conducted no market research or identification of business
opportunities, which may affect our ability to identify a business to merge with
or acquire.





The
Company has not conducted market research concerning prospective business
opportunities, nor have others made the results of such market research
available to the Company. Therefore, we cannot give any assurance that market
demand will exist for a merger or acquisition as contemplated by us. Our
management has not identified any specific business combination or other
transactions for formal evaluation by us, such that it may be expected that any
such target business or transaction will present such a level of risk that
conventional private or public offerings of securities or conventional bank
financing will not be available. There is no assurance that we will be able to
acquire a business opportunity on terms favorable to us. Decisions as to which
business opportunity to participate in will be unilaterally made by our
management, which may act without the consent, vote or approval of our
shareholders.





Because
we may seek to complete a business combination 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.





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.





9
 Table of Contents




Item4.
            Information
      on the Company




A-
            Historyand 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 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.





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-
            BusinessOverview





Objective





We
currently have no operations, but we are seeking to acquire an ongoing business
or establish our own business through our own efforts or in combination with an
existing business. Our principal business objective is to achieve long-term
growth potential through a combination with or creation of an operating business
rather than immediate, short-term earnings.  We will not restrict our
potential target companies or businesses to any specific business, industry or
geographical location and, thus, may acquire any type of business. No assurance
can be given that we will ever complete any business combination or
establishment of a new business.





To date,
we have made no effort to identify a possible business
opportunity.  As a result, we have not conducted negotiations or
entered into a letter of intent or other agreement concerning any target
business. The analysis of new business opportunities will be undertaken by or
under the supervision of Jean Chalopin, our sole officer and
director.





Under SEC
Rule 12b-2 under the Securities Act of 1933, as amended (the “Securities Act”),
we qualify as a “shell company,” because we have no or nominal assets (other
than cash) and no or nominal operations.  We intend to comply with the
periodic reporting requirements of the Exchange Act for so long as we are
subject to those requirements.





We have
unrestricted flexibility in seeking, analyzing and participating in potential
business opportunities, whether by acquisition, combination or establishment. In
our efforts to analyze potential business opportunities, 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(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. Due to our limited capital available for
investigation, we may not discover or adequately evaluate adverse facts about
the opportunity to be acquired.




10
 Table of Contents




Form of Potential Business
Combination





The
manner in which we participate in an opportunity will depend upon the nature of
the business, the respective needs and desires of the Company and the promoters
of the opportunity, and the relative negotiating strength of the Company and
such promoters.





It is
likely that the Company will acquire its participation in a business opportunity
through the issuance of stock or other securities of the Company. Although the
terms of any transaction cannot be predicted, it should be noted that in certain
circumstances the criteria for determining whether or not an acquisition is a
so-called "tax free" reorganization will be determinative of the ability to
conclude the transaction.





The
present shareholders of the Company likely will not have control of a majority
of the voting securities of the Company following an acquisition transaction. As
part of such 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 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.





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-
            OrganizationalStructure





The
Company does not currently have any parent or subsidiary companies or other
affiliates through partnership, joint venture or agreement.





D-
            Property, Plants and
Equipment





None





Item
4A.  UnresolvedStaff Comments





None





Item 5.
            Operatingand Financial Review and
  Prospects




The
Company has not engaged in any business activities to date. The Company only has
incurred legal expenses for its incorporation and amendment to the Memorandum
and Articles of Association and other organizational expenses.




11
 Table of Contents




A-
            OperatingResults




The net
loss of US$16,430 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$2,200
      of government fees,




-
            US$9,000
      of lawyer fees,




-
            US$1,230
      of registered agent fees, and




-
            US$4,000
      of auditing fees.




Plan of
Operations




The Company’s current business
strategy and plan of operation is to investigate and, if such investigation
warrants, acquire a target operating company or business seeking the perceived
advantages of being a publicly held corporation. Our principal business
objective is to achieve long-term growth potential through a combination with a
business or establish our own business rather than immediate, short-term
earnings. The Company will not restrict our potential candidate target companies
or businesses to any specific business, industry or geographical location and,
thus, may acquire any type of business.





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 money in our treasury or with additional amounts, as necessary, to be
loaned to or invested in us by our stockholders, management or other
investors.





During
the next 12 months we anticipate incurring costs related to the filing of
Exchange Act reports, and investigating and potentially consummating a business
combination or commencing our own business development.




We believe we will be able to meet
these costs through use of funds in our treasury and additional amounts to be
loaned by or invested in us by our stockholders, management or other investors.
Currently, however, 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 find a suitable target
operating company and enter into a possible business combination with such
operating company. Management’s plan includes obtaining additional funds by
equity financing prior to or in connection with a business combination and/or
related party advances; however, there is no assurance of additional funding
being available.




The
Company may consider an operating business which has recently commenced
operations, is a developing company in need of additional funds for expansion
into new products or markets, is seeking to develop a new product or service, or
is an established business which may be experiencing financial or operating
difficulties and is in need of additional capital. In the alternative, a
business combination may involve the acquisition of, or merger with, a company
which does not need substantial additional capital, but which desires to
establish a public trading market for its shares, while avoiding, among other
things, the time delays, significant expense, and loss of voting control which
may occur in a public offering.




Our sole
officer and director has not had any preliminary contact or discussions with any
representative of any other entity regarding a business combination with us. Any
target business that is selected may be a financially unstable company or an
entity in its early stages of development or growth, including entities without
established records of sales or earnings. In that event, we will be subject to
numerous risks inherent in the business and operations of financially unstable
and early stage or potential emerging growth companies. In addition, we may
effect a business combination with an entity in an industry characterized by a
high level of risk, and, although our management will endeavor to evaluate the
risks inherent in a particular target business, there can be no assurance that
we will properly ascertain or assess all significant risks.




Our
management anticipates that it will likely be able to effect only one business
combination or a business plan for a single operation, due primarily to our
limited financing and the dilution of interest for present and prospective
stockholders, which is likely to occur as a result of our management’s plan to
offer a controlling interest to a target business. This lack of diversification
should be considered a substantial risk in investing in us, because it will not
permit us to offset potential losses from one venture against gains from
another.




The
Company anticipates that the selection of a business for acquisition or
development will be complex and extremely risky. Because of general economic
conditions, rapid technological advances being made in some industries and
shortages of available capital, our management believes that there are numerous
firms seeking even the limited additional capital which we will have and/or the
perceived benefits of becoming a publicly traded corporation. Such perceived
benefits of becoming a publicly traded corporation include, among other things,
facilitating or improving the terms on which additional equity financing may be
obtained, providing liquidity for the principals of and investors in a business,
creating a means for providing incentive stock options or similar benefits to
key employees, and offering greater flexibility in structuring acquisitions,
joint ventures and the like through the issuance of stock. Potentially available
business combinations 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.





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.




12
 Table of Contents




Going
Concern





We
currently have no source of operating revenue, and have only limited working
capital with which to pursue our business plan, which contemplates the
completion of a business acquisition or combination with an operating company or
establishment of our own business.  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, 2008.





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.





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-
            Liquidityand capital
resources





The
Company has no working capital.  Because the activities of the Company
are minimal, all funds required to pay for general and administrative expenses
are advanced, from time to time, by the sole shareholder. Currently there is no
bank account open. It’s the intention of the Company to open a bank account as
soon as the activities start.





In 2008 a
total of $3,430 was advanced by the shareholder, at the end of 2008 a total of
$13,000 was needed to pay the outstanding obligations of the Company. The funds
to make these payments were advanced by the shareholder in 2009.




The
Company intends to seek new capital to finance its financial requirements to
satisfy its reporting requirements under the United States securities laws, to
pay to maintain its corporate status in the BVI, and to fund the search and
conclusion of a business acquisition, combination or
establishment.  It is the intention of management to seek this
additional capital through the sale of equity securities or borrow the funds
from private investors through notes or convertible securities, at a time when
its business plans are more established.  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.  Such 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 to 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.





Until
such time as the Company is able to sell its equity securities or borrow funds
on terms that it deems acceptable to it, the sole stockholder has indicated that
it will continue to  advance all the funds needed to maintain the
minimal activities of the Company.  There is no agreement or
enforceable commitment to the Company from the sole stockholder to fund the
activities of the Company, therefore there can be no assurance given that the
Company will be able to meet its commitments, maintain its corporate status and
public reporting or implement its business plan.




C-
            Researchand development, patents and licenses,
      etc.




None




D-
            TrendInformation




Not
applicable.




E-
            Off-balancesheet
arrangements




Not
applicable.




F-
            Tabulardisclosure of contractual
  obligations




None




G-
            Safeharbor




Not
applicable.





13
 Table of Contents





Item6.
            Directors,
      Senior Management and Employees




A-
            Directorsand Senior
Management




From
inception until September 17, 2009, when he resigned, Mr. David Yu was the sole
director and officer of the Company.  He was 41 years old at his
resignation and had a business address at Level 29, Central Plaza, 381 Huai Hai
Zhong Road, Shanghai 2000020, PR China.





David Y
Chen is currently a Director at Huashan Capital, an investment advisory firm for
resources and special situations.  He has been Chief Executive Officer and
President of Shine Media Acquisition Corp. since 2006. Since November 2004,
Mr. Chen has been the Chief Executive Officer of Fintel Group, a financial
services and investment company in China. Since June 2006, Mr. Chen has been the
Chairman of Sancon Resources Recovery Inc, an industrial waste management
company, which is publicly traded in the United States on the OTC Bulletin
Board. From June 2002 to June 2004, Mr. Chen served as the Chief Executive
Officer of The Hartcourt Companies Inc., which is publicly traded in the United
States on the OTC Bulletin Board. From November 2000 to November 2001, Mr. Chen
was the Chief Executive Officer of V2 Technology Inc., an Internet software
company in China. From July 1999 to November 2000, he was the Managing Director
of Greater China for HelloAsia  Inc., a venture capital-funded
Internet company in Asia.  From October 1995 to July 1999, Mr. Chen was the
Marketing Manager at Turner International, then Marketing Director for CNN Asia
Pacific and later the advertising director for Greater China at Turner
Broadcasting International Inc. Mr. Chen holds a Bachelor of Economics from
Monash University of Australia.





On
September 17, 2009, Mr. Jean Chalopin became the sole director and officer of
the Company.  He is 59 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 35 years, Mr. Chalopin has produced
and written 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 has been involved in the creation and development of the Movie Plus
Group and serves as the Chief Representative of the Beijing office of its
subsidiary, Castle Hero Picture Ltd (HK). Movie Plus Group develops, produces
and distributes feature films and television programs catering to children and
family programming that is focused on China, where it has partnered with the
China Film Group, the state-owned film conglomerate. Since October 2000, he has
been the President of Story Plus Group, an online children’s book publishing and
writers club. From December 1989 to December 2000, Mr. Chalopin was the
President of Jean Chalopin Consultants, a company that produced, distributed and
packaged television films and series. 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.





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.




C-
            BoardPractices





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.




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.




14
 Table of Contents




D-
            Employees




None




E-
            ShareOwnership




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, Mr. Chalopin since his acquisition and the date of this
report owns 100% of the issued and outstanding voting equity of the
Company.


Name
              
              Number
      of Shares
              
              
              Percentage
      of Shares Outstanding (1)Officers
      and DirectorsJean
      Chalopin (2)
              
              
              1
              
              
              
              100
              %




(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.




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.





Item7.
            Major
      Shareholders and Related Party
Transactions




A-
            MajorShareholders




Refer to
Item 6.E.





B-
            Related Party
Transactions




All the
costs of this year paid prior December 31, 2008, for a total of $3,430, were
paid by the then sole shareholder of the Company and are accounted in an “inter
company account” due to the shareholder.




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.





C-
            Interestsof Experts and
Counsel




Not
applicable.





15
 Table of Contents




Item 8.
            FinancialInformation




A-
            ConsolidatedStatements and Other Financial
      Information




Financial
Statements




The
following financial statements of the Company have been included in Item 18, as
audited by an independent auditor and accompanied by an audit report, as of
December 31, 2008:




·
            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 and does not intend to pay any dividends in
the near future.




B-
            SignificantChanges




There has
been no significant change in the financial statements of the Company since the
December 31, 2008.




Item9.      
      The Offer and
      Listing





A-  InformationRegarding 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-  Planof Distribution
  Not
Applicable
  C-  Markets
  The
ordinary shares are not traded on any trading medium or stock
exchange.
  D-  SellingShareholders
  Not
Applicable
  E-  Dilution
  Not
Applicable
  F-  Expensesof the
Issue
  Not
Applicable




16
 Table of Contents




Item10.    Additional
Information




A-
            ShareCapital




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.




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-
            Memorandumand 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.





Company’s
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;





(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.




17
 Table of Contents




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.




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.




18
 Table of Contents




C-
            MaterialContracts




Not
Applicable.




D-
            ExchangeControls




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
–       Dividendsand Paying
Asents




Not
Applicable




G
-        Statementsof
Experts




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




H
-        Documentson
Display




The Memorandum and Articles of
Association are filed with the Securities and Exchange Commission as exhibits to
Registration Statement No. 333-I 51842.  These documents are in the
English language.




I.
-        SubsidiaryInformation




Not
Applicable.





Item11.
            Quantitative
      And Qualitative Disclosures About Market
Risk




Not
applicable





Item12.
            Description
      Of Securities Other Than Equity
Securities




Not
applicable.




19
 Table of Contents




PART
II





Item13.
            Defaults,
      Dividend Arrearages And
Delinquencies




Not
Applicable.





Item14.
            Material
      Modifications To The Rights Of Security Holders And Use
      OfProceeds




Not
applicable.





Item15.
            Controls
      and Procedures




A-
            DisclosureControls and
      Procedures




The disclosure of the controls and
procedures for 2008 is not required as the company commenced operations during
the 2008 fiscal year, and there is no prior period reported upon.




This annual report does not include a
report of management’s assessment regarding internal control over financial
reporting or an attestation report of the Company’s registered public accounting
firm due to the transition period established by rules and regulations of the
Securities and Exchange Commission for newly public companies.




B-
            Management’sAnnual Report on Internal Control Over Financial
      Reporting




See above, subpart (a).




C-
            AttestationReport of the Registered Public Accounting
      Firm




See above, subpart (a).




D-
            Changesin Internal Control Over Financial
      Reporting




See above, subpart (a).





Item16.
            [Reserved]





Item16A.
            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.





20
 Table of Contents




Item16B.
            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.





Item16C.
            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 are $4,000.




Audit-Related
Fees




None




Tax
Fees




None,
except government franchise fees for the incorporation of the Company for a
total of $2,200.




All
Other Fees




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





Item16D.
            Exemption
      From The Listing Standards For Audit
Committees




Not
applicable.





Item16E.
            Purchases
      of Equity Securities By The Issuer And Affiliated
    Purchasers




Not
applicable.





Item16F.
            Changes in Registrant’s
      Certifying Accountant





Not
applicable.





Item16G.    Corporate Governance





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




21
 Table of Contents




PART
III





Item17.
            Financial
      Statements





Please
refer to Item 18


Item18.
              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 ;




·
            Related
      notes to the Financial Statements




The Company was initially incorporated
in March 2008, consequentially there are no financial statements for the 2007
fiscal year.




22
 Table of Contents








Green
China Resources Inc.





(A
Development Stage Company)


Financial
Statements


(Expressed
in US dollars)


December
31, 2008






-
              Report of Independent Registered Public Accounting
      Firm
              Page
      24-
              Balance Sheet
              Page
      25-
              Statements of Operation
              Page
      26-
              Statements of Stockholders’ Equity
              Page
      27-
              Statements of Cash Flows
              Page
      28-
              Notes to the Financial Statements
              Page
      29
 23
 Table of Contents




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








___________________________________________________________________________









REPORTOF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To The
Board of Directors and Shareholders


Green
China Resources, Inc.


British
Virgin Islands





We have
audited the accompanying balance sheet of Green China Resources, Inc.(a
development stage company) as of December 31, 2008, and the related statement of
operations, stockholders’ equity, and cash flows for the year then
ended.  These financial statements are the responsibility of the
Company’s management.  Our responsibility is to express an opinion on
these financial statements based on our audit.





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





In our
opinion, 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, 2008, and the results of its
operations and its cash flows for the year then ended in conformity with
accounting principles generally accepted in the United States of
America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 1 to the
financial statements, the Company has a working capital deficit, has incurred
losses from operations since inception, and has not generated any revenues, all
of which raise substantial doubt about its ability to continue as a going
concern.  Management’s plans in regard to these matters are also
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, LLC


Bountiful,
Utah


December
19, 2009





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









24
 Table of Contents







GreenChina Resources Inc.(A
      Development Stage Company)Balance
      SheetDecember
      31,2008ASSETSCURRENT
      ASSETSCash
      and Cash Equivalents
                
                $
                -Total
      Current Assets
                
                
                -TOTAL
      ASSETS
                
                $
                -LIABILITIES AND STOCKHOLDERS'
      DEFICITCURRENT
      LIABILITIESAccount
      Payables and Accrued Liabilities
                
                $
                13,000Related
      Party Payables
                
                
                3,430Total
      Current Liabilities
                
                
                16,430Total
      Liabilities
                
                
                16,430STOCKHOLDERS'
      DEFICITCommon
      Stock, 150,000,000 Shares Authorized with no Par Value,
                
                
                -1
      Share Issued and OutstandingAdditional
      Paid in Capital
                
                
                -Deficit
      Accumulated During the Development Stage
                
                
                (16,430
                )Total
      Stockholders' Deficit
                
                
                (16,430
                )TOTAL
      LIABILITIES AND STOCKHOLDERS'DEFICIT
                
                $
                -The
      accompanying notes are an integral part of these financial
      statements






25
 Table of Contents






GreenChina Resources Inc.(A
      Development Stage Company)Statements
      of OperationsFor
      the period
                
                
                Cumulative
      AmountsFrom
      Beginning of
                
                
                From
      Beginning ofDevelopment
      Stage
                
                
                Development
      Stage(March
      20, 2008) to
                
                
                (March
      20, 2008) toDecember
      31, 2008
                
                
                December
      31, 2008REVENUES
                
                $
                -
                
                
                $
                -OPERATING
      EXPENSESProfessional
      Fees
                
                
                14,230
                
                
                
                14,230G
      & A Expenses
                
                
                2,200
                
                
                
                2,200Total
      Operating Expenses
                
                
                16,430
                
                
                
                16,430LOSS
      FROM OPERATION BEFOREINCOME
      TAX
                
                
                (16,430
                )
                
                
                (16,430
                )Provision
      for Income Taxes
                
                
                -
                
                
                
                -NET
      LOSS
                
                $
                (16,430
                )
                
                $
                (16,430
                )NET
      LOSS PER SHARE-BASIC AND DILUTED
                
                $
                (16,430
                )WEIGHTED
      AVERAGE NUMBER OF COMMONSHARES
      OUTSTANDING - BASIC AND DILUTED
                
                
                1


The
accompanying notes are an integral part of these financial
statements






26
 Table of Contents




GreenChina Resources Inc.(A
      Development Stage Company)Statements
      of Stockholders' DeficitMarch
      20, 2008 (Inception) through December 31, 2008DeficitAccumulatedAdditional
              
              
              during
              
              
              TotalCommon
      Stock
              
              Paid-in
              
              
              Development
              
              
              Shareholder'sShares
              
              
              Amount
              
              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
              )




The
accompanying notes are an integral part of these financial
statements












27
 Table of Contents




GreenChina Resources Inc.
 (A
Development Stage Company)
 Statements
of Cash Flows


For
      the Period
                
                
                Cumulative
      AmountsFrom
      Beginning of
                
                
                From
      Beginning ofDevelopment
      Stage
                
                
                Development
      Stage(March
      20, 2008) to
                
                
                (March
      20, 2008) toDecember
      31, 2008
                
                
                December
      31, 2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      Loss
                
                $
                (16,430
                )
                
                $
                (16,430
                )Adjustments
      to Reconcile Net Loss to Net Cash Usedby
      Operating Activities:Changes
      in Assets and Liabilities:Due
      to Related Party
                
                
                3,430
                
                
                
                3,430Accounts
      Payable
                
                
                13,000
                
                
                
                13,000Net
      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
                
                
                -
                
                
                
                -EQUIVALENTSCASH
      AND CASH EQUIVALENTS AT
                
                
                -
                
                
                
                -BEGINNING
      OF PERIODCASH
      AND CASH EQUIVALENTS AT ENDOF
      PERIOD
                
                $
                -
                
                
                $
                -SUPPLEMENTAL
      DISCLOSURESCash
      Paid for:Interest
                
                $
                -
                
                
                $
                -Income
      Taxes
                
                $
                -
                
                
                $
                -




The
accompanying notes are an integral part of these financial
statements




28
 Table of Contents






GREENCHINA RESOURCES


Notes
to the financial Statements


December
31, 2008


(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 legal expenses for the incorporation of the Company and
amendment to the Memorandum and Articles of Association.





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 $16,430 at December 31, 2008 and has incurred losses
of $16,430 for the year ended December 31, 2008, and further significant losses
are expected to be incurred in its development stage. The Company will depend
almost exclusively on the advance that the sole shareholder will do to cover the
costs up to the start of the activity and on the possibility of outside capital
through the issuance of common shares, and advances or loans from related
parties to finance ongoing operating losses. 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.





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 Interpretation,
“Accounting for Uncertainty in Income Taxes” - an Interpretation of the
Accounting Guidance, “Accounting for Income Taxes”. This Interpretation is
intended to clarify 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, 2008, the Company had no unrecognized tax benefit which would
affect the effective tax rate if recognized.





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.




29
 Table of Contents




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.





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. The Company has no common stock equivalents outstanding
at December 31, 2008.





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, 2008.





Recent Accounting
Pronouncements





In March
2008, the FASB issued the Accounting Guidance, “ Disclosures about Derivative
Instruments and Hedging Activities – an Amendment of  the Accounting
Guidance “ Accounting for Derivative Instruments and Hedging Activities”, which
enhanced understanding of an entity’s use of derivative instruments, how they
are accounted for prior Accounting Guidance and their effect on the entity’s
financial position, financial performance and cash flows. The provisions of this
new Accounting Guidance are effective for the period beginning after November
15, 2008. The Company is currently reviewing the effect, if any, that the
adoption of this statement will have on the Company’s financial
statements.


On May 8,
2008, the Financial Accounting Standards Board (FASB) issued the Accounting
Guidance, “The Hierarchy of Generally Accepted Accounting Principles,” which
will provide framework for selecting accounting principles to be used in
preparing financial statements that are presented in conformity with U.S.
generally accepted accounting principles (GAAP) for nongovernmental entities.
With the issuance of this new Accounting Guidance, the GAAP hierarchy for
nongovernmental entities will move from auditing literature to accounting
literature. The adoption of this new Accounting Guidance did not have an impact
on the Company’s financial statements.





The FASB
has issued the Accounting Guidance, “Accounting for Financial Guarantee
Insurance Contracts.” This new Accounting Guidance clarifies how the Accounting
Guidance, “Accounting and Reporting by Insurance Enterprises,” applies to
financial guarantee insurance contracts issued by insurance enterprises, and
addresses the recognition and measurement of premium revenue and claim
liabilities. It requires expanded disclosures about contracts, and recognition
of claim liability prior to an event of default when there is evidence that
credit deterioration has occurred in an insured financial obligation. It also
requires disclosure about (a) the risk-management activities used by an
insurance enterprise to evaluate credit deterioration in its insured financial
obligations, and (b) the insurance enterprise's surveillance or watch list. The
adoption of this new Accounting Guidance did not have an impact on the Company’s
financial statements.





In May
2009, the FASB issued the Accounting Guidance,” Subsequent Events”, which is
intended to establish general standards of accounting for and disclosure of
events that occur after the balance sheet date but before the financial
statements are issued or are available to be issued. This Accounting Guidance
requires the disclosure of the date through which an entity has evaluated
subsequent events and the basis for that date – that is, whether that date
represents the date the financial statements were issued or were available to be
issued. The disclosure is intended to alert all users of financial statements
that an entity has not evaluated subsequent events after the date in the set of
financial statements being presented. This Accounting Guidance is effective for
interim and annual periods ending after June 15, 2009, or the Company’s fiscal
quarter beginning July 1, 2009. The Company does not believe that the
implementation of this Accounting Guidance will have a material impact on its
financial statements.




30
 Table of Contents




In June
2009, the FASB issued the Accounting Guidance, “Accounting for Transfers of
Financial Assets- an Amendment to the prior Accounting Guidance, “Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities
“, which will require more information about transfers of financial assets,
including securitization transactions, and where companies have continuing
exposure to the risks related to transferred financial assets. This new
Accounting Guidance eliminates the concept of a “qualifying special purpose
entity,” changes the requirements for derecognizing financial assets, and
requires additional disclosures. This new Accounting Guidance is effective at
the start of a company’s first fiscal year beginning after November 15, 2009, or
the Company’s fiscal year beginning January 1, 2010. The Company is currently
unable to determine what impact the future application of this new Accounting
Guidance may have on its financial statements.




In June
2009, the Financial Accounting Standards Board (“FASB”) issued the Accounting
Guidance “ Amendments to FASB Interpretation “ Consolidation of Variable
Interest Entities”, which changes how a company determines when an entity that
is insufficiently capitalized or is not controlled through voting (or similar
rights) should be consolidated. The determination of whether a company is
required to consolidate an entity is based on, among other things, an entity’s
purpose and design and a company’s ability to direct the activities of the
entity that is  most significantly impacts the entity’s economic
performance. This new Accounting Guidance is effective at the start of a
company’s first fiscal year beginning after November 15, 2009, or the Company’s
fiscal year beginning January 1, 2010. The Company is currently unable to
determine what impact the future application of this new Accounting Guidance may
have on its financial statements.




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.





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





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 sole
shareholder of the Company advanced the Company the total of $3,430 as of
December 31, 2008 for the set up expense. The amounts due to related party are
non-interest bearing and have no specific terms of repayment.





5.  INCOME
TAXES





The
Company has adopted the Accounting Guidance, which requires the recognition of
deferred tax liabilities and assets for the expected future tax consequences of
events that have been included in the financial statements or tax
returns.  Under this method, deferred tax liabilities and assets are
determined based on the difference between financial statements and tax bases of
assets and liabilities using enacted tax rates in effect for the year in which
the differences are expected to reverse.  Temporary differences
between taxable income reported for financial reporting purposes and income tax
purposes are insignificant.




31
 Table of Contents





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, 2008, a loss carry forward of approximately 16,000 that
can offset future income.





Components
of deferred tax assets as of December 31, 2008 is as follows:








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








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





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





The
Company will follow the tax system for the BVI corporations. The Company has not
yet started its activity but it’s its intention to have its business and
operation outside the BVI. According to its current situation, the income tax
provision is not applicable to U.S. taxation.




6.  SUBSEQUENT
EVENT





There has
been no significant event in the Company since the December 31, 2008, other
than:




-
            The
      change of the Director as of September 17, 2009, the
      new   Director being Jean
  Chalopin.




-
            The
      transfer of the share from Shine Acquisition Corp to Jean Chalopin as of
      September 25, 2009






32
 Table of Contents








ITEM19.
            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)11.1
            
            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





___________________________


* Filed
with this annual report on Form 20-F








33
 Table of Contents





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: February
2, 2010


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














34