UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



FORM 10-Q/A (amendment no. 2)



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



For the quarterly period ended December 31, 2010



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 000-54100

DUNHUANG TREASURES LIMITED

(Exact name of registrant as specified in its charter)



British Virgin Islands

none



(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification Number)



4519 Admiralty Way, Suite A, Marina del Rey, California

90292

(address of principal executive offices)

(Zip Code)

Registrants telephone number: (310) 482-6940



Indicate by check mark whether registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding  12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  o Yes  xNo



Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   xYes o No



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



|Large accelerated filer                                           | o | Accelerated filer         | o
|----------------------------------------------------------------- | - | ------------------------- | -
|Non-accelerated filer (Do not check if smaller reporting company) | 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).  x Yes  o No



APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.



There were  400,000 shares of common stock issued and outstanding as of February 14, 2011.























DUNHUANG TREASURES LIMITED



(A Development Stage Enterprise)



Unaudited Financial Statements



For the Three and Six Months Ended December 31, 2010 and the

Period of June 11, 2010 (Inception) to December 31, 2010



|                                                                                                                                                          | PART  I  FINANCIAL INFORMATION | Page(s)
|--------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------- | -------
|                                                                                                                                                          | Item 1.  Financial Statements   |        
|Condensed Balance Sheets as of December 31, 2010 and June 30, 2010                                                                                        | F-2                            
|                                                                                                                                                          |                                 |        
|Condensed Statements of Operations for the three and six months ended December 31, 2010, and the period of June 11, 2010 (Inception) to December 31, 2010 | F-3                            
|                                                                                                                                                          |                                 |        
|Condensed Statements of Cash Flows for the six months period ended December 31, 2010, and the period of June 11, 2010 (Inception) to December 31, 2010    | F-4                            
|                                                                                                                                                          |                                 |        
|Notes to the Unaudited Financial Statements                                                                                                               | F5-6                           



Item 2.  Managements Discussion and Analysis of Financial Condition and Results of Operations



Item 3.  Quantitative and Qualitative Disclosures About Market Risk



Item 4.  Controls and Procedures



PART II  OTHER INFORMATION



Item 1.

Legal Proceedings



Item 1A.    Risk Factors



Item 2.       Unregistered Sales of Equity Securities and Use of Proceeds



Item 3.        Defaults Upon Senior Securities



Item 4.        Removed and Reserved



Item 5.        Other Information



Item 6.

Exhibits



Signatures























|DUNHUANG TREASURES LIMITED                          
|----------------------------------------------------
|(A Development Stage Enterprise)                    
|Condensed Balance Sheets                            
|                                                    
|                                                    
|                                                    
|                                                    
|ASSETS                                              
|                                                    
|Current assets                                      
|                                                    
|Total current assets                                
|                                                    
|Total assets                                        
|                                                    
|LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY      
|                                                    
|Current Liabilities                                 
|Accounts Payable:                                   
|Accrued Accounting Expense                          
|                                                    
|Total Accounts Payable:                             
|                                                    
|Total liabilities (All Current)                     
|                                                    
|Stockholders' (Deficit) Equity                      
|                                                    
|                                                    
|                                                    
|Total stockholders' (deficit) equity                
|                                                    
|Total liabilities and stockholders' (deficit) equity
|                                                    
|See accompanying notes to financial statements      
|                                                    
|                                                    
|F-2                                                 























|DUNHUANG TREASURES LIMITED                    
|----------------------------------------------
|(A Development Stage Enterprise)              
|Condensed Statements of Operations            
|                                              
|                                              
|                                              
|Revenue                                       
|                                              
|Expenses                                      
|                                              
|                                              
|Total expenses                                
|                                              
|Net loss                                      
|                                              
|Basic and diluted loss 
per common share      
|                                              
|Weighted average shares 
outstanding          
|                                              
|                                              
|See accompanying notes to financial statements
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|F-3                                           
|                                              
|                                              



































|DUNHUANG TREASURES LIMITED                    
|----------------------------------------------
|(A Development Stage Enterprise)              
|Condensed Statements of Cash Flows            
|                                              
|                                              
|Cash flows from operating activities          
|Net loss                                      
|Adjustments to reconcile net loss to net      
|cash used by operating activities             
|Changes in operating assets and liabilities:  
|accrued expenses                              
|Net cash used in operating activities         
|                                              
|Cash flows from investing activities          
|                                              
|Cash flows from financing activities          
|Proceeds from sale of stock                   
|Net cash provided by financing activities     
|                                              
|Net change in cash                            
|                                              
|Cash at beginning of period                   
|                                              
|Cash at end of period                         
|                                              
|Supplemental cash flow Information:           
|Cash paid for interest                        
|Cash paid for income taxes                    
|                                              
|See accompanying notes to financial statements
|F-4                                           











Dunhuang Treasures Limited

(A Development Stage Enterprise)

Notes to Unaudited Financial Statements

For the Three and Six Months Ended December 31, 2010 and the

Period of June 11, 2010 (Inception) to December 31, 2010



NOTE 1  CONDENSED FINANCIAL STATEMENTS



The Company was organized in the British Virgin Islands on June 11, 2010 under the same name. The Company is a development stage Company.  The Company is in the development stage as defined in Financial Accounting Standards Board Accounting Standards Codification ("ASC") Topic 915 "Development Stage Entities".  The fiscal year end is June 30.



The Company filed a Form 10 registration statement on August 30, 2010 with the Securities and Exchange Commission (SEC) pursuant to Section 12(g) of the Securities Exchange Act of 1934.  The registration statement has become effective as of October 29, 2010.



The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at December 31, 2010, and for all periods presented herein, have been made.



Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Companys June 30, 2010 audited financial statements.  The results of operations for the periods ended December 31, 2010 is not necessarily indicative of the operating results for the full years.



NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



A summary of significant accounting policies of Dunhuang Treasures Limited (the Company), a Company organized in the British Virgin Islands (A Development Stage Company) (The Company) is presented to assist in understanding The Companys financial statements. The accounting policies presented in these footnotes conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the accompanying financial statements. These financial statements and notes are representations of the Companys management who are responsible for their integrity and objectivity. The Company has not realized revenues from its planned principal business purpose and is considered to be in its development state in accordance with ASC 915, Development Stage Entities, formerly known as SFAS 7, Accounting and Reporting by Development State Enterprises.















F-5













Dunhuang Treasures Limited

(A Development Stage Enterprise)

Notes to Unaudited Financial Statements

For the Three and Six Months Ended December 31, 2010 and the

Period of June 11, 2010 (Inception) to December 31, 2010



NOTE 3  GOING CONCERN AND PLAN OF OPERATION



The Company's financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.   The Company is in the development stage and has not earned any revenues from operations to date. These conditions raise substantial doubt about its ability to continue as a going concern.



The Company is currently devoting its efforts to locating merger candidates.  The Company's ability to continue as a going concern is dependent upon its ability to develop additional sources of capital, locate and complete a merger with another Company, and ultimately, achieve profitable operations. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties.



NOTE 4 - STOCKHOLDERS EQUITY  COMMON AND PREFERRED STOCK



The authorized common stock of the Company consists of 1,000,000,000 shares with no par value and the authorized preferred stock of the Company consists of 100,000,000 shares with no par value.  On June 11, 2010, the Company authorized the issuance of 400,000 shares of its no par value common stock at $0.015 per share in consideration of $6,000 in cash.



NOTE 5  SUBSEQUENT EVENTS



The Company has evaluated subsequent events through the date of this filing and determined there are no events to disclose.



Item 2.  Managements Discussion and Analysis of Financial Condition and Results of Operations.



Forward Looking Statement Notice



Certain statements made in this Quarterly Report on Form 10-Q are forward-looking statements  regarding the plans and objectives of management for future operations.  Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Dunhuang Treasures Limited (we, us, our or the Company) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company's plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company.  Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Quarterly Report will prove to be accurate.  In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.



F-6







Dunhuang Treasures Limited

(A Development Stage Enterprise)

Notes to Unaudited Financial Statements

For the Three and Six Months Ended December 31, 2010 and the

Period of June 11, 2010 (Inception) to December 31, 2010





Description of Business



The Company was organized in the British Virgin Islands on June 11, 2010 under the name Dunhuang Treasures Limited.  The Company is a development stage Company.  The Company is in the development stage as defined in Financial Accounting Standards Board Accounting Standards Codification ("ASC") Topic 915 "Development Stage Entities".   The fiscal year end is June 30. The Company filed a Form 10 registration statement with the Securities and Exchange Commission (SEC) pursuant to Section 12(g) of the Securities Exchange Act of 1934 on August 30, 2010.  The registration statement was effective by operation of law on October 29, 2010.



The Company maintains its principal executive office at 4519 Admiralty Way, Suite A, Marina del Rey, California  90292.   Since inception, The Company has been engaged in organizational efforts and obtaining initial financing. The Company was formed as a vehicle to pursue a business combination through the acquisition of, or merger with, an operating business.



The Company is currently considered to be a blank check Company. The SEC defines those companies as "any development stage Company that is issuing a penny stock, within the meaning of Section 3(a)(51) of the Securities Exchange Act of 1934, as amended (the Exchange Act), and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified Company or companies." Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. The Company is also a shell Company, defined in Rule 12b-2 under the Exchange Act as a Company with no or nominal assets (other than cash) and no or nominal operations.  Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as we are subject to those requirements.



The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target Company or business seeking the perceived advantages of being a publicly held corporation. The primary activity of the Company will involve seeking merger or acquisition candidates with whom it can either merge or acquire.  The Company has not selected any company for acquisition or merger and does not intend to limit potential acquisition candidates to any particular field or industry, but does retain the right to limit acquisition or merger candidates, if it so chooses, to a particular field or industry.  The Company's plans are in the conceptual stage only. The Companys principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with an operating business. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.



The Company currently does not engage in any business activities that provide cash flow.  During the next twelve months we anticipate incurring costs related to:



| | (i) | Filing Exchange Act reports, and
| | --- | --------------------------------



| | (ii) | Investigating, Analyzing and Consummating an acquisition.
| | ---- | ---------------------------------------------------------
| |      |                                                          



F-7









Dunhuang Treasures Limited

(A Development Stage Enterprise)

Notes to Unaudited Financial Statements

For the Three and Six Months Ended December 31, 2010 and the

Period of June 11, 2010 (Inception) to December 31, 2010





We believe we will be able to meet these costs through use of funds in our treasury, through deferral of fees by certain service providers and additional amounts, as necessary, to be loaned to or invested in us by our stockholder. Currently, however, our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Our ability to continue as a going concern is also dependent on our ability to find a suitable target Company and enter into a possible reverse merger with such Company.  Managements plan includes obtaining additional funds by equity financing through a reverse merger transaction and/or related party advances; however there is no assurance of additional funding being available.



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



The analysis of new business opportunities will be undertaken by or under the supervision of the officer and director of the Company. Management intends to concentrate on identifying prospective business opportunities which may be brought to its attention through present associations with management.  In analyzing prospective business opportunities, management will consider such matters as the available technical, financial and managerial resources; working capital and other financial requirements; history of operation, if any; prospects for the future; present and expected competition; the quality and experience of management services which may be available and the depth of that management; the potential for further research, development or exploration; specific risk factors not now foreseeable but which then may be anticipated to impact the proposed activities of the Company; the potential for growth or expansion; the potential for profit; the perceived public recognition or acceptance of products, services or trades; name identification; and other relevant factors.



In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks. Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our managements plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.



Liquidity and Capital Resources



As of December 31, 2010, the Company had assets equal to $3,695 comprised exclusively of cash.  This compares with assets of $3,945, comprised exclusively of cash, as of September, 2010.   The Companys current liabilities as of December 31, 2010 totaled $250, comprised exclusively of monies due to a service provider. This compares to the Companys current liabilities equal to $250, as of September 30, 2010.  The Company can provide no assurance that it can continue to satisfy its cash requirements for at least the next twelve months.



F-8









Dunhuang Treasures Limited

(A Development Stage Enterprise)

Notes to Unaudited Financial Statements

For the Three and Six Months Ended December 31, 2010 and the

Period of June 11, 2010 (Inception) to December 31, 2010





The following is a summary of the Company's cash flows provided by (used in) operating, investing, and financing activities:



|                                                     |  | Six Months
Ended December 31,
2010 |       |  | For the Period
June 11, 2010
(Inception) to
December 31, 2010 |   |         |  | 
|---------------------------------------------------- |  | ---------------------------------- | ----- |  | ------------------------------------------------------------- | - | ------- |  | 
|Net Cash (Used in) Operating Activities              |  | $                                  | (250) |  |                                                               | $ | (2,305) |  | 
|Net Cash (Used in) Investing Activities              |  | $                                  | -     |  |                                                               | $ | -       |  | 
|Net Cash Provided by Financing Activities            |  | $                                  | -     |  |                                                               | $ | 6,000   |  | 
|Net Increase/(Decrease) in Cash and Cash Equivalents |  | $                                  | (250) |  |                                                               | $ | 3,695   |  | 





The Company has only cash assets and has generated no revenues since inception. The Company is also dependent upon the receipt of capital investment or other financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private operating company. In addition, the Company is dependent upon certain related parties, specifically the existing shareholder, to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations.



Results of Operations



The Company has not conducted any active operations since inception, except for its efforts to locate suitable acquisition candidates.  No revenue has been generated by the Company from June 11, 2010 (Inception) through December 31, 2010.  It is unlikely the Company will have any revenues unless it is able to effect an acquisition or merger with an operating company, of which there can be no assurance.  It is management's assertion that these circumstances may hinder the Company's ability to continue as a going concern.  The Companys plan of operation for the next twelve months shall be to continue its efforts to locate suitable acquisition candidates.



For the three months ended December 31, 2010, the Company had a net loss of $250, comprised of accounting fees incurred.



For the period from June 11, 2010 (Inception) to June 30, 2010 the Company had a loss of $2,055.  For the cumulative period from June 11, 2010 (Inception) to December 31, 2010, the Company had a net loss of $2,555, comprised exclusively of legal, accounting, audit, legal and other professional service fees incurred in relation to the formation of the Company, and the filing of the Companys Registration Statement on Form 10 on August 30, 2010.



Off-Balance Sheet Arrangements



The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Companys financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

F-9







Dunhuang Treasures Limited

(A Development Stage Enterprise)

Notes to Unaudited Financial Statements

For the Three and Six Months Ended December 31, 2010 and the

Period of June 11, 2010 (Inception) to December 31, 2010



Contractual Obligations



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



Item 3.  Quantitative and Qualitative Disclosures About Market Risk.



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



Item 4.  Controls and Procedures.



Evaluation of Disclosure Controls and Procedures



We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SECs rules, regulations and related forms, and that such information is accumulated and communicated to our principal executive officer, as appropriate, to allow timely decisions regarding required disclosure.



As of December 31, 2010, we carried out an evaluation, under the supervision and with the participation of our principal executive officer, who is also our principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures and the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations ("COSO"). Based upon on those evaluations, our Chief Executive Officer, who is also our Chief Financial Officer, concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures and our internal control over financial reporting were effective.



Changes in Internal Controls



There have been no changes in our internal controls over financial reporting during the quarter ended December 31, 2010 that have materially affected or are reasonably likely to materially affect our internal controls.









































F-10







PART II  OTHER INFORMATION



Item 1.  Legal Proceedings.



To the best knowledge of the officer and director, the Company is not a party to any legal proceeding or litigation.



Item 1A.  Risk Factors.



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



Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.



On June 11, 2010 the Company issued 400,000 shares of common stock on incorporation to Millennium Group, Inc., a corporation controlled by the brother of the Company's officer and director, for cash of $6,000.  This transaction is exempt from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(2) thereof covering transactions not involving any public offering or involving no offer or sale.  No underwriter was involved.  The proceeds have been used to pay for the formation of the Company and initial audit, legal, and administrative costs.



Item 3.  Defaults Upon Senior Securities.



None.



Item 4.  Removed and Reserved.



Item 5.  Other Information.



None.



Item 6.  Exhibits.



None













































F-11





SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment no. 5 to be signed on its behalf by the undersigned thereunto duly authorized.



|                      | DUNHUANG TREASURES LIMITED
|--------------------- | --------------------------
|                      |                           
|Dated: April 25, 2011 | By:                       
|                      |                           
|                      |                           
|                      |                           





























































































F-12