UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


FORM
10-K








ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF


THE
SECURITIES EXCHANGE ACT OF 1934





For the
fiscal year ended June 30, 2008


Commission
File Number 000-51503





Scrap
China Corporation


(Exact
Name of registrant as specified in its charter)





Utah
            81 -
      0674073(State
      or other jurisdiction of Incorporation or organization)
            (I.R.S.  Employer
      Identification No.)











175
      East 400 South Suite 900, Salt Lake City, Utah
            84111
            801-531-0404(Address
      of principal executive offices)
            (Zip
      Code)
            (Registrant's
      telephone number)





www.scrapchina.com


(Web
Address)





(Copies
      to:)Steve
      Taylor, 175 East 400 South, Suite 900 Salt Lake City, Utah,
      84111         801
      578-3283





Securities
registered pursuant to Section 12(g) of the Exchange Act:  Common
Stock, no par value





Check
whether the issuer (1) has filed all reports required to be filed by Section 13
or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.      Yes  [X]    No  [
]





Check if
there is no disclosure of delinquent filers pursuant to Item 405 of Regulation
S-B contained in this form, and no disclosure will be contained, to the best of
registrant's knowledge, in definitive proxy or any amendment to this Form
10-K.  (x)





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes [ x ]    No [ ]





State
issuer's revenues for its most recent fiscal year: $ 0.00





State the
aggregate market value of the voting stock held by non-affiliates computed by
reference to the price at which the stock was sold, or the average bid and asked
price of such stock, as of a specified date within the past 60 days. No Market
Exists





State the
number of shares outstanding of the issuer’s classes of common equity, as of the
latest practicable date:  September 24, 2008 – 7,710,843











SCRAP CHINA CORPORATION


INDEX





Table
of Contents





Part
      OneItem
      1:
            Description of Business
            2Item
      2:
            Description of Property
            4Item
      3:
            Legal Proceedings
            4Item
      4:
            Submission of Matters to a Vote of Security
      Holders
            4Part
      TwoItem
      5:
            Market for Common Equity and Related Stockholder Matters and
      Small Business Issuer Purchases of Equity Securities
            5Item
      6:
            Managements Discussion and Analysis or Plan of
      Operation
            6Item
      7:
            Financial Statements
            7Item
      8:
            Changes In and Disagreements with Accountants on Accounting and
      Financial Disclosure
            8Item
      8A:
            Controls and Procedures
            8Item
      8B:
            Other Information
            8Part
      ThreeItem
      9:
            Directors and Executive Officers, Promoters and Control
      Persons: Compliance with Section 16(a) of the Exchange
    Act
            9Item
      10:
            Executive Compensation
            10Item
      11.
            Security Ownership of Certain Beneficial Owners and Management
      and Related Stockholder  Matters
            11Item
      12:
            Certain Relationships and Related Transactions and Director
      Independence
            11Item
      13:
            Exhibits
            12Item
      14:
            Principal Accountant Fees and Services
            13





1




FORWARD
LOOKING STATEMENTS





Scrap
China Corporation (the "Company", "we" or "us") cautions readers that certain
important factors may affect our actual results and could cause such results to
differ materially from any forward-looking statements that may have been made in
this Form 10-K or that are otherwise made by or on behalf of us. For this
purpose, any statements contained in the Form 10-K that are not statements of
historical fact may be deemed to be forward-looking statements.





Without
limiting the generality of the foregoing, words such as "may," "expect,"
"believe," "anticipate," "intend," "could," "estimate," "plan" or “continue" or
the negative other variations thereof or comparable terminology are intended to
identify forward-looking statements. Factors that may affect our results
include, but are not limited to, our limited history of non-profitability, our
dependence on a limited number of customers and key personnel, the need for
additional financing and our dependence on certain industries. We are also
subject to other risks detailed herein or detailed from time to time in our
filings with the Securities and Exchange Commission.





PART
ONE





Item 1:  Description of Business





Company
History





In the
year 2000, RecycleNet Corporation recognized the need for specific geographic
web portals within its business and it established an online presence to
correspond with each continent.  The management of RecycleNet
Corporation believed that the growing potential for business in Asia demanded
separate attention and therefore, implemented a strategy to establish a
Secondary Commodity Clearinghouse service in China.





On June
15, 2005, Scrap China Corporation (“the Company”) was organized under the laws
of the State of Utah as a wholly owned subsidiary of RecycleNet
Corporation.  The Company is a development stage enterprise and is in
the process of raising capital to fund operations.  As such, the
Company has, since inception, spent most of its efforts in developing its
business plan and in raising capital to fund its operations. The Company has
relied upon cash flows from equity issuances and advances from RecycleNet
Corporation to sustain operations.





The Company plans to specialize in
importing scrap materials into China.  These materials include, but
are not limited to, scrap metal, waste paper, scrap plastic, scrap glass,
etc.  The Company’s main focus will be on freight consolidation
resulting in better economics in the transactions.





On
November 30, 2005 RecycleNet Corporation announced the spin-off of Scrap China
Corporation effective January 20, 2006.  The spin-off was in the form
of a pro-rata share dividend to RecycleNet Corporation common
shareholders.  On January 20, 2006, the common shareholders of record
of RecycleNet Corporation received one share of Scrap China Corporation for
every ten shares of RecycleNet Corporation.   The remaining
undistributed share balance of 2,289,157 was returned to the Scrap China
Corporation treasury at no cost from RecycleNet
Corporation.   The balance of issued and outstanding shares of
Scrap China Corporation as of June 30, 2008 was 7,710,843.




Return to Table of Contents
 2





RecycleNet
Corporation trades publicly as OTC:  GARM and is a "Reporting Company"
under the Securities Exchange Act of 1934.





The
Company is continuing to mature its business plan and is proceeding to raise
capital in order to execute the proof of concept phase for the company’s
operations. The Company has had no revenues from any source to
date.





Business Condition—
The Company has limited operating history and has not yet been able to develop
and execute its business plan.  This situation raises substantial
doubt about its ability to continue as a going concern. The Company plans to
fund its operations by issuing equity securities or loans from related parties.
Success in these efforts is not assured.  The financial statements do
not include any adjustments relating to the recoverability and classification of
asset carrying amounts or the amount and classification of liabilities that
might result should the Company be unable to continue as a going
concern





Bankruptcy
or Receivership or Similar Proceedings





None





Outline
of Business Plan





Scrap
China Corporation is a development stage company.  The Company plans
to specialize in importing scrap materials into China.  These
materials include, but are not limited to, scrap metal, waste paper, scrap
plastic, scrap glass, etc. The Company’s main focus will be on freight
consolidation resulting in better economics in the transactions.





The
Company is continuing to mature its business plan and is proceeding to raise
capital in order to execute the proof of concept phase for the companies
operations.





Effect
of Government Regulations





The
Company is unaware of any existing or probable government regulations in the
United States or China that would have any material negative impact on our
business.





The
Company has assessed which permits, registrations or licenses are required to
import goods into China and the costs associated with them.  There are
a number of permits, registrations and licenses that may be required by either
the Company, or by any buyer or seller that the Company deals with, in order to
be in compliance with any Chinese rules, regulations and environmental
laws.  The Company does not anticipate any difficulties in completing
this process or any difficulties in obtaining any necessary documentation that
may be required.





To date
the Company has determined that the following permits, registrations or licenses
may be required in China:





1.
            General
      Administration for Quality Supervision, Inspection and
      Quarantine  - AQSIQ


2.
            Compulsory
      Certificate – CCC




Return to Table of Contents
 3





Employees





Scrap
China Corporation currently has no employees.





Competition





The
management of Scrap China Corporation is unaware of any direct competition in
the Secondary Commodity Clearinghouse market.  This service will
assist buyers and sellers of scrap or waste materials to exchange
goods.  These materials include, but are not limited to, scrap metal,
scrap paper, scrap plastic, scrap glass, etc.   Management has
identified hundreds of consumers and traders of scrap materials in China that
they believe to be potential customers.  The Company does not
anticipate having any one principal supplier or buyer that they would be
dependent on.





Reports
to Security Holders





The
Company is a "reporting company" under the Securities Exchange Act of 1934 and
is required to file annual, quarterly and periodic reports with the Securities
and Exchange Commission, such as Forms 10-K, 10-Q, and 8-K. The reports are
available at the Commission's Public Reference Room at 450 Fifth Street, NW,
Washington, DC 20549, telephone 1-800-SEC-0330 and may be retrieved
electronically via the Internet at www.sec.gov.





The
Company intends to prepare and deliver to its security holders an annual report
each year, which will include audited financial statements.





Item 2:  Description of Property





Facilities





Currently,
the company does not own, lease or occupy its own facilities.  All
operations are conducted from the offices occupied by RecycleNet Corporation,
the former parent company of Scrap China Corporation.





Item 3:  Legal Proceedings





Neither
the Company, nor any of its officers, directors, or greater than 10% beneficial
shareholders, are involved in any litigation or legal proceedings involving the
business of the Company.





Item 4: Submission of Matters to a Vote of Security
Holders





The
annual meeting for the year ended June 30, 2007 for Scrap China Corporation was
held on June 20, 2008.  The following matters were submitted to a vote
of the Company's security holders and all items were passed:




Return to Table of Contents
 4





Item
A:  Election of Directors


The three
persons elected as directors of the Company are as follows:






Election ofDirectors
            For
            Against
            WithheldPaul
Roszel
            69,260,867
            293Richard
      Ivanovick
            6,261,160Keith Deck
            6,261,160




Item
B: Appointment of Independent Public Accountants


The Board
of Directors has appointed HANSEN, BARNETT & MAXWELL, P.C. certified public
accountants, Salt Lake City, Utah, to be the independent public accountants for
the Company during the coming year and until the next annual shareholders
meeting of the Company.  Hansen, Barnett & Maxwell, P.C. has
served as the Company’s public accountants since inception and the Board is
requesting that the shareholders ratify that appointment.


The
number of common shares voted was; for 6,261,160, against 0, withheld
0





PART
TWO





Item 5: Market
for Registrant’s Common Equity, Related Stockholder Matters, and Issuer
Purchases of Equity Securities.





As of
June 30, 2008, the number of holders of record of the Company's common shares
was 706.  The Company has not declared or paid any cash
dividends.  It is not anticipated that any cash dividends will be
declared or paid in the near future. There are no contractual or other
restrictions that limit the ability of the Company to pay dividends on its
common shares and none are anticipated in the future.





Description
of Securities





The
Company has authorized 250,000,000 common shares. There are no provisions in the
Articles of Incorporation of the Company that would delay, defer, or prevent a
change in control of the Company. The Company has no debt securities
issued.





Recent
Sales of Unregistered Securities





On
November 30, 2005 RecycleNet Corporation, announced the spin-off of Scrap China
Corporation, a wholly owned subsidiary.  The spin-off was in the form
of a pro-rata share dividend to RecycleNet Corporation common
shareholders.  On January 20, 2006, the common shareholders of record
of RecycleNet Corporation received one share of Scrap China Corporation for
every ten shares of RecycleNet Corporation.   The remaining
undistributed share balance of 2,289,157 was returned to the Scrap China
Corporation treasury at no cost from RecycleNet
Corporation.   The balance of issued and outstanding shares of
Scrap China Corporation as of June 30, 2008 is 7,710,843.





The
Company has made no other offers or sales and none are intended at the present
time.




Return to Table of Contents
 5





Item 6:  Managements Discussion and Analysis or Plan of
Operation





The following discussion of the
financial condition and results of operations of the Company should be read in
conjunction with the financial statements and notes related thereto, included
elsewhere in this report.





Plan
of Operation





Scrap
China Corporation is a development stage company.  The Company plans
to specialize in importing scrap materials into China.  These
materials include, but are not limited to, scrap metal, waste paper, scrap
plastic, scrap glass, etc.  The Company’s main focus will be on
freight consolidation resulting in better economics in the
transactions.





The
Company is continuing to mature its business plan and is proceeding to raise
capital in order to execute the proof of concept phase for the companies
operations.





The
Company does not anticipate the purchase of any significant equipment or
buildings during the development stage.





The
Company does not expect any significant change in employees.





Off-Balance
Sheet Arrangements





None





Results
of Operations





In
January 2006, Scrap China Corporation was spun off from RecycleNet
Corporation.  To date the Company has had no sales.





2008
            2007Sales
      Revenues
            $    
       0.00
            $ 
          0.00Operating
      Expenses
            $(23,528)
            $(43,428)





Operating
Expenses decreased in 2008 over 2007 by $19,900. Office and administrative costs
were reduced by $15,701, advertising by $1,800 and travel by
$4,507.





Offsetting
these savings, increased expense was recorded in professional fees by
$2,250.




2008
            2007Net
      Income (Loss)
            $(23,528)
            $(43,428)




As
discussed above, Scrap China is still in the developmental stage and has no
sales, therefore all costs attributed to development of the Company attribute to
the losses recorded.





From
inception to the present, RecycleNet Corporation has provided all funding to the
Company.  The funds provided were used toward establishing a base of
operations in China.  As of June 30, 2008 and 2007, the Company had a
$150,735 and $129,743 payable to RecycleNet Corporation,
respectively.  During the years ended June 30, 2008 and 2007,
RecycleNet Corporation paid certain expenses for travel, management and legal
and accounting expenses on behalf of Scrap China Corporation. The Company
anticipates that RecycleNet Corporation, if required, will provide additional
funds, however, there is no assurance that future advances will be
made.  Terms for repayment have not been established and the advances
are due on demand and bear no interest.




Return to Table of Contents
 6





Item 7:  Financial Statements





Scrap
China Corporation


(A
Development Stage Enterprise)


INDEX
TO FINANCIAL STATEMENTS





TABLE
OF CONTENTS








PageReport of Independent Registered Public Accounting
      Firm
            F-1Balance Sheets – June 30, 2007 and 2008
            F-2Statements of Operations for the Years Ended June 30, 2007 and
      2008 and for the Period from June 15, 2005 (Date of Inception) through
      June 30, 2008
            F-2Statements of Stockholders’ Deficit for the Period from June
      15, 2005 (Date of Inception) through June 30, 2006 and for the Years Ended
      June 30, 2007 and 2008
            F-3Statements of Cash Flows for the Years Ended June 30, 2007 and
      2008 and for the Period from June 15, 2005 (Date of Inception) through
      June 30, 2008
            F-4Notes to Financial Statements
            F-5







Return to Table of Contents
 7





HANSEN, BARNETT& MAXWELL,
      P.C.A
      Professional Corporation
              
              Registered
      with the Public CompanyCERTIFIED
      PUBLIC ACCOUNTANTS
              
              Accounting
      Oversight Board5
      Triad Center, Suite 750Salt
      Lake City, UT 84180-1128Phone:
      (801) 532-2200
                Fax:
      (801) 532-7944www.hbmcpas.com
              
              A
      Member of the Forum of Firms


REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the
Board of Directors and Stockholders


Scrap
China Corporation





We have
audited the balance sheets of Scrap China Corporation (a development stage
enterprise) as of June 30, 2008 and 2007 and the related statements of
operations, stockholders’ deficit and cash flows for the years ended June 30,
2008 and 2007 and for the period from June 15, 2005 (date of inception) through
June 30, 2008. These financial statements are the responsibility of the
Company’s management. Our responsibility is to express an opinion on these
financial statements based on our audits.





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





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Scrap China Corporation as of June
30, 2008 and 2007 and the results of its operations and its cash flows for the
years ended June 30, 2008 and 2007 and for the period from June 15, 2005 (date
of inception) through June 30, 2008, in conformity with accounting principles
generally accepted in the United States of America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company’s lack of operating history raises substantial doubt
about its ability to continue as a going concern. Management’s plans regarding
those matters are also described in Note 2. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.








/s/ Hansen, Barnett
      and Maxwell, P.C.______HANSEN,
      BARNETT & MAXWELL, P.C.





Salt Lake
City, Utah


September
19, 2008








Return to Table of Contents
 F-1





SCRAP CHINA CORPORATION


(A
Development Stage Enterprise)


BALANCE
SHEETS




June
      30,
              
              
              June
      30,2008
              
              
              2007ASSETSCurrent
      AssetsCash
              
              $
              363
              
              
              $
              399Total
      Assets
              
              $
              363
              
              
              $
              399LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      LiabilitiesAccrued
      liabilities
              
              $
              8,250
              
              
              $
              5,750Payable
      to related party
              
              
              150,735
              
              
              
              129,743Total
      Current Liabilities
              
              
              158,985
              
              
              
              135,493Stockholders'
      DeficitCommon
      shares - par value $0.001 per share; 250,000,000 shares
      authorized;
                  7,710,843 shares issued and outstanding,
      respectively
              
              
              7,711
              
              
              
              7,711Additional
      paid-in capital
              
              
              2,289
              
              
              
              2,289Deficit
      accumulated during development stage
              
              
              (168,622
              )
              
              
              (145,094
              )Total
      Stockholders' Deficit
              
              
              (158,622
              )
              
              
              (135,094
              )Total
      Liabilities and Stockholders' Deficit
              
              $
              363
              
              
              $
              399





SCRAP CHINA CORPORATION


(A
Development Stage Enterprise)


STATEMENTS
OF OPERATIONS




For
      the Period fromFor
      the Years Ended
            
            
            June
      15, 2005 (Date ofJune
      30,
            
            
            Inception)
      through2008
            
            
            2007
            
            
            June
      30, 2008Sales
            
            $
            -
            
            
            $
            -
            
            
            $
            -Operating
      ExpensesSelling, general andadministrative expenses
            
            
            23,528
            
            
            
            43,428
            
            
            
            168,622Total
      Operating Expenses
            
            
            (23,528
            )
            
            
            (43,428
            )
            
            
            (168,622
            )Net
      Loss
            
            $
            (23,528
            )
            
            $
            (43,428
            )
            
            $
            (168,622
            )Basic
      and Diluted Net Loss per Share
            
            $
            -
            
            
            $
            (0.01
            )Weighted-Average
      CommonShares
      Outstanding
            
            
            7,710,843
            
            
            
            7,710,843






Return to Table of Contents
 F-2





SCRAP CHINA CORPORATION


(A
Development Stage Enterprise)


STATEMENTS
OF STOCKHOLDERS’ DEFICIT




Additional
              
              
              
              
              
              TotalCommon
      Shares
              
              
              Paid-in
              
              
              Accumulated
              
              
              Stockholders'Shares
              
              
              Amount
              
              
              Capital
              
              
              Deficit
              
              
              Equity
      (Deficit)Issuance
      of Common Shares to RecycleNetCorporation - June 15, 2005; $0.001 per share
              
              
              10,000,000
              
              
              $
              10,000
              
              
              $
              -
              
              
              $
              -
              
              
              $
              10,000Return
      of Shares from Spin-off of Corporation -February 15, 2006; no cost
              
              
              (2,289,157
              )
              
              
              (2,289
              )
              
              
              2,289
              
              
              
              -
              
              
              
              -Net
      loss for the period ended June 30, 2006
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (101,666
              )
              
              
              (101,666
              )Balance
      - June 30, 2006
              
              
              7,710,843
              
              
              
              7,711
              
              
              
              2,289
              
              
              
              (101,666
              )
              
              
              (91,666
              )Net
      loss for the year ended June 30, 2007
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (43,428
              )
              
              
              (43,428
              )Balance
      - June 30, 2007
              
              
              7,710,843
              
              
              
              7,711
              
              
              
              2,289
              
              
              
              (145,094
              )
              
              
              (135,094
              )Net
      loss for the year ended June 30, 2008
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (23,528
              )
              
              
              (23,528
              )Balance
      - June 30, 2008
              
              
              7,710,843
              
              
              $
              7,711
              
              
              $
              2,289
              
              
              $
              (168,622
              )
              
              $
              (158,622
              )






Return to Table of Contents
 F-3





SCRAP CHINA CORPORATION


(A
Development Stage Enterprise)


STATEMENTS
OF CASH FLOWS




For
      the Period fromFor
      the Years Ended
            
            
            June
      15, 2005 (Date ofJune
      30,
            
            
            
            
            
            Inception)
      through2008
            
            
            2007
            
            
            June
      30, 2008Cash
      Flows from Operating Activities:Net
      loss
            
            $
            (23,528
            )
            
            $
            (43,428
            )
            
            $
            (168,622
            )Changes
      in assets and liabilities:Accrued liabilities
            
            
            2,500
            
            
            
            750
            
            
            
            8,250Payable to related party
            
            
            20,992
            
            
            
            42,627
            
            
            
            150,735Net Cash Used in Operating Activities
            
            
            (36
            )
            
            
            (51
            )
            
            
            (9,637
            )Cash
      Flows from Investing Activities:
            
            
            -
            
            
            
            -
            
            
            
            -Cash
      Flows from Financing Activities:Proceeds
      from sale of common stock
            
            
            -
            
            
            
            -
            
            
            
            10,000Net Cash Provided by Financing Activities
            
            
            -
            
            
            
            -
            
            
            
            10,000Net
      Change in Cash
            
            
            (36
            )
            
            
            (51
            )
            
            
            363Cash
      at Beginning of Period
            
            
            399
            
            
            
            450
            
            
            
            -Cash
      at End of Period
            
            $
            363
            
            
            $
            399
            
            
            $
            363






Return to Table of Contents
 F-4




SCRAP CHINA CORPORATION


(A
Development Stage Enterprise)


NOTES
TO FINANCIAL STATEMENTS





Note
1 – Nature of Business





Organization
and Nature of Operations— On June
15, 2005, Scrap China Corporation (“the Company”) was organized under the laws
of the State of Utah.  The Company is considered a development stage
enterprise and is in the process of raising capital to fund
operations.  As such, the Company has, since inception, spent most of
its efforts in developing its business plan and in raising capital to fund its
operations. The Company has relied upon cash flows from equity issuances and
advances from RecycleNet Corporation to sustain operations.





The
Company plans to specialize in importing scrap materials into
China.  These materials include, but are not limited to, scrap metal,
waste paper, scrap plastic, scrap glass, etc.  The Company’s main
focus will be on freight consolidation resulting in better economics in the
transactions.





On
November 30, 2005 RecycleNet Corporation, of which Scrap China Corporation was a
wholly owned subsidiary, announced the spin-off of Scrap China Corporation
effective January 20, 2006.  The spin-off was in the form of a
pro-rata share dividend to RecycleNet Corporation common
shareholders.  On January 20, 2006, the common shareholders of record
of RecycleNet Corporation received one share of Scrap China Corporation for
every ten shares of RecycleNet Corporation.   The remaining
undistributed share balance of 2,289,157 shares was returned to the Scrap China
Corporation treasury at no cost from RecycleNet Corporation.





The
Company is continuing to mature its business plan and is proceeding to raise
capital in order to execute the proof of concept phase for the company’s
operations.





Note
2 – Summary of Significant Accounting Policies





Use
of Estimates—The preparation of
financial statements in conformity with accounting principles generally accepted
in the United States of America requires management to make estimates and
assumptions that affect certain reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.





Fair
Value of Financial Instruments — The carrying amounts reported in the
accompanying financial statements for current assets and current liabilities
approximate fair values because of the immediate or short-term maturities of
these financial instruments.





Business
Condition—
The Company is a development stage enterprise with minimal operating
history.  It has not yet been able to develop and execute its business
plan.  This situation raises substantial doubt about its ability to
continue as a going concern. The Company plans to fund its operations by issuing
equity securities or loans from related parties. Success in these efforts is not
assured.  The financial statements do not include any adjustments
relating to the recoverability and classification of asset carrying amounts or
the amount and classification of liabilities that might result should the
Company be unable to continue as a going concern.




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 F-5





Income
Taxes — The Company recognizes an asset or liability for the deferred tax
consequences of all temporary differences between the tax basis of assets or
liabilities and their reported amounts in the financial statements that will
result in taxable or deductible amounts in future years when the reported
amounts of the asset or liabilities are recovered or
settled.  Deferred tax assets or liabilities are measured using the
enacted tax rates that will be in effect when the differences are expected to
reverse.  Deferred tax assets are reviewed periodically for
recoverability and valuation allowances are provided as necessary.





Net
Loss Per Share—
Basic and diluted loss per common share is computed on the basis of the
weighted-average number of common shares outstanding during the
period.  There were no potentially issuable common stock equivalents
outstanding at June 30, 2008 or 2007.





Recent Accounting
Pronouncements - In September 2006, the Financial Accounting Standards
Board (FASB) issued SFAS No. 157, Fair Value Measurements,
which defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles and expands disclosures about fair
value measurements. SFAS No. 157 is effective for fiscal years beginning
after November 15, 2007, and interim periods within those fiscal years. In
February 2008, the FASB issued FASB Staff Position (FSP FIN) No. 157-2 which
extended the effective date for certain nonfinancial assets and nonfinancial
liabilities to fiscal years beginning after November 15, 2008.  The
Company does not expect the adoption of SFAS No. 157 to have a material
impact on its financial statements.





In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities. SFAS No. 159 permits companies to
choose to measure many financial instruments and certain other items at fair
value. SFAS No. 159 is effective for financial statements issued for fiscal
years beginning after November 15, 2007. The Company does not expect the
adoption of SFAS No. 159 to have a material impact on its financial
statements.





In
December 2007, the FASB issued SFAS No. 141(R), Business Combinations, and
SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements. SFAS No. 141(R) requires an
acquirer to measure the identifiable assets acquired, the liabilities assumed
and any non-controlling interest in the acquiree at their fair values on the
acquisition date, with goodwill being the excess value over the net identifiable
assets acquired. SFAS No. 160 clarifies that a non-controlling interest in
a subsidiary should be reported as equity in the consolidated financial
statements, consolidated net income shall be adjusted to include the net income
attributed to the non-controlling interest and consolidated comprehensive income
shall be adjusted to include the comprehensive income attributed to the
non-controlling interest. The calculation of earnings per share will continue to
be based on income amounts attributable to the parent. SFAS
No. 141(R) and SFAS No. 160 are effective for financial
statements issued for fiscal years beginning after December 15, 2008. Early
adoption is prohibited. The Company has not yet determined the effect on its
financial statements, if any, upon adoption of SFAS No. 141(R) or SFAS
No. 160.




Return to Table of Contents
 F-6





In March
2008, the FASB issued SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities.  SFAS No. 161 is intended
to improve financial reporting about derivative instruments and hedging
activities by requiring enhanced disclosures to enable investors to better
understand their effects on an entity's financial position, financial
performance, and cash flows. SFAS No. 161 is effective for financial statements
issued for fiscal years and interim periods beginning after November 15, 2008,
with early application encouraged.  The Company does not expect the
adoption of SFAS No. 161 to have a material impact on its financial
statements.





In May
20008, the FASB issued FASB Staff Position (FSP) No. APB 14-1, Accounting for Convertible Debt
Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash
Settlement).  FSB No. APB 14.1 Clarifies that convertible debt
instruments that may be settled in cash upon conversion (including partial cash
settlement) are not addressed by paragraph 12 of APB Opinion No. 14, Accounting for Convertible Debt and
Debt Issued with Stock Purchase Warrants,and specifies that issuers of
such instruments should separately account for the liability and equity
components in a manner that will reflect the entity's nonconvertible debt
borrowing rate when interest cost is recognized in subsequent periods. Effective
for financial statements issued for fiscal years beginning after December 15,
2008, and interim periods within those fiscal years. The Company has not yet
determined the effect on its financial statements, if any, upon adoption of FSP
No. APB 14-1.





Note
3 – Stockholders’ Equity





The
Company is authorized to issue 250,000,000 common shares. The board of directors
is authorized to designate one or more series within the class of common shares
and to designate relative preferences, limitations and rights.





In June
2005, the Company issued 10,000,000 shares of common stock to RecycleNet
Corporation for cash proceeds of $10,000 or $0.001 per share, making the Company
a wholly owned subsidiary of RecycleNet Corporation.





On
November 30, 2005 RecycleNet Corporation announced the spin-off of Scrap China
Corporation effective January 20, 2006.  The spin-off was in the form
of a pro-rata share dividend to RecycleNet Corporation
shareholders.  On January 20, 2006, the shareholders of record
of


RecycleNet
Corporation received one share of Scrap China Corporation for every ten shares
of RecycleNet Corporation.   The remaining undistributed share
balance of 2,289,157 was returned to the Scrap China Corporation treasury at no
cost from RecycleNet Corporation.




Return to Table of Contents
 F-7





Note
4 – Related Party Transactions





As of
June 30, 2008 and 2007, the Company had a $150,735 and $129,743 payable to a
related party, respectively.  During the years ended June 30, 2008 and
2007, RecycleNet Corporation paid certain expenses for travel, management and
legal and accounting expenses on behalf of Scrap China Corporation. The Company
anticipates that RecycleNet Corporation, if required, would provide additional
funds, however, there is no assurance that future advances will be
made.  Terms for repayment have not been established and the advances
are due on demand and bear no interest.





Note
5 –Income
Taxes





The
components of the net deferred tax asset as of June 30, 2008 and 2007, are as
follows:




As
      of June 30,
              
              2008
              
              
              2007Operating
      loss carryforwards
              
              $
              62,896
              
              
              $
              54,120Valuation
      allowance
              
              
              (62,896
              )
              
              
              (54,120
              )Net
      Deferred Tax Asset
              
              $
              -
              
              
              $
              -







As of
June 30, 2008, the Company had net operating loss carry forwards of $168,622
that begin to expire in 2026.  The following is a reconciliation of
the amount of benefit that would result from applying the federal statutory rate
to pretax loss with the provision for income taxes for the fiscal years ended
June 30, 2008 and 2007:




For
      the Years Ended June 30,
                
                2008
                
                
                2007Tax
      at statutory rate (34%)
                
                $
                (8,000
                )
                
                $
                (14,765
                )Change
      in valuation allowance
                
                
                8,776
                
                
                
                16,199State
      tax benefit, net of federal tax effect
                
                
                (776
                )
                
                
                (1,434
                )Provision
      for Income Taxes
                
                $
                -
                
                
                $
                -


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 F-8




Item 8. Changes in and Disagreements with Accountants





None.





Item 8A.   Controls and Procedures





Evaluation
of Disclosure Controls:We evaluated the
effectiveness of the design and operation of our “disclosure controls and
procedures” as defined in Rule 13a-15(e) under the Securities Exchange Act of
1934, as amended (the “Exchange Act”) as of the end of the period covered by
this report. This evaluation (the “disclosure controls evaluation”) was done
under the supervision and with the participation of management, including our
chief executive officer (“CEO”) and chief financial officer (“CFO”). Rules
adopted by the SEC require that in this section of our Annual Report on Form
10-K we present the conclusions of the CEO and the CFO about the effectiveness
of our disclosure controls and procedures as of the end of the period covered by
this report based on the disclosure controls evaluation.





Objective
of Controls: Our disclosure controls and procedures are designed so that
information required to be disclosed in our reports filed or submitted under the
Exchange Act, such as this Annual Report on Form 10-K, is recorded, processed,
summarized and reported within the time periods specified in the SEC’s rules and
forms. Our disclosure controls and procedures are also intended to ensure that
such information is accumulated and communicated to our management, including
the CEO and CFO, as appropriate to allow timely decisions regarding required
disclosure. There are inherent limitations to the effectiveness of any system of
disclosure controls and procedures, including the possibility of human error and
the circumvention or overriding of the controls and procedures. Accordingly,
even effective disclosure controls and procedures can only provide reasonable
assurance of achieving their control objectives, and management necessarily is
required to use its judgment in evaluating the cost-benefit relationship of
possible disclosure controls and procedures





Conclusion:
Based upon the disclosure controls evaluation, our CEO and CFO have concluded
that as of the end of the period covered by this report, our disclosure controls
and procedures were effective to provide reasonable assurance that the foregoing
objectives are achieved.


Changes
in Internal Control over Financial Reporting: There were no changes in
our internal control over financial reporting during the quarter ended June 30,
2008 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.








Item 8B:  Other Information





None





Return to Table of Contents
 8





PART
THREE





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





Directors
and Officers of the Company




Name
            Age
            Position
            Term
      of OfficePaul
      Roszel
            51
            Chairman
      of the Board,
            Inception
      toPresident,
      Director
            PresentRichard
      R. Ivanovick C.A.
            67
            Chief
      Financial Officer,
            Inception
      toDirector
            PresentKeith
      A. Deck
            71
            Director
            Inception
      toPresent





For the
past five years Mr. Roszel has been responsible for the ongoing development and
promotion of the former parent company, RecycleNet Corporation.  Mr.
Roszel is the founding director, Chairman of the Board and President, of
RecycleNet Corporation.  Mr. Roszel has over 26 years of hands on
experience in the recycling industry. He has been actively involved in the
development and implementation of collection, processing, transportation and
sales/marketing programs for secondary commodities.





Over the
past five years, Mr. Ivanovick, as Chief Financial Officer and a Director of
RecycleNet Corporation, a position he has held since 1999, has been directly
responsible for the preparation of financial reporting, documents and
compliance under the Sarbanes Oxley Act of 2002 and the Securities Exchange Act
of 1934.   Mr. Ivanovick, is a registered Chartered
Accountant.  He has also been President of Marsh Tire Service Ltd.
since 1977, a company involved in automobile service, sales and leasing in the
Guelph, Ontario Canada area.





For the
past five years Keith A. Deck, has been a Director of RecycleNet
Corporation.  Mr. Deck is a retired executive with experience in the
Automotive and Electrical Manufacturing areas of business. From 1989 to 1999 Mr.
Deck was the General Manager of the Rocktell and Autocom plant operations of
Linamar Corporation in Guelph, Ontario Canada. Limamar Corporation is a publicly
traded company on the Toronto Stock Exchange in Canada.





Indemnification
of Directors and Officers





Section
16-10a-901 through 909 of the Utah Revised Business Corporation Act authorizes a
corporation's board of directors or a court to award indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred, including counsel fees) arising under the
Securities Act of 1933. A director of a corporation may only be indemnified if:
(1) the conduct was in good faith; and (2) the director reasonably believed that
the conduct was in or not opposed to the corporation's best interest; and (3) in
the case of any criminal proceeding, the director had no reasonable cause to
believe the conduct was unlawful. A corporation may not indemnify a person under
the Utah Act unless and until the corporation's board of directors has
determined that the applicable standard of conduct set forth above has been
met.




Return to Table of Contents
 9





The
Company's Articles of Incorporation do not provide for any additional or
different indemnification procedures other than those provided by the Utah Act,
nor has the Company entered into any indemnity agreements with its current
directors and officers regarding the granting of other or additional or
contractual assurances regarding the scope of the indemnification allowed by the
Utah Act. At present, there is no pending litigation or proceeding involving a
director, officer or employee of the Company regarding which indemnification is
sought, nor is the Company aware of any threatened litigation that may result in
claims of indemnification. The Company has not obtained director's and officer's
liability insurance, although the board of directors of the Company may
determine to investigate and, possibly, acquire such insurance in the
future.




Involvement
in Certain Legal Proceedings


None





Audit Committee


The
Company is a development stage enterprise and currently does not have an audit
committee or an independent audit committee financial expert.





Code
of Ethics


The
Company is a development stage enterprise and has not yet adopted a written code
of ethics.





Item 10:  Executive Compensation





The
following table shows compensation earned during the period from June 15, 2005
(date of inception) through June 30, 2008 by the Officers and Directors of the
Company.   No other miscellaneous compensation was paid or stock options
granted during this period.




Name
      & Principal Positions
              Fiscal
      Year
              SalaryPaul
      Roszel, President & Chairman
              2008
              -2007
              -2006
              -Richard
      R. Ivanovick, CFO
              2008
              -2007
              -2006
              -Keith
      A. Deck, Director
              2008
              -2007
              -2006
              -


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 10





Item 11:  Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters





At this
time there is no public trading market.





The
following tables sets forth, as of the date herein, the share ownership of each
person known by the Company to be the beneficial owner of 5% or more of the
Company's shares, each officer and director individually and all directors and
officers of the Company as a group.




Title
            Name
      & Address
            
            Amount&
      Nature
            
            
            Percentof
      Class
            of
      Beneficial Owner
            
            of
      Beneficial
            
            
            of
      ClassOwnershipCommon
            Inter-Continental
            
            
            3,858,785
            
            
            
            50.04
            %Recycling,
      Inc. (Note 1)7
      Darren PlaceGuelph,
      Ontario CanadaCommon
            Paul
      Roszel (Note 2)
            
            
            266,812
            
            
            
            3.46
            %7
      Darren PlaceGuelph,
      Ontario CanadaCommon
            Richard
      R. Ivanovick
            
            
            410,562
            
            
            
            5.32
            %23
      Cottontail PlaceCambridge,
      Ontario CanadaCommon
            Keith
      A. Deck
            
            
            81,200
            
            
            
            1.05
            %46
      Sherwood Dr.Guelph,
      Ontario CanadaNote
      (1) Inter-Continental Recycling Inc. is owned and beneficially held by Mr.
      Paul Roszel, a director of the Company, and his immediate
      family.Note
      (2) Mr. Roszel owns and beneficially holds 266,812 shares. In
      addition, he may be deemed to be a beneficial owner of the 3,858,785
      common shares held by Inter-Continental Recycling, Inc.





Item 12:  Certain Relationships and Related
transactions





All
Directors of Scrap China Corporation are Directors in the former parent company,
RecycleNet Corporation. RecycleNet Corporation trades publicly as
OTC:  GARM and is a "Reporting Company" under the Securities Exchange
Act of 1934 and files annual, quarterly and periodic reports with the Securities
and Exchange Commission, such as Forms 10-K, 10-Q, and 8-K. The reports are
available at the Commission's Public Reference Room at 450 Fifth Street, NW,
Washington, DC 20549, telephone 1-800-SEC-0330 and may be retrieved
electronically via the Internet at www.sec.gov.





The
company has an agreement with RecycleNet Corporation to provide various services
for the Company.





As at
June 30, 2008, the Company had a $150,735 payable to RecycleNet
Corporation.  This resulted from expenses incurred for travel,
management and legal and accounting expenses paid on behalf of Scrap China
Corporation.  Additional funds, if required, will be provided by
RecycleNet Corporation and will be treated as a payable to a related
party.  These advances are due on demand and bear no
interest.





Inter-Continental
Recycling Inc. owns 3,858,785 common shares of Scrap China
Corporation.  Inter-Continental Recycling, Inc. is controlled 100% by
Mr. Paul Roszel, a director of the company and his immediate
family.




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 11





Promoters
of the Company





The
promoter of the Company is Mr. Paul Roszel. Mr. Roszel is the founding Director
and CEO of RecycleNet Corporation, the former parent company of Scrap China
Corporation.





DESCRIPTION
OF SECURITIES





The
Company has authorized 250,000,000 common shares, of which 7,710,843 common
shares were issued and outstanding at June 30, 2008.





Cumulative
voting for the election of directors is not provided for in the Company's
amended Articles of Incorporation, which means that the holders of a majority of
the shares voted can elect all of the directors then standing for election. The
voting shares are not entitled to preemptive rights and are not subject to
conversion or redemption. Upon a liquidation, dissolution or winding-up of the
Company, the assets legally available for distribution to stockholders are
distributable equally among the holders of the shares after payment of claims of
creditors. Each outstanding share is, and all shares that may be issued in the
future, will be fully paid and non-assessable.





There are
no provisions in the amended Articles of Incorporation of the Company that would
delay, defer, or prevent a change in control of the Company. The Company has no
debt securities issued and the Company does not contemplate issuing any in the
near future.





Item 13:  Index to Exhibits




Exhibit
3.1 - Articles of Incorporation(1)




Exhibit
20 - Resolution of Board of directors re Acquisition of Shares(1)




Exhibit
31.1 - Certification of the Chief Executive
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002




Exhibit
31.2 - Certification of the Chief Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley Act  of
2002




Exhibit
32.1 - Certification of Chief Executive Officer
pursuant to U.S.C Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002




Exhibit
32.2 - Certification of Chief Financial Officer
pursuant to U.S.C Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002


_____________________


(1)Incorporated
by reference herein filed as exhibits to the Company’s Registration Statement on
Form 10SB previously filed with the SEC on August 18, 2005 and subsequent
amendments thereto.




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 12





Item 14:  Principal Accountant Fees and
Services





Hansen,
Barnett & Maxwell served as the Company’s Independent Registered Public
Accounting Firm for the years ended June 30, 2008 and 2007 and for the period
from June 15, 2005 (date of inception) through June 30, 2005, and is expected to
serve in that capacity for the current year. Principal accounting fees for
professional services rendered for the Company by Hansen, Barnett & Maxwell
for the years ended June 30, 2008 and 2007 are summarized as
follows:





2008
            
            
            2007Audit
            
            $
            13,334
            
            
            $
            12,750Audit
      related
            
            
            –
            
            
            
            –Tax
            
            
            1,141
            
            
            
            126All
      other
            
            
            –
            
            
            
            –Total
            
            $
            14,475
            
            
            $
            12,876





Audit
Fees.Audit fees were
for professional services rendered in connection with the Company’s annual
financial statement audits and quarterly reviews of financial statements and
review of and preparation of consents for registration statements for filing
with the Securities and Exchange Commission.





Tax
Fees.  Tax fees related to services for tax compliance and
consulting.





Audit
Committee.  The Company is a development stage enterprise and
currently does not have an audit committee or an independent audit committee
financial expert.








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 13




SIGNATURES








Pursuant
to the requirements of the Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.








Scrap
China Corporation








/s/ Paul Roszel_________________________________


Paul
Roszel, President /Chairman of the Board of Directors


September
24, 2008








/s/ Richard
Ivanovick________________________________


Richard
Ivanovick, C.A., Chief Financial and Accounting Officer


September
24, 2008




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14