UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington, DC
20549




FORM
10-Q




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





For the quarterly
period ended March 31,
2009





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




For the transition
period from ______________________To ______________________




Commission file
number 000-52749




CHANG-ON
INTERNATIONAL, INC.


(Exact
name of registrant as specified in its charter)




Utah
            87-0302579(State
      or other jurisdiction of incorporation or organization)
            (I.R.S.
      Employer Identification No.)514 No. 18
      Building
              High New Technology
      Development
              Harbin, Heilongjiang
      Province, China
            N/A(Address
      of principal executive offices)
            (Zip
      Code)





+86
451 82695010


(Registrant’s
telephone number, including area code)




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




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





Large accelerated
filer o     Accelerated
filer o    Non-accelerated
filer o   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 oNo x




APPLICABLE ONLY TO
ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE
YEARS:




Check whether the
registrant has filed all documents and reports required to be filed by Sections
12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court. o Yes o No




APPLICABLE ONLY TO
CORPORATE ISSUERS:




As
of May 15, 2009, the registrant’s
outstanding common stock consisted of 67,307,366
shares.









Table
of Contents




PART I – FINANCIAL
    INFORMATIONITEM 1
              FINANCIAL STATEMENTS
              2ITEM 2
              MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
      AND RESULTS OF OPERATIONS
              3ITEM 4
              CONTROLS AND
PROCEDURES
              6PART II – OTHER INFORMATIONITEM 1
              LEGAL PROCEEDINGS
              7ITEM 1A
              RISK FACTORS
              7ITEM 2
              UNREGISTERED SALES OF EQUITY
      SECURITIES AND USE OF PROCEEDS
              7ITEM 3
              DEFAULTS UPON SENIOR
      SECURITIES
              7ITEM 4
              SUBMISSION OF MATTERS TO A VOTE OF SECURITY
      HOLDERS
              7ITEM 5
              OTHER INFORMATION
              7ITEM 6
              EXHIBITS
              7







1




PART I – FINANCIAL INFORMATION




ITEM 1.  FINANCIAL
STATEMENTS




The unaudited
financial statements of Chang-On International, Inc., and subsidiaries (the
“Company”, “Chang-On”, “we”, “our”, “us”) follow.  All currency
references in this report are in US dollars unless otherwise noted.




The consolidated
financial statements of the Company, included herein were prepared, without
audit, pursuant to rules and regulations of the Securities and Exchange
Commission.  Because certain information and notes normally included
in financial statements prepared in accordance with accounting principles
generally accepted in the United States of America were condensed or omitted
pursuant to such rules and regulations, these financial statements should be
read in conjunction with the financial statements and notes thereto
included in the audited financial statements of the Company as included in the
Company's Form 10-K for the year ended December 31, 2008.




CHANG-ON
      INTERNATIONAL, INC. AND SUBSIDIARIES(A
      Development Stage Company)





Consolidated Balance Sheets
              F-1Consolidated Statements of Operations
      (Unaudited)
              F-2Consolidated Statements of Comprehensive
      Loss (Unaudited)
              F-3Consolidated Statements of Changes in
      Equity (Deficit) (Unaudited)
              F-4Consolidated Statements of Cash Flows
      (Unaudited)
              F-5Notes to Consolidated Financial
      Statements (Unaudited)
              F-6




2




CHANG-ON
      INTERNATIONAL, INC. AND SUBSIDIARIES(A
      Development Stage Company)CONSOLIDATED BALANCE SHEETSMarch
      31, 2009
                
                
                December
      31, 2008(Unaudited)
                
                
                2008ASSETSCurrent
      AssetsCash
                
                $
                2,129
                
                
                $
                3,798Prepaid
      and other receivables
                
                
                293
                
                
                
                293Inventories
      (Note 4)
                
                
                108,316
                
                
                
                108,493Total
      Current Assets
                
                
                110,738
                
                
                
                112,584Property,
      plant and equipment, net (Note 5)
                
                
                386,773
                
                
                
                396,056Total
      Assets
                
                $
                497,511
                
                
                $
                508,640LIABILITIESCurrent
      LiabilitiesTrade
      accounts payable
                
                $
                19,719
                
                
                $
                696Accrued
      expenses
                
                
                25,146
                
                
                
                25,211Government
      subsidy (Note 6)
                
                
                56,064
                
                
                
                56,155Due
      to shareholders (Note 7)
                
                
                215,594
                
                
                
                215,943Total
      Current Liabilities
                
                
                316,523
                
                
                
                298,005Total
      Liabilities
                
                
                316,523
                
                
                
                298,005EQUITYChang-On
      International, Inc Stockholders' Equity:Common
      stock, par value $0.001, authorized100,000,000
      shares, issue and outstanding67,307,366
      shares (Note 8)
                
                
                67,307
                
                
                
                67,307Additional
      paid in capital
                
                
                3,067,959
                
                
                
                3,067,959Deficit
                
                
                (2,824,948
                )
                
                
                (2,689,591
                )Deferred
      Compensation (Note 9)
                
                
                (200,000
                )
                
                
                (317,500
                )Accumulated
      comprehensive income
                
                
                (15,697
                )
                
                
                (15,457
                )Total
      Chang-On International, Inc Stockholders' equity
                
                
                94,621
                
                
                
                112,718Noncontrolling
      interest
                
                
                86,367
                
                
                
                97,917Total
      Equity
                
                
                180,988
                
                
                
                210,635Total
      Liabilities and Equity
                
                $
                497,511
                
                
                $
                508,640
  See
Notes to Financial Statements
  F-1
   CHANG-ON
      INTERNATIONAL, INC. AND SUBSIDIARIES(A
      Development Stage Company)CONSOLIDATED STATEMENTS OF
    OPERATIONS(UNAUDITED)For
      the Three Months Ended
                
                
                For
      the Period November 26, 2004 (inception) to March 31,
      2009March
      31, 2009
                
                
                2008Net
      sales
                
                $
                -
                
                
                $
                -
                
                
                $
                91,786Cost of
      sales
                
                
                -
                
                
                
                -
                
                
                
                (59,096
                )Gross
      profit
                
                
                -
                
                
                
                -
                
                
                
                32,690ExpensesSalaries
                
                
                3,511
                
                
                
                6,937
                
                
                
                111,797Transportation
                
                
                -
                
                
                
                1,321
                
                
                
                13,354Office
      equipment
                
                
                15
                
                
                
                336
                
                
                
                6,866Water,
      electricity and gas
                
                
                17,006
                
                
                
                1,257
                
                
                
                108,640Other
      expenses
                
                
                86
                
                
                
                2,476
                
                
                
                34,933Advertisement
                
                
                -
                
                
                
                -
                
                
                
                556Rent
      expense
                
                
                -
                
                
                
                -
                
                
                
                3,811Depreciation
                
                
                8,635
                
                
                
                4,126
                
                
                
                139,967R
      & D expense
                
                
                -
                
                
                
                -
                
                
                
                22,578Repairs
      and maintenance
                
                
                -
                
                
                
                -
                
                
                
                1,025Gain
      on disposal of fixed assets
                
                
                -
                
                
                
                -
                
                
                
                (7,730
                )Stock
      compensation
                
                
                117,500
                
                
                
                315,000
                
                
                
                2,200,000Professional
      fees
                
                
                -
                
                
                
                -
                
                
                
                25,000Fixed
      assets impairment
                
                
                -
                
                
                
                -
                
                
                
                345,962Intangibles
      writedown
                
                
                -
                
                
                
                -
                
                
                
                241,639Total
      Expenses
                
                
                146,753
                
                
                
                331,453
                
                
                
                3,248,398Total
      Expenses and loss from operations
                
                
                (146,753)
                
                
                
                (331,453)
                
                
                
                (3,215,708)Other
      income
                
                
                -
                
                
                
                6,981
                
                
                
                7,195Loss before
      provision for income tax
                
                
                (146,753
                )
                
                
                (324,472
                )
                
                
                (3,208,513
                )Income tax
      provision
                
                
                -
                
                
                
                -
                
                
                
                -Net
      loss
                
                
                (146,753
                )
                
                
                (324,472
                )
                
                
                (3,208,513
                )Less: Net
      loss attributable to the noncontrolling interest
                
                
                11,396
                
                
                
                -
                
                
                
                277,199Net loss
      attributable to Chang-On International, Inc common
      Stockholders
                
                $
                (135,357
                )
                
                
                (324,472
                )
                
                $
                (2,931,314
                )Basic and
      Fully Diluted Earnings per Share
                
                $
                (0.00
                )
                
                $
                (0.00
                )Weighted
      average shares outstanding
                
                
                67,307,366
                
                
                
                67,307,366
  See Notes to Financial Statements
  F-2
   CHANG-ON
      INTERNATIONAL, INC. AND SUBSIDIARIES(A
      Development Stage Company)CONSOLIDATED STATEMENTS OF COMPREHENSIVE
      LOSS(UNAUDITED)For
      the Three Months Ended
                
                For
      the Period November 26, 2004 (inception)
      toMarch
      31, 2009March
      31, 2009
                
                March
      31, 2008Net
      loss
                $
                (146,753)
                $
                (324,472)
                $
                (3,208,513)Other
      comprehensive income(loss), net of tax:Foreign
      currency translation gain(loss)
                
                (394)
                
                (10,913)
                
                (16,141)Comprehensive
      loss
                
                (147,147)
                
                (335,385)
                
                (3,224,654)Comprehensive
      loss attributable to the noncontrolling interest
                11,550
                
                -
                
                251,885Comprehensive
      loss attributable to WWBP
                $
                (135,597)
                $
                (335,385)
                $
                (2,972,769)
  See Notes to
Financial Statements
  F-3
  CHANG-ON
      INTERNATIONAL, INC. AND SUBSIDIARIES(A
      Development Stage Company)CONSOLIDATED STATEMENTS OF CHANGES IN
      EQUITY (DEFICIT)FOR
      THE THREE MONTHS ENDED MARCH 31, 2009(UNAUDITED)
 
  Total
                
                Comprehensive
      Income
                
                Common
      Stock
                
                Additional
                
                Accumulated
                
                Deferred
                
                Accumulated
                
                Noncontrolling$0.001
      Par Value
                
                Paid-In
                
                Deficit
                
                Compensation
                
                Comprehensive
                
                InterestShares
                
                Amount
                
                Capital
                
                
                
                
                
                Income
      (loss)Balance at
      December 31, 2008
                
                $
                210,635
                $
                -
                
                
                67,307,366
                $
                
                67,307
                $
                
                3,067,959
                $
                
                (2,689,591
                ) $
                
                (317,500
                )
      $
                
                (15,457
                ) $
                
                97,917Amortization
      of deferred compensation
                
                
                117,500
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                117,500Comprehensive
      LossNet
      Loss
                
                
                (146,753
                )
                
                (146,753
                )
                
                
                
                
                
                
                
                
                
                
                (135,357
                )
                
                
                
                
                
                
                
                (11,396
                )Other
      Comprehensive loss, net of tax:Foreign
      currency translation loss
                
                
                (394
                )
                
                (394
                )
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (240
                )
                
                (154
                )Comprehensive
      loss
                
                
                (147,147
                )
      $
                
                (147,147
                )Balance March
      31, 2009
                
                $
                180,988
                
                
                
                
                
                67,307,366
                $
                
                67,307
                $
                
                3,067,959
                $
                
                (2,824,948
                ) $
                
                (200,000
                ) $
                
                (15,697
                ) $
                
                86,367
  See Notes to Financial
Statements
  F-4
  CHANG-ON
      INTERNATIONAL, INC. AND SUBSIDIARIES(A
      Development Stage Company)STATEMENTS OF CASH FLOWSThree
      Months
                  Ended
                
                
                For
      the Period
                  November
      26, 2004March
      31, 2009
                
                
                March
      31, 2008
                
                
                (inception)
      to
                  March
      31, 2009Operating Activities:Net
      loss
                
                $
                (146,753
                )
                
                $
                (324,472
                )
                
                $
                (3,208,513
                )Adjustments
      to reconcile net loss to net cash used by operationsDepreciation
      (cost and expense)
                
                
                8,635
                
                
                
                8,189
                
                
                
                149,429Impairment
      loss on intangible assets
                
                
                -
                
                
                
                -
                
                
                
                241,639Impairment
      loss on fixed assets
                
                
                -
                
                
                
                -
                
                
                
                345,962Gain on
      disposal of fixed assets
                
                
                -
                
                
                
                -
                
                
                
                (7,730
                )Stock
      compensation
                
                
                117,500
                
                
                
                315,000
                
                
                
                2,198,000Changes in
      operating assets and liabilities:(Increase)/decrease
      in account receivable
                
                
                -
                
                
                
                -
                
                
                
                -(Increase)/decrease
      in prepaid and other receivables
                
                
                -
                
                
                
                675
                
                
                
                (293
                )(Increase)/decrease
      in inventory
                
                
                -
                
                
                
                (27,968
                )
                
                
                (108,493
                )Increase/(decrease)
      in accounts payable
                
                
                19,023
                
                
                
                606
                
                
                
                19,718Increase/(decrease)
      in accrued expenses
                
                
                -
                
                
                
                4,202
                
                
                
                25,211Decrease in
      government subsidy
                
                
                -
                
                
                
                -
                
                
                
                (50,038
                )Net cash used
      by operating activities
                
                
                (1,595
                )
                
                
                (23,768
                )
                
                
                (395,108
                )Investing ActivitiesPurchase of
      fixed assets
                
                
                -
                
                
                
                -
                
                
                
                (710,118
                )Loan to
      shareholders
                
                
                -
                
                
                
                -
                
                
                
                (24,659
                )Repay of loan
      from shareholders
                
                
                -
                
                
                
                -
                
                
                
                24,659Net cash
      (used) by investing activities
                
                
                -
                
                
                
                -
                
                
                
                (710,118
                )Financing ActivitiesDistribution
      to shareholders
                
                
                -
                
                
                
                -
                
                
                
                (24,994
                )Capital
      contribution
                
                
                -
                
                
                
                -
                
                
                
                274,103Proceeds from
      government subsidy
                
                
                -
                
                
                
                -
                
                
                
                99,130Proceeds from
      shareholder loans
                
                
                -
                
                
                
                137,569
                
                
                
                740,702Repay of loan
      to shareholders
                
                
                -
                
                
                
                -
                
                
                
                (12,299
                )Net cash
      provided by financing activities
                
                
                -
                
                
                
                137,569
                
                
                
                1,076,642Effect of
      exchange rate changes on cash
                
                
                (74
                )
                
                
                (24,781
                )
                
                
                30,713Increase(decrease)  in
      cash
                
                
                (1,669
                )
                
                
                89,020
                
                
                
                2,129Cash at
      beginning of period
                
                
                3,798
                
                
                
                7,380
                
                
                
                -Cash at end
      of period
                
                $
                2,129
                
                
                $
                96,400
                
                
                $
                2,129Supplemental
      Cash Flow Information:Interest
      received (paid) during the year
                
                $
                -
                
                
                $
                4
                
                
                $
                260Non-cash
      financing activities:Contribution
      of patent for equity
                
                $
                -
                
                
                $
                -
                
                
                $
                241,639Contribution
      of fixed assets for equity
                
                $
                -
                
                
                $
                -
                
                
                $
                125,497Stock issued
      in exchange for consulting services
                
                $
                -
                
                
                $
                -
                
                
                $
                2,400,000Conversion of
      shareholder's loan to paid in capital
                
                $
                -
                
                
                $
                -
                
                
                $
                589,100
  See Notes to Financial
Statements
  F-5
  CHANG-ON
INTERNATIONAL, INC AND
SUBSIDIARIES
 (A
Development Stage Company)
 NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
 (UNAUDITED)
  Note
1- ORGANIZATION AND BUSINESS BACKGROUND




Chang-On
International, Inc., (the “Company”) was incorporated under the law of the State
of Utah as Gold Standard, Inc. (“Gold Standard”) on November 28, 1972 and
changed its name to Chang-On International, Inc. on April 18, 2007. The
Company is principally engaged in the business of waste recycling and
reutilization in the People’s Republic of China (“PRC”) through its
majority-owned subsidiary, Chang-On International Limited
(“Chang-On”).




Chang-On
International Limited (“Chang-On”) was incorporated as a Hong Kong limited
liability company on September 8, 2006. Chang-On was formed to facilitate a
merger between a US company and a PRC business entity. On December 29, 2006,
under the terms of the Agreement for the Share Exchange, the Company has agreed
to acquire all the outstanding capital stock of Chang-On in return for the
issuance of 60,000,000 shares of common stock.




Chang-On
is a holding company that owns 61% of the registered capital of Harbin Hongbo
Environment Protection Material, Inc. (“Hongbo”) a corporation formed under the
laws of the PRC on November 26, 2004. Hongbo is engaged in the business of
manufacturing construction materials from waste products. All Hongbo’s business
is currently in the PRC.




The
Company is considered to be adevelopmentstagecompany,
as it has not generated substantial revenues from
operations.




Note
2- GOING CONCERN




As
of March 31, 2009, the Company had incurred accumulated losses of $2,824,948
from operations since inception and has limited operations. The Company is
actively pursuing additional funding and a potential merger or acquisition
candidate and strategic partners, which would enhance owners’
investment.




Note
3- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




lBasis of
presentation


These
accompanying financial statements have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in U.S. dollars.




The
consolidated financial statements have been prepared in accordance with US GAAP
for interim financial information and the instructions to Form 10-Q and Article
10 of Regulation SX. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation of
the financial position, results of operations and cash flows for the interim
periods have been included. These consolidated financial statements should be
read in conjunction with the consolidated financial statements of the Company
for the year ended December 31, 2008 and notes thereto contained in the Report
on Form 10-K of the Company as filed with the United States Securities and
Exchange Commission (the “SEC”) on March 31, 2009. Interim results are not
necessarily indicative of the results for the full year.




F-6




CHANG-ON
INTERNATIONAL, INC AND
SUBSIDIARIES
 (A
Development Stage Company)
 NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
 (UNAUDITED)


Note 3- SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (continued)




l


The
consolidated financial statements include the accounts of the Company and all
its majority-owned subsidiaries which require
consolidation.  Inter-company transactions have been eliminated in
consolidation. The functional currency of the Company’s operation is Reminbi
(“RMB”)




lUse of
estimates


In
preparing these financial statements, management makes estimates and assumptions
that affect the reported amounts of assets and liabilities in the balance sheets
and revenues and expenses during the year reported. Actual results may differ
from these estimates.




lRevenue
recognition


Revenues
are recognized when finished products are shipped to unaffiliated customers,
both title and the risks and rewards of ownership are transferred or services
have been rendered and accepted, and collectibility is reasonably
assured.




lInventories
 Inventories are
stated at the lower of cost or market. Cost is determined using the average cost
method. Costs include direct material, direct labor and applicable manufacturing
overhead.
 
 lProperty, Plant and Equipment
 Property, plant and
equipment are stated at cost. Depreciation is computed using the straight-line
method. Additions and improvement that substantially extend the useful life of
the properties, plan and equipment are capitalized. Property, plant and
equipment are depreciated to their estimated residual values over their
estimated useful lives, and reviewed for impairment in accordance with Statement
of Financial Accounting Standard No.144 “Accounting for the Impairment or
Disposal of Long-Lived Assets.”
 
 lIntangible Assets
 The Company
periodically analyzes its intangible assets for potential impairment, assessing
the appropriateness of lives and recoverability of unamortized balances through
measurement of undiscounted operating cash flows on a basis consistent with US
GAAP.
 
 lRelated
Parties
 The caption "Due
from shareholders" represents loans receivable that are unsecured, non-interest
bearing and have no fixed terms of repayment, and therefore are not considered
current assets.
 The caption "Due to
shareholders" represents loans payable that are unsecured, non-interest bearing
and have no fixed terms of repayment, therefore, deemed payable on demand. Refer
to Note 7.
 
 lIncome
Tax
 Income tax expense
is based on reported income before income taxes. Deferred income taxes reflect
the effect of temporary differences between assets and liabilities that are
recognized for financial reporting purposes and the amounts that are recognized
for income tax purposes. In accordance with Statement of Financial Accounting
Standards (SFAS) No. 109, "Accounting for Income Taxes," these deferred taxes
are measured by applying currently enacted tax laws.
 
 The Company did not
provide any current or deferred income tax provision or benefit for any period
presented to date because there is no income from operations, with only minor
timing differences with regard to the depreciation of fixed assets. Management
has determined that any deferred tax asset or liability is inconsequential, and
not material to the financial statements.
 
 lFair
Value of Financial Instruments
 The carrying value
of financial instruments, including cash and cash equivalents, receivables,
accounts payable and accrued expenses, approximates their fair value at March
31, 2009, due to the relatively short-term nature of these
instruments.  Unless otherwise noted, it is management opinion that
the Company is not exposed to significant interest, currency or credit risk
arising from those financial instruments.




lForeign
currencies translation
 The functional
currency of the Company is the Reminbi (“RMB”). The accompanying financial
statements have been expressed in United States dollars, the reporting currency
of the Company.  The balance sheet is translated into United States dollars
based on the rates of exchange ruling at the balance sheet date.  The
statement of operations is translated using a weighted average rate for the
period.  Translation adjustments are reflected as accumulated comprehensive
income in shareholders’ equity.


F-7


CHANG-ON
INTERNATIONAL, INC AND
SUBSIDIARIES
 (A
Development Stage Company)
 NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
 (UNAUDITED)


Note 3- SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (continued)




lNewly
adopted Accounting Principles
 In December 2007,
FASB issued SFAS No. 141 (revised 2007), Business Combinations (“SFAS No.
141R”).  SFAS No. 141R is a revision to SFAS No. 141 and includes
substantial changes to the acquisition method used to account for business
combinations (formerly the “purchase accounting” method), including broadening
the definition of a business, as well as revisions to accounting methods for
contingent consideration and other contingencies related to the acquired
business, accounting for transaction costs, and accounting for adjustments to
provisional amounts recorded in connection with acquisitions.  SFAS
No. 141R retains the fundamental requirement of SFAS No. 141 that the
acquisition method of accounting be used for all business combinations and for
an acquirer to be identified for each business combination.  SFAS No.
141R is applied prospectively to 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.  We adopted SFAS No. 141R effective
January 1, 2009.  The adoption of SFAS No. 141R did not have a
material impact on our consolidated financial statements for the three months
ended March 31, 2009 because we did not complete any business combinations in
the first quarter of 2009.


On
December 4, 2007, the FASB issued SFAS No. 160, “Noncontrolling interest in
Consolidated Financial Statements”.  SFAS No. 160 requires all
entities to report noncontrolling (minority) interests in subsidiaries as equity
in the consolidated financial statements.  The statement establishes a
single method of accounting for changes in a parent’s ownership interest in a
subsidiary that do not result in deconsolidation and expands disclosures in the
consolidated financial statements.  We adopted SFAS No. 160 effective
January 1, 2009.  The adoption of SFAS No. 160 did not have a material
impact on our consolidated financial statements for the three months ended March
31, 2009.




In
March 2008, the FASB issued SFAS No. 161, “Disclosures
about Derivative Instruments and Hedging Activities”.  The
new standard 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.  We adopted SFAS No. 160
effective January 1, 2009. The adoption of SFAS 161 had no impact on the
Financial Statements.




In
April 2008, the FASB issued Staff Position FAS 142-3, “Determination of the
Useful Life of Intangible Assets” (“FSP FAS 142-3”) which amends the factors an
entity should consider in developing renewal or extension assumptions used to
determine the useful life of a recognized intangible asset under FAS No. 142,
“Goodwill and Other Intangible Assets” (“FAS No. 142”).  FSP FAS 142-3
applies to intangible assets that are acquired individually or with a group of
assets and intangible assets acquired in both business combinations and asset
acquisitions.  It removes a provision under FAS No. 142, requiring an
entity to consider whether a contractual renewal or extension clause can be
accomplished without substantial cost or material modifications of the existing
terms and conditions associated with the asset.  Instead, FSP FAS
142-3 requires that an entity consider its own experience in renewing similar
arrangements.  An entity would consider market participant assumptions
regarding renewal if no such relevant experience exists.   We
adopted SFAS No. 142-3 effective January 1, 2009. The adoption of FSP FAS 142-3
had no impact on the Financial Statements.




In
June 2008, the FASB issued FSP No. EITF 03-6-1, “Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities” (“FSP
EITF 03-6-1”).  FSP EITF 03-6-1 concludes that unvested share-based
payment awards that contain rights to receive non-forfeitable dividends or
dividend equivalents are participating securities, and thus, should be included
in the two-class method of computing earnings per share
(“EPS”).   We adopted EITF 03-6-1 effective January 1, 2009. The
adoption of FSP EITF 03-6-1 did not have a material impact on the Financial
Statements.




lNew
Accounting Pronouncements
 In
December 2008, the FASB issued FSP 132(R)-1, “Employers’ Disclosures about
Postretirement Benefit Plan Assets” (FSP 132(R)-1). FSP 132(R)-1 requires
additional disclosures for plan assets of defined benefit pension or other
postretirement plans. The required disclosures include a description of our
investment policies and strategies, the fair value of each major category of
plan assets, the inputs and valuation techniques used to measure the fair value
of plan assets, the effect of fair value measurements using significant
unobservable inputs on changes in plan assets, and the significant
concentrations of risk within plan assets. FSP 132 (R)-1 does not change the
accounting treatment for postretirement benefits plans. FSP 132(R)-1 is
effective for us for fiscal year 2009.  The Company does not currently
have a defined benefit pension or other post retirement plan.




F-8




CHANG-ON
INTERNATIONAL, INC AND
SUBSIDIARIES
 (A
Development Stage Company)
 NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
 (UNAUDITED)


Note 3- SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (continued)




In
April 2009, the FASB issued FSP FAS 157-4, “Determining Fair Value When
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly” (FSP 157-4). FSP
157-4 provides guidance on how to determine the fair value of assets and
liabilities when the volume and level of activity for the asset/liability has
significantly decreased. FSP 157-4 also provides guidance on identifying
circumstances that indicate a transaction is not orderly. In addition, FSP 157-4
requires disclosure in interim and annual periods of the inputs and valuation
techniques used to measure fair value and a discussion of changes in valuation
techniques. FSP 157-4 is effective for us beginning in the second quarter of
fiscal year 2009. The adoption of FSP 157-4 is not expected to have a
significant impact on our consolidated financial statements.




In
April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2, “Recognition and
Presentation of Other-Than-Temporary Impairment” (FSP 115-2/124-2). FSP
115-2/124-2 amends the requirements for the recognition and measurement of
other-than-temporary impairments for debt securities by modifying the
pre-existing “intent and ability” indicator. Under FSP 115-2/124-2,
another-than-temporary impairment is triggered when there is an intent to sell
the security, it is more likely than not that the security will be required to
be sold before recovery, or the security is not expected to recover the entire
amortized cost basis of the security. Additionally, FSP 115-2/124-2 changes the
presentation of another-than-temporary impairment in the income statement for
those impairments involving credit
losses. The credit loss component will be recognized in earnings and the
remainder of the impairment will be recorded in other comprehensive income. FSP
115-2/124-2 is effective for us beginning in the second quarter of fiscal year
2009. Upon implementation at the beginning of the second quarter of 2009, FSP
115-2/124-2 is not expected to have a significant impact on our consolidated
financial statements.




In
April 2009, the FASB issued FSP FAS 107-1 and APB 28-1, “Interim Disclosure
about Fair Value of Financial Instruments” (FSP 107-1/APB 28-1). FSP 107-1/APB
28-1 requires interim disclosures regarding the fair values of financial
instruments that are within the scope of FAS 107, “Disclosures about the Fair
Value of Financial Instruments.” Additionally,FSP 107-1/APB 28-1 requires
disclosure of the methods and significant assumptions used to estimate the fair
value of financial instruments on an interim basis as well as changes of the
methods and significant assumptions from prior periods. FSP 107-1/APB 28-1 does
not change the accounting treatment for these financial instruments and is
effective for us beginning in the second quarter of fiscal year
2009.




Note
4- INVENTORIES




Inventories
consist of the following:




March
      31,2009
            
            
            December
      31,2008Raw
      Material
            
            $
            38,267
            
            
            $
            38,330Finished
      Goods
            
            
            70,049
            
            
            
            70,163$
            108,316
            
            
            $
            108,493




Note
5- PROPERTY, PLANT AND EQUIPMENT




:
            
            March
      31,2009
            
            
            December
      31,2008Property,
      Plant and Equipment consist of the followingMachinery
      and Equipment
            
            $
            335,316
            
            
            $
            335,863Office
      Equipment
            
            
            7,664
            
            
            
            7,676Vehicle
            
            
            6,878
            
            
            
            6,889Construction
      in Progress
            
            
            136,661
            
            
            
            136,884486,519
            
            
            
            487,312Less:
      Accumulated Depreciation
            
            
            (99,746
            )
            
            
            (91,256
            )$
            386,773
            
            
            $
            396,056




F-9




CHANG-ON
INTERNATIONAL, INC AND
SUBSIDIARIES
 (A
Development Stage Company)
 NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
 (UNAUDITED)




Note 5- PROPERTY,
PLANT AND EQUIPMENT (continued)




Depreciation
is calculated on a straight-line basis over the estimated useful life of the
assets. The annual percentages applied are:




Machinery and
      Equipment
                10%Office
      Equipment
                20%Vehicle
                10%


The
depreciation was $8,635 and $8,189, including cost and operating expense, for
the three months ended March 31, 2009 and 2008, respectively.




Note
6- GOVERNMENT SUBSIDY




During
2005, the Company received approximately $100,000 in a government subsidy from
the Finance Department of Heilongjiang Province to be used for research and
development activities. This subsidy reduces the cost of the Company’s research
and development activities. Any unused portion of the subsidy has to be returned
to the province. At March 31, 2009, the Company had not used $56,064 of the
subsidy.




Note
7- DUE TO SHAREHOLDERS




March
      31, 2009
            
            
            December
      31, 2008Due
      to Shareholders consists of the following:Li,
      Yukun
            
            $
            22,287
            
            
            $
            22,323Li,
      Guomin
            
            
            191,384
            
            
            
            191,697Zhou,
      Qingwei
            
            
            1,923
            
            
            
            1,923$
            215,594
            
            
            $
            215,943




Li
Guomin had been a shareholder of Hongbo since November 2006. Zhou, Qingwei has
been a shareholder of Chang-On since September 2006.  Under the
Agreement for the Share Exchange on December 29, 2006, Li, Guomin and Zhou,
Qingwei acquired 17,400,000 and 36,600,000 shares of Gold Standard, Inc.
respectively.


Note
8- COMMON STOCK




Under
the Agreement for the Share Exchange, Gold Standard, Inc. issued to the
shareholders of Chang-On 60,000,000 shares of common stock. With 1,307, 366
shares issued and outstanding before the shares exchange. On March 23, 2007, the
Company filed S-8 to register 6,000,000 common shares for stock based
compensation (Note 9). There is a total of 67,307,366 shares issued and
outstanding for the Company as of March 31, 2009.




Note
9-STOCK BASED COMPENSATION




On
January 19, 2007, the Company entered into an agreement with Li, Yaru for legal
services in PRC for a term of two years, pursuant to which the Company issued
900,000 shares of common stock in April2007. The fair market value amounted to
$360,000, which is being amortized over the term of the agreement.




F-10




CHANG-ON
INTERNATIONAL, INC AND
SUBSIDIARIES
 (A
Development Stage Company)
 NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
 (UNAUDITED)


Note 9-STOCK BASED
COMPENSATION (continued)




On
January 31, 2007, the Company entered into an agreement with Canyon Red Group
Limited, an incorporation of British Virgin Island for advisory services on the
marketing strategy and implementation of corporate identity for a term of twelve
months, pursuant to which the Company issued 700,000 shares of common stock in
April 2007. The fair market value amounted to $280,000, which is being amortized
over the term of the agreement.




On
March 30, 2007, the Company entered into an agreement with Mu, Shiwei for
internal audit services for a term of three years, pursuant to which the Company
issued 1,500,000 shares of common stock in April 2007. The fair market value
amounted to $600,000, which is being amortized over the term of the
agreement.




On
March 30, 2007, the Company entered into an agreement with I &V Limited, an
incorporation of British Virgin Island for advisory services on the sales and
distribution channels of certain environmental friendly construction materials
in Northern China for a term of eighteen months, pursuant to which the Company
issued 1,000,000 shares of common stock in April 2007. The fair market value
amounted to $400,000, which is being amortized over the term of the
agreement.




On
March 30, 2007, the Company entered into an agreement with Billion Profit
International Holdings Limited, an incorporation of British Virgin Island for
advisory services on the sales and distribution channels of certain
environmental friendly construction materials in Hainan Province of China for a
term of twelve months, pursuant to which the Company issued 700,000 shares of
common stock in April 2007. The fair market value amounted to $280,000, which is
being amortized over the term of the agreement.




On
March 30, 2007, the Company entered into an agreement with Prospect Bright
Holdings Limited, an incorporation of British Virgin Island for advisory
services on the sales and distribution channels of certain environmental
friendly construction materials in Northeast China for a term of twenty-four
months, pursuant to which the Company issued 1,200,000 shares of common stock in
April 2007. The fair market value amounted to $480,000, which is being amortized
over the term of the agreement.




For
the three months ended March 31, 2009, $117,500 of the above stock compensation
was charged to operating expenses and $200,000 was recorded as deferred
compensation.




Note 10-
GEOGRAPHIC INFORMATION




All
of the Company's sales and all of the Company's long-lived assets are located in
the PRC.




Note
11- OPERATING RISK




Concentrations
of credit risk


Financial
instruments that subject the Company to concentrations of credit risk consist
primarily of cash and cash equivalents. The Company maintains its cash and cash
equivalents with high-quality institutions to mitigate the fact there is no
deposit insurance.




F-11




CHANG-ON
INTERNATIONAL, INC AND
SUBSIDIARIES
 (A
Development Stage Company)
 NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
 (UNAUDITED)


Note 11- OPERATING RISK
(continued)




Country
risk


The
Company has significant investments in the PRC. The operating results of the
Company may be adversely affected by changes in the political and social
conditions in the PRC and by changes in Chinese government policies with respect
to laws and regulations, anti-inflationary measures, currency conversion and
remittance abroad, and rates and methods of taxation, among other things. There
can be no assurance; however, those changes in political and other conditions
will not result in any adverse impact.




Note
12- EMPLOYEE BENEFIT PLAN




Full
time employees of the Company participate in a government mandated
multi-employer defined contribution plan pursuant to which certain pension
benefits, medical care, unemployment insurance, employee housing fund and other
welfare benefits are provided to employees. Chinese labor regulations require
the Company to accrue for these benefits based on certain percentages of the
employees' salaries. The total provisions for such employee benefits were
$0 for the nine months ended March 31, 2009 and 2008.




Note
13- RESTRICTED RETAINED EARNINGS




Pursuant
to the laws applicable to the PRC, PRC entities must make appropriations from
after-tax profit to the non-distributable “statutory surplus reserve fund”.
Subject to certain cumulative limits, the “statutory surplus reserve fund”
requires annual appropriations of 10% of after-tax profit until the aggregated
appropriations reach 50% of the registered capital (as determined under
accounting principles generally accepted in the PRC ("PRC GAAP") at each
year-end). For foreign invested enterprises and joint ventures in the PRC,
annual appropriations should be made to the “reserve fund”. For foreign invested
enterprises, the annual appropriation for the “reserve fund” cannot be less than
10% of after-tax profits until the aggregated appropriations reach 50% of the
registered capital (as determined under PRC GAAP at each year-end). The Company
did not make any appropriations to the reserve funds mentioned above due to lack
of profit after tax since commencement of operations.




F-12




ITEM 2.  MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS




Forward
Looking Statements




This
report on Form 10-Q contains certain forward-looking statements.  All
statements other than statements of historical fact are “forward-looking
statements” for purposes of these provisions, including any projections of
earnings, revenues, or other financial items; any statements of the plans,
strategies, and objectives of management for future operation; any statements
concerning proposed new products, services, or developments; any statements
regarding future economic conditions or performance; statements of belief; and
any statement of assumptions underlying any of the foregoing. Such
forward-looking statements are subject to inherent risks and uncertainties, and
actual results could differ materially from those anticipated by the
forward-looking statements.




These
forward-looking statements involve significant risks and uncertainties,
including, but not limited to, the following: competition, promotional costs,
and risk of declining revenues. Our actual results could differ materially from
those anticipated in such forward-looking statements as a result of a number of
factors. These forward-looking statements are made as of the date of this
filing, and we assume no obligation to update such forward-looking statements.
The following discusses our financial condition and results of operations based
upon our consolidated financial statements which have been prepared in
conformity with accounting principles generally accepted in the United States.
It should be read in conjunction with our financial statements and the notes
thereto included elsewhere herein.




Business
Overview




We
are principally engaged in the business of waste recycling and reutilization in
the People’s Republic of China (“China”) through our wholly owned subsidiary,
Chang-On International Limited, a company incorporated under the laws of Hong
Kong as a limited liability company on September 8, 2006.




Chang-On
HK is a holding company with one asset: 61% of the equity in Harbin Hongbo
Environment Protection Material, Inc. (“Hongbo”), a corporation organized under
the laws of China.  The remaining 39% of the registered capital of Hongbo
is owned by Guomin Li (29%) and Su Yu (10%), who are members of our Board of
Directors.  We manufacture construction material out of waste plastic
and waste coal ash.  From inception to March 31, 2009 we have
generated revenues of $90,578 from the sale of our products.




Liquidity
and Capital Resources




As
of March 31, 2009, we had cash of $2,129 and a working capital deficiency of
$205,785.  As at March 31, 2009 our accumulated deficit was
$2,824,948.  Our net loss for the period from our inception on
November 26, 2004 until March 31, 2009 was $3,208,513.  Our loss has
been primarily funded by proceeds from shareholder loans.  During the
three months ended March 31, 2009, we did not raise any money in equity
financing and we did not receive any shareholder loans compared to a shareholder
loan of $137,569 which we received during the same period in
2008.  During the three months ended March 31, 2009 our cash position
decreased by $1,669,




We
used net cash of $1,595 in operating activities for the three months ended March
31, 2009 compared to net cash of $23,768 in operating activities for the same
period in 2008.  We have used $395,108 on operating activities from
our inception on November 26, 2004 until March 31, 2009.  The
difference in cash used in operating activities is attributed mostly to a
decrease in operating activities due to season demand for our
products.




We
did not use any cash in investing activities during the period ended March 31,
2009 or the same period in 2008, but have used $710,118 in investing activities,
for the purchase of fixed assets for our manufacturing plant from our inception
on November 26, 2004 until March 31, 2009.




3




We
received no cash from financing activities for the three months ended March 31,
2009 compared to net cash of $137,569 during the same period in
2008.  All cash received during the period in 2008 was provided by
proceeds from shareholder loans.  We did not raise any funds through
the sale of our securities during the three months ended March 31, 2009 or
during the same period in 2008.




The
exchange rates  imposed a loss of $74 on our cash position during the
three months ended March 31, 2009 compared to a loss of $24,781 during the same
period in 2008.  Since our inception on November 26, 2004 until March
31, 2009, we have gained $30,713 due to the effect of exchange rates on our cash
position.




During
the three months ended March 31, 2009 our monthly cash requirement was
approximately $532, compared to our cash requirements of approximately $7,923
for the same period in 2008.




We
expect to require a total of approximately $930,000 set out as follows to fully
carry out our business plan over the next twelve months beginning June
2009.  Our expenditures for the next twelve months
include:




Description
            Estimated
      Expenses ($)Research
      and development costs for further products and manufacturing
      processes
            250,000Consulting
      fees (including legal and auditing fees)
            100,000Rent
      expenses
            20,000Marketing
      expenses
            400,000Investor
      relations costs
            80,000Other
      administrative expenses
            80,000Total
            930,000




We
anticipate that our future revenues will be nominal and we do not anticipate
enough positive internal operating cash flow until we can generate substantial
revenues, which may take the next few years to fully realize. There is no
assurance we will achieve profitable operations.




We
have historically financed our operations primarily by cash flows generated from
the sale of our equity securities and through cash infusions from officers and
affiliates in exchange for debt and/or common stock. No officer or affiliate has
made any commitment or is obligated to continue to provide cash through loans or
purchases of equity.




We
intend to meet the balance of our cash requirements for the next 12 months
through external sources: a combination of debt financing and equity financing
through private placements. Currently we are active in contacting broker/dealers
in North America and elsewhere regarding possible financing arrangements.
However, we currently do not have any arrangements in place for the completion
of any further private placement financings and there is no assurance that we
will be successful in completing any further private placement financings. If we
are unsuccessful in raising enough money through future capital raising efforts,
we may review other financing possibilities such as bank loans. If we are
unsuccessful in raising enough money, we may not fully carry out our business
plan.




Results
of Operations for the three months ended March 31, 2009 compared to the three
months ended March 31, 2008 and from inception to March 31, 2009.




4




Revenues




We
generated no revenues for the three months ended March 31, 2009 and none in the
same period in 2008.  Since inception on November 26, 2004 to March
31, 2009 we generated total revenues of $91,786.  As we are a
development stage company, our revenue streams are not established and thus our
product sales are unstable.  We generated no revenues during the
period ended March 31, 2009 because construction is traditionally very limited
in our local area during this time.




Net
Loss




We
incurred a net loss of $146,753 for the three months ended March 31, 2009,
compared to a net loss of $324,472 for the same period in 2008. The decrease of
$177,719 in net loss was a result of less stock-based compensation during the
three months ended March 31, 2009.  From inception on November 26,
2004 to March 31, 2009, we have incurred net loss of $3,208,513.




Our
net loss per share was $0.00 for the three months ended March 31, 2009 and $0.00
for the same period in 2008.




Expenses




Our
total operating expenses decreased from $331,453 for the three months ended
March 31, 2008 to $146,753 for the three months ended March 31,
2009.  The reason for the decrease was less issuance of stock based
compensation. Since our inception on November 26, 2004 to March 31, 2009, we
have incurred total operating expenses of $3,248,398.




Our
expenses, net of stock-based compensation, increased $12,800 from $16,453 to
$29,253 for the three months ended March 31, 2009 compared to the same period in
2008.  This increase was mainly due to an increase of $15,749 for
water, electricity and gas compared to the same period in 2008.




Our
stock compensation decreased $140,001 to $117,500 for the three months ended
March 31, 2009 from $315,000 for the same period in 2008.  From
inception on November 26, 2004 to March 31, 2009, we have incurred stock based
compensation expenses of $2,200,000.




We
did not incur research and development expenses for the three months ended March
31, 2009 or for the same period in 2008.   Since our inception on
November 26, 2004 until March 31, 2009 we have spent $22,578 on research and
development.  Going forward, we anticipate that we will spend
approximately $250,000 on research and development during the next 12
months.




Inflation




The
amounts presented in the financial statements do not provide for the effect of
inflation on our operations or financial position. The net operating losses
shown would be greater than reported if the effects of inflation were reflected
either by charging operations with amounts that represent replacement costs or
by using other inflation adjustments.




Off-Balance
Sheet Arrangements




As
of March 31, 2009, we had no off-balance sheet transactions that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in our financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources.




5




Critical
Accounting Policies




Use
of estimates




In
preparing these financial statements, management makes estimates and assumptions
that affect the reported amounts of assets and liabilities in the balance sheets
and revenues and expenses during the year reported. Actual results may differ
from these estimates.




Revenue
recognition




Revenues
are recognized when finished products are shipped to unaffiliated customers,
both title and the risks and rewards of ownership are transferred or services
have been rendered and accepted, and collectibility is reasonably
assured.




Property,
Plant and Equipment




Property,
plant and equipment are stated at cost. Depreciation is computed using the
straight-line method. Additions and improvement that substantially extend the
useful life of the properties, plan and equipment are capitalized. Property,
plant and equipment are depreciated to their estimated residual values over
their estimated useful lives, and reviewed for impairment in accordance with
Statement of Financial Accounting Standard No.144 “Accounting for the Impairment
or Disposal of Long-Lived Assets.”




ITEM 4. CONTROLS AND PROCEDURES




Disclosure
Controls




We  carried
out an evaluation, under the supervision and with the
participation   of  our  management,
including our Chief Executive Officer and Chief Financial Officer, of
the effectiveness of our disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) for the period
covered in this report.  Based upon that evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that, as
of the end of the period covered in this report, our disclosure controls and
procedures were not effective to ensure that information required to be
disclosed in reports filed under the Securities Exchange Act of 1934, as amended
(the "Exchange  Act") is recorded, processed, summarized and reported
within the required time periods and is accumulated and communicated to
our management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate  to allow timely decisions regarding
required disclosure.




Changes
in internal controls




During
the period covered by this report, there were no changes in our internal control
over financial reporting that materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.




6




PART II – OTHER INFORMATION




ITEM 1.  LEGAL PROCEEDINGS




Management
is not aware of any legal proceedings contemplated by any governmental authority
or any other party against us.  None of our directors, officers or
affiliates are (i) a party adverse to us in any legal proceedings, or (ii) have
an adverse interest to us in any legal proceedings.  Management is not
aware of any other legal proceedings that have been threatened against
us.




ITEM 1A. RISK FACTORS.




Not
applicable.




ITEM 2.  UNREGISTERED SALES OF EQUITY
SECURITIES AND USE OF PROCEEDS




None.




ITEM 3.  DEFAULTS UPON SENIOR
SECURITIES




None.




ITEM 4.  SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS




None.




ITEM 5.  OTHER INFORMATION




None.




ITEM 6.  EXHIBITS




ExhibitNumber
            ExhibitDescription31.1
            Certification of the Chief Executive Officer and Chief
      Financial Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act
      pursuant to Section 302 of the Sarbanes-Oxley Act of
      200232.1
            Certification of the Chief Executive Officer and Chief
      Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of
  2002




7




SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant
has duly caused this Quarterly Report to be signed on its behalf by the
undersigned thereunto duly authorized.





Chang-On International,
      Inc.By: /s/Guomin
      LiDate: May 19,
      2009
            Guomin
      LiPresident,
      Chief Executive Officer, Chief Financial Officer, Principal, Accounting
      Officer, Director





8