SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-K
 
 (Mark
One)
 
 x
              ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 For
the fiscal year ended September 30, 2009
 
 o
              TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 For the
transition period from ___________ to ___________
 
 Commission
File No. 000-53465
 
 Chardan
Acquisition Corp
 (Name of
small business issuer in its charter)
 
 Nevada(State
      or other jurisdiction of
                incorporation
      or organization)
              
              (IRS
      Employer Identification No.)
 
 17
      State Street, Suite 1600, New York, NY
              
              10004(Address
      of principal executive offices)
              
              (Zip
      Code)
 
 (646)
465-9091
 (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, par value $.0001
                (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                                           Acceleratedfiler                     
  o
 Non-accelerated
filer                                                      o Smaller
reporting company     x
 (Do not
check if a smaller reporting company)
 
 Revenues
for year ended September 30, 2009: $0
 
 Aggregate
market value of the voting common stock held by non-affiliates of the registrant
as of September 30, 2009, was: $0
 
 Number of
shares of the registrant’s common stock outstanding as of January 13, 2010 was:
1,360,000
 
 Transitional
Small Business Disclosure
Format:         Yes o       No
x
 
 
 
 
 
 
 TABLE
OF CONTENTS
 
 
 PART
      I
                
                1ITEM
      1.
                DESCRIPTION
      OF BUSINESS
                1ITEM
      2.
                DESCRIPTION
      OF PROPERTY
                3ITEM
      3.
                LEGAL
      PROCEEDINGS
                3ITEM
      4.
                SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
                3PART
      II
                
                3ITEM
      5.
                MARKET
      FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
                3ITEM
      6.
                SELECTED
      FINANCIAL DATA
                5ITEM
      7.
                MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
                5ITEM
      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
                11ITEM
      14.
                PRINCIPAL
      ACCOUNTANT FEES AND SERVICES
                11PART
      IV
                
                11ITEM
      15
                EXHIBITS
      LIST AND REPORTS ON FORM 8-K
                12SIGNATURES
                
                13
  
 
 
 
 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. 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 made no efforts to identify a possible
business combination. As a result, the Company has not conducted negotiations or
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. The Company selected September 30 as its fiscal year end.
 
 (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 Kerry Propper the officer and director of the Registrant. As of
this date the Company has not entered into any definitive agreement with any
party, nor have there been any specific discussions with any potential business
combination candidate regarding business opportunities for the Company. 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;
 
 (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
 
  -1-
 
 
 (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.
 
 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.
   -2-
 
 (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.       SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS
 
 None.
 
 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.
 
 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.
 
 
 -3-
 
 
 Holders
 
 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.
 
 Recent Sales of Unregistered
Securities
 
 On
November 4, 2008, the Company issued 1,260,000 shares of common stock for cash
of $12,600 ($0.01/share) to Chardan Capital Market, a related
party.
 Equity Compensation Plan
Information
 
 The
following table sets forth certain information as of September 30, 2009, with
respect to compensation plans under which our equity securities are authorized
for issuance:
 
 (a)
              (b)
              (c)_________________
              _________________
              _________________Number
      of securities to be issued upon exercise of outstanding options, warrants
      and rights
              Weighted-average
      exercise price of outstanding options, warrants and rights
              Number
      of securities remaining available for future issuance under equity
      compensation plans (excluding securities reflected in column
      (a))Equity
      compensation
              NonePlans
      approved bySecurity
      holdersEquity
      compensation
              NonePlans
      not approvedBy
      security holdersTotal
 
 
 -4-
 
 
 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.
 
 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 directors have not had any preliminary contact or discussions with
any representative of any other entity regarding a business combination with us.
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.
 
 We
anticipate that the selection of a business combination will be complex and
extremely 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 even the limited
additional capital which we will have and/or 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 extremely difficult and complex.
 
 
 -5-
 
 Results
of Operation
 
 The
Company did not have any operating income from September 30, 2008 through
September 30, 2009 and the Company recognized a net loss of $1,510 in
2008 and $33,976 in 2009. Expenses from inception were comprised of costs mainly
associated with legal, accounting and office.
 Liquidity and Capital
Resources
 
 At
September 30, 2009 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. Payments are 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.
 
 Kerry
Propper will supervise the search for target companies as potential candidates
for a business combination. Kerry Propper will pay, as his own expenses, any
costs he incurs in supervising the search for a target company. Kerry Propper
may enter into agreements with other consultants to assist in locating a target
company and may share stock received by it or cash resulting from the sale of
its securities with such other consultants. Kerry Propper controls us and
therefore has the authority to enter into any agreement binding us. Kerry
Propper as our sole officer and director can authorize any such agreement
binding us.
 
 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 $20,000. 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.
  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.
 
 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.
   -6-
  Recent Accounting
Pronouncements
 
 In
June 2009, the FASB issued ASC 105 Accounting Standards
CodificationTMand the Hierarchy of
Generally Accepted Accounting Principles. The FASB Accounting Standards
CodificationTM (the
“Codification”) has become the source of authoritative accounting principles
recognized by the FASB to be applied by nongovernmental entities in the
preparation of financial statements in accordance with Generally Accepted
Accounting Principles (“GAAP”). All existing accounting standard documents are
superseded by the Codification and any accounting literature not included in the
Codification will not be authoritative. Rules and interpretive releases of the
SEC issued under the authority of federal securities laws, however, will
continue to be the source of authoritative generally accepted accounting
principles for SEC registrants. Effective September 30, 2009, all
references made to GAAP in our consolidated financial statements will include
references to the new Codification. The Codification does not change or alter
existing GAAP and, therefore, will not have an impact on our financial position,
results of operations or cash flows.
 
 In June
2009, the FASB issued changes to the consolidation guidance applicable to a
variable interest entity (VIE). FASB ASC Topic 810, "Consolidation," amends the
guidance governing the determination of whether an enterprise is the primary
beneficiary of a VIE, and is, therefore, required to consolidate an entity, by
requiring a qualitative analysis rather than a quantitative analysis. The
qualitative analysis will include, among other things, consideration of who has
the power to direct the activities of the entity that most significantly impact
the entity's economic performance and who has the obligation to absorb losses or
the right to receive benefits of the VIE that could potentially be significant
to the VIE. This standard also requires continuous reassessments of whether an
enterprise is the primary beneficiary of a VIE. FASB ASC 810 also requires
enhanced disclosures about an enterprise's involvement with a VIE. Topic 810 is
effective as of the beginning of interim and annual reporting periods that begin
after November 15, 2009. This will not have an impact on the Company’s financial
position, results of operations or cash flows.
 
 In June
2009, the FASB issued Financial Accounting Standards Codification No. 860 -
Transfers and Servicing. FASB ASC No. 860 improves the relevance,
representational faithfulness, and comparability of the information that a
reporting entity provides in its financial statements about a transfer of
financial assets; the effects of a transfer on its financial position, financial
performance, and cash flows; and a transferor's continuing involvement, if any,
in transferred financial assets. FASB ASC No. 860 is effective as of the
beginning of each reporting entity's first annual reporting period that begins
after November 15, 2009, for interim periods within that first annual reporting
period and for interim and annual reporting periods thereafter. The Company is
evaluating the impact the adoption of FASB ASC No. 860 will have on its
financial statements.
 
 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
                1
                REPORT
      OF INDEPENDENT REGISTERED PUBLICACCOUNTING
      FIRMPAGE
                2
                BALANCE
      SHEETS AS OF SEPTEMBER 30, 2009 AND AS OF SEPTEMBER 30,
    2008.PAGE
                3
                STATEMENTS
      OF OPERATIONS 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 SEPTEMBER 30,
  2009PAGE
                4
                STATEMENTS
      OF CHANGES IN STOCKHOLDERS’ DEFICIENCY FOR THE PERIOD FROM SEPTEMBER 26,
      2008 (INCEPTION) TO SEPTEMBER 30, 2009PAGE
                5
                STATEMENTS
      OF CASH FLOWS 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 SEPTEMBER 30,
  2009PAGES
                6 -
      10
                NOTES
      TO FINANCIAL STATEMENTS
   
   Webb
      & Company, P.A.Certified
      Public Accountants
 REPORT
OF INDEPENDENT REGISTERED PUBLICACCOUNTING
FIRM
    To the
Board of Directors of:
 Chardan
Acquisition Corp.
 
 We have
audited the accompanying balance sheets of Chardan Acquisition Corp. (a
development stage company) as of  September 30, 2009 and 2008, and the
related statements of operations, changes in stockholders' deficiency and cash
flows for the year ended September 30, 2009 and the period September 26, 2008
(Inception) to September 30, 2008 and the period September 26, 2008 (Inception)
to September 30, 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 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 September 30, 2009 and 2008 and the results of
its operations and its cash flows for the year ended September 30, 2009 and the
period September 26, 2008 (Inception) to September 30, 2008 and the period
September 26. 2008 (Inception) to September 30, 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 in Note 5 to the financial
statements, the Company has no operations and has a net loss of $35,486 from
Inception, a working capital and stockholders' deficiency of $12,476 at
September 30, 2009 and used cash in operations from $16,665 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.
  /s/  Webb & Company, P.A.
  WEBB
& COMPANY, P.A.
 Certified
Public Accountants
 
 Boynton
Beach, Florida
 January
18, 2010
      
 F-1
  Chardan
      Acquisition Corp.(A
      Development Stage Company)Balance
      SheetsASSETSSeptember
      30, 2009
                    
                    
                    September
      30, 2008Total  Assets
                    
                    $
                    -
                    
                    
                    $
                    -LIABILITIES AND STOCKHOLDERS'
      DEFICIENCYCurrent
      LiabilitiesAccounts
      payable
                    
                    $
                    8,411
                    
                    
                    $
                    1,500Loan payable -
      related party
                    
                    
                    4,065
                    
                    
                    
                    -Total  Liabilities
                    
                    
                    12,476
                    
                    
                    
                    1,500Commitments
      and ContingenciesStockholders'
      DeficiencyPreferred stock,
      $0.0001 par value; 10,000,000 shares authorized, none issued and
      outstanding
                    
                    
                    -
                    
                    
                    
                    -Common stock,
      $0.0001 par value; 100,000,000 shares authorized,  1,360,000
      shares and 100,000 issued and outstanding, respectively
                    
                    
                    136
                    
                    
                    
                    10Additional paid-in
      capital
                    
                    
                    22,874
                    
                    
                    
                    -Deficit accumulated
      during the development stage
                    
                    
                    (35,486
                    )
                    
                    
                    (1,510
                    )Total
      Stockholders' Deficiency
                    
                    
                    (12,476
                    )
                    
                    
                    (1,500
                    )Total
      Liabilities and Stockholders' Deficiency
                    
                    $
                    -
                    
                    
                    $
                    -
   See
accompanying notes to financial statements
 F-2
  Chardan
      Acquisition Corp.(A
      Development Stage Company)Statements
      of OperationsFor
      the Year
                    
                    
                    For
      the Period from September 26, 2008
                    
                    
                    For
      the Period from September 26, 2008Ended
                      September 30, 2009
                    
                    
                    (Inception) to September 30,
      2008
                    
                    
                    (Inception) to September 30,
      2009Operating
      ExpensesProfessional
      fees
                    
                    $
                    21,904
                    
                    
                    $
                    1,500
                    
                    
                    $
                    23,404General
      and administrative
                    
                    
                    12,072
                    
                    
                    
                    10
                    
                    
                    
                    12,082Total
      Operating Expenses
                    
                    
                    33,976
                    
                    
                    
                    1,510
                    
                    
                    
                    35,486Loss
      from Operations
                    
                    
                    (33,976
                    )
                    
                    
                    (1,510
                    )
                    
                    
                    (35,486
                    )LOSS
      FROM OPERATIONS BEFORE INCOME TAXES
                    
                    
                    (33,976
                    )
                    
                    
                    (1,510
                    )
                    
                    
                    (35,486
                    )Provision
      for Income Taxes
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -NET
      LOSS
                    
                    $
                    (33,976
                    )
                    
                    $
                    (1,510
                    )
                    
                    $
                    (35,486
                    )Net
      Loss Per Share  - Basic and Diluted
                    
                    $
                    (0.03
                    )
                    
                    $
                    (0.02
                    )Weighted
      average number of shares outstandingduring
      the period - Basic and Diluted
                    
                    
                    1,242,308
                    
                    
                    
                    100,000
   See
accompanying notes to financial statements
 F-3
  Chardan
      Acquisition Corp.(A
      Development Stage Company)Statement
      of Changes in Stockholders' DeficiencyFor the Period from September 26, 2008 (Inception)
      to September 30, 2009DeficitPreferred
      stock
                  
                  
                  Common
      stock
                  
                  
                  Additional
                  
                  
                  accumulated
      during
                  
                  
                  Totalpaid-in
                  
                  
                  development
                  
                  
                  Stockholder'sShares
                  
                  
                  Amount
                  
                  
                  Shares
                  
                  
                  Amount
                  
                  
                  capital
                  
                  
                  stage
                  
                  
                  DeficiencyBalance,
      September 26, 2008 (inception)
                  
                  
                  -
                  
                  
                  $
                  -
                  
                  
                  
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Common
      stock issued for services to founder ($0.0001/Sh)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  100,000
                  
                  
                  
                  10
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  10Net
      loss for the period September 26, 2008 (inception) to September 30,
      2008
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (1,510
                  )
                  
                  
                  (1,510
                  )Balance,
      September 30, 2008
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  100,000
                  
                  
                  
                  10
                  
                  
                  
                  -
                  
                  
                  
                  (1,510
                  )
                  
                  
                  (1,500
                  )Common
      stock issued for cash ($0.01/sh)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,260,000
                  
                  
                  
                  126
                  
                  
                  
                  12,474
                  
                  
                  
                  -
                  
                  
                  
                  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
                  
                  
                  -
                  
                  
                  $
                  -
                  
                  
                  
                  1,360,000
                  
                  
                  $
                  136
                  
                  
                  $
                  22,874
                  
                  
                  $
                  (35,486
                  )
                  
                  $
                  (12,476
                  )
   See
accompanying notes to financial statements
 F-4
   Chardan
      Acquisition Corp.(A
      Development Stage Company)Statements
      of Cash FlowsFor the Period from
                  
                  
                  For the Period fromSeptember
      26, 2008
                  
                  
                  September
      26, 2008For
      the Year Ended
                  
                  
                  (inception)
      to
                  
                  
                  (inception) toSeptember
      30, 2009
                  
                  
                  September
      30, 2008
                  
                  
                  September
      30, 2009Cash
      Flows Used In Operating Activities:Net
      Loss
                  
                  $
                  (33,976
                  )
                  
                  $
                  (1,510
                  )
                  
                  $
                  (35,486
                  )Adjustments
      to reconcile net loss to net cash used in operationsCommon
      stock issued for services
                  
                  
                  -
                  
                  
                  
                  10
                  
                  
                  
                  10In-kind
      contribution of services
                  
                  
                  10,400
                  
                  
                  
                  -
                  
                  
                  
                  10,400Changes
      in operating assets and liabilities:Increase
      in accounts payable
                  
                  
                  6,911
                  
                  
                  
                  1,500
                  
                  
                  
                  8,411Net
      Cash Used In Operating Activities
                  
                  
                  (16,665
                  )
                  
                  
                  -
                  
                  
                  
                  (16,665
                  )Cash
      Flows From Financing Activities:Proceeds
      from loan payable- related party
                  
                  
                  4,065
                  
                  
                  
                  
                  
                  
                  
                  4,065Proceeds
      from issuance of common stock
                  
                  
                  12,600
                  
                  
                  
                  -
                  
                  
                  
                  12,600Net
      Cash Provided by Financing Activities
                  
                  
                  16,665
                  
                  
                  
                  -
                  
                  
                  
                  16,665Net
      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
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
  See
accompanying notes to financial statements
 F-5
  CHARDAN
ACQUISITION CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 AS OF SEPTEMBER 30, 2009 AND
2008
 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.
 
 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 have 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 September 30, 2009
and 2008, 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 September 30, 2009 and 2008,
respectively, there were no common share equivalents outstanding.
 
 
 F-6
 
  CHARDAN
ACQUISITION CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 AS OF SEPTEMBER 30,
2009 AND 2008
 (E) Income
Taxes
 
 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
September 30, 2009, the Company has a net operating loss carryforward of
approximately $25,076 available to offset future taxable income through 2029
which results in a deferred tax asset of $8,526.  The valuation
allowance at September 30, 2009 was $8,526.  The net change in the
valuation allowance for the period ended September 30, 2009 was an increase of
$8,016.
  (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
June 2009, the FASB issued ASC 105 Accounting Standards
CodificationTMand the Hierarchy of
Generally Accepted Accounting Principles. The FASB Accounting Standards
CodificationTM
(the “Codification”) has become the source of authoritative accounting
principles recognized by the FASB to be applied by nongovernmental entities in
the preparation of financial statements in accordance with Generally Accepted
Accounting Principles (“GAAP”). All existing accounting standard documents are
superseded by the Codification and any accounting literature not included in the
Codification will not be authoritative. Rules and interpretive releases of the
SEC issued under the authority of federal securities laws, however, will
continue to be the source of authoritative generally accepted accounting
principles for SEC registrants. Effective September 30, 2009, all
references made to GAAP in our consolidated financial statements will include
references to the new Codification. The Codification does not change or alter
existing GAAP and, therefore, will not have an impact on our financial position,
results of operations or cash flows.
   F-7
 
  CHARDAN
ACQUISITION CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 AS OF SEPTEMBER 30, 2009 AND
2008
 In June
2009, the FASB issued changes to the consolidation guidance applicable to a
variable interest entity (VIE). FASB ASC Topic 810, "Consolidation," amends the
guidance governing the determination of whether an enterprise is the primary
beneficiary of a VIE, and is, therefore, required to consolidate an entity, by
requiring a qualitative analysis rather than a quantitative analysis. The
qualitative analysis will include, among other things, consideration of who has
the power to direct the activities of the entity that most significantly impact
the entity's economic performance and who has the obligation to absorb losses or
the right to receive benefits of the VIE that could potentially be significant
to the VIE. This standard also requires continuous reassessments of whether an
enterprise is the primary beneficiary of a VIE. FASB ASC 810 also requires
enhanced disclosures about an enterprise's involvement with a VIE. Topic 810 is
effective as of the beginning of interim and annual reporting periods that begin
after November 15, 2009. This will not have an impact on the Company’s financial
position, results of operations or cash flows.
 
 In June
2009, the FASB issued Financial Accounting Standards Codification No. 860 -
Transfers and Servicing. FASB ASC No. 860 improves the relevance,
representational faithfulness, and comparability of the information that a
reporting entity provides in its financial statements about a transfer of
financial assets; the effects of a transfer on its financial position, financial
performance, and cash flows; and a transferor's continuing involvement, if any,
in transferred financial assets. FASB ASC No. 860 is effective as of the
beginning of each reporting entity's first annual reporting period that begins
after November 15, 2009, for interim periods within that first annual reporting
period and for interim and annual reporting periods thereafter. The Company is
evaluating the impact the adoption of FASB ASC No. 860 will have on its
financial statements.
  (I) Fair Value of Financial
Instruments
 
 The
carrying amounts reported in the balance sheet for accounts payable and loan
payable – related party approximate fair value based on the short-term maturity
of these instruments.
    F-8
 
  CHARDAN
ACQUISITION CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 AS OF SEPTEMBER 30, 2009 AND
2008
 
 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.  As of September 30, 2009, the loan balance is $4,065 (See
Note 4).
 
 NOTE  3 STOCKHOLDERS’
DEFICIENCY
 
 (A)Stock Issued for
Services
 
 On
September 26, 2008, the Company issued 100,000 shares of common stock to its
founder having a fair value of $10 ($0.0001/share) in exchange for services
provided (See Note 4).
 
 (B) Stock Issued for
Cash
 
 On
November 4, 2008, the Company issued 1,260,000 shares of common stock for cash
of $12,600 ($0.01/share) to a related party (See Note 4).
 
 (C) In Kind Contribution of
Services
 
 For the
year ended September 30, 2009, the shareholders of the Company contributed
service having a fair value of $10,400 (See Note 4).
  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.  As of September 30, 2009, the loan balance is $4,065 (See
Note 2).
 
 For the
year ended September 30, 2009 the shareholders of the Company contributed
service having a fair value of $10,400 (See Note 3(C)).
 
 On
November 4, 2008, the Company issued 1,260,000 shares of common stock for cash
of $12,600 ($0.01/share) to a related party (See Note 3 (B)).
 
 On
September 26, 2008, the Company issued 100,000 shares of common stock to its
founder having a fair value of $10 ($0.0001/share) in exchange for services
provided (See Note 3(A)).
   F-9
 
  CHARDAN
ACQUISITION CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 AS OF SEPTEMBER 30, 2009 AND
2008
   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 $35,486 for the
period from September 26, 2008 (inception) to September 30, 2009; and a working
capital deficiency and stockholders’ deficiency of $12,476 at September 30, 2009
and used cash in operations of $16,665 from inception.  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.
  NOTE
6      SUBSEQUENT
EVENTS
 
 In preparing
these financial statements, the Company has evaluated events and transactions
for potential recognition or disclosure through January 13, 2010, the date the
financial statements were issued and there were no items to
disclose.
  During
November 2009, a related party loaned the Company $2,115. The Company entered
into a written promissory note concerning this obligation. The loan is
noninterest bearing and payable on demand.
 F-10
 
 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 September 30, 2009.
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 September
30, 2009.
 
 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.
 
 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.
 
 
 -8-
 
 
 PART
III
 
 ITEM
10.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS: COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
 
 We have
one Director and Officer as follows:
 
 Name
              Age
              Positions
      and Offices HeldKerry
      Propper
              35
              President/Director
 
 Kerry Propper, has been
our chief executive officer and a member of our board of directors since
inception. From March 2005 through September 2007, Mr. Propper served as the
chief financial officer, secretary and a member of the board of directors of
Chardan North China Acquisition Corp. which acquired HLS Systems International
Ltd. in September 2007. Since September 2007, Mr. Propper has served as a
director of HLS Systems International Ltd. (OTCBB Symbol: HLSYF). From March
2005 through January 2008, Mr. Propper served as the chief executive officer and
a member of the board of directors of Chardan South China Acquisition Corp.
(which through a merger became A-Power Energy Generation
Systems — Nasdaq Symbol: APWR). Mr. Propper has been the owner and
chief executive officer of Chardan Capital Markets LLC (formerly known as
Gramercy Group), a New York based broker-dealer and FINRA member firm, since
July 2003. He has also been a managing member of SUJG, Inc., an investment
company, since April 2005. From its inception in December 2003 until November
2005, Mr. Propper served as the executive vice president and a member of the
board of directors of Chardan China Acquisition Corp., an OTC Bulletin Board
listed blank check company that was seeking to acquire an operating business in
the People’s Republic of China. In November 2005, Chardan China Acquisition
Corp. completed its business combination with State Harvest Holdings Ltd. and
changed its name to Origin Agritech Limited (Nasdaq Symbol: SEED). Mr. Propper
has continued to serve as a member of the board of directors of Origin Agritech
since its merger. Since November 2006, Mr. Propper has served as the executive
vice president of mergers and acquisitions of Shine Media Acquisition Corp., a
blank-check company listed on the OTC Bulletin Board. On May 8, 2008, Shine
Media entered into a stock purchase agreement pursuant to which it will acquire
all of the ordinary shares of China Greenscape Co., Ltd., a British Virgin
Islands company, which owns 100% of Jiangsu Sunshine Zoology and Forestry
Development Co., Ltd., a PRC company. Jiangsu Sunshine is an urban green
resources company that develops, cultivates, and distributes trees, plants and
flowers to expanding PRC municipalities. Since December, 2005, Mr. Propper has
served as a special advisor to Jaguar Acquisition Corp., a blank-check company
listed on the OTC Bulletin Board. On April 9, 2008, Jaguar merged with and into
a British Virgin Islands company named China Cablecom Holdings, and concurrently
entered into an agreement and plan of merger with China Cablecom Ltd., pursuant
to which Jaguar acquired China Cablecom Ltd. China Cablecom is a consolidator of
cable TV operating companies in the PRC. Mr. Propper was a founder, and from
February 1999 to July 2003 owner and managing director of Windsor Capital
Advisors, a full service brokerage firm also based in New York. Mr. Propper also
founded The Private Capital Group LLC, a small private investment firm
specializing in hard money loans and convertible preferred debt and equity
offerings for small public companies, in May 2000 and was affiliated with it
until December 2003. From July 1997 until February 1999, Mr. Propper worked at
Aegis Capital Corp., a broker-dealer and member firm of the FINRA. Mr. Propper
is on the advisory board of Netsol Technologies, a software company with
operations in Pakistan. Mr. Propper received his B.A. in Economics and
International Studies from Colby 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
directors are 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 Directors 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 September
30, 2009.
 
 Code of
Ethics
 
 The
company has adopted a Code of Ethics applicable to its Chief Executive Officer
and Chief Financial Officer. This Code of Ethics is filed herewith as an
exhibit.
 
 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 September 30, 2009 and 2008 in all capacities for the accounts of
our executives, including the Chief Executive Officer (CEO) and Chief Financial
Officer (CFO):
 
 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
                  President,
      CEO
                2009
                
                $
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                $
                0Executive
      Officer,
                2008
                
                $
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                $
                0Chief
      FinancialOfficer
 
   -10-
 
 
 Employment
Agreements
 
 We do not
have any employment agreements in place with our sole officer and
director.
 
 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
              1,360,000
      (1)
              100%17
      State StreetSuite
      1600New
      York, NY 10004All
      Executive Officersand
      Directors as a Group
              1,360,000
              100%(1
      Person)
  (1)  Kerry
Propper owns a total of 1,360,000 shares of our common stock.  Of such
amount he owns 100,000 personally and 1,260,000 shares are held by Chardan
Capital Markets which is principally owned by Kerry Propper.
 ITEM
13.    CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS.
 
 On
September 26, 2008, the Company issued 100,000 shares of common stock to our
founder, Kerry Propper, having a fair value of $10 ($0.0001/share) in exchange
for services provided.
 
 On
November 4, 2008, the Company issued 1,260,000 shares of common stock for cash
of $12,600 ($0.01/share) to Chardan Capital Market, a related
party.
 
 ITEM
14.    PRINCIPAL ACCOUNTANT FEES AND
SERVICES
 
 Audit
Fees
 
 For the
Company’s fiscal year ended September 30, 2009 and the period from September 26,
2008 (inception) to September 30, 2008, we were billed approximately $8,659 and
$0 for professional services rendered for the audit and review of our financial
statements.
 
 Audit Related
Fees
 
 For the
Company’s fiscal year ended September 30, 2009 and the period from September 26,
2008 (inception) to September 30, 2008, we were not billed any audit
related fees.
 Tax Fees
 
 For the
Company’s fiscal years ended September 30, 2009 and 2008, 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 September 30, 2009 and
2008.
 
 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.
 
 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.
 
 
 -11-
 
 
 
 PART
IV
 
 ITEM
15.     EXHIBITS
 
 Method
      of Filing
              Exhibit
      Number
              Exhibit
      TitleIncorporated
      by reference to Exhibit 3.1 to Form 10SB filed on October 26, 2007 (File
      No. 000-52866)
              3.1
              Certificate
      of Incorporation of Expedite 4, Inc.*Incorporated
      by reference to Exhibit 3.2 to Form 10SB filed on October 26, 2007 (File
      No. 000-52866)
              3.2
              By-Laws*Filed
      herewith
              31.1
              Certification
      of Kerry Propper pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.Filed
      herewith
              32.1
              Certification
      of Kerry Propper pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
      Section 906 of the Sarbanes-Oxley Act of
2002.
 
 * Incorporated
by reference to Exhibit 3.2 to Form 10SB filed on October 26, 2007 (File No.
000-52867)
 
 
 
 -12-
 
 
 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.By:
              /s/Kerry
      PropperPresident
      and Director
 
 Dated
              January
      19, 2010
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
 
 Name
              Title
              Date/s/ Kerry
      Propper
                Kerry
      Propper
              President
      and Director
              January
      19, 2010
 
 
 
 
 
 
 
 
 -13-