**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 **Washington,
        D.C. 20549**
 
 
 **FORM
        10-QSB**
 
 
 **x**
              Quarterly
                  Report Under Section 13 or 15(d) of The Securities Exchange Act
                  of 1934
                  for the Quarterly Period Ended **September 30,
                  2007**
 
 **o**
              Transition
                  Report Under 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 small business issuer as specified in its charter)
 
 
 **UTAH**
              
              **87-0302579**(State
                  or other jurisdiction of incorporation or organization)
              
              (IRS
                  Employer Identification No.)
  
 **514
        No. 18 Building**
 **Room
        517, No. 18 Building**
 **High
        New Technology Development**
 **Harbin,
        Heilongjiang Province, People’s Republic of China**
 (Address
        of principal executive offices)
 
  **86-451-82695010**
 (Issuer's
        telephone number)
 
 
 Check
        whether the issuer (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 required 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 shell company (as defined in rule
        12b-2 of the Exchange Act).
 Yes
o**No****x**
 
 Shares
        of
        common stock outstanding as of November 13,
        2007:**67,307,366**
 -
              1
              -
 *Table
              of Contents*
   **CAUTIONARY
        STATEMENT REGARDING FORWARD LOOKING INFORMATION**
 
 The
        discussion contained in this 10-QSB under the Securities Exchange Act of
        1934,
        as amended, contains forward-looking statements that involve risks and
        uncertainties. The issuer's actual results could differ significantly from
        those
        discussed herein. These include statements about our expectations, beliefs,
        intentions or strategies for the future, which we indicate by words or phrases
        such as "anticipate," "expect," "intend," "plan," "will," "we believe," "the
        Company believes," "management believes" and similar language, including
        those
        set forth in the discussions under "Notes to Financial Statements" and
        "Management's Discussion and Analysis or Plan of Operation" as well as those
        discussed elsewhere in this Form 10-QSB. We base our forward-looking statements
        on information currently available to us, and we assume no obligation to
        update
        them.
 
 
 **TABLE
        OF CONTENTS**
 
 **Page****PART
                  I. FINANCIAL INFORMATION**ITEM
                  1. FINANCIAL STATEMENTS
              3 -
                  10BALANCE
                SHEET(UNAUDITED)
              3STATEMENTS
                OF OPERATIONS(UNAUDITED)
              4STATEMENTS
                OF CASH FLOWS(UNAUDITED)
              5NOTES
                TO FINANCIAL STATEMENTS
              6 -
                  10ITEM
                  2. MANAGEMENT'’S DISCUSSION AND ANALYSIS
              11ITEM
                  3. CONTROLS AND PROCEDURES
              13**PART
                  II. OTHER INFORMATION**ITEM
                  6. EXHIBITS
              14SIGNATURES
              14
 
 
  -
            2
            -
 *Table
            of Contents*
  **PART
          I. FINANCIAL INFORMATION**
 
 **ITEM
        1. FINANCIAL STATEMENTS**
  The
          consolidated financial statements of Chang-On International, Inc. and
          subsidiaries (collectively, 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-KSB for the
          year ended December 31, 2006.
  **CHANG-ON
        INTERNATIONAL, INC. AND
        SUBSIDIARIES**
 (A
        Development Stage Company)
 **BALANCE
        SHEETS**
 (UNAUDITED)
 
 **September
                  30, 2007****ASSETS**Current
                  AssetsCash
                  (Note 4)
              
              $
              2,239Account
                  receivable
              
              
              13,412Prepaid
                  and other receivables
              
              
              426Inventories
              
              
              35,888Total
                  Current Assets
              
              
              51,965Property,
                  plant and equipment, net (Note 5)
              
              
              757,171Total
                  Assets
              
              $
              809,136**LIABILITIES
                  AND STOCKHOLDERS' EQUITY**Current
                  LiabilitiesTrade
                  accounts payable
              
              $
              15,635Accrued
                  expenses
              
              
              8,189Government
                  subsidy (Note 6)
              
              
              50,975Due
                  to shareholders (Note 7)
              
              
              602,478Total
                  Current Liabilities
              
              
              677,277Minority
                  interest
              
              
              44,085Stockholders'
                  EquityCommon
                  stock, par value $0.001, authorized100,000,000
                  shares, issue and outstanding67,307,366
                  shares (Note 8)
              
              
              67,307Additional
                  paid in capital (Note 8)
              
              
              2,708,602Deficit
              
              
              (1,099,457
              )Deferred
                  Compensation (Note 9)
              
              
              (1,607,500
              )Accumulated
                  comprehensive income
              
              
              18,822Stockholders'
                  equity
              
              
              87,774Total
                  Liabilities and Owners' Equity
              
              $
              809,136
 
  See
        Notes
        to Financial Statements.
 
 -
              3
              -
 *Table
              of Contents*
 
 **CHANG-ON
        INTERNATIONAL, INC. AND
        SUBSIDIARIES**
 (A
        Development Stage Company)
 **STATEMENTS
        OF OPERATIONS**
 (UNAUDITED)
 
 For
                  the Three Months Ended
                September
                  30,
              
              
              For
                  the Nine Months Ended
                September
                  30,
              
              
              For
                  the Period November 26, 2004 (inception) to September 30,2007
              
              
              2006
              
              
              2007
              
              
              2006
              
              
              2007Net
                  sales
              
              $
              90
              
              
              $
              33,696
              
              
              $
              12,329
              
              
              $
              33,696
              
              
              $
              55,352Cost
                  of sales
              
              
              (67
              )
              
              
              (22,005
              )
              
              
              (9,258
              )
              
              
              (22,005
              )
              
              
              (39,672
              )**Gross
                  Profit**
              
              
              23
              
              
              
              11,691
              
              
              
              3,071
              
              
              
              11,691
              
              
              
              15,680ExpensesSalaries
              
              
              21,124
              
              
              
              4,133
              
              
              
              45,010
              
              
              
              8,788
              
              
              
              77,152Transportation
              
              
              1,138
              
              
              
              439
              
              
              
              2,490
              
              
              
              439
              
              
              
              5,266Office
                  equipment
              
              
              123
              
              
              
              1,478
              
              
              
              389
              
              
              
              1,979
              
              
              
              4,609Water,
                  electricity and gas
              
              
              18,282
              
              
              
              148
              
              
              
              45,349
              
              
              
              148
              
              
              
              54,896Other
                  expenses
              
              
              2,827
              
              
              
              1,079
              
              
              
              13,897
              
              
              
              1,605
              
              
              
              29,272Advertisement
              
              
              65
              
              
              
              189
              
              
              
              65
              
              
              
              189
              
              
              
              555Rent
                  expense
              
              
              -
              
              
              
              6
              
              
              
              -
              
              
              
              1,923
              
              
              
              3,811Depreciation
              
              
              15,820
              
              
              
              12,896
              
              
              
              46,719
              
              
              
              16,210
              
              
              
              86,785R
                  & D expense
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              22,578Gain on disposal of fixed assets
              
              
              (56
              )
              
              
              -
              
              
              
              (7,680
              )
              
              
              -
              
              
              
              (7,680
              )Stock
                  compensation
              
              
              361,667
              
              
              
              -
              
              
              
              792,500
              
              
              
              -
              
              
              
              323,125Intangibles
                  writedown
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              241,639**Total
                  Expenses**
              
              
              420,990
              
              
              
              20,368
              
              
              
              938,739
              
              
              
              31,281
              
              
              
              842,008Loss
                  before provision for income tax, comprehensive income and minority
                  interest
              
              
              (420,967
              )
              
              
              (8,677
              )
              
              
              (935,668
              )
              
              
              (19,590
              )
              
              
              (826,328
              )Income
                  tax provision
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Loss
                  before minority interest comprehensive income
              
              
              (420,967
              )
              
              
              (8,677
              )
              
              
              (935,668
              )
              
              
              (19,590
              )
              
              
              (826,328
              )Minority
                  interest
              
              
              23,132
              
              
              
              3,384
              
              
              
              55,849
              
              
              
              7,640
              
              
              
              196,262Loss
                  before comprehensive income
              
              
              (397,835
              )
              
              
              (5,293
              )
              
              
              (879,819
              )
              
              
              (11,950
              )
              
              
              (630,066
              )Foreign
                  exchange gain (loss)
              
              
              1,894
              
              
              
              1,300
              
              
              
              7,471
              
              
              
              5,158
              
              
              
              18,822Net
                  gain (loss)
              
              $
              (395,941
              )
              
              $
              (3,993
              )
              
              $
              (872,348
              )
              
              $
              (6,792
              )
              
              $
              (611,244
              )Basic
                  and Fully Diluted Earnings per Share
              
              $
              --
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -Weighted
                  average shares outstanding
              
              
              65,307,366
              
              
              
              61,307,366
              
              
              
              65,307,366
              
              
              
              61,307,366
 
  See
        Notes
        to Financial Statements.
 
  -
            4
            -
 *Table
            of Contents*
  **CHANG-ON
        INTERNATIONAL, INC. AND
        SUBSIDIARIES**
 (A
        Development Stage Company)
 **STATEMENTS
        OF CASH FLOWS**
 (UNAUDITED)
  **For
                    the Nine Months Ended**
                  **September
                    30, 2007**
                
                
                **For
                    the Nine Months Ended**
                  **September
                    30, 2006**
                
                
                **For
                    the Period November 26, 2004 (inception) to**
                  **September
                    30, 2007****Operating
                    Activities:**Net gain (loss)
                
                $
                (872,348
                )
                
                $
                (6,792
                )
                
                $
                (611,244
                )Adjustments
                    to reconcile net loss to net cash used by operations:Depreciation (cost and expense)
                
                
                47,387
                
                
                
                16,210
                
                
                
                90,643Impairment loss on intangible assets
                
                
                -
                
                
                
                -
                
                
                
                241,639Gain on disposal of fixed assets
                
                
                (7,680
                )
                
                
                -
                
                
                
                (7,680
                )Stock issued for consulting
                
                
                792,500
                
                
                
                -
                
                
                
                323,125Minority interest (loss)
                
                
                (55,849
                )
                
                
                (7,640
                )
                
                
                (196,262
                )Changes
                    in operating assets and liabilities:(Increase)/decrease in account receivable
                
                
                (6,031
                )
                
                
                -
                
                
                
                (13,412
                )(Increase)/decrease in prepaid and other receivables
                
                
                2,111
                
                
                
                -
                
                
                
                (426
                )(Increase)/decrease in inventory
                
                
                (17,306
                )
                
                
                (7,042
                )
                
                
                (35,888
                )Increase/(decrease) in accounts payable
                
                
                (55,686
                )
                
                
                72,070
                
                
                
                15,635Increase/(decrease) in deferred revenue
                
                
                -
                
                
                
                2,581
                
                
                
                -Increase/(decrease) in accrued expenses
                
                
                (2,022
                )
                
                
                6,459
                
                
                
                8,189Decrease in government subsidy
                
                
                -
                
                
                
                (50,580
                )
                
                
                (50,038
                )Net
                    cash used by operating activities
                
                
                (174,924
                )
                
                
                25,266
                
                
                
                (235,719
                )**Investing
                    Activities**Purchase of fixed assets
                
                
                (106,895
                )
                
                
                (549,346
                )
                
                
                (709,758
                )Loan to shareholders
                
                
                -
                
                
                
                -
                
                
                
                (24,659
                )Repay of loan to shareholders
                
                
                -
                
                
                
                22,129
                
                
                
                24,659Net
                    cash (used) by investing activities
                
                
                (106,895
                )
                
                
                (527,217
                )
                
                
                (709,758
                )**Financing
                    Activities**Distribution to shareholders
                
                
                -
                
                
                
                (24,994
                )
                
                
                (24,994
                )Capital contribution
                
                
                -
                
                
                
                249,938
                
                
                
                274,103Proceeds from government subsidy
                
                
                -
                
                
                
                -
                
                
                
                99,130Proceeds from shareholder loans
                
                
                230,283
                
                
                
                270,114
                
                
                
                614,186Repay of shareholder loans
                
                
                (11,708
                )
                
                
                -
                
                
                
                (11,708
                )Net
                    cash provided by financing activities
                
                
                218,575
                
                
                
                495,058
                
                
                
                950,717Effect
                    of exchange rate changes on cash
                
                
                1,414
                
                
                
                -
                
                
                
                (3,001
                )Increase(decrease) in cash
                
                
                (61,830
                )
                
                
                (6,893
                )
                
                
                2,239Cash at beginning of period
                
                
                64,069
                
                
                
                103,944
                
                
                
                -**Cash
                    at end of period**
                
                $
                2,239
                
                
                $
                97,051
                
                
                $
                2,239**Supplemental
                    Cash Flow Information:**Interest received (paid) during the year
                
                $
                173
                
                
                $
                253
                
                
                $
                433**Non-Cash
                    Financing Activities:**Contribution of patent for equity
                
                $
                -
                
                
                $
                -
                
                
                $
                241,639Contribution of fixed assets for equity
                
                $
                -
                
                
                $
                -
                
                
                $
                125,497Stock issued in exchange for consulting services
                
                $
                2,400,000
                
                
                $
                -
                
                
                
                2,400,000
    See
        Notes
        to Financial Statements.
 
 
  -
            5
            -
 *Table
            of Contents*
  **CHANG-ON
        INTERNATIONAL, INC.AND
        SUBSIDIARIES**
 (A
        Development Stage Company)
 **NOTES
        TO 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.
 
 As
        a
        result of the Agreement, the transaction was treated for accounting purposes
        as
        a recapitalization and reverse merger by the accounting acquirer (Hongbo)
        and as
        a reorganization of the legal acquirer (Gold Standard). Accordingly, the
        financial statements include the following:
 
 The
        balance sheet consists of the net assets of the acquirer at historical cost;
        and
 
 The
        statement of operations include the operations of the acquirer for the years
        presented and the operations of the acquiree from the date of the
        merger.
 
 The
        Company is considered to be a development stage company, as it has not generated
        substantial revenues from operations.
 
 **Note
        2 - GOING CONCERN**
 
 As
        of
        September 30, 2007, the Company had incurred accumulated losses of $1,099,457
        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.
        Management believes that the above actions will allow the Company to continue
        operations through the next fiscal year.
 
 **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.
 
 lPrinciples
        of
        Consolidation
 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 Renminbi (“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.
 
 -
            6
            -
 *Table
            of Contents*
  **CHANG-ON
          INTERNATIONAL, INC.AND
          SUBSIDIARIES**
 (A
          Development Stage Company)
 **NOTES
          TO FINANCIAL STATEMENTS**
 (UNAUDITED)
  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, 2007, 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 Renminbi (“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.
 
 lNew
        Accounting
        Pronouncements
 
 In
          February 2007, the FASB issued Statement of Financial Accounting Standards
          No. 159, “The Fair Value Option for Financial Assets and Financial
          Liabilities-Including an amendment of FASB Statement No. 115,
          (“SFAS No. 159”). SFAS No. 159 permits entities to choose to
          measure many financial instruments and certain other items at fair value.
          Most
          of the provisions of this Statement apply only to entities that elect the
          fair
          value option. However, the amendment to FASB Statement No. 115, “Accounting
          for Certain Investments in Debt and Equity Securities,”
(“SFAS No. 115”), applies to all entities with available-for-sale and
          trading securities. SFAS No. 159 is effective for the Company’s
          consolidated financial statements for the annual reporting period beginning
          after November 15, 2007. The Company is currently evaluating the impact of
          this new pronouncement on its consolidated financial
          statements.
 
 -
            7
            -
 *Table
            of Contents*
  **CHANG-ON
          INTERNATIONAL, INC.AND
          SUBSIDIARIES**
 (A
          Development Stage Company)
 **NOTES
          TO FINANCIAL STATEMENTS**
 (UNAUDITED)
  lInterim
        Financial
        Information
 
 The
        unaudited interim financial statements have been prepared in accordance with
        United States generally accepted accounting principles for interim financial
        information. In the opinion of management, all adjustments considered necessary
        for a fair presentation of the financial position, results of operations
        and
        cash flows as at September 30, 2007, and 2006, have been included. Readers
        of
        these financial statements should note that the interim results for the nine
        months period ended September 30, 2007, are not necessarily indicative of
        the
        results that may be expected for the fiscal year as a whole.
 
 **Note
        4 - CASH**
 
 Cash
        consists of the following:
 
 **September
                  30, 2007**Cash
                  on hand
              
              $
              118Cash
                  in bank
              
              
              2,121$
              2,239
 
 **Note
        5 - PROPERTY, PLANT AND EQUIPMENT**
 
 Property,
        Plant and Equipment consist of the following:
 
 **September
                  30, 2007**Machinery
                  and Equipment
              
              $
              643,251Office
                  Equipment
              
              
              6,968Vehicle
              
              
              6,253Construction
                  in Progress
              
              
              194,646Less:
                  Accumulated Depreciation
              
              
              (93,947
              )$
              757,171
 
 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%
 
 **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 September 30, 2007 the Company had not used $50,975 of
        the
        subsidy.
 
 -
            8
            -
 *Table
            of Contents*
  **CHANG-ON
          INTERNATIONAL, INC.AND
          SUBSIDIARIES**
 (A
          Development Stage Company)
 **NOTES
          TO FINANCIAL STATEMENTS**
 (UNAUDITED)
  **Note
        7 - DUE TO SHAREHOLDERS**
 
 Due
        to
        Shareholders consists of the following:
 
 **September
                  30, 2007**Su,
                  Zhensheng
              
              $
              -Li,
                  Yukun
              
              
              14,942Li,
                  Guomin
              
              
              585,613Zhou,
                  Qingwei
              
              
              1,923$
              602,478
 
 Su,
        Zensheng and Li, Yukun were shareholders of Hongbo from July 2004 to June
        2006.
        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 the Company respectively. On September
        30,
        2007, Li, Guomin and Zhou Qingwei hold 10,000,000 and 0 shares
        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
        September 30, 2007.
 
 **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 Apr 2007. The fair market value amounted
        to
        $360,000, which is being amortized over the term of the agreement.
 
 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
        Apr 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 Apr 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 Apr 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 Apr 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 Apr 2007. The fair
        market
        value amounted to $480,000, which is being amortized over the term of the
        agreement.
 
 For
        the
        nine months ended September 30, 2007, $792,500 of the above stock compensation
        was charged to operating expenses and $1,607,500 was recorded as deferred
        compensation.
 
 **Note
        10 - FAIR VALUE OF FINANCIAL INSTRUMENTS**
  The
        carrying amounts of cash and cash equivalents, accounts receivable and
        accounts payable are reasonable estimates of their value due to the short
        term
        maturity of these instruments.
 
 -
            9
            -
 *Table
            of Contents*
  **CHANG-ON
          INTERNATIONAL, INC.AND
          SUBSIDIARIES**
 (A
          Development Stage Company)
 **NOTES
          TO FINANCIAL STATEMENTS**
 (UNAUDITED)
   **Note
        11 - GEOGRAPHIC INFORMATION**
  All
        of
        the Company's sales and all of the Company's long-lived assets are located
        in
        the PRC.
 
 **Note
        12 - 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.
 
 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
        13 - 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 September 30, 2007 and 2006.
 
 **NOTE
        14 - 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.
 
 
  -
            10
            -
 *Table
            of Contents*
  **ITEM
        2.    MANAGEMENT'S DISCUSSION AND
        ANALYSIS**
 
 As
        used
        herein the terms "we", "us", "our," the “Registrant,” and the "Company" means,
        Chang-On International, Inc., a Utah corporation.
 
 **RESULTS
        OF
        OPERATIONS**
 
 Chang-On
        International 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 the People’s Republic of China.  Hongbo was
        organized in November 2004.  Until September 2006, it was entirely engaged
        in developing its technology and the factory where its products will be
        produced.  From September to December 2006, it completed its first sales,
        realizing $43,023 in revenue from the sale of SF wallboard.  In the first
        nine months of 2007, however, Hongbo had only one sale – for $12,239.
 Because Hongbo has not yet produced significant revenue, it is still a
“development stage company” for financial reporting purposes.
 
 Our
        factory has now been developed to the point where we are capable of producing
        1,430 tons of SF materials per year.  Full production, therefore, would
        yield annual revenues of approximately $900,000, based on our present quoted
        price of $625 per ton.  At the present time, however, our backlog of firm
        orders is only $400,000. We are actively engaged in negotiations with a
        number of large construction companies located near our plant in Harbin,
        China.
 But we do not anticipate that full utilization of our facility will occur
        until December, 2007.  Until then, we will be focused on completing the
        build-out of our factory and organizing our marketing program.
 
 When
        full
        production does commence, we anticipate that a number of factors will help
        us to
        achieve profitability:
 
 ·
              The
                  cost of our raw materials, relative to the resale price of our
                  product, is
                  modest.  We currently pay $50 to $62 per ton to have waste plastic
                  separated from other trash for us, and we obtain coal ash free-of-charge.
                   We pay less than $3 per ton to have the waste products transported
                  to our plant.  So the efficiency of our plant operations will be the
                  primary factor in determining our gross
                  profit.
 
 ·
              Because
                  of our low cost of production, our SF materials will be sold at
                  prices
                  substantially below the prices of the products they replace.  For
                  example, our quoted price for SF material is now less than 50%
                  of the
                  prevailing price of PVC.  This disparity should give us flexibility
                  to increase prices without significantly hindering sales, if our
                  initial
                  operations prove unprofitable.
 
 ·
              Our
                  operations are looked on with favor by the Chinese government,
                  which has
                  become very conscious of the need to improve the environmental
                  condition
                  of China.  One result of the government’s support for us has been a
                  five year exemption from income tax.
 
 Until
        the
        quarter ended September 30, 2007, we incurred only modest expenses. During
        the
        quarter ended June 30, 2007, however, we issued 6,000,000 shares of common
        stock
        to six consultants, who will provide us various services needed in order
        to
        implement our business plan. We recorded the fair market value of those shares
        ($2,400,000) as deferred compensation, a reduction to shareholders’ equity. We
        will amortize the deferred compensation as expenses over the lives of the
        six
        consulting agreements, which range from one to three years. In the quarter
        ended
        September 30, 2007, we incurred Stock Compensation expense in this manner
        totaling $361,667. We will incur similar expenses until the full deferred
        compensation is amortized, although the magnitude of the expense will be
        reduced
        after March 31, 2008 and again after March 31, 2009.
 
 Until
        we
        achieve full production, we will not know with certainty whether our operations
        will be profitable.  In addition, in order to achieve a significant level
        of revenue and income, it will be necessary for us to expand our facilities
        and
        our product lines, and expansion could introduce problems that might hinder
        our
        efforts to achieve profitability.  At this time, due to the $1.6 million in
        deferred stock compensation that we will amortize over the next 30 months,
        we
        cannot predict when we will achieve profitable operations.  Nevertheless,
        our expectation at this time is that by June 2008 we will have achieved a
        level
        of operations that will enable us to report positive cash flow. To fulfill
        our
        expectation, however, it will be necessary that we obtain working capital
        in the
        near future.
 
 Our
        statement of operations records an adjustment for “minority interest.” For the
        first nine months of 2007 the minority interest adjustment reduced our net
        loss
        by $55,849. This represents the reversal of the portion of the loss incurred
        by
        our operating subsidiary, Hongbo, that is attributable to the 39% of Hongbo
        in
        which Chang-On International has no equity interest. If Hongbo realizes income
        in the future, a proportionate reduction in our consolidated income will
        be
        recorded for the same reason.
 
 Our
        business operates entirely in Chinese Renminbi, but we report our results
        in our
        SEC filings in U.S. Dollars. The conversion of our accounts from RMB to Dollars
        results in translation adjustments, which are reported as a middle step between
        net income and comprehensive income. The net income or net loss is added
        to the
        retained earnings on our balance sheet; while the translation adjustment
        is
        added to a line item on our balance sheet labeled “accumulated other
        comprehensive income,” since it is more reflective of changes in the relative
        values of U.S. and Chinese currencies than of the success of our business.
        For
        the first nine months of 2007 we recorded $7,471 in unrealized gains on foreign
        currency translation.
 
 -
            11
            -
 *Table
            of Contents*
   **Liquidity
        and Capital Resources**
 
 Our
        operations to date have been funded primarily by contributions and loans
        from
        our shareholders. As a result, at September 30, 2007, we owed $602,478 to
        present and past shareholders of Hongbo, primarily to Li Guomin, our Chairman.
        The loans are all demand loans, which will be paid when cash flow from our
        operations is sufficient that repayment will not interfere with the Company’s
        business.
 
 In
        addition to the funds provided by our shareholders, the Heilongjiang Province
        People’s Government provided us a grant of $100,000 to develop our factory. As
        of September 30, 2007, we had used $49,025 from those funds. The remaining
        $50,975 is recorded on our books as a liability, because we are required
        to
        repay it to the People’s Government if we do not use it as
        intended.
 
 Our
        auditors have expressed in their report on our financial statements for the
        year
        ended December 31, 2006 substantial doubt as to our ability to continue as
        a
        going concern. Their doubt is based on the fact that our expenses exceed
        our
        revenues and the fact that at December 31, 2006, our balance sheet showed
        a
        working capital deficit of $421,958. The working capital deficit had increased
        to $625,312 by September 30, 2007. However, if the debt to Li Guomin and
        the
        unused portion of the People’s Government grant are eliminated from the
        calculation, the deficit is likewise eliminated, as we have only $23,824
        in
        other liabilities. Nevertheless, in order for us to achieve full production,
        it
        will be necessary that we obtain funds for working capital. We are currently
        pursuing funding opportunities. But at the present time, we have received
        no
        commitment from any source.
 
 Our
        business plan contemplates that by the end of 2007, we will have expanded
        our
        factory from its current production capacity of 1,430 tons of SF material
        to a
        full production capacity of 5,000 tons. We also plan to increase our staff
        from
        the current level of 52 employees to 200 employees. In addition, our business
        plan calls for investment in new product development and the organization
        of a
        marketing program. To fully achieve our goals, we anticipate a need for $6
        million in additional capital.
 
 **Off-Balance
        Sheet Arrangements**
 
 We
        do not
        have any off-balance sheet arrangements that have or are reasonably likely
        to
        have a current or future effect on our financial condition or results of
        operations.
 
 ***Risk
        Factors That May Affect Future Results***
 
 You
        should carefully consider the risks described below before buying our common
        stock. If any of the risks described below actually occurs, that event could
        cause the trading price of our common stock to decline, and you could lose
        all
        or part of your investment.
 
 *Because
        we have a very limited history of operations, unexpected factors may hamper
        our
        efforts to implement our business plan.*
 
 We
        recorded our first sale in 2006 and recorded only one modest sale in the
        first
        nine months of 2007. To date, our marketing efforts have produced only a
        limited
        number of orders. For this reason, we have no experience with high volume
        production nor a meaningful sample of customer reactions to our products.
         Problems with production or marketing may occur that we have not
        anticipated, which would interfere with our business, and prevent us from
        achieving profitability.
 
 *Competition
        from well-capitalized enterprises could prevent us from achieving a significant
        market position.*
 
 The
        construction materials industry in China includes a number of large,
        well-capitalized companies. Any one or more of these could be attracted by
        any
        success we achieve, and develop similar products. If a well-capitalized company
        directed its financial strength toward competition with us, it could achieve
        economies of scale that might permit it to market its products at lower prices
        than ours. If this occurred before we had established a significant market
        awareness of our brand, we might be unable to compete effectively, and would
        be
        unable to achieve profitability.
 
 *A
        recession in China could significantly hinder our growth*.
 
 The
        success of our efforts to compete in the market for construction materials
        in
        China will depend on continuation of recent improvements in the Chinese economy.
        For the past several years, the Chinese economy has grown at a relatively
        rapid
        rate, and the construction industry has been very active. If the economy
        were to
        contract and capital become less available, the demand for our products would
        be
        diminished. Many financial commentators expect a recession to occur in China
        in
        the near future. The occurrence of a recession could significantly hinder
        our
        efforts to implement our business plan.
 
 *Our
        business and growth will suffer if we are unable to hire and retain key
        personnel that are in high demand.*
 
 Our
        future success depends on our ability to attract and retain highly skilled
        engineers, technicians, manufacturing specialists, and marketing personnel.
         In general, qualified individuals are in high demand in China, and there
        are insufficient experienced personnel to fill the demand. In a specialized
        scientific field, such as ours, the demand for qualified individuals is even
        greater. If we are unable to successfully attract or retain the personnel
        we
        need to succeed, we will be unable to implement our business plan.
 
 -
            12
            -
 *Table
            of Contents*
  *We
        may have difficulty establishing adequate management and financial controls
        in
        China.*
 
 The
        People’s Republic of China has only recently begun to adopt the management and
        financial reporting concepts and practices that investors in the United States
        are familiar with. We may have difficulty in hiring and retaining employees
        in
        China who have the experience necessary to implement the kind of management
        and
        financial controls that are expected of a United States public company. If
        we
        cannot establish such controls, we may experience difficulty in collecting
        financial data and preparing financial statements, books of account and
        corporate records and instituting business practices that meet U.S.
        standards.
 
 *Government
        regulation may hinder our ability to function efficiently*.
 
 The
        national, provincial and local governments in the People’s Republic of China are
        highly bureaucratized. The day-to-day operations of our business require
        frequent interaction with representatives of the Chinese government
        institutions. The effort to obtain the registrations, licenses and permits
        necessary to carry out our business activities can be daunting. Significant
        delays can result from the need to obtain governmental approval of our
        activities. These delays can have an adverse effect on the profitability
        of our
        operations. In addition, compliance with regulatory requirements applicable
        to
        organic farming and production may increase the cost of our operations, which
        would adversely affect our profitability.
 
 *Capital
        outflow policies in China may hamper our ability to pay dividends to
        shareholders in the United States.*
 
 The
        People’s Republic of China has adopted currency and capital transfer
        regulations. These regulations require that we comply with complex regulations
        for the movement of capital. Although Chinese governmental policies were
        introduced in 1996 to allow the convertibility of RMB into foreign currency
        for
        current account items, conversion of RMB into foreign exchange for capital
        items, such as foreign direct investment, loans or securities, requires the
        approval of the State Administration of Foreign Exchange. We may be unable
        to
        obtain all of the required conversion approvals for our operations, and Chinese
        regulatory authorities may impose greater restrictions on the convertibility
        of
        the RMB in the future. Because most of our future revenues will be in RMB,
        any
        inability to obtain the requisite approvals or any future restrictions on
        currency exchanges will limit our ability to pay dividends to our
        shareholders.
 
 *Currency
        fluctuations may adversely affect our operating results.*
 
 Hongbo
        generates revenues and incurs expenses and liabilities in Renminbi, the currency
        of the People’s Republic of China. However, as a subsidiary of Gold Standard, it
        will report its financial results in the United States in U.S. Dollars. As
        a
        result, our financial results will be subject to the effects of exchange
        rate
        fluctuations between these currencies. From time to time, the government
        of
        China may take action to stimulate the Chinese economy that will have the
        effect
        of reducing the value of Renminbi.  In addition, international currency
        markets may cause significant adjustments to occur in the value of the Renminbi.
        Any such events that result in a devaluation of the Renminbi versus the U.S.
        Dollar will have an adverse effect on our reported results. We have not entered
        into agreements or purchased instruments to hedge our exchange rate
        risks.
 
 *We
        have limited business insurance coverage.*
 
 The
        insurance industry in China is still at an early stage of development. Insurance
        companies in China offer limited business insurance products, and do not,
        to our
        knowledge, offer business liability insurance. As a result, we do not have
        any
        business liability insurance coverage for our operations. Moreover, while
        business disruption insurance is available, we have determined that the risks
        of
        disruption and cost of the insurance are such that we do not require it at
        this
        time. Any business disruption, litigation or natural disaster might result
        in
        substantial costs and diversion of resources.
 
 *Chang-On
        International is not likely to hold annual shareholder meetings in the next
        few
        years.*
 
 Management
        does not expect to hold annual meetings of shareholders in the next few years
        due to the expense involved. The current members of the Board of Directors
        were
        appointed to that position by the previous directors. If other directors
        are
        added to the Board in the future, it is likely that the current directors
        will
        appoint them. As a result, the shareholders of Chang-On International will
        have
        no effective means of exercising control over the operations of Chang-On
        International.
 
 **ITEM
        3. CONTROLS AND PROCEDURES.**
 
 *Evaluation
        of Disclosure Controls and Procedures*. Li Guomin, our Chief Executive
        Officer and Chief Financial Officer, carried out an evaluation of the
        effectiveness of the Company’s disclosure controls and procedures as of
        September 30, 2007. Pursuant to Rule13a-15(e) promulgated by the Securities
        and
        Exchange Commission pursuant to the Securities Exchange Act of 1934, “disclosure
        controls and procedures” means controls and other procedures that are designed
        to insure that information required to be disclosed by the Company in the
        reports that it files with the Securities and Exchange Commission is recorded,
        processed, summarized and reported within the time limits specified in the
        Commission’s rules. “Disclosure controls and procedures” include, without
        limitation, controls and procedures designed to insure that information the
        Company is required to disclose in the reports it files with the Commission
        is
        accumulated and communicated to our Chief Executive Officer and Chief Financial
        Officer as appropriate to allow timely decisions regarding required disclosure.
        Based on his evaluation, Mr. Li concluded that the Company’s system of
        disclosure controls and procedures was effective as of September 30, 2007
        for
        the purposes described in this paragraph.
 *Changes
          in Internal Controls*. There was no change in internal controls over
          financial reporting (as defined in Rule 13a-15(f) promulgated under the
          Securities Exchange Act or 1934) identified in connection with the evaluation
          described in the preceding paragraph that occurred during the Company’s second
          fiscal quarter that has materially affected or is reasonably likely to
          materially affect the Company’s internal control over financial
          reporting.
  -
            13
            -
 *Table
            of Contents*
   **PART
        II. OTHER INFORMATION**
 
 **ITEM
        6. EXHIBITS**
 
 31
              Rule
                  13a-14(a) Certification32
              Rule
                  13a-14(b)
                  Certification
 
   **SIGNATURES**
 
 
 Pursuant
        to the requirements of the Securities Exchange Act of 1934, the Registrant
        has
        duly caused this Report to be signed on its behalf by the undersigned thereunto
        duly authorized.
 
  **CHANG-ON
                  INTERNATIONAL, INC.**Date:
                  November 14, 2007
              By:
              **/s/ Li
                  Guomin**Li
                  Guomin, Chief Executive Officer and Chief Financial
                  Officer
 
  -
            14
            -
 *Table
            of
            Contents*