SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-KT





(Mark One)


o    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the fiscal year ended _______




x    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the transition period from September 30, 2009 to January 31, 2010





Commission File No. 000-53465





Chardan Acquisition Corp


(Name of small business issuer in its charter)





British Virgin Islands(State or other jurisdiction of

incorporation or organization)

(IRS Employer Identification No.)





c/o Codan Trust Company (B.V.I.) Ltd.

P.O. Box 3140, Romasco Place Wickhmans Cay 1

Road Town, Tortola

British Virgin Islands

VG1110(Address of principal executive offices)

(Zip Code)





(646)465-9067


(Registrant’s telephone number, including area code)





Securities registered under Section 12(b) of the Exchange Act:Title of each class registered:
Name of each exchange on which registered:None
NoneSecurities registered under Section 12(g) of the Exchange Act:Common Stock, no par value

(Title of class)





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 preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes xNo o





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).


Yes  ̈  No  ̈







Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes xNo o





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference Part III of this Form 10-K or any amendment to this Form 10-K.   x





Indicate by check mark whether the registrant is a large accelerated filer, an 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.





Large accelerated filer                                                    o                                           Accelerated filer                       o


Non-accelerated filer                                                      o                                          Smaller reporting company     x


(Do not check if a smaller reporting company)





Revenues for year ended January 31, 2010: $0





Aggregate market value of the voting common stock held by non-affiliates of the registrant as of January 31, 2010, was: $0





Number of shares of the registrant’s common stock outstanding as of September 13, 2010 was: 50,000





Documents Incorporated by Reference:


None.










TABLE OF CONTENTS








PART I

1ITEM 1.
DESCRIPTION OF BUSINESS
1ITEM 2.
DESCRIPTION OF PROPERTY
3ITEM 3.
LEGAL PROCEEDINGS
3ITEM 4.
(REMOVED AND RESERVED)
3PART II

3ITEM 5.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
3ITEM 6.
SELECTED FINANCIAL DATA
4ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
4ITEM 7A
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
7ITEM 8.
FIANCIAL STATEMENTS AND SUPPLEMENTARY DATA
F-ITEM 9.
CHANGES IN DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
8ITEM 9A.
CONTROLS AND PROCEDURES
8PART III

9ITEM 10.
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
9ITEM 11.
EXECUTIVE COMPENSATION
10ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
11ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
12ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
12PART IV

13ITEM 15
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
13SIGNATURES

14











PART I




ITEM 1.       DESCRIPTION OF BUSINESS




General





(a) Business Development




Chardan Acquisition Corp. (“we”, “us”, “our”, the "Company" or the "Registrant") was incorporated in the State of Nevada on September 26, 2008. Effective May 25, 2010, the Company redomesticated from the State of Nevada to the Territory of the British Virgin Islands. Effective the same date, the Company's authorized capital was changed from 100,000,000 of common shares $0.0001 par value to 50,000 common shares without a par value and from 10,000,000 of preferred shares $0.0001 par value to no preferred shares authorized.  Common Stock is the only authorized capital of the Company. Since inception, which was September 26, 2008, the Company has been engaged in organizational efforts and obtaining initial financing. The Company was formed as a vehicle to pursue a business combination and has been seeking to identify a a suitable counterparty for such a transaction and to determine, through discussions with potential counterparties, the pertinent terms thereof.  While discussions with various potential counterparties are continuing, the Company has not entered into a letter of intent concerning any target business. The business purpose of the Company is to seek the acquisition of or merger with, an existing company. On July 28, 2010, the Company’s Board of Directors authorized a change in the Company’s fiscal year end to January 31 from September 30.
  (b) Business of Issuer





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





The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. The Company’s principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.





The analysis of new business opportunities will be undertaken by or under the supervision of the officers and director of the Registrant. As of this date the Company has not entered into any definitive agreement with any party,  although we have been and continue to be engaged in discussions with multiple business combination candidates.  None of those discussions has reached the point that we can determine a transaction is likely.  The Registrant has unrestricted flexibility in seeking, analyzing and participating in potential business opportunities. In its efforts to analyze potential acquisition targets, the Registrant will consider the following kinds of factors:


(a)   Potential for growth, indicated by new technology, anticipated market expansion or new products;





(b)  Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;




1




(c)   Strength and diversity of management, either in place or scheduled for recruitment;





(d)  Capital requirements and anticipated availability of required funds, to be provided by the Registrant or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;





(e)  The cost of participation by the Registrant as compared to the perceived tangible and intangible values and potentials;





(f)   The extent to which the business opportunity can be advanced;





(g)  The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and





(h)  Other relevant factors.





In applying the foregoing criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances 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. Due to the Registrant's limited capital available for investigation, the Registrant may not discover or adequately evaluate adverse facts about the opportunity to be acquired.





FORM OF ACQUISITION





The manner in which the Registrant participates in an opportunity will depend upon the nature of the opportunity, the respective needs and desires of the Registrant and the promoters of the opportunity, and the relative negotiating strength of the Registrant and such promoters.





It is likely that the Registrant will acquire its participation in a business opportunity through the issuance of common stock or other securities of the Registrant. Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining whether or not an acquisition is a so-called "tax free" reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code") depends upon whether the owners of the acquired business own 80% or more of the voting stock of the surviving entity. If a transaction were structured to take advantage of these provisions rather than other "tax free" provisions provided under the Code, all prior stockholders would in such circumstances retain 20% or less of the total issued and outstanding shares of the surviving entity. Under other circumstances, depending upon the relative negotiating strength of the parties, prior stockholders may retain substantially less than 20% of the total issued and outstanding shares of the surviving entity. This could result in substantial additional dilution to the equity of those who were stockholders of the Registrant prior to such reorganization.





The present stockholders of the Registrant will likely not have control of a majority of the voting securities of the Registrant following a reorganization transaction. As part of such a transaction, all or a majority of the Registrant's directors may resign and one or more new directors may be appointed without any vote by stockholders.





In the case of an acquisition, the transaction may be accomplished upon the sole determination of management without any vote or approval by stockholders. In the case of a statutory merger or consolidation directly involving the Company, it will likely be necessary to call a stockholders' meeting and obtain the approval of the holders of a majority of the outstanding securities. The necessity to obtain such stockholder approval may result in delay and additional expense in the consummation of any proposed transaction and will also give rise to certain appraisal rights to dissenting stockholders. Most likely, management will seek to structure any such transaction so as not to require stockholder approval.




2




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 cost 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 might not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in the loss to the Registrant of the related costs incurred.





We presently have no employees apart from our management. Our officers and directors are engaged in outside business activities and anticipate that they will devote to our business very limited time until the acquisition of a successful business opportunity has been identified. We expect no significant changes in the number of our employees other than such changes, if any, incident to a business combination.





(c) Reports to security holders.





(1) The Company is not required to deliver an annual report to security holders and at this time does not anticipate the distribution of such a report.





(2) The Company will file reports with the SEC. The Company will be a reporting company and will comply with the requirements of the Exchange Act.





(3) The public may read and copy any materials the Company files with the SEC in the SEC's Public Reference Section, Room 1580, 100 F Street N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Section by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov.





Employees





We have no full time employees. Our president has agreed to allocate a portion of his time to the activities of the Company, without compensation. The president anticipates that our business plan can be implemented by his devoting no more than 10 hours per month to the business affairs of the Company and, consequently, conflicts of interest may arise with respect to the limited time commitment by such officer.





ITEM 2.       DESCRIPTION OF PROPERTY





We have no properties and at this time have no agreements to acquire any properties. We currently use the offices of management at no cost to us. Management has agreed to continue this arrangement until we complete an acquisition or merger.





ITEM 3.       LEGAL PROCEEDINGS





We are not presently parties to any litigation, nor to our knowledge and belief is any litigation threatened or contemplated.





ITEM 4.       (REMOVED AND RESERVED)








PART II





ITEM 5.       MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS





No Public Market for Common Stock





There is no trading market for our Common Stock at present and there has been no trading market to date. There is no assurance that a trading market will ever develop or, if such a market does develop, that it will continue.





3




The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person’s account for transactions in penny stocks and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person’s account for transactions in penny stocks, the broker or dealer must (i) obtain financial information and investment experience  and objectives of the person; and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form, (i) sets forth the basis on which the broker or dealer made the suitability determination and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading, and about commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.





Holders





As of the date hereof, there are 50,000 shares of common stock issued and outstanding. There are two holders of our Common Stock. The issued and outstanding shares of our Common Stock were issued in accordance with the exemptions from registration afforded by Section 4(2) of the Securities Act of 1933.





Dividends





Since inception we have not paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock, when issued pursuant to this offering. Although we intend to retain our earnings, if any, to finance the exploration and growth of our business, our Board of Directors will have the discretion to declare and pay dividends in the future.





Payment of dividends in the future will depend upon our earnings, capital requirements, and other factors, which our Board of Directors may deem relevant.





Equity Compensation Plan Information





We presently do not have any equity based or other long-term incentive programs. In the future, we may adopt and establish an equity-based or other long-term incentive plan if it is in the best interest of the Company and our stockholders to do so.





ITEM 6.       SELECTED FINANCIAL DATA





Not applicable because we are a smaller reporting company.





ITEM 7.       MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS





We were organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings.  We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.





We do not currently engage in any business activities that provide cash flow. The costs of investigating and analyzing business combinations for the next 12 months and beyond such time will be paid with funds to be loaned to or invested in us by our stockholders, management or other investors.




4




During the next 12 months we anticipate incurring costs related to:





(i)
filing of Exchange Act reports, and





(ii)
consummating an acquisition.





We believe we will be able to meet these costs through use of funds to be loaned by or invested in us by our stockholders, management or other investors.





We are in the development stage and has negative working capital, negative stockholders’ equity and has not earned any revenues from operations to date. These conditions raise substantial doubt about our ability to continue as a going concern. We are currently devoting its efforts to locating merger candidates. Our ability to continue as a going concern is dependent upon our ability to develop additional sources of capital, locate and complete a merger with another company, and ultimately, achieve profitable operations.





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





Our officers and director have been evaluating and negotiating with various merger candidates about the feasibility and terms of a business combination but have not reached agreement with any prospective counterparty as of the date of this filing.  It is possible that the Company will be successful in reaching agreement with  a merger counterparty and closing such merger, however there is no assurance that it will succeed in doing so. I f the Company cannot effect a non-cash acquisition, the Company may have to borrow additional funds or raise equity from a private offering of its securities under Rule 506 of Regulation D.  There is no assurance that any such debt or equity funding will be available or that the Company could successfully obtain it on acceptable terms, if at all..  Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.
 
 Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.
 
 Because of our limited resources, we anticipate that we will need to move quickly and without complete investigation of the affairs and prospects of a business combination counterparty, even though selecting and closing such a transaction with incomplete information  is extremely complex and risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations 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 even more difficult and complex than if we were undertaking a more focused search for a business combination counterparty.  As a result of the constrains affecting our pursuit of a business combination, there is a likelihood that even if we are successful in consummating a business combination that it will not be financially successful and will result in a total loss to our shareholders.





Results of Operation





The Company did not have any operating income from October 1, 2009 through January 31, 2010 and the Company recognized a net loss of $17,054 from October 1, 2008 to January 31, 2009 and $12,196 from October 1, 2009 to January 31, 2010. Since inception, the Company recognized total net loss of $47,682 until January 31, 2010. Expenses from inception were comprised of costs mainly associated with legal, accounting and general and administrative fees.





5




Liquidity and Capital Resources





At January 31, 2010 the Company had no capital resources and will rely upon the issuance of common stock and additional capital contributions from shareholders to fund administrative expenses pending acquisition of an operating company.
 
 Management anticipates seeking out a target company through solicitation. Such solicitation may include newspaper or magazine advertisements, mailings and other distributions to law firms, accounting firms, investment bankers, financial advisors and similar persons, the use of one or more World Wide Web sites and similar methods. No estimate can be made as to the number of persons who will be contacted or solicited. Management may engage in such solicitation directly or may employ one or more other entities to conduct or assist in such solicitation. Management and its affiliates will pay referral fees to consultants and others who refer target businesses for mergers into public companies in which management and its affiliates have an interest. In such a case, payments would only be made if a business combination occurs, and may consist of cash or a portion of the stock in the Company retained by management and its affiliates, or both.
 
 We believe that we will need additional funding to satisfy our cash requirements for the next twelve months. Completion of our plan of operations is subject to attaining adequate revenue or financing. We cannot assure investors that we will generate the revenues needed or that additional financing will be available. In the absence of attaining adequate revenue or additional financing, we may be unable to proceed with our plan of operations.
 
 We anticipate that our operational, and general and administrative expenses for the next 12 months will total approximately $50,000. We do not anticipate the purchase or sale of any significant equipment. We also do not expect any significant additions to the number of employees. The foregoing represents our best estimate of our cash needs based on current planning and business conditions. The exact allocation, purposes and timing of any monies raised in subsequent private financings may vary significantly depending upon the exact amount of funds raised and our progress with the execution of our business plan. We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.




Going Concern





As reflected in the accompanying financial statements, the Company is in the development stage with no operations and has a net loss of $47,682 for the period from September 26, 2008 (inception) to January 31, 2010; and a working capital deficiency and stockholders’ deficiency of $20,935 at January 31, 2010.  This raises substantial doubt about its ability to continue as a going concern.  The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan.  The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.





Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.





Critical Accounting Policies





The Company’s financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use if estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.





6




Our significant accounting policies are summarized in Note 1 of our financial statements. While all of these significant accounting policies impact the Company’s financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on the Company and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our financial position or liquidity, results of operations or cash flows for the periods presented.





Recent Accounting Pronouncements





In October 2009, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standard Update (“ASU”) No. 2009-13, which addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services separately rather than as a combined unit and modifies the manner in which the transaction consideration is allocated across the separately identified deliverables. The ASU significantly expands the disclosure requirements for multiple-deliverable revenue arrangements. The ASU will be effective for the first annual reporting period beginning on or after June 15, 2010, and may be applied retrospectively for all periods presented or prospectively to arrangements entered into or materially modified after the adoption date. Early adoption is permitted, provided that the guidance is retroactively applied to the beginning of the year of adoption. The Company does not expect the adoption of ASU No. 2009-13 to have any effect on its financial statements upon its required adoption on January 1, 2011.





Off Balance Sheet Transactions





We have no off-balance sheet arrangements.





ITEM 7A.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





Not applicable because we are a smaller reporting company.





7




ITEM 8.       FINANCIAL STATEMENTS





CHARDAN ACQUISITION CORP.


(A DEVELOPMENT STAGE COMPANY)





CONTENTS




PAGE
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMPAGE
F-2
BALANCE SHEETS AS OF JANUARY 31, 2010 AND SEPTEMBER 30, 2009PAGE
F-3
STATEMENTS OF OPERATIONS FOR THE PERIOD FROM OCTOBER 1, 2009 TO JANUARY 31 2010, FOR THE PERIOD FROM OCTOBER 1, 2008 TO JANUARY 31, 2009 (UNAUDITED), FOR THE YEAR ENDED SEPTEMBER 30, 2009, FOR THE PERIOD FROM SEPTEMBER 26, 2008 (INCEPTION) TO SEPTEMBER 30, 2008 AND FOR THE PERIOD FROM SEPTEMBER 26, 2008 (INCEPTION) TO JANUARY 31, 2010PAGE
F-4
STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIENCY FOR THE PERIOD FROM SEPTEMBER 26, 2008 (INCEPTION) TO JANUARY 31, 2010PAGE
F-5
STATEMENTS OF CASH FLOWS FOR THE PERIOD FROM OCTOBER 1, 2009 TO JANUARY 31 2010, FOR THE PERIOD FROM OCTOBER 1, 2008 TO JANUARY 31, 2009 (UNAUDITED), FOR THE YEAR ENDED SEPTEMBER 30, 2009, FOR THE PERIOD FROM SEPTEMBER 26, 2008 (INCEPTION) TO SEPTEMBER 30, 2008  AND FOR THE PERIOD FROM SEPTEMBER 26, 2008 (INCEPTION) TO JANUARY 31, 2010PAGES
F-6 - 11
NOTES TO FINANCIAL STATEMENTS.









REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 To the Board of Directors of:
 Chardan Acquisition Corp.
 (A Development Stage Company)
 
 We have audited the accompanying balance sheets of Chardan Acquisition Corp. (a development stage company) as of January 31, 2010 and September 30, 2009, and the related statements of operations, changes in stockholders’ deficiency and cash flows for the four month period ended January 31, 2010, the year ended September 30, 2009, the period from September 26, 2008 (Inception) to September 30, 2008 and the period from September 26, 2008 (Inception) to January 31, 2010. 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 audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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 Chardan Acquisition Corp. (a development stage company) as of January 31, 2010 and September 30, 2009 and the results of its operations and its cash flows for the four month period ended January 31, 2010, the year ended September 30, 2009, the period from September 26, 2008 (Inception) to September 30, 2008 and the period from September 26, 2008 (Inception) to January 31, 2010, in conformity with accounting principles generally accepted in the United States of America.
 
 The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 5 to the financial statements, the Company has no operations and has a net loss of $47,682 from Inception, a working capital and stockholders’ deficiency of $20,935 at January 31, 2010 and used cash in operations from $18,781 from Inception. These factors raise substantial doubt about the Company's ability to continue as a going concern.  Management's plans concerning these matters are also described in Note 5. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 
 WEBB & COMPANY, P.A.
 Certified Public Accountants
 
 Boynton Beach, Florida
 August 30, 2010





F-1




Chardan Acquisition Corp.(A Development Stage Company)Balance SheetsASSETSJanuary 31, 2010


September 30, 2009Total  Assets

$
-


$
-LIABILITIES AND STOCKHOLDERS' DEFICIENCYCurrent LiabilitiesLoans payable - related party


$
14,754


$
8,411Accounts payable



6,181



4,065Total  Liabilities


20,935



12,476Commitments and Contingencies


-



-Stockholders' DeficiencyCommon stock,  no par value; 50,000 shares authorized,  50,000and 50,000 shares issued and outstanding, respectively


26,747



23,010Deficit accumulated during the development stage


(47,682
)


(35,486
)Total Stockholders' Deficiency


(20,935
)


(12,476
)Total Liabilities and Stockholders' Deficiency

$
-


$
-









F-2




Chardan Acquisition Corp.(A Development Stage Company)Statements of OperationsFor the Period From October 1, 2009 to

January 31, 2010


For the Period From October 1, 2008 to

January 31, 2009


For the Year Ended

September 30, 2009


For the Period from September 26, 2008

(Inception) to September 30, 2008


For the Period from September 26, 2008

(Inception) to January 31, 2010(Unaudited)Operating ExpensesProfessional fees

$
7,129


$
13,019


$
21,904


$
1,500


$
30,533General and administrative


4,797



4,035



12,072



10



16,879Total Operating Expenses


11,926



17,054



33,976



1,510



47,412Loss from Operations


(11,926
)


(17,054
)


(33,976
)


(1,510
)


(47,412
)Other ExpensesInterest Expense


(270
)


-



-



-



(270
)LOSS FROM OPERATIONS BEFORE INCOME TAXES


(12,196
)


(17,054
)


(33,976
)


(1,510
)


(47,682
)Provision for Income Taxes


-



-



-



-



-NET LOSS

$
(12,196
)

$
(17,054
)

$
(33,976
)

$
(1,510
)

$
(47,682
)Net Loss Per Share  - Basic and Diluted

$
(0.24
)

$
(0.46
)

$
(0.74
)

$
(0.41
)Weighted average number of shares outstandingduring the period - Basic and Diluted


50,000



37,090



45,673



3,676









F-3




Chardan Acquisition Corp.(A Development Stage Company)Statement of Changes in Stockholders' DeficiencyFor the Period from September 26, 2008 (Inception) to January 31, 2010DeficitCommon stock


accumulated during


Totaldevelopment


Stockholder'sShares


Amount


stage


DeficiencyBalance, September 26, 2008 (inception)


-


$
-


$
-


$
-Common stock issued for services to founder ($0.0027/Sh)


3,676



10



-



10Net loss for the period September 26, 2008 (inception) to September 30, 2008


-



-



(1,510
)


(1,510
)Balance, September 30, 2008


3,676



10



(1,510
)


(1,500
)Common stock issued for cash ($0.27/Sh)


46,324



12,600



-



12,600In kind contribution of services


-



10,400



-



10,400Net loss for the year ended September 30, 2009


-



-



(33,976
)


(33,976
)Balance, September 30, 2009


50,000



23,010



(35,486
)


(12,476
)In kind contribution of services


-



3,467



-



3,467In kind contribution of interest


-



270



-



270Net loss for the period from October 1, 2009 to January 31, 2010


-



-



(12,196
)


(12,196
)Balance, January 31, 2010


50,000


$
26,747


$
(47,682
)

$
(20,935
)









F-4




Chardan Acquisition Corp.(A Development Stage Company)Statements of Cash FlowsFor the Period from October

1, 2009 to January 31, 2010


For the Period from October

1, 2008 to January 31, 2009


For the Year Ended

September 30, 2009


For the Period From September 26, 2008

(Inception) to September 30, 2008


For the Period from September 26, 2008

(Inception) to January 31, 2010(Unaudited)Cash Flows Used In Operating Activities:Net Loss

$
(12,196
)

$
(17,054
)

$
(33,976
)

$
(1,510
)

$
(47,682
)Adjustments to reconcile net loss to net cash used in operationsCommon stock issued for services


-



-



-



10



10In-kind contribution of interest


270







-







270In-kind contribution of services


3,467



3,467



10,400



-



13,867Changes in operating assets and liabilities:Increase in accounts payable


6,343



987



6,911



1,500



14,754Net Cash Used In Operating Activities


(2,116
)


(12,600
)


(16,665
)


-



(18,781
)Cash Flows From Financing Activities:Proceeds from loan payable- related party


2,116



-



4,065



-



6,181Proceeds from issuance of common stock


-



12,600



12,600



-



12,600Net Cash Provided by Financing Activities


2,116



12,600



16,665



-



18,781Net Increase in Cash


-



-



-



-



-Cash at Beginning of Period


-



-



-



-



-Cash at End of Period

$
-


$
-


$
-


$
-


$
-Supplemental disclosure of cash flow information:Cash paid for interest

$
-


$
-


$
-


$
-


$
-Cash paid for taxes

$
-


$
-


$
-


$
-


$
-








F-5




CHARDAN ACQUISITION CORP.
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO FINANCIAL STATEMENTS
 AS OF JANUARY 31, 2010 AND SEPTEMBER 30, 2009






NOTE 1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
 
 (A) Organization
 
 Chardan Acquisition Corp. (a development stage company) (the "Company") was incorporated under the laws of the State of Nevada on September 26, 2008.  Effective May 25, 2010, the Company redomesticated from the State of Nevada to the Territory of the British Virgin Islands.
 
 The Company was formed to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. It has been in the developmental stage since inception and has no operations to date other than issuing shares to our original shareholder. It will attempt to locate and negotiate with a business entity for the combination of that target company with us. The combination will normally take the form of a merger, stock- for-stock exchange or stock-for-assets exchange. In most instances, the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that it will be successful in locating or negotiating with any target company.
 
 Activities during the development stage include developing the business plan and raising capital.
 
 (B) Use of Estimates
 
 In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period.  Actual results could differ from those estimates.
 
 (C) Cash and Cash Equivalents
 
 The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At January 31, 2010 and September 30, 2009, respectively, the Company had no cash equivalents.
 
 (D) Loss Per Share
 
 Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by FASB Accounting Standards Codification Topic 260, “Earnings Per Share.”  As of January 31, 2010, January 31, 2009, September 30, 2009, and September 30, 2008, respectively, there were no common share equivalents outstanding.
  F-6




CHARDAN ACQUISITION CORP.
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO FINANCIAL STATEMENTS
 AS OF JANUARY 31, 2010 AND SEPTEMBER 30, 2009






(E) Income Taxes
 
 In the BVI, there are no income or other business taxes applicable to the Company. However, the facts and circumstances of the Redomestication are such that the Company management believes the Company remains subject to the continuing jurisdiction of the United States and accruals of tax reflect that assumption. The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”).  Under ASC 740-10-25, 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 ASC 740-10-25, 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.
 
 As of January 31, 2010, the Company has net operating loss carryforwards of approximately $33,500 available to offset future taxable income through 2030.  The valuation allowance for the period from October 1, 2009 to January 31, 2010 was $11,402.  The valuation allowance at September 30, 2009 was $8,526.  The net change in the valuation allowance for the period ended January 31, 2010 was an increase of $2,876.
 
 
 January 31, 2010


September 30, 2009Expected income tax recovery (expense) at the statutory rate of 34%

$
(4,147
)

$
(11,552
)Tax effect of expenses that are not deductible for income tax purposes (net of other amounts deductible for tax purposes)


1,271



3,536Tax effect of differences in the timing of deductibility of items for income tax purposes


-



-Change in valuation allowance


2,876



8,016Provision for income taxes

$
-


$
-The components of deferred income taxes are as follows:January 31, 2010


September 30, 2009Deferred income tax asset:Net operating loss carryforwards

$
11,402


$
8,526Valuation allowance


(11,402
)


(8,526
)Deferred income taxes

$
-


$
-
  F-7
  CHARDAN ACQUISITION CORP.
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO FINANCIAL STATEMENTS
 AS OF JANUARY 31, 2010 AND SEPTEMBER 30, 2009


(F) Business Segments
 
 The Company operates in one segment and therefore segment information is not presented.
 
 (G) Revenue Recognition
 
 The Company will recognize revenue on arrangements in accordance with FASB ASC No. 605, “Revenue Recognition”.  In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.
 
 (H) Recent Accounting Pronouncements
 
 In October 2009, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standard Update (“ASU”) No. 2009-13, which addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services separately rather than as a combined unit and modifies the manner in which the transaction consideration is allocated across the separately identified deliverables. The ASU significantly expands the disclosure requirements for multiple-deliverable revenue arrangements. The ASU will be effective for the first annual reporting period beginning on or after June 15, 2010, and may be applied retrospectively for all periods presented or prospectively to arrangements entered into or materially modified after the adoption date. Early adoption is permitted, provided that the guidance is retroactively applied to the beginning of the year of adoption. The Company does not expect the adoption of ASU No. 2009-13 to have any effect on its financial statements upon its required adoption on January 1, 2011.




NOTE  2
NOTE PAYABLE – RELATED PARTY




For the year ended September 30, 2009, a related party loaned the Company $4,065.  The Company entered into a written promissory note concerning this obligation.  The loan is noninterest bearing and payable on demand(See Note 4).
  F-8





CHARDAN ACQUISITION CORP.
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO FINANCIAL STATEMENTS
 AS OF JANUARY 31, 2010 AND SEPTEMBER 30, 2009




As of January 31, 2010, total loan payable – related party is $6,181 (See Note 4).


NOTE 3
STOCKHOLDERS’ DEFICIENCY
 
 (A)Stock Issued for Services
 
 On September 26, 2008, the Company issued 3,676 shares of common stock to its founder having a fair value of $10 ($0.0027/share) in exchange for services provided (See Note 3(D) and 4).
 
 (B) Stock Issued for Cash
 
 On November 4, 2008, the Company issued 46,324 shares of common stock for cash of $12,600 ($0.27/share) to a related party (See Note 3(D) and 4).
 
 (C) In Kind Contribution of Services
 
 For the period from October 1, 2009 to January 31, 2010, the shareholder of the Company contributed $270 of in kind contribution of interest on behalf of the Company (See Note 4).
 
 For the year ended September 30, 2009, the shareholders of the Company contributed services having a fair value of $10,400 (See Note 4).
 
 For the period from October1, 2009 to January 31, 2010, the shareholders of the Company contributed services having a fair value of $3,467 (See Note 4).
 
 (D) Amendment to Articles of Incorporation/Redomestication
 
 Effective May 25, 2010, the Company redomesticated from the State of Nevada to the Territory of the British Virgin Islands. Effective the same date, the Company's authorized capital was changed from 100,000,000 of common shares $0.0001 par value to 50,000 common shares without a par value and from 10,000,000 of preferred shares $0.0001 par value to no preferred shares authorized.  Common Stock is the only authorized capital of the Company.  All basic and diluted loss per share and average shares outstanding information has been adjusted to reflect the aforementioned redomestication.




F-9




CHARDAN ACQUISITION CORP.
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO FINANCIAL STATEMENTS
 AS OF JANUARY 31, 2010 AND SEPTEMBER 30, 2009




NOTE  4
RELATED PARTY TRANSACTIONS
 
 For the year ended September 30, 2009, a related party loaned the Company $4,065.  The Company entered into a written promissory note concerning this obligation.  The loan is noninterest bearing and payable on demand.
 
 For the period from October 1, 2009 to January 31, 2010, a related party loaned the Company $2,116. The Company entered into various written promissory notes concerning those obligations.  These loans are non-interest bearing and payable on demand.
  As of January 31, 2010, total loan payable – related party is $6,181 (See Note 2).
  For the period from October 1, 2009 to January 31, 2010, the shareholder of the Company contributed $270 of in kind contribution of interest on behalf of the Company (See Note 3(C)).
  For the year ended September 30, 2009, the shareholders of the Company contributed services having a fair value of $10,400 (See Note 3(C)).
  For the period from October1, 2009 to January 31, 2010, the shareholders of the Company contributed services having a fair value of $3,467 (See Note 4).
  On November 4, 2008, the Company issued 46,324 shares of common stock for cash of $12,600 ($0.27/share) to a related party (See Note 3 (B)).
  On September 26, 2008, the Company issued 3,676 shares of common stock to its founder having a fair value of $10 ($0.0027/share) in exchange for services provided (See Note 3(A)).
 
 NOTE 5         GOING CONCERN
 
 As reflected in the accompanying financial statements, the Company is in the development stage with no operations and has a net loss of $47,682 for the period from September 26, 2008 (inception) to January 31, 2010; and a working capital deficiency and stockholders’ deficiency of $20,935 at January 31, 2010.  This raises substantial doubt about its ability to continue as a going concern.  The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan.  The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
 
 Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.
  F-10
  CHARDAN ACQUISITION CORP.
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO FINANCIAL STATEMENTS
 AS OF JANUARY 31, 2010 AND SEPTEMBER 30, 2009
 NOTE 6         SUBSEQUENT EVENTS
  On July 28, 2010, the Company’s Board of Directors authorized a change in the Company’s fiscal year end to January 31 from September 30.
 
 On March 10, 2010, a related party loaned the Company $8,801.  The Company entered into a written promissory note concerning this obligation.  The loan is noninterest bearing and payable on demand.
 
 On March 25, 2010, a related party loaned the Company $3,975.  The Company entered into a written promissory note concerning this obligation.  The loan is noninterest bearing and payable on demand.
 
 On March 26, 2010, a related party loaned the Company $1,028.  The Company entered into a written promissory note concerning this obligation.  The loan is noninterest bearing and payable on demand.
  On April 27, 2010, a related party loaned the Company $3,355.  The Company entered into a written promissory note concerning this obligation.  The loan is noninterest bearing and payable on demand.
  On August 14, 2010, a related party loaned the Company $10,350.  The Company entered into a written promissory note concerning this obligation.  The loan is noninterest bearing and payable on demand.
 
 Effective May 25, 2010, the Company redomesticated from the State of Nevada to the Territory of the British Virgin Islands. Effective the same date, the Company's authorized capital was changed from 100,000,000 of common shares $0.0001 par value to 50,000 common shares without a par value and from 10,000,000 of preferred shares $0.0001 par value to no preferred shares authorized.  Common Stock is the only authorized capital of the Company.  All basic and diluted loss per share and average shares outstanding information has been adjusted to reflect the aforementioned redomestication.


F-11




ITEM 9.       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE





Our accountant is Webb & Company, PA, independent certified public accountants. We do not presently intend to change accountants. At no time have there been any disagreements with such accountants regarding any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.





ITEM 9A.    CONTROLS AND PROCEDURES





Evaluation of disclosure controls and procedures





Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of January 31, 2010. Based on this evaluation, our principal executive officer and principal financial officers have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that our disclosure and controls are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.





MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING





Management of the Company is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act.  The Company’s internal control over financial reporting is designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements in accordance with United State’s generally accepted accounting principles (US GAAP), including those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with US GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the company, and (iii) 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 conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.  Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of our internal control over financial reporting.  Based on this assessment, Management concluded the Company maintained effective internal control over financial reporting as of January 31, 2010.





Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.





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 our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.





8




Changes in internal controls





We have not made any changes to our internal controls subsequent to the Evaluation Date. We have not identified any deficiencies or material weaknesses or other factors that could significantly affect these controls, and therefore, no corrective action was taken.





PART III





ITEM 10.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS: COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT





The following table set forth our directors, executive officers, significant employees, as well as their ages and the positions they held, as of the date hereof:





Name
Age
Positions and Offices HeldCongyan Mark Xue (1)
35
Chief Executive Officer and DirectorWilliam C. Morro (2)
56
Chief Financial Officer





(1) On July 29, 2010, the shareholders of the Company appointed Congyan Mark Xue to serve as the Company’s sole director, and on that same date Mr. Xue appointed himself as the Company’s Chief Executive Officer.





(2) On July 30, 2010, Mr. Xue, the Company’s sole director appointed William C. Morro as the Company’s Chief Financial Officer.





Mr. Xue, age 35, is currently a Managing Director at Chardan Capital Markets, LLC, an investment bank and the Company’s principal stockholder, where he is responsible for the overall business operations of Chardan Capital Market’s Beijing office. Mr. Xue joined Chardan Capital Markets on April 1, 2007.  From 2004 until joining Chardan Capital markets LLC, Mr. Xue worked as an associate at Beijing Chum Investment Corporation. Mr. Xue holds an MA in International Finance from Leeds University and a BS in Computer Science, from Angeles University in Philippines.





Mr. Morro, age 56, is currently a Managing Director at Chardan Capital Markets, LLC, an investment bank and the Company’s principal stockholder, where he is responsible for various investment banking projects. Mr. Morro joined Chardan Capital Markets on October 1, 2009.  Since 2001 Mr. Morro has been Managing Director of InterAmerican Group, an investment and operations consulting business, and he continues in that role on a part-time basis.  Since its formation in May 2005 Mr. Morro served as Chief Executive Officer and a board member of CNC Development Ltd. and its predecessor Company, InterAmerican Acquisition Group, Inc (OTCBB: CDLVF).  He currently also serves on the board of directors of Boardman Molded International, LLC, a private company providing injection molded products to customers in the United States and Mexico. Mr. Morro holds an MBA from the Kellogg Graduate School of Management (Northwestern University) and a B.A. from Dartmouth College.





We may agree to pay finder's fees, as appropriate and allowed, to unaffiliated persons who may bring a target company to us where that reference results in a business combination. No finder's fee of any kind will be paid by us to management or our promoters or to their associates or affiliates. No loans of any type have, or will be, made by us to management or our promoters or to any of their associates or affiliates.





We will not enter into a business combination, or acquire any assets of any kind for its securities, in which our management or any affiliates or associates have any interest, direct or indirect.





There are no binding guidelines or procedures for resolving potential conflicts of interest. Failure by management to resolve conflicts of interest in favor of us could result in liability of management to us. However, any attempt by shareholders to enforce a liability of management to us would most likely be prohibitively expensive and time consuming.





9




Term of Office





Our sole director is appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.





All officers and directors listed above will remain in office until the next annual meeting of our stockholders, and until their successors have been duly elected and qualified. There are no agreements with respect to the election of directors. We have not compensated our director for service on our Board of Directors, any committee thereof, or reimbursed for expenses incurred for attendance at meetings of our Board of Directors and/or any committee of our Board of Directors. Officers are appointed annually by our Board of Directors and each Executive Officer serves at the discretion of our Board of Directors. We do not have any standing committees. Our Board of Directors may in the future determine to pay directors’ fees and reimburse Directors for expenses related to their activities.





None of our officers and/or directors have filed any bankruptcy petition, been convicted of or been the subject of any criminal proceedings or the subject of any order, judgment or decree involving the violation of any state or federal securities laws within the past five (5) years.





Certain Legal Proceedings





No director, nominee for director, or executive officer of the Company has appeared as a party in any legal proceeding material to an evaluation of his ability or integrity during the past five years.





Compliance With Section 16(A) Of The Exchange Act.





Section 16(a) of the Exchange Act requires the Company’s officers and directors, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission and are required to furnish copies to the Company. To the best of the Company’s knowledge, any reports required to be filed were timely filed in fiscal year ended January 31, 2010.





Code of Ethics





The company has not adopted a Code of Ethics applicable to its Chief Executive Officer and Chief Financial Officer.





ITEM 11.     EXECUTIVE COMPENSATION





Compensation of Executive Officers





The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us during the fiscal years ended January 31, 2010 and September 30, 2009 in all capacities for the accounts of our executives, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO):




10




SUMMARY COMPENSATION TABLE





Name and

Principal Position
Year

Salary

($)


Bonus

($)


Stock Awards

($)

Option Awards

($)


Non-Equity Incentive Plan Compensation ($)


Non-Qualified Deferred Compensation Earnings

($)


All Other Compensation

($)


Totals

($)Kerry Propper

Former President,

CEO and CFO (1)
2010

$
0



0



0



0



0



0



0


$
02009

$
0



0



0



0



0



0



0


$
0Congyan Mark Xue
2010

$
0



0



0



0



0



0



0


$
0CEO and Director
2009

$
0



0



0



0



0



0



0


$
0William C. Morro
2010

$
0



0



0



0



0



0



0


$
0CFO
2009

$
0



0



0



0



0



0



0


$
0





(1) On July 29, 2010, Kerry Propper, the President and sole director of the Company resigned from each such position, which resignations were effective on that date.  The Company is not aware of any disagreement between the Company and Mr. Propper that led to his resignation.





No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees.
 
 Our directors will not receive a fee for attending each board of directors meeting or meeting of a committee of the board of directors. All directors will be reimbursed for their reasonable out-of-pocket expenses incurred in connection with attending board of director and committee meetings.




Employment Agreements





We do not have any employment agreements in place with our officers and directors.





ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT





The following table sets forth each person known by us to be the beneficial owner of five percent or more of the Company's Common Stock, all directors individually and all directors and officers of the Company as a group. Except as noted, each person has sole voting and investment power with respect to the shares shown.





Name and Address of

Beneficial Owner
Amount of

Beneficial Ownership
Percentage

of ClassKerry Propper
50,000(1)
100%17 State StreetSuite 1600New York, NY 10004All Executive Officersand Directors as a Group
0
0(1 Person)





(1)  Kerry Propper owns a total of 50,000 shares of our common stock.  Of such amount he owns 3,676 personally and 46,324 shares are held by Chardan Capital Markets, LLC which is principally owned by Kerry Propper.





11




ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.





For the year ended September 30, 2009, a related party loaned the Company $4,065.  The Company entered into a written promissory note concerning this obligation.  The loan is noninterest bearing and payable on demand.





For the period from October 1, 2009 to January 31, 2010, a related party loaned the Company $2,116. The Company entered into various written promissory notes concerning those obligations.  These loans are non-interest bearing and payable on demand.





As of January 31, 2010, total loan payable – related party is $6,181.





For the period from October 1, 2009 to January 31, 2010, the shareholder of the Company contributed $270 of in kind contribution of interest on behalf of the Company.





For the year ended September 30, 2009, the shareholders of the Company contributed services having a fair value of $10,400.





For the period from October1, 2009 to January 31, 2010, the shareholders of the Company contributed services having a fair value of $3,467.





On November 4, 2008, the Company issued 46,324 shares of common stock for cash of $12,600 ($0.27/share) to Chardan Capital Market, LLC, a related party.





On September 26, 2008, the Company issued 3,676 shares of common stock to its founder, Kerry Propper, having a fair value of $10 ($0.0027/share) in exchange for services provided.





Except as otherwise indicated herein, there have been no related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-X.





ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES





Audit Fees





For the Company’s fiscal year ended January 31, 2010 and September 30, 2009, we were billed approximately $7,376 and $8,659 for professional services rendered for the audit and review of our financial statements.





Audit Related Fees





For the Company’s fiscal year ended January 31, 2010 and September 30, 2009, we were not billed any audit related fees.





Tax Fees





For the Company’s fiscal years ended January 31, 2010 and September 30, 2009, we were not billed for professional services rendered for tax compliance, tax advice, and tax planning.





All Other Fees





The Company did not incur any other fees related to services rendered by our principal accountant for the fiscal years ended January 31, 2010 and September 30, 2009.





Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.





We do not have an audit committee.  Our entire board of directors pre-approves all services provided by our independent auditors.




12


The pre-approval process has just been implemented in response to the new rules. Therefore, our board of directors does not have  records of  what percentage of the above fees were pre-approved.  However, all of the above services and fees were reviewed and approved by the entire board of directors either before or after the respective services were rendered.





PART IV





ITEM 15.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES.





(a) The following documents are filed as part of this report:





(1) Financial Statements and Report of Independent Registered Public Accounting Firm, which are set forth in the index to Consolidated Financial Statements on pages F-1 through F-11 of this report.





Report of Independent Registered Public Accounting Firm— Webb & Company, P.A.Balance SheetsStatements of Income and Comprehensive IncomeStatements of Shareholders’ EquityStatements of Cash FlowsNotes to Financial Statements





(2) Financial Statement Schedule: None.





(3) Exhibits





Exhibit No.

Description3.1

Memorandum of Association and Articles of Association (Incorporated by reference to the current report on Form 8-K filed on May 26, 2010).31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *31.2

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *32.1

Certification of Chief Executive Officer of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *32.2

Certification of Chief Financial Officer of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *





*
Filed herein.




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SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.





Chardan Acquisition Corp.Date: September 15, 2010
By:
/s/ Congyan XueCongyan XueChief Executive Officer and Director





Date: September 15, 2010
By:
/s/ William C. MorroWilliam C. MorroChief Financial Officer and Principal Accounting Officer







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