UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  Form 10-K  xANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the fiscal year ended December 31, 2009  o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____ to _____   CHINA DING CHENG SCIENCE HOLDINGS CO., LTD. (Exact name of registrant as specified in its charter)  Nevada000-5365826-4694804(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification Number)P.O. Box 110310, Naples, FL 34108-0106(Address of principal executive offices)1-239-598-2300(Registrants telephone number, including area code)  Securities registered under Section 12(b) of the Exchange Act: None Securities registered under Section 12(g) of the Exchange Act: Common Stock, par value $.001  Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act [ ] Yes [X] No  Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Act [  ] Yes [ X ] No  Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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. [X] Yes [  ] No  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). Not Applicable.  Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not  contained herein, and will not be contained, to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]  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.  1    Large accelerated filer [ ]Accelerated filer [ ]Non-accelerated filer [ ]  (Do not check if a smaller reporting company)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   [ ] No  State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of the last business day of the registrants most recently completed second fiscal quarter. $0.00  As of February 1, 2010, the Company had 20,000,000 shares issued and outstanding.                                        2


PART I   ITEM 1. BUSINESS  Overview  China Ding Cheng Science Holdings Co., LTD., (we, us, our, the Company or the Registrant) was incorporated under the laws of the State of Nevada on March 12, 2004. The Company is a development stage company, whose business plan is to seek, investigate, and, if warranted, acquire one or more properties or businesses, and to pursue other related activities intended to enhance shareholder value. The acquisition of a business opportunity may be made by purchase, merger, exchange of stock, or otherwise, and may encompass assets or a business entity, such as a corporation, joint venture, or partnership. The Company has very limited capital, and it is unlikely that the Company will be able to take advantage of more than one such business opportunity. The Company intends to seek to structure any acquisition transaction in such a way that its shareholders retain an equity interest in the surviving entity, and intends to seek opportunities demonstrating the potential for long-term growth as opposed to short-term earnings. We believe that any potential acquisition will provide long term benefits to the Companys shareholders in that, subsequent to a business combination, the shareholders will own stock in a business enterprise with actual business operations and the potential for long-term growth.  Company History  The following Articles, Amendments and Re-Capitalizations were effected by us in accordance with the Nevada Revised Statutes:  · The Company was initially organized under the corporate laws of the State of Nevada as Beautiful Life Foods, Inc. on March 12, 2004.  · On December 22, 2004, the Company amended its Articles of Incorporation to change its name to Diamond Bay Holdings, Inc.  · In 2005 the Company effected a 1:2 forward stock split of the Companys issued and outstanding common stock.  · In 2006, the Company effected a 200:1 reverse stock split of the Companys issued and outstanding common stock.  · On December 1, 2006, the Company amended its Articles of Incorporation to change its name to Shaanxi Ding Cheng Science Holding Co., LTD.  · On February 5, 2007 the Company amended its Articles of Incorporation to change its name to China Ding Cheng Science Holdings Co., LTD.  The name change of the Company that occurred on December 22, 2004 occurred as a result of a change of control of the Company.  The name changes on December 1, 2006 and February 5, 2007 were completed by the Company in anticipation of the consummation of a business transaction with a Chinese based company in a science-related industry.  Although the transaction did not materialize, the Company has retained the name China Ding Cheng Science Holdings Co., Ltd.  Therefore, the Companys current name   3     does not indicate a present intention to seek to engage in a transaction with an entity that does business in China in a science-related industry.  Business of Issuer  The Company is a blank check or shell company, whose business plan is to seek, investigate, and, if warranted, acquire one or more properties or businesses, and to pursue other related activities intended to enhance shareholder value. The acquisition of a business opportunity may be made by purchase, merger, exchange of stock, or otherwise, and may encompass assets or a business entity, such as a corporation, joint venture, or partnership. The Company has very limited capital, and it is unlikely that the Company will be able to take advantage of more than one such business opportunity. The Company intends to seek opportunities demonstrating the potential for long-term growth as opposed to short-term earnings.  The Company's search will be directed toward small and medium-sized enterprises which have a desire to become public corporations and which are able to satisfy, or anticipate in the reasonably near future being able to satisfy, the minimum asset requirements in order to qualify shares for trading on NASDAQ or on an exchange such as the American Stock Exchange. (See "Investigation and Selection of Business Opportunities").  The Company intends to concentrate its acquisition efforts on businesses that it believes to be undervalued or that it believes may realize a substantial benefit from being publicly owned.  The Company believes some of the general benefits to be obtained by a company through a business combination with the Registrant include, but are not limited, to the fact that the company with the operating business will gain control of a company that has a pre-existing shareholder base and which is already registered under the Securities Act of 1934 and is already filing periodic reports with the Securities and Exchange Commission (SEC).  As noted above, the acquisition of a business opportunity may be made by purchase, merger, exchange of stock, or otherwise, and may encompass assets or a business entity, such as a corporation, joint venture, or partnership.  It is not anticipated that the private operating Company will provide any monetary consideration to the Registrant in conjunction with a business combination.  However, the officers, directors and principal shareholders of the Registrant may actively negotiate for the sale of a portion of their common stock to shareholders of the private operating company as a condition to, or in connection with, a proposed merger or acquisition transaction. (see Conflicts of Interest in Item 7).  In the event that a private operating company engages in a business combination with the Registrant, the Registrant will be required to file a Form 8-K information statement which includes the same type of information that would be included in a Form 10 registration statement for the private operating company.  In the event that the operating business considering a business combination with the Company is a foreign corporation the Company believes that there may be additional benefits to be gained by such a foreign corporation through a merger with the Registrant.  Such benefits include, but are not limited to the following: i) the SEC reporting obligations for a foreign corporation (i.e. a corporation formed in a country other than the United States) are different than the reporting requirements for a corporation incorporated in the United States.  Generally, there is less public information available regarding foreign corporations because the only periodic report they are required to file is an annual report on Form 20-F.  Investors may consider this to be a disadvantage.  Alternatively, if a foreign corporation participates in a merger with the Registrant, the post merger company becomes a United States corporation which is required to file periodic reports, including quarterly reports on Form 10-Q and annual reports on Form 10-K, and current reports on Form 8-K.  Investors may consider the fact that additional information is   4     available regarding the post merger company to be an advantage, thereby increasing the likelihood that parties may invest in the post-merger company; and ii)  Investors that are interested in investing in foreign companies are generally more inclined to do so if the foreign company is a fully-reporting entity with the SEC.  The Company does not propose to restrict its search for investment opportunities to any particular geographical area or industry, and may, therefore, engage in essentially any business, to the extent of its limited resources. This includes industries such as service, finance, natural resources, manufacturing, high technology, product development, medical, communications and others. The Company's discretion in the selection of business opportunities is unrestricted, subject to the availability of such opportunities, economic conditions, and other factors.  Any entity which has an interest in being acquired by, or merging into the Company, is expected to be an entity that desires to become a public company and establish a public trading market for its securities. In connection with such a merger or acquisition, it is highly likely that an amount of stock constituting control of the Company would either be issued by the Company or be purchased from the current principal shareholders of the Company by the acquiring entity or its affiliates. If stock is purchased from the current shareholders, the transaction is very likely to be a private transaction rather than a public distribution of securities. The sale of a controlling interest by certain principal shareholders of the Company could occur at a time when the other shareholders of the Company remain subject to restrictions on the transfer of their shares.  Depending upon the nature of the transaction, the current officers and directors of the Company may resign their management positions with the Company in connection with a change in control of the Company or its acquisition of a business opportunity. In the event of such a resignation, the Company's current management would not have any control over the conduct of the Company's business following the change in control or the Company's combination with a business opportunity.  It is anticipated that business opportunities will come to the Company's attention from various sources, including its officers and directors, its other stockholders, professional advisors such as attorneys and accountants, securities broker-dealers, venture capitalists, members of the financial community, and others who may present unsolicited proposals. The Company has no plans, understandings, agreements, or commitments with any individual for such person to act as a finder of opportunities for the Company.  Investigation and Selection of Business Opportunities  To a large extent, a decision to participate in a specific business opportunity may be made upon management's analysis of the quality of the other company's management and personnel, the anticipated acceptability of new products or marketing concepts, the merit of technological innovations, the perceived benefit the business opportunity will derive from becoming a publicly held entity, and numerous other factors which are difficult, if not impossible, to analyze through the application of any objective criteria. In many instances, it is anticipated that the historical operations of a specific business opportunity may not necessarily be indicative of the potential for the future because of the possible need to shift marketing approaches substantially, expand significantly, change product emphasis, change or substantially augment management, or make other changes. The Company will be dependent upon the owners of the business opportunity to identify any such problems which may exist and to implement, or be primarily responsible for the implementation of, required changes. Because the Company may participate in a business opportunity with a newly organized firm or with a firm which is entering a new phase of growth, the Company will incur further risks, because management in many instances will not have proven its   5     abilities or effectiveness, the eventual market for the products or services of the business opportunity will likely not be established, and the business opportunity may not be profitable when acquired.  It is anticipated that the Company will not be able to diversify, but will essentially be limited to one such venture because of the Company's limited financing. This lack of diversification will not permit the Company to offset potential losses from one business opportunity against profits from another, and should be considered an adverse factor affecting any decision to purchase the Company's securities.  It is emphasized that management of the Company may effect transactions having a potentially adverse impact upon the Company's shareholders pursuant to the authority and discretion of the Company's management to complete acquisitions without submitting any proposal to the stockholders for their consideration.  Holders of the Company's securities should not anticipate that the Company necessarily will furnish such holders, prior to any merger or acquisition, with financial statements, or any other documentation, concerning a target company or its business. In some instances, however, the proposed participation in a business opportunity may be submitted to the stockholders for their consideration, either voluntarily by such directors to seek the stockholders' advice and consent or because state law so requires.  The analysis of business opportunities will be undertaken by or under the supervision of the Company's officers and directors, none of whom are professional business analysts. Although there are no current plans to do so, Company management might hire an outside consultant to assist in the investigation and selection of business opportunities, and might pay a finder's fee. Since Company management has no current plans to use any outside consultants or advisors to assist in the investigation and selection of business opportunities, no policies have been adopted regarding use of such consultants or advisors, the criteria to be used in selecting such consultants or advisors, the services to be provided, the term of service, or regarding the total amount of fees that may be paid. However, because of the limited resources of the Company, it is likely that any such fee the Company agrees to pay would be paid in stock and not in cash. Otherwise, the Company anticipates that it will consider, among other things, the following factors:  (1) Potential for growth and profitability, indicated by new technology, anticipated market expansion, or new products;  (2) The Company's perception of how any particular business opportunity will be received by the investment community and by the Company's stockholders;  (3) Whether, following the business combination, the financial condition of the business opportunity would be, or would have a significant prospect in the foreseeable future of becoming sufficient to enable the securities of the Company to qualify for listing on an exchange or on a national automated securities quotation system;  (4) Capital requirements and anticipated availability of required funds to be provided by the Company or from operations, through the sale of additional securities, through joint ventures or similar arrangements, or from other sources;  (5) The extent to which the business opportunity can be advanced;    6     (6) Competitive position as compared to other companies of similar size and experience within the industry segment as well as within the industry as a whole;  (7) Strength and diversity of existing management, or management prospects that are scheduled for recruitment;  (8) The cost of participation by the Company as compared to the perceived tangible and intangible values and potential; and   (9) The accessibility of required management expertise, personnel, raw materials, services, professional assistance, and other required items.  No single factor described above will be controlling in the selection of a business opportunity, and management will attempt to analyze all factors appropriate to each opportunity and make a determination based upon reasonable investigative measures and available data. Potentially available business opportunities may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.  Potential investors must recognize that, because of the Company's limited capital available for investigation and management's limited experience in business analysis, the Company may not discover or adequately evaluate adverse facts about the opportunity to be acquired.  The Company is unable to predict when it may participate in a business opportunity. It expects, however, that the analysis of specific proposals and the selection of a business opportunity may take several months or more.  Prior to making a decision to participate in a business opportunity, the Company will generally request that it be provided with written materials regarding the business opportunity containing such items as a description of products, services and company history; management resumes; financial information; available projections, with related assumptions upon which they are based; an explanation of proprietary products and services; evidence of existing patents, trademarks, or services marks, or rights thereto; present and proposed forms of compensation to management; a description of transactions between such company and its affiliates during relevant periods; a description of present and required facilities; an analysis of risks and competitive conditions; a financial plan of operation and estimated capital requirements; audited financial statements, or if they are not available, unaudited financial statements, together with reasonable assurance that audited financial statements would be able to be produced within a reasonable period of time not to exceed 60 days following completion of a merger transaction; and other information deemed relevant.  As part of the Company's investigation, the Company's executive officers and directors may meet personally with management and key personnel, may visit and inspect material facilities, obtain independent analysis or verification of certain information provided, check references of management and key personnel, and take other reasonable investigative measures, to the extent of the Company's limited financial resources and management expertise.  Company management believes that various types of potential merger or acquisition candidates might find a business combination with the Company to be attractive. These include acquisition candidates desiring to create a public market for their shares in order to enhance liquidity for current shareholders,   7     acquisition candidates which have long-term plans for raising capital through the public sale of securities and believe that the possible prior existence of a public market for their securities would be beneficial, and acquisition candidates which plan to acquire additional assets through issuance of securities rather than for cash, and believe that the possibility of development of a public market for their securities will be of assistance in that process.  Acquisition candidates that have a need for an immediate cash infusion are not likely to find a potential business combination with the Company to be an attractive alternative.  Form of Acquisition  It is impossible to predict the manner in which the Company may participate in a business opportunity. Specific business opportunities will be reviewed as well as the respective needs and desires of the Company and the promoters of the opportunity and, upon the basis of that review and the relative negotiating strength of the Company and such promoters, the legal structure or method deemed by management to be suitable will be selected. Such structure may include, but is not limited to, leases, purchase and sale agreements, licenses, joint ventures and other contractual arrangements. The Company may act directly or indirectly through an interest in a partnership, corporation or other form of organization. Implementing such structure may require the merger, consolidation or reorganization of the Company with other corporations or forms of business organization. In addition, the present management and stockholders of the Company most likely will not have control of a majority of the voting shares of the Company following a merger or reorganization transaction. As part of such a transaction, the Company's existing directors may resign and new directors may be appointed without any vote by stockholders.  The Company will participate in a business opportunity only after the negotiation and execution of a written agreement. Although the terms of such agreement cannot be predicted, generally such an agreement would require specific representations and warranties by all of the parties thereto, specify certain events of default, detail the terms of closing and the conditions which must be satisfied by each of the parties thereto prior to such closing, outline the manner of bearing costs if the transaction is not closed, set forth remedies upon default, and include miscellaneous other terms.  It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation would not be recoverable. Moreover, because many providers of goods and services require compensation at the time or soon after the goods and services are provided, the inability of the Company to pay until an indeterminate future time may make it impossible to procure goods and services.  Competition  The Company expects to encounter substantial competition in its efforts to locate attractive opportunities, primarily from business development companies, venture capital partnerships and corporations, venture capital affiliates of large industrial and financial companies, small investment companies, and wealthy individuals. Many of these entities may have significantly greater experience, resources and managerial capabilities than the Company and in that event, will be in a better position than the Company to obtain access to attractive business opportunities.    8     Administrative Offices  The Company currently maintains a mailing address at P.O. Box 110310, Naples, Florida 34108-0106. The Company's telephone number is (239) 598-2300. Other than this mailing address, the Company does not currently maintain any other office facilities, and does not anticipate the need for maintaining office facilities at any time in the foreseeable future. The Company pays no rent or other fees for the use of this mailing address.  Employees  The Company is in the development stage and currently has no employees. Management of the Company expects to use consultants, attorneys and accountants as necessary, and does not anticipate a need to engage any full-time employees so long as it is seeking and evaluating business opportunities. The need for employees and their availability will be addressed in connection with the decision whether or not to acquire or participate in specific business opportunities.  Reports to Security Holders We are subject to the reporting requirements of the Exchange Act and the rules and regulations promulgated thereunder, and, accordingly file reports, information statements or other information with the Securities and Exchange Commission, including quarterly reports on Form 10-Q, annual reports on Form 10-K, reports of current events on Form 8-K, and proxy or information statements with respect to shareholder meetings.  The public may read and copy any materials we file with the Securities and Exchange Commission at its Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission at http://www.sec.gov.  ITEM 2. PROPERTIES  The Company currently maintains a mailing address at P.O. Box 110310, Naples, Florida 34108-0106. The Company pays no rent for the use of this mailing address. The Company does not believe that it will need to maintain an office at any time in the foreseeable future in order to carry out its plan of operations described herein. The Company's telephone number is (239) 598-2300.   ITEM 3. LEGAL PROCEEDINGS  The Registrant is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated. No director, officer or affiliate of the Registrant, and no owner of record or beneficial owner of more than 5.0% of the securities of the Registrant, or any associate of any such director, officer or security holder is a party adverse to the Registrant or has a material interest adverse to the Registrant in reference to pending litigation.   ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS  No matters were submitted to a vote of the security holders of the Company during the fourth quarter of the fiscal year which ended December 31, 2009.   9       PART II   ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.   Market Information  The Companys common stock is currently listed for quotation on the Pink Sheets under the symbol CDCE.  However, there is no established or liquid trading market for the Companys shares because very limited, if any, trading has occurred with the Companys common stock over the last two fiscal years.  The Company currently has 20,000,000 shares of common stock issued and outstanding.  Holders  The Registrant currently has 20,000,000 shares of common stock issued and outstanding owned by approximately 39 owners of record.  Dividends  The Company has not declared or paid any cash dividends on its common stock during the fiscal years ended December 31, 2009 or 2008.  There are no restrictions on the common stock that limit the ability of us to pay dividends if declared by the Board of Directors and  the loan agreements and general security agreements covering the Companys assets do not limit its ability to pay dividends.  The holders of common stock are entitled to receive dividends when and if declared by the Board of Directors, out of funds legally available therefore and to share pro-rata in any distribution to the stockholders. Generally, the Company is not able to pay dividends if after payment of the dividends, it would be unable to pay its liabilities as they become due or if the value of the Companys assets, after payment of the liabilities, is less than the aggregate of the Companys liabilities and stated capital of all classes.  Equity Compensation Plan  We do not have an equity compensation plan.  ITEM 6. SELECTED FINANCIAL DATA.  Not applicable.   ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION  SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS  CERTAIN STATEMENTS IN THIS REPORT, INCLUDING STATEMENTS IN THE FOLLOWING DISCUSSION, ARE WHAT ARE KNOWN AS "FORWARD LOOKING STATEMENTS", WHICH ARE BASICALLY STATEMENTS ABOUT THE FUTURE. FOR THAT REASON, THESE STATEMENTS INVOLVE RISK AND UNCERTAINTY SINCE NO ONE CAN ACCURATELY PREDICT THE FUTURE. WORDS SUCH AS "PLANS," "INTENDS," "WILL," "HOPES," "SEEKS,"   10     "ANTICIPATES," "EXPECTS "AND THE LIKE OFTEN IDENTIFY SUCH FORWARD LOOKING STATEMENTS, BUT ARE NOT THE ONLY INDICATION THAT A STATEMENT IS A FORWARD LOOKING STATEMENT. SUCH FORWARD LOOKING STATEMENTS INCLUDE STATEMENTS CONCERNING OUR PLANS AND OBJECTIVES WITH RESPECT TO THE PRESENT AND FUTURE OPERATIONS OF THE COMPANY, AND STATEMENTS WHICH EXPRESS OR IMPLY THAT SUCH PRESENT AND FUTURE OPERATIONS WILL OR MAY PRODUCE REVENUES, INCOME OR PROFITS. NUMEROUS FACTORS AND FUTURE EVENTS COULD CAUSE THE COMPANY TO CHANGE SUCH PLANS AND OBJECTIVES OR FAIL TO SUCCESSFULLY IMPLEMENT SUCH PLANS OR ACHIEVE SUCH OBJECTIVES, OR CAUSE SUCH PRESENT AND FUTURE OPERATIONS TO FAIL TO PRODUCE REVENUES, INCOME OR PROFITS. THEREFORE, THE READER IS ADVISED THAT THE FOLLOWING DISCUSSION SHOULD BE CONSIDERED IN LIGHT OF THE DISCUSSION OF RISKS AND OTHER FACTORS CONTAINED IN THIS REPORT ON FORM 10-K AND IN THE COMPANY'S OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. NO STATEMENTS CONTAINED IN THE FOLLOWING DISCUSSION SHOULD BE CONSTRUED AS A GUARANTEE OR ASSURANCE OF FUTURE PERFORMANCE OR FUTURE RESULTS.  Plan of Operation  Overview  China Ding Cheng Science Holdings Co., Ltd. was incorporated under the laws of the State of Nevada on March 12, 2004.  Currently, the Company is a development stage company, whose business plan is to seek, investigate, and, if warranted, acquire one or more properties or businesses, and to pursue other related activities intended to enhance shareholder value. The acquisition of a business opportunity may be made by purchase, merger, exchange of stock, or otherwise, and may encompass assets or a business entity, such as a corporation, joint venture, or partnership. The Company intends to seek opportunities demonstrating the potential of long-term growth as opposed to short-term earnings  For the fiscal year ending December 31, 2009, the Company expects to continue its efforts to locate a suitable business acquisition candidate and thereafter to complete a business acquisition transaction.  The Company anticipates incurring a loss for the fiscal year as a result of expenses associated with compliance with the reporting requirements of the Securities Exchange Act of 1934, and expenses associated with locating and evaluating acquisition candidates. The Company does not expect to generate revenues until it completes a business acquisition, and, depending upon the performance of the acquired business, it may also continue to operate at a loss after completion of a business combination.  During the next 12 months, the Company will require additional capital in order to pay the costs associated with carrying out its plan of operations and the costs of compliance with its reporting obligations under the Securities Exchange Act of 1934 as amended.  This additional capital will be required whether or not the Company is able to complete a business combination transaction during the current fiscal year.  Furthermore, once a business combination is completed, the Companys needs for additional financing are likely to increase substantially.  No specific commitments to provide additional funds have been made by management or other stockholders, and the Company has no current plans, proposals, arrangements or understandings to raise additional capital through the sale or issuance of additional securities prior to the location of a merger or acquisition candidate.  Accordingly, there can be no assurance that any additional funds will be available   11     to the Company to allow it to cover its expenses.  Notwithstanding the foregoing, however, to the extent that additional funds are required, the Company anticipates that it will either continue to rely on its majority shareholder to pay expenses on its behalf, or it will seek to raise capital through the private placement of restricted securities.  The majority shareholder is under no obligation to pay such expenses.  If the Company is unable to raise additional funds, it will not be able to pursue its business plan.  In addition, in order to minimize the amount of additional cash which is required in order to carry out its business plan, the Company might seek to compensate certain service providers by issuances of stock in lieu of cash.  Liquidity and Capital Resources  As of December 31, 2009, the Company remains in the development stage.  As of December 31, 2009, the Companys unaudited balance sheet reflects total assets of $nil, and total current liabilities of $17,831. The Company has cash on hand of $nil and a deficit accumulated in the development stage of $330,759.   During the next 12 months, the Company will require additional capital in order to pay the costs associated with seeking business acquisition candidates and performing required due diligence, and the costs of compliance with its reporting obligations under the Securities Exchange Act of 1934 as amended.  This additional capital will be required whether or not the Company is able to complete a business combination transaction during the current fiscal year.  Furthermore, once a business combination is completed, the Companys needs for additional financing are likely to increase substantially.  The Company does not have sufficient assets or capital resources to pay its on-going expenses while it is seeking out business opportunities, and it has no current plans to raise additional capital through sale of securities.  As a result, although the Company has no agreement in place with its shareholder or other persons to pay expenses on its behalf, it is anticipated that the Company will continue to rely on its majority shareholder to pay expenses on its behalf at least until it is able to consummate a business transaction.  The majority shareholder is under no obligation to pay such expenses.  In the event that the majority shareholder ceases paying expenses on behalf of the Company, the Company will need to seek alternative sources of funding or may need to terminate its operations.  Off Balance Sheet Arrangements  The Company does not have any off-balance sheet arrangements.   ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Not Applicable.   ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA  The financial statements of the Company required by Article 8 of Regulation S-X are attached to this report.   12        CHINA DING CHENG SCIENCE HOLDINGS CO., LTD. (A Development Stage Company) AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009 INDEX TO FINANCIAL STATEMENTS     INDEX    PageReport of Independent Registered Public Accounting Firm14Balance Sheet15Statements of Operations16Statements of Stockholders Equity (Deficit)17Statements of Cash Flows18Notes to Financial Statements19-22      13     [cdce_200910kfinalv2002.gif]  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  To the Board of Directors and
Stockholders of China Ding Cheng Science Holdings Co., Ltd.  We have audited the accompanying balance sheet of China Ding Cheng Science Holdings Co., Ltd. (a development stage enterprise)(the Company) as of December 31, 2009 and 2008 and the related statements of operations, stockholders deficit, and cash flows for the years then ended, and for the period March 12, 2004 (inception) through December 31, 2009. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audits.  We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.  In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of China Ding Cheng Science Holdings Co., Ltd. (a Nevada corporation) as of December 31, 2009 and 2008 and the results of its operations and its cash flows for the years then ended and the period March 12, 2004 (inception) through December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.  The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed further in Note 3, the Company has been in the development stage since its inception (March 12, 2004) and continues to incur significant losses. The Company's viability is dependent upon its ability to obtain future financing and the success of its future operations. These factors raise substantial doubt as to the Company's ability to continue as a going concern. Management's plan in regard to these matters is also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.  /s/Lake & Associates CPAs LLC Lake & Associates, CPAs LLC Schaumburg, Illinois January 12, 2010  1905 Wright Blvd. Schaumburg IL 60193 847-524-0800 Fax 847-524-1655   14


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|China Ding Cheng Science Holdings Co.                                     
|(A Development Stage Company)                                             
|BALANCE SHEET                                                             
|As of December 31, 2009 and 2008                                          
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|                                                                           |      |      |  |  |                              |                              |                         
|ASSETS                                                                     | 2009 | 2008
|CURRENTS ASSETS                                                            |      |      |  |  |                              |                              |                         
|Cash                                                                       |      |      |  |  |                              | $                          - | $                      -
|                                                                           |      |      |  |  |                              |                              |                         
|TOTAL CURRENT ASSETS                                                       |      |      |  |  |                              | -                            | -                       
|                                                                           |      |      |  |  |                              |                              |                         
|TOTAL ASSETS                                                               |      |      |  |  |                              | $                          - | $                      -
|                                                                           |      |      |  |  |                              |                              |                         
|                                                                           |      |      |  |  |                              |                              |                         
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                      |      |     
|CURRENT LIABILITIES                                                        |      |      |  |  |                              |                              |                         
|Accrued Liabilities                                                        |      |      |  |  |                              | $                 3,042      | $             8,500     
|Payable to Stockholder                                                     |      |      |  |  |                              | 14,789                       | 10,320                  
|TOTAL CURRENT LIABILITIES                                                  |      |      |  |  |                              | 17,831                       | 18,820                  
|                                                                           |      |      |  |  |                              |                              |                         
|TOTAL LIABILITIES                                                          |      |      |  |  |                              | 17,831                       | 18,820                  
|                                                                           |      |      |  |  |                              |                              |                         
|STOCKHOLDERS' DEFICIT                                                      |      |      |  |  |                              |                              |                         
|Preferred stock:  par value $.001; 30,000,000 shares                       |      |      |  |  |                              |                             
|authorized; no shares issued & outstanding                                 |      |      |  |  | -                            | -                           
|Common stock:  par value $.001; 300,000,000 shares                         |      |      |  |  |                              |                             
|authorized; 20, 000,000  shares issued and outstanding                     |      |      |  |  | 20,000                       | 15,000                      
|Additional paid in capital                                                 |      |      |  |  |                              | 292,928                      | 273,809                 
|Deficit accumulated during the development stage                           |      |      |  |  | (330,759)                    | (307,629)                   
|TOTAL STOCKHOLDERS' DEFICIT                                                |      |      |  |  |                              | (17,831)                     | (18,820)                
|                                                                           |      |      |  |  |                              |                              |                         
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                |      |      |  |  | $                          - | $                      -    
|                                                                           |      |      |  |  |                              |                              |                         
|The accompanying notes are an integral part of these financial statements.

15


|                                                                           |                  |           |                                                     |                                                                    |                
|-------------------------------------------------------------------------- | ---------------- | --------- | --------------------------------------------------- | ------------------------------------------------------------------ | ---------------
|China Ding Cheng Science Holdings Co.                                     
|(A Development Stage Company)                                             
|STATEMENT OF OPERATIONS                                                   
|For the years ended December 31, 2009 and 2008                            
|and from March 12, 2004 (Date of Inception) December 31, 2009             
|                                                                           |                  |           | For the Years Ended                    December 31, | Cumulative Amount from March 12, 2004  (inception) to December 31,
|                                                                           |                  |           | 2009                                                | 2008                                                               | 2009           
|REVENUES                                                                   |                  |           |                                                     |                                                                    |                
|Sales                                                                      |                  |           | -                                                   | $                 -                                                | -              
|Cost of Sales                                                              |                  |           | -                                                   | -                                                                  | -              
|                                                                           |                  |           |                                                     |                                                                    |                
|Gross profit                                                               |                  |           | -                                                   | -                                                                  | -              
|                                                                           |                  |           |                                                     |                                                                    |                
|OPERATING EXPENSES                                                         |                  |           |                                                     |                                                                    |                
|Administrative and General                                                 |                  |           | 23,130                                              | 6,362                                                              | 330,759        
|TOTAL OPERATING EXPENSES                                                   |                  |           | 23,130                                              | 6,362                                                              | 330,759        
|                                                                           |                  |           |                                                     |                                                                    |                
|Loss from operations                                                       |                  |           | 23,130                                              | 6,362                                                              | (330,759)      
|                                                                           |                  |           |                                                     |                                                                    |                
|NET OPERATING INCOME (LOSS) BEFORE INCOME TAXES                            | (23,130)         | (6,362)   | (330,759)                                          
|                                                                           |                  |           |                                                     |                                                                    |                
|PROVISION FOR INCOME TAXES                                                 |                  |           | -                                                   | -                                                                  | -              
|                                                                           |                  |           |                                                     |                                                                    |                
|NET INCOME (LOSS)                                                          |                  |           | $       (23,130)                                    | $      (6,362)                                                     | $     (330,759)
|                                                                           |                  |           |                                                     |                                                                    |                
|Net Loss Per Common Share                                                  |                  |           | **                                                  | **                                                                 |                
|Basic and fully diluted                                                    | ** Less than .01 |           |                                                     |                                                                   
|                                                                           |                  |           |                                                     |                                                                    |                
|WEIGHTED AVERAGE SHARES OUTSTANDING                                        | 18,657,534       | 5,314,964 |                                                    
|                                                                           |                  |           |                                                     |                                                                    |                
|                                                                           |                  |           |                                                     |                                                                    |                
|                                                                           |                  |           |                                                     |                                                                    |                
|The accompanying notes are an integral part of these financial statements.

16


|                                                                           |              |                  |                     |                  |                   
|-------------------------------------------------------------------------- | ------------ | ---------------- | ------------------- | ---------------- | ------------------
|China Ding Cheng Science Holdings Co.                                     
|(A Development Stage Company)                                             
|STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)                               
|From March 12, 2004 (Date of Inception) through December 31, 2009         
|                                                                           |              |                  |                     |                  |                   
|                                                                           | Common Stock | Additional       | Retained            |                 
|Par Value of $0.001                                                        |              |                  | Paid-in             | Earnings         | TOTAL             
|                                                                           | Shares       | Amount           | Capital             | (Deficit)        |                   
|                                                                           |              |                  |                     |                  |                   
|Balance at March 12, 2004 (date of inception)                              | -            | $              - | $                 - | $              - | $                -
|Shares issued for acquisition of subsidiary                                | 516,661      | 517              | 51,149              |                  | 51,666            
|Common stock issued for cash                                               | 131,240      | 132              | 76,868              |                  | 77,000            
|Common stock issued for services                                           | 8,381        | 8                | 4,909               |                  | 4,917             
|Shares cancelled on withdrawal of subsidiary                               | (516,661)    | (516)            | (51,149)            |                  | (51,665)          
|Common stock issued for services                                           | 600,000      | 600              | 59,400              |                  | 60,000            
|Net loss for the period                                                    | -            | -                | -                   | (64,917)         | (64,917)          
|Balance December 31, 2004                                                  | 739,621      | 740              | 141,177             | (64,917)         | 77,000            
|                                                                           |              |                  |                     |                  |                   
|Net loss for the year                                                      | -            | -                | -                   | (31,700)         | (31,700)          
|Balance December 31, 2005                                                  | 739,621      | 740              | 141,177             | (96,617)         | 45,300            
|                                                                           |              |                  |                     |                  |                   
|Debt forgiven from related party                                           |              |                  | 132,632             |                  | 132,632           
|Net loss for the year                                                      | -            | -                | -                   | (199,026)        | (199,026)         
|Balance December 31, 2006                                                  | 739,621      | 740              | 273,809             | (295,643)        | (21,094)          
|                                                                           |              |                  |                     |                  |                   
|Net loss for the year                                                      | -            | -                | -                   | (5,624)          | (5,624)           
|Balance December 31, 2007                                                  | 739,621      | 740              | 273,809             | (301,267)        | (26,718)          
|                                                                           |              |                  |                     |                  |                   
|Common stock issued for payment of shareholders' payable                   | 12,660,379   | 12,660           | -                   |                  | 12,660            
|Common stock issued for services                                           | 1,600,000    | 1,600            | -                   |                  | 1,600             
|Net loss for the year                                                      | -            | -                | -                   | (6,362)          | (6,362)           
|Balance December 31, 2008                                                  | 15,000,000   | 15,000           | 273,809             | (307,629)        | (18,820)          
|                                                                           |              |                  |                     |                  |                   
|Debt forgiven from related party                                           | 5,000,000    | 5,000            | 19,119              |                  | 24,119            
|Net loss for the year                                                      | -            | -                | -                   | (23,130)         | (23,130)          
|Balance December 31, 2009                                                  | 20,000,000   | 20,000           | 292,928             | (330,759)        | (17,831)          
|                                                                           |              |                  |                     |                  |                   
|The accompanying notes are an integral part of these financial statements.

17


|                                                                           |                                            |                                                                    |                 
|-------------------------------------------------------------------------- | ------------------------------------------ | ------------------------------------------------------------------ | ----------------
|China Ding Cheng Science Holdings Co.                                     
|(A Development Stage Company)                                             
|STATEMENT OF CASH FLOWS                                                   
|For the years ended December 31, 2009 and 2008                            
|and from March 12, 2004 (Date of Inception) through December 31, 2009     
|                                                                           | For the Years Ended           December 31, | Cumulative Amount from March 12, 2004  (inception) to December 31,
|                                                                           | 2009                                       | 2008                                                               | 2009            
|CASH FLOWS FROM OPERATING ACTIVITIES                                       |                                            |                                                                    |                 
|Net Income (Loss)                                                          | $       (23,130)                           | $         (6,362)                                                  | $      (330,759)
|Adjustment to reconcile net loss to                                        |                                            |                                                                    |                 
|Net cash used in operations:                                               |                                            |                                                                    |                 
|Common shares issued for services                                          | -                                          | 1,600                                                              | 66,517          
|Changes in operating assets and liabilities:                               |                                            |                                                                    |                 
|Accounts payable                                                           | -                                          | -                                                                  | -               
|Accrued liabilities                                                        | (5,458)                                    | 3,000                                                              | 3,042           
|                                                                           |                                            |                                                                    |                 
|NET CASH USED IN OPERATIONS                                                | (28,588)                                   | (3,124)                                                            | (261,200)       
|                                                                           |                                            |                                                                    |                 
|CASH FLOWS FROM FINANCING ACTIVITIES:                                      |                                            |                                                                    |                 
|Increase in payable to stockholder                                         | 4,469                                      | 3,124                                                              | 14,789          
|Debt forgiven from related party                                           | 24,119                                     | -                                                                  | 169,411         
|Issuance of common stock                                                   | -                                          | -                                                                  | 77,000          
|Net cash provided by financing activities                                  | 28,588                                     | 3,124                                                              | 261,200         
|                                                                           |                                            |                                                                    |                 
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                       | -                                          | -                                                                  | -               
|                                                                           |                                            |                                                                    |                 
|CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                             | -                                          | -                                                                  | -               
|                                                                           |                                            |                                                                    |                 
|CASH AND CASH EQUIVALENTS, END OF PERIOD                                   | -                                          | -                                                                  | -               
|                                                                           |                                            |                                                                    |                 
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION                          |                                            |                                                                    |                 
|Common shares issued for payment of shareholder payable                    | 24,119                                     | 12,660                                                             | 36,779          
|Cash paid for interest                                                     | -                                          | -                                                                  | -               
|                                                                           |                                            |                                                                    |                 
|The accompanying notes are an integral part of these financial statements.

18   CHINA DING CHENG SCIENCE HOLDINGS, LTD. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS FROM INCEPTION (MARCH 12, 2004) THROUGH DECEMBER 31, 2009   NOTE 1 ORGANIZATION  China Ding Cheng Science Holdings., LTD. (a development stage enterprise) (the Company) was formed on March 12, 2004 in the State of Nevada formerly known as Shaanxi Ding Cheng Science Holding Co., LTD., Diamond Bay Holdings, Inc., and prior to December 24, 2004, Beautiful Life Foods, Inc.  The Companys activities to date have been primarily directed towards the raising of capital and seeking business opportunities.  NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  Basis of Presentation - Development Stage Company  The Company has not earned any revenue from operations.  Accordingly, the Company's activities have been accounted for as those of a "Development Stage Enterprise" as set forth in Accounting Standards Codification (ASC) 915 Development Stage Entities, which was previously Financial Accounting Standards Board Statement No. 7 ("SFAS 7"). Among the disclosures required by SFAS 7 are that the Company's financial statements be identified as those of a development stage company, and that the statements of operations, stockholders' equity and cash flows disclose activity since the date of the Company's inception.  Accounting Method  The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a fiscal year ending on December 31.  Income Taxes  The Company accounts for income taxes as outlined in ASC 740 Income Taxes, which was previously Financial Accounting Standards Board Statement No. 109 (SFAS 109), "Accounting for Income Taxes".  Under SFAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under SFAS 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. There were no current or deferred income tax expense or benefits due to the Company not having any material operations for the period ended December 31, 2009.  Cash Equivalents  The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.    19   CHINA DING CHENG SCIENCE HOLDINGS, LTD. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS FROM INCEPTION (MARCH 12, 2004) THROUGH DECEMBER 31, 2009   Estimates  The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.  Determination of fair values involves subjective judgment and estimates not susceptible to substantiation by auditing procedures. Accordingly, under current auditing standards, the notes to our financial statements will refer to the uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on our financial statements.  Basic Loss Per Common Share  The Company reports loss per share in accordance with the Accounting Standards Codification (ASC) 260 Earnings Per Share which was previously Statement of Accounting Standards No. 128, Earnings per Share.  This statement requires dual presentation of basic and diluted earnings (loss) with a reconciliation of the numerator and denominator of the loss per share computations. Basic earnings per share amounts are based on the weighted average shares of common outstanding. If applicable, diluted earnings per share would assume the conversion, exercise or issuance of all potential common stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share. There were no adjustments required to net loss for the period presented in the computation of diluted earnings per share. There were no common stock equivalents necessary for the computation of diluted loss per share.  Basic loss per common share has been calculated based on the weighted average number of shares outstanding during the period after giving retroactive effect to stock splits. There are no dilutive securities at December 31, 2009 for purposes of computing fully diluted earnings per share.  Comprehensive Income (Loss)  The Company adopted Accounting Standards Codification (ASC) 220 Comprehensive Income, which was previously Statement of Financial Accounting Standards (SFAS) No. 130, Reporting Comprehensive Income, which establishes standards for the reporting and display of comprehensive income and its components in the financial statements.  There were no items of comprehensive income (loss) applicable to the Company during the period covered in the financial statements.  Share-Based Payments  The Company adopted Accounting Standards Codification (ASC) 718 Compensation  Stock Compensation, which was previously Statement of Financial Accounting standards (SFAS) No. 123 (Revised December 2004), Share-Based Payment (SFAS No. 123R), which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and   20   CHINA DING CHENG SCIENCE HOLDINGS, LTD. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS FROM INCEPTION (MARCH 12, 2004) THROUGH DECEMBER 31, 2009   directors, including stock options, employee stock purchases related to an employee stock purchase plan and restricted stock units based on estimated fair values of the awards over the requisite employee service period.   SFAS No. 123R supersedes Accounting Principles Board Opinion No. 25 (APB No. 25), Accounting for Stock Issued to Employees, which the company previously followed in accounting for stock-base awards.  In March 2005, the SEC issued Staff Bulletin No. 107(SAB No. 107), to provide guidance on SFAS 123R.  The Company has applied SAB No. 107 in its adoption of SFAS No. 123R.  Under SFAS No. 123R, stock-base compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized on a straight-line basis as expense over the employees  requisite service period.  The Company adopted the provisions of SFAS 123R in its fiscal year ended December 31, 2006, using the modified prospective application method.  The valuation provisions of SFAS 123R apply to new awards and to awards that are outstanding on the effective date (or date of adoption) and subsequently modified or cancelled; prior periods are not revised for comparative purposes.  Estimated compensation expense for awards outstanding on the effective date will be recognized over the remaining service period using the compensation cost calculated for pro forma disclosure under FASB Statement No. 123R, Accounting for Stock-Based Compensation.  Common shares issued for services rendered by a third party (both employees and non-employees) are recorded at the fair value of the shares issued or services rendered, whichever is more readily determinable. The Company accounts for options and warrants under the same authoritative guidance using the Black-Scholes Option Pricing Model.  Fair Value of Financial Instruments  Financial instruments consist principally of cash, trade and related party payables, accrued liabilities, short-term obligations and notes payable.  The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short-term nature.  It is managements opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments.  Related Parties  Related parties, which can be a corporation, individual, investor or another entity are considered to be related if the party has the ability, directly or indirectly, to control the other party or exercise significant influence over the Company in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence. The Company has these relationships.  Recently Issued Accounting Pronouncements  The company has adopted all recently issued accounting pronouncements.  The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company.    21   CHINA DING CHENG SCIENCE HOLDINGS, LTD. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS FROM INCEPTION (MARCH 12, 2004) THROUGH DECEMBER 31, 2009   Subsequent Events  We evaluated subsequent events through the date and time our financial statements were issued on January 12, 2010.  NOTE 3 GOING CONCERN  The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.  The Company has not established any source of revenue to cover its operating costs. The Company will engage in very limited activities without incurring any liabilities that must be satisfied in cash until a source of funding is secured. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.  NOTE 4  INCOME TAXES  Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations in the period that includes the enactment date.  There is no provision for income taxes due to continuing losses. At December 31, 2009, the Company has net operating loss carryforwards for tax purposes of approximately $330,800, which expire through 2029. The Company has recorded a valuation allowance that fully offsets deferred tax assets arising from net operating loss carryforwards because the likelihood of the realization of the benefit cannot be established. The Internal Revenue Code contains provisions that may limit the net operating loss carryforwards available if significant changes in stockholder ownership of the Company occur.  NOTE 5 RELATED PARTY TRANSACTIONS  A shareholder of the Company has paid expenses on behalf of the Company in exchange for a payable bearing no interest and due on demand. Amounts payable to the shareholder at December 31, 2009 and 2008 were $14,789 and $10,320, respectively.  NOTE 6 EQUITY  On April 8, 2009 the company issued 5,000,000 shares of common stock for payment of a related party payable.  The shares issued were valued at $24,119.    22     ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING  AND FINANCIAL DISCLOSURE  We have had no changes in or disagreements with our accountants required to be disclosed pursuant to Item 304 of Regulation S-K.   ITEM 9A(T). CONTROLS AND PROCEDURES  Disclosure Controls and Procedures  The Securities and Exchange Commission defines the term disclosure controls and procedures to mean a company's controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commissions rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuers management, including its chief executive and chief financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to chief executive and chief financial officers to allow timely decisions regarding disclosure.  As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures.  Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are designed to provide reasonable assurance of achieving the objectives of timely alerting them to material information required to be included in our periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported with the time periods specified.  Our chief executive officer and chief financial officer also concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report to provide reasonable assurance of the achievement of these objectives.  Internal Control Over Financial Reporting  The management of the Company is responsible for the preparation of the financial statements and related financial information appearing in this Annual Report on Form 10-K. The financial statements and notes have been prepared in conformity with accounting principles generally accepted in the United States of America. The management of the Company also is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. A company's internal control over financial reporting is defined as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance  23     with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.  Management, including the chief executive officer and chief financial officer, does not expect that the Company's disclosure controls and internal controls will prevent all error and all fraud. Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable, not absolute, assurance that the objectives of the control system are met and may not prevent or detect misstatements. Further, over time control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate.  With the participation of the chief executive officer and chief financial officer, our management evaluated the effectiveness of the Company's internal control over financial reporting as of December 31, 2009 based upon the framework in Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, our management has concluded that, as of December 31, 2009, the Company's internal control over financial reporting was effective.  This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management's report in this Annual Report on Form 10-K.  There were no changes in the Company's internal control over financial reporting that occurred during the last fiscal quarter, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.   ITEM 9B. OTHER INFORMATION  None.   PART III    ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE   Directors, Executive Officers and Significant Employees  The respective positions and ages of our directors and executive officers of the Registrant are shown in the following tables. Each director has been elected to hold office until the next annual meeting of shareholders and thereafter until his successor is elected. Vacancies in the existing Board of Directors are filled by majority vote of the remaining Directors. There are no agreements or understandings for any officer or director to resign at the request of another person and no officer or director is acting on behalf of or will act at the direction of any other person.  24


|             |     |                                                                                    |                          
|------------ | --- | ---------------------------------------------------------------------------------- | -------------------------
|Name         | Age | Position                                                                           | Director or Officer Since
|Frank Pioppi | 50  | Chief Executive Officer, Chief Financial Officer, President, Treasurer, & Director | March 2008               
|Anna Herbst  | 52  | Director                                                                           | March 2008               

Biographical Information  Mr. Frank Pioppi  Mr. Pioppi is 50 years old.  Mr. Pioppi currently serves as the Companys Chief Executive Officer, Chief Financial Officer, President, Treasurer, and a director.  In addition to his work for the Company, Mr. Pioppi has also owned and operated Beachmont Restaurants, Inc. since 1983.  He graduated from the University of Massachusetts in 1980, with a B.A. Degree, and has invested in and owned investment real estate properties since that time.  Also, in addition to his work for the Company, Mr. Pioppi currently serves the president, treasurer and director of Derby Resource, Inc., a reporting Company with the Securities and Exchange Commission that is also classified as a shell company.  Ms. Anna Herbst  Ms. Herbst is 52 years old.  Ms. Herbst currently serves as a director of the Company.  In addition to here work with the Company, Ms. Herbst has also worked as the vice president of Mid-Continental Securities Corp since April 2009.  From September, 2006 to November, 2007 Anna Herbst served as President, Director and Chief Financial Officer of China Ruitai International Holding Co.  In addition to the foregoing employment, Ms. Herbst works as a free lance consultant in the field of reverse mergers.  Ms. Herbst has over 17 years of experience in the field of reverse mergers and research with regard to suitability of companies on the Pink Sheets, Over-The-Counter Bulletin Board, NASDAQ board and AMEX board for their use as shell companies for the purpose of reverse merger.  Conflicts of Interest  In addition to the work that they perform for the Company, Frank Pioppi and Anna Herbst are involved with the formation and operation of other shell companies.  Some of these other companies with which our officers and directors are affiliated may be in direct competition with the Company for the acquisition of available business opportunities.  This poses a potential conflict of interest for our officers and directors.  The Company does not currently have a procedure in place for addressing or resolving such a conflict of interest.  In the event that such a conflict arises, our officers and directors will work to address the conflict in a manner that does not have a negative impact on the Company or its shareholders.  Additionally, none of the officers or directors of the Company will devote more than a portion of his or her time to the affairs of the Company.  There will be occasions when the time requirements of the Companys business conflict with the demands of the officers other business and investment activities.  Family Relationships  None.   25     Directorships  In addition to serving as a director of the Company, Frank Pioppi serves as the president, treasurer and director of Derby Resources, Inc.  Involvement in Certain Legal Proceedings  None of the Registrants officers, directors, promoters or control persons has been involved in the past five (5) years in any of the following:  (1) Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;  (2) Any conviction in a criminal proceedings or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);  (3) Being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or  (4) Being found by a court of competent jurisdiction (in a civil action), the SEC or the U.S. Commodity Futures Trading Commission to have violated a federal or state securities laws or commodities law, and the judgment has not been reversed, suspended, or vacated.  Compliance with Section 16(a) of the Exchange Act  Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's officers and directors, and persons who own more than ten percent of a registered class of the Company's equity securities, to file reports of ownership of Form 3 and changes in ownership on Form 4 or Form 5 with the Securities and Exchange Commission.  Such officers, directors and 10% stockholders are also required by SEC rules to furnish the Company with copies of all Section 16(a) forms they file.  Based solely upon a review of the forms submitted to the Company with respect to its most recent fiscal year, the Company believes that Form 3 Initial Statements of Beneficial Ownership for Frank Pioppi, Mid-Continental Securities Corp., Anna Herbst and Mr. YueMing Guo have not been filed as required.  Code of Ethics  The Company has not yet adopted a code of ethics.  The Company intends to adopt a code of ethics in the near future.  ITEM 11. EXECUTIVE COMPENSATION  Executive Compensation  The following 

table

 sets forth, for the years indicated, all compensation paid, distributed or accrued for services, including salary and bonus amounts, rendered in all capacities by the Companys chief executive officer

, chief financial officer

 and all other executive officers who received or are entitled to receive remuneration in excess of $100,000 during the stated periods.  Summary Compensation Table   26


|                            |           |            |           |                    |                     |                                            |                                                  |                            |          
|--------------------------- | --------- | ---------- | --------- | ------------------ | ------------------- | ------------------------------------------ | ------------------------------------------------ | -------------------------- | ---------
|Name and Principal Position | Year      | Salary ($) | Bonus ($) | Stock Award(s) ($) | Option Award(s) ($) | Non-Equity Incentive Plan Compensation (#) | Non-qualified Deferred Compensation Earnings ($) | All other Compensation ($) | Total ($)
|Frank Pioppi, CEO, CFO      | 2009
2008 | --
--      | --
--     | --
--              | --
--               | --
--                                      | --
--                                            | --
--                      | --
--    

Option Grants in Last Fiscal Year  There were no options granted to any of the named executive officers during the fiscal year ended December 31, 2008. Employment Agreements  We have no written employment agreements with our officers and directors.  Equity Compensation Plan Information  The Company currently does not have any equity compensation plans.   Director Compensation  We do not currently compensate our directors for their services as directors. Directors are reimbursed for their reasonable out-of-pocket expenses incurred with attending board or committee meetings.  The following table provides summary information concerning compensation awarded to, earned by, or paid to any of our directors for all services rendered to the Company in all capacities for the fiscal year ended December 31, 2009.  Fees EarnedNon-EquityAndIncentiveNon-qualifiedPaid inStockOptionPlanCompensationAll otherNameCashAward(s)Award(s)CompensationEarningsCompensationTotalFrank Pioppi--------------Anna Herbst--------------   ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND  MANAGEMENT AND RELATED STOCKHOLDERS MATTERS  Security Ownership of Certain Beneficial Owners  The following table sets forth, as of February 1, 2010, the ownership of each person known by the Company to be a beneficial owner of 5% or more of its common stock. Except as otherwise noted, each person listed below is a sole beneficial owner of the shares and has sole investment and voting power as to such shares.  No person listed below has any options, warrants or other right to acquire additional securities of the Registrant except as may be otherwise noted.  27


|               |                                                                                      |                                     |                 
|-------------- | ------------------------------------------------------------------------------------ | ----------------------------------- | ----------------
|Title of Class | Name and Address                                                                     | Number of Shares Beneficially Owned | Percent of Class
|Common         | Mr. YueMing Guo
No.823, Taohualun West Road
Yiyang City, HuNan Province
China 413000 | 14,700,000                          | 73.5%           
|Common         | Mid-Continental Securities Corp.
1862 Ivory Cane Pointe
Naples, Florida 34119        | 4,573,874(1)                        | 22.86%          
|Common         | Frank Pioppi
4 Cliff Ave
Naples, FL 34120                                            | 4,633,874(2)                        | 23.16%          

(1) Frank Pioppi, our CEO, CFO, President, Treasurer and Director owns a majority of the outstanding stock of Mid-Continental Securities Corp. and may be deemed to be the beneficial owner of the Companys stock owned by Mid-Continental Securities Corp.  Anna Herbst is a director of the Company.  In addition to her work with the Company, Ms. Herbst also serves as the Vice President of Mid-Continental Securities Corp. (2) This figure includes 4,573,874 shares of common stock owned by Mid-Continental Securities Corp, of which, Frank Pioppi may be deemed to be the beneficial owner.  Security Ownership of Management  The following table sets forth, as of February 1, 2010, the ownership of each executive officer and director of the Company, and of all executive officers and directors of the Registrant as a group. Except as otherwise noted, each person listed below is a sole beneficial owner of the shares and has sole investment and voting power as to such shares.  No person listed below has any options, warrants or other right to acquire additional securities of the Registrant except as may be otherwise noted.


|               |                                                      |                                     |                 
|-------------- | ---------------------------------------------------- | ----------------------------------- | ----------------
|Title of Class | Name and Address                                     | Number of Shares Beneficially Owned | Percent of Class
|Common         | Frank Pioppi(1)
4 Cliff Ave
Naples, FL 34120         | 4,633,874(2)                        | 23.16%          
|Common         | Anna Herbst(1)
87-10 Clover Pl.
Holliswood, NY 11423 | 100,000                             | 0.66%           
|Common         | All Directors and Officers as a Group (2 in total)   | 4,733,874                           | 23.66%          

(1) Officer or Director of the Registrant (2) This figure includes 4,573,874 shares of common stock owned by Mid-Continental Securities Corp., of which, Frank Pioppi may be deemed to be the beneficial owner.  28       ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE  Certain Relationships and Related Transactions  No officer, director, promoter, or affiliate of the Company has or proposes to have any direct or indirect material interest in any asset proposed to be acquired by the Company through security holdings, contracts, options, or otherwise.  The Company has adopted a policy under which any consulting or finders fee that may be paid to a third party for consulting services to assist management in evaluating a prospective business opportunity would be paid in stock rather than in cash.  Any such issuance of stock would be made on an ad hoc basis.  Accordingly, the Company is unable to predict whether, or in what amount, such a stock issuance might be made.  The Company does not maintain an office, but it does maintain a mailing address at the office of its President, for which it pays no rent, and for which it does not anticipate paying rent in the future. It is likely that the Company will not establish an office until it has completed a business acquisition transaction, but it is not possible to predict what arrangements will actually be made with respect to future office facilities.  Although management has no current plans to cause the Company to do so, it is possible that the Company may enter into an agreement with an acquisition candidate requiring the sale of all or a portion of the Common Stock held by the Companys current stockholders to the acquisition candidate or principals thereof, or to other individuals or business entities, or requiring some other form of payment to the Companys current stockholders, or requiring the future employment of specified officers and payment of salaries to them.  It is more likely than not that any sale of securities by the Companys current stockholders to an acquisition candidate would be at a price substantially higher than that originally paid by such stockholders.  Any payment to current stockholders in the context of an acquisition involving the Company would be determined entirely by the largely unforeseeable terms of a future agreement with an unidentified business entity.  Other Shell Company Activities  As noted above, in addition to the work that they perform for the Company, Frank Pioppi and Anna Herbst have been involved with the formation and operation of other shell companies.  The following list indicates publicly reporting shell companies that Ms. Herbst and Mr. Pioppi either currently, or in the past, have been an officer or director of:  Frank Pioppi


|                |                      |                                                  |                                         |                                  
|--------------- | -------------------- | ------------------------------------------------ | --------------------------------------- | ---------------------------------
|Name of Company | Date of Registration | Business Combination with an Operating Business? | Status as Officer / Director of Company | Current in Reporting Obligations?
|                |                      |                                                  |                                         |                                  

29


|                                                                                    |                                                                                                       |       |                                |    
|----------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------- | ----- | ------------------------------ | ---
|Derby Resources, Inc.                                                               | Filed a registration statement on Form 10-SB on 12/28/2004 .                                          | None. | Currently CEO, CFO, & Director | Yes
|China RuiTai International Holdings Co., Ltd. (fka Commercial Property Corporation) | China Ruitai International Holdings Co., Ltd. filed  a registration statement on Form 10 on 4/15/1970 | Yes   | Former Secretary & Director    | Yes
|Bidgive International, Inc. (fka Rolfe Enterprises, Inc.)                           | Bidgive International, Inc. filed a registration statement on Form 10-SB on 9/12/2002                 | Yes   | Former Secretary & Director    | Yes

Anna Herbst


|                                                                                    |                                                                                                        |                      |                                                      |                                  
|----------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------ | -------------------- | ---------------------------------------------------- | ---------------------------------
|Name of Company                                                                     | Date of Registration                                                                                   | Business Combination | Officer / Director Status                            | Current in Reporting Obligations?
|                                                                                    |                                                                                                        |                      |                                                      |                                  
|China RuiTai International Holdings Co., Ltd. (fka Commercial Property Corporation) | China Ruitai International Holdings Co., Ltd. filed  a registration statement on Form 10 on 4/15/1970. | Yes                  | Former President, Chief Financial Officer & Director | Yes                              

Conflicts of Interest  In addition to the work that they perform for the Company, Frank Pioppi and Anna Herbst are involved with the formation and operation of other shell companies.  Some of these other companies with which our officers and directors are affiliated may be in direct competition with the Company for the acquisition of available business opportunities.  This poses a potential conflict of interest for our officers and directors.  The Company does not currently have a procedure in place for addressing or resolving such a conflict of interest.  In the event that such a conflict arises, our officers and directors will work to address the conflict in a manner that does not have a negative impact on the Company or its shareholders.  Additionally, none of the officers or directors of the Company will devote more than a portion of his or her time to the affairs of the Company.  There will be occasions when the time requirements of the Companys business conflict with the demands of the officers other business and investment activities.  Furthermore, the officers, directors and principal shareholders of the Company may actively negotiate for the purchase of a portion of their common stock as a condition to, or in connection with, a proposed merger or acquisition transaction.  It is anticipated that a substantial premium may be paid by the purchaser in conjunction with any sale of shares by the Companys officers, directors and principal shareholders made as a condition to, or in connection with, a proposed merger or acquisition transaction.  The fact that a substantial premium may be paid to members of Company management to acquire their shares creates a conflict of interest for them and may compromise their state law fiduciary duties to the Companys other shareholders.  In making any such sale, members of Company management may consider their own personal pecuniary benefit rather than the best interests of the Company and the  30     Companys other shareholders, and the other shareholders are not expected to be afforded the opportunity to approve or consent to any particular buy-out transaction involving shares held by members of Company management.  Promoters  Mid-Continental Securities Corp. has served as a promoter of the Company.  Frank Pioppi, our CEO, CFO, and Director owns a majority of the outstanding stock of Mid-Continental Securities Corp. and may be deemed to be the beneficial owner of the Companys stock owned by Mid-Continental Securities Corp. The following table lists the securities which Mid-Continental Securities Corp. has received from the Company:


|                                 |           |                              |                          |                         
|-------------------------------- | --------- | ---------------------------- | ------------------------ | ------------------------
|Name and Address                 | Date      | Securities Sold
Common Stock | Purchase Price Per Share | Aggregate purchase price
|Mid-Continental Securities Corp. | 6/9/2008  | 1,800,000(1)                 | $.001                    | $1,600                  
|Mid-Continental Securities Corp. | 9/16/2008 | 12,660,374(2)                | $.001                    | $12,660                 
|Mid-Continental Securities Corp. | 4/8/2009  | 5,000,000(3)                 | $.0048                   | $24,119                 

(1) Issued to Mid-Continental Securities Corp. as compensation for consulting services rendered by Mid-Continental Securities Corp.  The shares were issued in reliance upon the exemption from registration provided by Section 4(2) under the Securities Act of 1933 for transactions not involving a public offering. (2) Issued to Mid-Continental Securities Corp. as consideration services rendered by Mid-Continental Securities Corp. on behalf of the Company. The shares were issued in reliance upon the exemption from registration provided by Section 4(2) under the Securities Act of 1933 for transactions not involving a public offering. (3) Issued to Mid-Continental Securities Corp. as consideration for $24,119 advanced by Mid-Continental Securities Corp on behalf of the Company. The shares were issued in reliance upon the exemption from registration provided by Section 4(2) under the Securities Act of 1933 for transactions not involving a public offering.  Director Independence  The NASDAQ Stock Market has instituted director independence guidelines that have been adopted by the Securities & Exchange Commission.  These guidelines provide that a director is deemed independent only if the board of directors affirmatively determines that the director has no relationship with the company which, in the boards opinion, would interfere with the directors exercise of independent judgment in carrying out his or her responsibilities.  Significant stock ownership will not, by itself, preclude a board finding of independence.  For NASDAQ Stock Market listed companies, the director independence rules list six types of disqualifying relationships that preclude an independence filing.  The Companys board of directors may not find independent a director who:  1. is an employee of the company or any parent or subsidiary of the company;   31     2. accepts, or who has a family member who accepts, more than $60,000 per year in payments from the company or any parent or subsidiary of the company other than (a) payments from board or committee services; (b) payments arising solely from investments in the companys securities; (c) compensation paid to a family member who is a non-executive employee of the company (d) benefits under a tax qualified retirement plan or non-discretionary compensation; or (e) loans to directors and executive officers permitted under Section 13(k) of the Exchange Act;  3. is a family member of an individual who is employed as an executive officer by the company or any parent or subsidiary of the company;  4. is, or has a family member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which the company made, or from which the company received, payments for property or services that exceed 5% of the recipients consolidated gross revenues for that year, or $200,000, whichever is more, other than (a) payments arising solely from investments in the companys securities or (b) payments under non-discretionary charitable contribution matching programs;  5. is employed, or who has a family member who is employed, as an executive officer of another company whose compensation committee includes any executive officer of the listed company; or is, or has a family member who is, a current partner of the companys outside auditor, or was a partner or employee of the companys outside auditor who worked on the companys audit.  Based upon the foregoing criteria, our Board of Directors has determined that Frank Pioppi is not an independent director under these rules as he is also employed by the Company as its Chief Executive Officer, Chief Financial Officer, President & Treasurer.   ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES  Audit Fees (1) The aggregate fees billed by Lake and Associates CPAs LLC for the audit of the Company's annual financial statements was $4,500 for the fiscal year ended December 31, 2009. The aggregate fees billed by Lake and Associates CPAs LLC for the audit of the Company's annual financial statements was $4,500 for the fiscal year ended December 31, 2008. Audit Related Fees (2) Lake and Associates CPAs LLC did not bill the Company any amounts for assurance and related services that were related to its audit or review of the Companys financial statements during the fiscal years ended 2009 and 2008. Tax Fees  (3) The aggregate fees billed by Lake and Associates CPAs LLC for tax compliance, advice and planning were $0.00 for the fiscal year ended December 31, 2009 and $0.00 for the fiscal year ended December 31, 2008.  All Other Fees  (4) Lake and Associates CPAs LLC billed the Company $1,175 for services relating to revisions to the Companys registration statement on Form 10 during the fiscal year ended 2009. Other than the  32     foregoing, Lake and Associates did not bill the company for any products and services during the fiscal years ended 2009 and 2008.  Audit Committee=s Pre-approval Policies and Procedures  (5) China Ding Cheng Science Holdings Co., LTD., a blind pool reporting company which is not yet publicly traded, does not have an audit committee per se. The current board of directors functions as the audit committee.  PART IV   ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES


|         |                                                                                                                                                                                     
|-------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1(i)   | Articles of Incorporation, March 12, 2004, incorporated by reference from Form 10A filed with the Securities and Exchange Commission on July 8, 2009.                               
|3.1(ii)  | First Amendment to Articles of Incorporation, December 22, 2004, incorporated by reference from Form 10A filed with the Securities and Exchange Commission on July 8, 2009.         
|3.1(iii) | Second Amendment to Articles of Incorporation, December 1, 2006, incorporated by reference from Form 10A filed with the Securities and Exchange Commission on July 8, 2009.         
|3.1(iv)  | Third Amendment to Articles of Incorporation, February 5, 2007, incorporated by reference from Form 10A filed with the Securities and Exchange Commission on July 8, 2009.          
|3.2      | Bylaws, incorporated by reference from Form 10A filed with the Securities and Exchange Commission on July 8, 2009.                                                                  
|31.1     | Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|31.2     | Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|32.1     | Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*                                                           
|32.2     | Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*                                                           

*filed herewith  SIGNATURES   33     In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.  CHINA DING CHENG SCIENCE HOLDINGS CO., LTD.  By:  /S/ Frank Pioppi Dominick Pope, Chief Executive Officer  Date: February 10, 2010  In accordance with Section 13 or 15(d) of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:  By:  /S/ Frank Pioppi Frank Pioppi, Chief Executive Officer, Chief Financial Officer, Director  Date: February 10, 2010  By: /S/ Anna Herbst Anna Herbst, Director    34