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, 2009


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
(I.R.S.  EmployerIncorporation or organization)
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 to be registered under Section 12 (b) of the Act:


Title of each class: N/A


Name of each exchange on which Registered:  N/A





Securities to be registered under Section 12(g) of the Act:  Common Shares No Par Value





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.                     Yes (  )        No ( x )





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act                Yes (  )      No ( x )





Indicate by check mark 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  [ 
]





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  Yes  (
x )        No  ( )





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.





Large Accelerated Filer (  )
Accelerated Filer  (  )Non-Accelerated Filer    (  )
Smaller Reporting Company   ( 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 [  ]





As of September 22, 2009, there were 7,710,843 shares of common stock outstanding.





As of June 30, 2009, the common stock of Scrap China Corporation is not trading and therefore has no aggregate market value.











SCRAP CHINA CORPORATION


INDEX





Table of Contents





Part OneItem 1.
Business
2Item 1A.
Risk Factors
4Item 1B.
Unresolved Staff Comments
4Item 2.
Properties
4Item 3:
Legal Proceedings
4Item 4:
Submission of Matters to a Vote of Security Holders
4Part TwoItem 5:
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
5Item 6:
Selected Financial Data
5Item 7:
Managements Discussion and Analysis of Financial Condition and Results of Operations
5Item 7A:
Quantitative and Qualitative Disclosures About Market Risk
7Item 8:
Financial Statements and Supplemental Data
8Item 9:
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
9Item 9A:
Controls and Procedures
9Part ThreeItem 10:
Directors and Executive Officers, and Corporate Governance
10Item 11:
Executive Compensation
11Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
11Item 13:
Certain Relationships and Related Transactions and Director Independence
12Item 14:
Principal Accountant Fees and Services
13Part FourItem 15:
Exhibits, Financial Statement Schedules
14








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:  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, 2009 was 7,710,843.





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 since inception.





Business Condition— The Company has limited operating history and has not yet been able to develop and execute its business plan. The Company does not have sufficient cash and will have to raise
additional funds in the next 12 months. 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.





3





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




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. The Secondary Materials & Commodity Clearinghouse is an open access, neutral marketplace for buyers and sellers to market their recyclable materials.  These materials include, but are not limited
to, scrap metal, scrap paper, scrap plastic, scrap glass, etc.   Buyers and sellers using the Secondary Materials & Commodity Clearinghouse do not have to know each other and they do not have to be concerned about the credit worthiness of the counter party.  The Secondary Materials & Commodity Clearinghouse guarantees the financial integrity of the transactions.  The Secondary Materials & Commodity Clearinghouse allows liquidity for buyers and sellers to find a counter
party at any time and allows anyone access to competitive world market prices in a transaction with little to no risk.   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 1A.  RISK FACTORS





As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.





ITEM 1B.  UNRESOLVED STAFF COMMENTS





None





4





ITEM 2:  PROPERTIES





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





No matters were submitted to a vote of security holders




PART TWO





ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES





Market Information





As of June 30, 2009, 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, 2009 is 7,710,843.





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





5





ITEM 6.  SELECTED FINANCIAL DATA





As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.





ITEM 7:  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS





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.





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, 2009 and 2008, the Company had a $166,872 and $150,735 payable to RecycleNet Corporation, respectively.  During the
years ended June 30, 2009 and 2008, RecycleNet Corporation paid certain expenses for travel, office 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.





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.





Results of Operations





In January 2006, Scrap China Corporation was spun off from RecycleNet Corporation.  To date the Company has  not recorded any sales revenue.





2009


2008Operating Expenses

$
(18,800
)

$
(23,500
)





Operating Expenses decreased in 2009 over 2008 by $4,700. Office and administrative costs were reduced by $100, travel by $6,300.





6




Offsetting these savings, increased expense was recorded in professional fees of $1,700 which was primarily costs related to maintaining the SEC filings.




2009


2008Net Loss

$
(18,800
)

$
(23,500
)








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, 2009 and 2008, the Company had a $166,872 and $150,735 payable to RecycleNet Corporation, respectively.  During the
years ended June 30, 2009 and 2008, RecycleNet Corporation paid certain expenses for travel, office 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.





Off-Balance Sheet Arrangements





None





ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





As a “smaller reporting company” (as defined by Item 10 of Regulation S-K), the Company is not required to provide information required by this Item, as defined by Regulation S-K Item 305(e).





7





ITEM 8:  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 as of June 30, 2009 and 2008
F-2Statements of Operations for the Years Ended June 30, 2009 and 2008 and for the Period from June 15, 2005 (Date of Inception) through June 30, 2009
F-2Statements of Stockholders’ Deficit for the Period from June 15,2005 (Date of Inception) through June 30, 2007 and for the Years Ended June 30, 2008 and 2009
F-3Statements of Cash Flows for the Years Ended June 30, 2009 and 2008 and for the Period from June 15, 2005 (Date of Inception) through June 30, 2009
F-4Notes to Financial Statements
F-5











8








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, 2009 and 2008 and the related statements of operations, stockholders’ deficit and cash flows for the years then ended and for the period from June 15, 2005 (date of inception) through June 30, 2009. These financial statements
are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.





We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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, 2009 and 2008 and the results of its operations and its cash flows for the years then ended and for the period from June 15, 2005 (date of inception) through June 30, 2009,
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’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 1. 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 21, 2009





F-1





SCRAP CHINA CORPORATION


(A Development Stage Enterprise)


BALANCE SHEETS




June 30,


June 30,2009


2008ASSETSCurrent AssetsCash

$
327


$
363Total Assets

$
327


$
363LIABILITIES AND STOCKHOLDERS' DEFICITCurrent LiabilitiesAccrued liabilities

$
10,850


$
8,250Payable to related party


166,872



150,735Total Current Liabilities


177,722



158,985Stockholders' 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


(187,395
)


(168,622
)Total Stockholders' Deficit


(177,395
)


(158,622
)Total Liabilities and Stockholders' Deficit

$
327


$
363





SCRAP CHINA CORPORATION


(A Development Stage Enterprise)


STATEMENTS OF OPERATIONS





For the period fromFor the Years Ended


June 15, 2005 (date ofJune 30,


June 30,


inception) through2009


2008


June 30, 2009Sales

$
-


$
-


$
-Operating ExpensesSelling, general andadminstrative expenses


18,773



23,528



(187,395
)Total Operating Expenses


18,773



23,528



(187,395
)Net Loss

$
(18,773
)

$
(23,528
)

$
(187,395
)Basic and Diluted Net Loss per Share

$
-


$
-Weighted-Average CommonShares Outstanding


7,710,843



7,710,843










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 from June 15, 2005(Date of Inception) Through June 30, 2007


-



-



-



(145,094
)


(145,094
)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
)Net loss for the year ended June 30, 2009


-



-



-



(18,773
)


(18,773
)Balance - June 30, 2009


7,710,843


$
7,711


$
2,289


$
(187,395
)

$
(177,395
)










F-3





SCRAP CHINA CORPORATION


(A Development Stage Enterprise)


STATEMENTS OF CASH FLOWS







For the period fromFor the Year Ended


June 15, 2005 (date ofJune 30,


inception) through2009


2008


June 30, 2009Cash Flows from Operating Activities:Net loss

$
(18,773
)

$
(23,528
)

$
(187,395
)Changes in assets and liabilities:Accrued liabilities


2,600



2,500



10,850Net Cash Used in Operating Activities


(16,173
)


(21,028
)


(176,545
)Cash Flows From Investing Activities:


-



-



-Cash Flows From Financing Activities:Payable to related party


16,137



20,992



166,872Proceeds from sale of common stock


-



-



10,000Net Cash From Financing Activities


16,137



20,992



176,872Net Change in Cash


(36
)


(36
)


327Cash at Beginning of Period


363



399



-Cash at End of Period

$
327


$
363


$
327










F-4





SCRAP CHINA CORPORATION


(A Development Stage Enterprise)


NOTES TO FINANCIAL STATEMENTS





Note 1 – Nature of Business





Basis of Presentation - The accompanying financial statements present the financial position of Scrap China Corporation (the Company) and the results of its operations and cash flows in accordance with accounting principles generally accepted in the United States of America.





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, and could lead to discontinuance of operations. 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.





Organization and Nature of Operations— 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 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 trying to 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 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 attempting to raise capital in order to execute the proof of concept phase for the company’s operations.





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.





F-5





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.





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 adoption of the portions of SFAS No. 157 that were not postponed by (FSP FIN) No. 157-2 did not have a material impact on the Company’s financial statements. The Company does not expect the adoption of the postponed portions of SFAS No. 157 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 acquired 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.





In October 2008, the FASB issued FSP FAS 157-3 Determining Fair Value of a Financial Asset in a Market That Is Not Active (FSP FAS 157-3). FSP FAS 157-3 clarified the application of SFAS No. 157 in an inactive market. It demonstrated how the fair value of a financial asset is determined
when the market for that financial asset is inactive. FSP FAS 157-3 was effective upon issuance, including prior periods for which financial statements had not been issued. The adoption of FSP FAS No. 157-3 did not have a material affect on the Company’s financial statements.





F-6





InOctober 2008, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard Number 165, Subsequent Events,(SFAS 165) which establishes general standards of accounting for and disclosure
of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. In particular, SFAS 165 sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements,
and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. SFAS 165 is effective for financial statements issued for fiscal years and interim periods ending after June 15, 2009. The Company has not yet determined the effect on its financial statements, if any, that will occur upon adoption of SFAS 165.





InApril 2009, the FASB issued FSP FAS 141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies (FSP FAS 141 (R)-1). FSP FAS 141(R)-1 amends and clarifies FASB Statement
No. 141 (revised 2007), Business Combinations, to address application issues raised by preparers, auditors, and members of the legal profession on initial recognition and measurement, subsequent measurement and accounting, and disclosure of assets and liabilities arising from contingencies in a business combination. FSP FAS 141 (R)-1 is effective for assets or liabilities arising from contingencies in business combinations for which the acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008. The Company has not yet determined the effect on its financial statements, if any, that will occur upon adoption of FSP FAS 141(R)-1.





InApril 2009, the FASB issued FSP FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments(FSP FAS 107-1 and APB 28-1). FSP FAS 107-1 and APB 28-1 amends FASB Statement
No. 107, Disclosures about Fair Value of Financial Instruments, to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. This FSP also amendsAPB Opinion No. 28, Interim Financial Reporting, to require those disclosures in summarized financial information at interim
reporting periods. FSP FAS 107-1 and APB 28-1 are effective for interim reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The Company has not yet determined the effect on its financial statements, if any, that will occur upon adoption of FSP FAS 107-1 and APB 28-1.





In May 2009, the FASB issued SFAS 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (as amended) (FAS 168). FAS 168 replaces SFAS 162, Hierarchy of Generally Accepted Accounting Principles, and establishes the FASB Accounting Standards Codification (Codification)
as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with Generally Accepted Accounting Principals (GAAP). FAS 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The Company has not yet determined the effect on its consolidated financial statements, if any, that will occur upon adoption of FAS 168.





F-7





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, 2009 or 2008.





Note 2 – Related Party Transactions





As of June 30, 2009 and 2008, the Company had a $166,872 and $150,735 payable to RecycleNet Corporation, respectively.  During the years ended June 30, 2009 and 2008, 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 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.


F-8


Note 4 –Income Taxes
 
 The components of the net deferred tax asset as of June 30, 2009 and 2008, are as follows:




2009


2008Operating loss carryforwards

$
69,898


$
62,896Valuation allowance

$
(69,898
)

$
(62,896
)Net Deffered Tax Asset


-



-





As of June 30, 2009, the Company had net operating loss carry forwards of $187,395 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, 2009 and
2008:




2009


2008Tax at statutory rate (34%)

$
(6,383
)

$
(8,000
)Change in valuation allowance

$
7,003


$
8,776State tax benefit, net of federal tax effect

$
(620
)

$
(776
)Provision for Income Taxes


-



-








F-9





ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS





None.





ITEM 9A.   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




Management’s Report on Internal Control over Financial Reporting: 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, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.




9





PART THREE





ITEM 10:  DIRECTORS AND EXECUTIVE OFFICES, AND CORPORATE GOVERNANCE





Name
Age
Position
Term of OfficePaul Roszel
52
Chief Executive Officer,
Inception toPresident, Director
PresentRichard R. Ivanovick, C.A.
68
Chief Financial Officer,
Inception toDirector
PresentKeith A. Deck
72
Director
Inception to





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, Chief Executive Officer, 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.





Involvement in Certain Legal Proceedings





To the knowledge of the Company there are no pending or threatened litigation or proceedings against the Company.





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.





10





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.





ITEM 11:  EXECUTIVE COMPENSATION





The following table shows compensation earned during the years ended June 30, 2009, 2008 and 2007 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
2009


-2008


-2007


-Richard R Ivanovick , CFO
2009


-2008


-2007


-Keith A. Deck, Director
2009


-2008


-2007


-








ITEM 12:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS 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.





11




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 Canada





Note (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 13:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE





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, 2009, the Company had a $166,872 payable to RecycleNet Corporation.  This resulted from expenses incurred for travel, office, 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.





12





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, 2009.





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 14:  PRINCIPAL ACCOUNTANT FEES AND SERVICES





Hansen, Barnett & Maxwell, P.C. served as the Company’s Independent Registered Public Accounting Firm for the years ended June 30, 2009 and 2008 and for the period from June 15, 2005 (date of inception) through June 30, 2009, 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, 2009 and 2008 are summarized as follows:





2009


2008Audit

$
13,750


$
13,334Audit related


–



–Tax


800



1,141All other


–



–Total

$
14,550


$
14,475





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.





13





Audit Committee Pre-Approval Policies and Procedures.  At its regularly scheduled and special meetings, the Audit Committee of the Board of Directors, which is comprised of independent directors knowledgeable of financial reporting, considers and pre-approves
any audit and non-audit services to be performed by the Company’s independent accountants. The Audit Committee has the authority to grant pre-approvals of non-audit services.








ITEM 15:  EXHIBITS, FINANCIAL STATEMENT SCHEDULES





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.














14





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 RoszelPaul Roszel, President /Chief Executive OfficerSeptember 22, 2009/s/ Richard IvanovickRichard Ivanovick, C.A., Chief Financial and Accounting OfficerSeptember 22, 2009









15