UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20459





FORM 20-F


Amendment No. 1





o
REGISTRATION STATEMENT PURSUANT TO SECTION 12 (b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934





OR





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





For the fiscal year ended March 31, 2011





OR




o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


OR





o
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





Date of event requiring this shell company report _____________





For the transition period from _______________ to _____________





Commission File Number 0-53593





Dragon Jade International Limited


(Exact name of Registrant as specified in its charter)




(Translation of Registrant’s name into English)




British Virgin Islands


(Jurisdiction of incorporation or organization)




Suite 1503, The Phoenix, 21-25 Luard Road,, Wan Chai, Hong Kong SAR, China


(Address of principal executive offices)




WONG Ka Ming


Tel: 852 – 2527 8368    Fax: 852 – 2527 0612


Suite 1503, The Phoenix, 21-25 Luard Road, Wan Chai, Hong Kong SAR, China


(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)




Securities registered or to be registered pursuant to Section 12(b) of the Act:  None




Securities registered or to be registered pursuant to Section 12(g) of the Act.




Common Stock, No Par Value Shares


(Title of Class)




Securities for which there is reporting obligation pursuant to Section 15(d) of the Act: None










Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.     30,410,000 shares of common stock,,  no par value




Indicate by check mark if the registrant is a well-known season issuer, as defined in Rule 405 of the Securities Act.


o Yes     o No





If this report is an annual or  transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.     oYesoNo




Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.




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 shorter period that the registrant was required t file such reports), and (2) has been subject to such filing requirements for the past 90 days.    xYesoNo




Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, or a non-accelerated filed.  See definition of “accelerated filer and large accelerated filer”) in Rule 12b-2 of the Exchange Act.  (Check one):




Large accelerated filer  o
Accelerated filer  o
Non-accelerated filer x




Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:




U.S. GAAP x
International Financial Reporting Standards as issued
Other oby the International Accounting Standards Board o





If   “Other”  has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.


Item17 o    Item 18 o




If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


o Yes     x No




(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)




Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 1, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.


o Yes     o No








TABLEOF CONTENTS




PagePRELIMINARY NOTESPART IItem 1
Identity of Directors, Senior Management and Advisers
2Item 2.
Offer Statistics and Expected Timetable
2Item 3.
Key Information
2Selected financial data
2Currency exchange rates
3Capitalization and indebtedness
3Risk Factors
4Item 4.
Information on the Company
9History and development of the company
9Business overview
9Organizational structure
9Property, plants and equipment
10Item 5.
Operating and Financial Review and Prospects
10Item 6.
Directors, Senior Management and Employees
11Item 7.
Major Shareholders and Related Party Transactions
14Item 8.
Financial Information
14Item 9.
The Offer and Listing
15Item 10.
Additional Information
16Share capital
16Memorandum and articles of association
16Material contracts
17Exchange controls
17Taxation
17Dividends and paying agentsStatement by experts
17Documents on display
17Item 11.
Quantitative and Qualitative Disclosures About Market Risk
18Foreign currency exchange rate sensitivityInterest rate sensitivityItem 12.
Description of Securities Other than Equity Securities
18PART IIItem 13.
Default, Dividend Arrearages and Delinquencies
18Item 14.
Material Modifications to the Rights of Security Holders and Use of Proceeds
18Item 15.
Controls and Procedures
18Item 16A.
Audit committee financial expert
18Item 16B.
Code of Ethics
19Item 16C.
Principal Accountant Fees and Services
19Item 16D.
Exemptions from the Listing Standards for Audit Committees
19Item 16E.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
19PART IIIItem 17.
RESERVED
19Item 18.
Financial Statements
19Item 19.
Exhibits
20Exhibit Index
20SIGNATURES
21









Pursuant to General Instruction E(b) of Form 20-F, this annual report includes the information specified in Parts I, II and III.




Pursuant to General Instruction E(c) of Form 20-F, the registrant has elected to provide the financial statements and related information specified in Item 18 in lieu of Item 17.


Table of Contents


PRELIMINARY NOTE




Currencies:    We present our consolidated financial statements in United States dollars. All dollar amounts in this registration statement on Form 20-F are stated in United States dollars ("US dollars", "$", or "US$"), except where otherwise indicated. Certain information in this Form 20-F  is presented in Hong Kong dollars (“HK dollars” or HK$”).  See "Item 3. Key Information - Currency Exchange Rates" for a history of exchange rates of HK$  into US$.




Generally Accepted Accounting Principles:    We report our financial results using United States generally accepted accounting principles ("US GAAP").  Unless otherwise specified, all references to financial results herein are to those calculated under US GAAP.




Forward-Looking Information:This registration statement contains “forward-looking statements.” Such forward-looking statements are subject to important risks,  uncertainties and other factors, including those set forth under “ Item 3.D. Risk Factors” and elsewhere in this registration statement, that could cause actual results to differ materially from those stated in the  forward-looking statements.  Any statements in this registration statement that are not statements of  historical or current facts or conditions may be deemed “forward-looking”
statements.  Forward-looking statements often may be identified by terminology such as “intend,” “should,” “expect,” “may,” “plan,” “anticipate,”  “believe,” “estimate,” “project,” “predict,” and the negative and variations of such words and comparable terminology.  While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment concerning future events, the risks and uncertainties involved in such forward-looking statements may cause actual results, performance and achievements to differ materially from any estimates, predictions, projections or plans about future events.  Statements containing forward-looking information are necessarily based upon a
number of factors and assumptions that, while considered reasonable by us as of the date of such statements, are inherently subject to significant business and economic risks and uncertainties which may cause the actual results, performance or achievements to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. Except as otherwise required by law, we expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any such forward-looking statements to reflect any change in our expectations or any change in events, conditions or circumstances on which any such statements are based.


1
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PART I





Item 1.  Identity of Directors, Senior Management and Advisers




Our directors and senior management are:




WONG Ka Minghas served as President and a director of Dragon Jade International Ltd. since August 2008 and as President and a director of KASH Strategic Ltd. since inception on October 31, 2003.




HUNG Kwok Wing (“Sonny”)has served as a director of Dragon Jade since August 2008 and Vice President of KASH since March 2008.




KOU Yue (“Ivory”)has served as Chief Financial Officer of Dragon Jade since August 2008 and Chief Financial Officer of KASH since February 2006.




LAM Lai Sheung (“Christine”) has served as Secretary of Dragon Jade since August 2008 and Secretary of KASH since inception on October 31, 2003.




The business address of all our directors and senior management is Suite 1503, The Phoenix, 21-25 Luard Road,, Wanchai,, Hong Kong SAR, China.




Our principal bankers are:




Fubon Bank (Hong Kong) Ltd., Shop 31L, Shatin Center, 2-16 Wang Pok Street, Shatin, Hong Kong




Our auditors are: Gruber & Company, LLC, 99 Saybridge Manor Parkway,, Lake Saint Louis, Missouri 63367.  Our auditors adhere to the Quality Control Standards established by the Public Company Oversight Accounting Board (PCAOB) of the Securities and Exchange Commission and the Private Companies Practice Section of the American Institute of Certified Public Accountants (AICPA), AICPA Center for Audit Quality.




Item 2.  Offer Statisticsand Expected Timetable




Not applicable.




Item 3.Key Information




A. Selected financialdata:  Dragon Jade was incorporated in the British Virgin Islands with limited liabilities on April 14, 2008.  Our only subsidiary, KASH Strategic Ltd. (“KASH”), incorporated in Hong Kong on October 31, 2003, had only limited operations until the fiscal year ended March 31, 2006.  The following table presents selected financial data for the five fiscal years ended March 31, 2011 for Dragon Jade:


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(1) Excluding long term debt and redeemable preferred stock.


(2) Adjusted to reflect changes in capital.




Currency Exchange Rates.   All dollar amounts in this Form 20-F are in United States dollars (“US$”), except where otherwise indicated. The following tables present, in Hong Kong dollars (“HK$”), the exchange rates for US$1.00, based on the noon buying rate in New York City for cable transfers in HK$, as certified for customs purposes by the Federal Reserve Bank of New York (the "Noon Buying Rate") for each of the years ended March 31, 2007,2008 ,2009. 2010 and  2011.





12-month Period Ending March 312011


2010


2009


2008


2007High


7.8101



7.7752



7.8159



7.8289



7.8177Low


7.7506



7.7495



7.7497



7.7497



7.7510End of Period


7.7500



7.7647



7.7500



7.7819



7.8137Average


7.7521



7.7541



7.7731



7.7946



7.7817




B. Capitalization and indebtedness:


The Company is authorized to issue 100,000,000 shares of common stock,, no par value,.  As of March 31, 2011, there were 30,410,000 issued and outstanding shares of common stock.


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C. Reasons for the offer and use of proceeds.


Not applicable.




D. RiskFactors.  The following risk factors make our company and our securities speculative and of high risk. Our business, operating results and financial position may be adversely affected by these risk factors, some of which we have no control over.  Additional risk factors not presently known by us or that we presently consider immaterial also could adversely affect our business, operating results and financial position if any of them were to occur. In addition to these risk factors, shareholders and prospective investors should read the forward-looking statements about our future performance and expected
results set forth in this registration statement carefully before deciding to buy or sell our securities.  See “Forward-Looking Statements,” below.




Risks Related to Our Business


Our auditors have expressed substantial doubt as to our ability to continue as a going concern.Dragon Jade has sustained losses totaling $20,889 for the fiscal year ending March 31, 2011., The Company  had a working capital of $17,474and a retained earnings deficit of $140,760 as of March 31 2011.   The expression of a substantial doubt as to the companies’ ability to continue as going concerns means that unless the companies achieve profitability, the losses and deficits likely would result in the failure of the companies to realize assets and
satisfy liabilities in the normal course of business and to continue in existence, in which case present and prospective shareholders would lose their entire investments.




Our consulting services, providing assistance in business analysis, strategy formulation, operational planning and assisting in media and investment relations, may not be accepted in the marketplace and may not help us achieve consistent profitability.  The consulting services we provide may not be accepted in the marketplace. Our business strategies, incorporating our senior management’s current, best analysis of potential markets, opportunities and difficulties, are subject to reassessment and may not accurately reflect current trends in our industry or may be changed and/or abandoned from time to time.  No assurance can be
given that our senior management’s assessment or reassessment of our consulting services, accurately did or will reflect current trends, opportunities or difficulties in our industry; nor can any assurance be given that any assessment or reassessment of our business strategies did or will achieve profitability for us, or will be acceptable in the marketplace for our consulting services.




Our business is difficult to evaluate because of our limited operating history.  We were incorporated under the BVI Business Companies Act 2004 on April 14, 2008.  We engage in business by and through KASH, which was incorporated under the laws of Hong Kong on October 31, 2003.  As a result, there is only limited historical financial and operating information available on which to base an evaluation of our business.  See Item 4, below.  Moreover, Dragon Jade has sustained losses totaling $20,889 for the fiscal year ending March 31 2011, and had a retained earnings deficit of $140,760  as at
March 31, 2011., and our auditors have expressed substantial doubt as to our ability to continue as a going concern..




We will require substantial additional financing or funding in the future.  We have been dependent upon sales proceeds received from private equity funding and debt financing to meet our capital requirements in the past.  In the future, we likely will require additional financing or funding to meet our capital requirements for meeting our consulting programs or to expand our future consulting services.  If we were unable to meet our future capital requirements for use as working capital and for general corporate purposes, we could experience operating losses and fail to expand our future consulting services.  If
so, our operating results, our business results and our financial position would be adversely affected.




We are dependent on our senior management, particularly WONG Ka Ming and HUNG, Kwok Wing (“Sonny”), to achieve profitability and the loss of either one of them could have a material adverse effect upon business, operating results and financial position.  Our operating results and future success are dependent upon our senior management’s providing and expanding our consulting services to achieve profitability and our ability to retain members of our senior management or to replace any of them by attracting, hiring, retaining and motivating other highly skilled consultants who are experienced in managerial, marketing and
customer service. The loss of or inability to replace any member of our senior management could have a material adverse effect upon our business, operating results and financial position.


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Our future success is dependent upon our ability to compete in providing consulting services.  In our consulting business, there is intense competition among consultants, including individuals and large and small entities, for consulting clients.  Many of these competitors have substantially greater financial and marketing resources than we do, stronger name recognition, and longer-standing relationships with our target customers.  Our future success is dependent upon our ability to compete and our failure to do so could adversely affect our business, financial condition and results of operation.




Our operating results may fluctuate.  Our operating results are dependent on a number of factors, many of which are outside our control, including (i) the general economic conditions in China and the world, (ii) the competition in the market place, (iii) our ability to obtain necessary additional financing to maintain a continuous operation. Since the inception of our subsidiary in October 2003, there have been fluctuations in our operating results, and there is no guarantee this trend will not continue.


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We will be subject to certain requirements of the Sarbanes-Oxley Act of 2002 and the related rules and regulations adopted by the Securities Exchange Commission pursuant to that Act.  If we are unable to comply timely with such requirements or if the costs of compliance are too great, our profitability, the market price of our common stock, and our results of operations and financial condition could be materially adversely affected. The requirements, rules and regulations to which we will be subject include: Chief Executive Officer/Chief Financial Officer certifications of disclosure in periodic reports and registration statements under the
Securities Act of 1933; disclosure regarding conclusions of evaluation of disclosure controls and procedures and internal control of financial reporting; conditions for use of non-GAAP financial measures; disclosure in Management’s Discussion and Analysis of certain off-balance sheet arrangements and aggregate contractual arrangements; disclosure of whether or not we have an audit committee financial expert who is independent and experienced, and if not, why not; disclosure of whether or not we have adopted a written code of ethics for our chief executive officer and senior financial officers, and if not, why not.  The requirements will involve substantial additional time and effort by our Chief Executive Officer/Chief Financial Officer and additional time, effort and expense for our auditors and counsel, as well as for us, all of whom will be subject to potential
liabilities for failure to comply with the requirements and some of whom may be unwilling or unable to satisfy the requirements.





Risks Related to Doing Business in China


Any change in government regulations or administrative practices in China and Hong Kong concerning our business may have a negative impact on our business, operating results and financial position.  The laws, regulations and policies of the governments in China and Hong Kong and administrative practices in China, the principal jurisdiction in which we provide consulting services, may be changed, applied or interpreted in a manner that will fundamentally alter our ability to carry on our business.  The laws, regulations and policies of the government and the administrative practices in China, if changed, may have a detrimental effect
on our business, operating results and financial position, resulting in our ability to engage in our business and/or to operate profitably.




Our operations in China may be adversely affected by evolving economic, political and social conditions in China.  Our operations are subject to risks inherent in doing business in China.  Such risks include the potential adverse effects resulting from war, international terrorism, civil disturbances, political instability and governmental activities.  Since 1978, the Chinese government has been reforming its economic and political systems and we expect this reforming to continue.  We believe that these reforms have had a positive effect on economic development in China and have improved our ability to do business
in China, but no assurances can be given that these reform will continue or that the Chinese government will not take actions that would impair our doing business in China.




Our results of operation and liquidity could be adversely affected by potential currency fluctuations in exchange rates with foreign countries.  Exchange rates are influenced by political and/or economic developments in China, the United States and other countries as well as by macroeconomic factors and speculative actions.  In some countries, local currencies may not be readily converted unto U.S. dollars or may be converted at government controlled rates.  Very limited hedging transactions are available in China to reduce our exposure to exchange rate fluctuations and  we have not entered into any hedging
transactions to date, but we may do so in the future.  While we may decide to enter into hedging transactions in the future to reduce our exposure to foreign currency exchange risk, the availability and effectiveness of these hedges may be limited and we may not be able to successfully hedge our exposure, if at all.


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Regulation of offshore loans and direct investment by foreign entities in China may delay or prevent us  from receiving loans or capital contributions from foreign entities for our operations in China and could materially and adversely affect our liquidity, operations and ability to fund and expand our business. Any loans or direct capital contributions by foreign entities to us are subject to Chinese regulations and approvals.  Such loans and direct investments cannot exceed statutory limits and must be registered with the Chinese State Administration of Foreign Exchange or its local counterpart; capital contributions by foreign
entities must be approved by the Chinese Ministry of Commerce or its local counterpart.  If we were to fail to get these required approvals, our ability to use any the proceeds of any loans or direct investments from foreign entities, including those in the United States, could be negatively affected and our liquidity, operations and ability to fund and expand our business could be adversely and materially affected.  KASH, which does business in China, is a Hong Kong company and funding in the form of loans or capital does not need approval of the Chinese authorities.




Restrictions on the Payment of Dividends. Chinese law requires net profits after taxes to be used to set-off any losses carried forward before any distribution of profits may be made. Furthermore, Chinese law imposes a Mandatory Provident Reserve on all businesses. Under this law, a business must set aside 10% of its distributable profits as a mandatory reserve before a distribution of profits may occur. Once the business accumulates a mandatory reserve equal to 50% of its capitalization, no further accumulation of the reserve is required.




Risks Related to Our Common Stock


There is no established or liquid trading market for shares of our common stock. Although our shares are eligible to trade on the OTC Bulletin Board (“OTCBB”), under the symbol DGJI.OB, there can be no assurance that our shares will trade.  Therefore, trading may be limited or sporadic and our shareholders may have difficulty in selling their shares in such an illiquid market.




Our common stock may be considered a “penny stock” under SEC rules, which would limit the market for our shares and our ability to raise capital in an equity offering of our securities.  If shares of our common stock were not listed on a national securities exchange or Nasdaq and did not have a minimum bid price of $4 per share, our common stock would be considered a “penny stock,” as defined in Rule 3a51-1 of the Securities Exchange Act of 1934.  SEC rules impose additional specific disclosure and other requirements on broker-dealers effecting transactions in penny stocks, which rules may reduce the market
liquidity for our shares.





The Securities and Exchange Commission has adopted Rule 15g-9 for transactions in penny stocks which requires that:


In order to approve a person's account for transactions in penny stocks, the broker or dealer must:


•obtain financial information and investment experience objectives of the person; and


•make a reasonable determination that transactions in penny stocks are suitable for that person and the 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 prescribed by the Commission relating to the penny stock market, which, in highlight form:


•sets forth the basis on which the broker or dealer made the suitability determination;


•that the broker or dealer received a signed, written agreement from the investor prior to the transaction; and


•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.




Disclosure also has to be made about: the risks of investing in penny stocks in both public offerings and in secondary trading; the commissions and other compensation payable to both the broker-dealer and the registered representative in connection with the penny stock transaction; current quotations for the penny stocks and other information relating to the penny stock market; 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.




Our three principal shareholders will continue to be in control.  None of our three principal shareholders holds a majority of our outstanding shares, the shareholder vote required for the election of directors and for other corporate action. But any two of our three principal shareholders, acting together, have a majority of our outstanding shares and therefore are in a position to elect all of the members of our board of directors.  Any two of our three principal shareholders, acting together, also are in a position to block any takeover bid or merger or acquisition proposal that may be beneficial to other shareholders.


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We have not paid and do not intend to pay cash or other dividends on our common stock.  We have not paid any cash or stock dividends on our common stock since inception and do not anticipate paying any dividends in the future.  Rather, we expect that any earnings will be used in our operations and to finance the expansion of our business.   Shareholders and investors in our company would not be receiving any cash or other dividends in the future and are advised to take this into consideration before making their investment decisions.




Other Risks




Enforcement of certain civil liabilities.  We are a British Virgin Islands corporation doing business outside the United States, in China.  KASH is a Hong Kong corporation doing business in China.  All of our officers and directors are residents of China and Hong Kong.  All of our assets and those of our officers and directors are located outside the United States, in China or Hong Kong.  Under these circumstances, shareholders and investors may not be able to effect service of process within the United States upon such foreign persons and may not be able to enforce against such persons judgments
obtained in United States courts predicated upon the civil liability provisions of the federal securities laws of the United States; moreover, it is unlikely that foreign courts would enforce, in original actions, liabilities against such foreign persons predicated solely upon the federal securities laws of the United States.  None of Dragon Jade, KASH or our officers and directors presently has agreed to accept service of process in the United States or to abide by any judgments obtained in United States courts predicated upon the civil liability provisions of the federal securities laws of the United States, but all would possibly consider doing so in the future based upon the facts and circumstances presented at that time.


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Item 4.  Other Information




A.History and Development of the Company


Dragon Jade International Limited (“Dragon Jade,” “we,” “our” and similar terms) was incorporated in the British Virgin Islands with limited liabilities on April 14, 2008.  When Dragon Jade was incorporated, its business plan was to engage in a merger or acquisition with a company with operations.   It is a holding  company with a 100% equity interest in KASH Strategic Ltd. (“KASH”).  Dragon Jade is not and does not intend to be an “investment company,” as that term is defined in the Investment Company Act of 1940, in that it is engaged and proposes to engage in business by and through KASH (and possibly other
wholly owned or majority owned subsidiaries).  KASH is a limited company incorporated in Hong Kong. The original shareholders of KASH, which was engaged in the business of providing consulting services in the Greater China region, identified the business potential of providing such services to small-to-medium sized businesses in the Greater China region and determined that a public company potentially would have greater “presence” to attract business and greater access to the financing sources necessary to expand the business, by hiring additional personnel and by acquiring other additional resources; therefore, the original shareholders of KASH founded Dragon Jade, becoming the principal shareholders of Dragon Jade.  On November 5, 2008, Dragon Jade acquired 100% of the total issued shares of KASH from its original shareholders, in exchange for an
aggregate of 30,000,000 Dragon Jade shares and HK$3.  See Item 7.   Apart from the holding in KASH, Dragon Jade does not have any other business.




KASH Strategic Ltd. was incorporated on October 31, 2003 in Hong Kong with limited liabilities. The original shareholders of KASH had identified the business potential in providing business consultancy services to small-to-medium sized enterprises in the Greater China region and therefore pooled their resources together and incorporated KASH to engage in such business. The senior management of KASH are experienced in the fields of investment banking, commercial banking, finance and investors relations. See Item 6 for a brief description of the business experience of senior management. Through the contacts of senior management, the company was able to secure customers from different industries and origins. Since
inception, KASH has served clients from both Hong Kong and China, with businesses ranging from traditional manufacturing to industrial equipment to environmental engineering and high-tech smart card payment systems.




The principal executive offices of the companies are located  at Suite 1503, The Phoenix, 21-25 Luard Road, Wanchai, Hong Kong SAR, China; the telephone number is 852-2527 8368.  There is no agent for service in the United States, WONG Ka Ming is the contact person for purposes of this Form 20-F registration statement.




B. Business Overview


Dragon Jade engages in the consulting business by and through KASH, which provides business consultancy services to its customers (without any limitation or restriction as to client size, industry or business). Most of our work involves general business consulting activities.  Our general business consultancy covers a wide range of services to be provided to our clients. KASH can assist clients to set up companies or businesses, introduce strategic partners, evaluate clients’ business model and make recommendations for improvement, formulate strategic and operational plans and increase media exposure. To set up a business in Greater China (particularly PRC) can involve a lot of complicated issues,
e.g. lease agreements, foreign currency controls and other government regulations, employee contracts, valuations and audit. KASH intends to provide clients with such services that will help them save on the time that will otherwise be spent on incorporating their businesses.




The services typically begin with an analysis of the client’s business, with the findings and recommendations reported back to client in the form of a business plan. Depending on the agreed scope of work to be done, the company then assists the client to determine long-term goals and formulate strategic plans to achieve such goals. In addition, KASH may assist the client in the formulation and execution of the operational plans. When necessary or appropriate, KASH may also advise in the areas of capital formation and media and investor relations. At other times, we also advise on corporate restructuring, assist in building finance models and introduce strategic partners to our clients. KASH receives fees in
exchange for its consultancy services. We charge our fees on a project basis and would assess the complexity and amount of work required for each project before proposing our fess to our clients. Our fees charged range from $10,000 to more than $100,000. Clients generally are solicited personally by members of senior management, through individual marketing efforts and personal presentations, and by referrals from past or present clients. Members of senior management also attend relevant trade fairs, seminars and conferences with the aim of prospecting new customers and securing the opportunities to present the Company’s services and to discuss with potential customers their needs for outside consulting services. The Company also seeks referrals from past or present clients, which we have found is by far the most effective means of getting to know more potential customers. There
is considerable competition for new clients with other individuals and entities who/which offer similar consultancy services. Many of these competitors have substantially greater financial and marketing resources than we do, stronger name recognition, and longer-standing relationships with our target customers. There are no governmental regulations specifically directed towards the general consultancy services KASH provides, although certain areas such as capital formation and foreign trade (importing and exporting), for example, are subject to general governmental regulation.




Organizational Structure









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D. Property, Plants and Equipment


Except for some furniture and fixtures and office equipment like computers and fax machines, neither Dragon Jade nor KASH has any other property or plants.  The principal executive offices (shared by both Dragon Jade and KASH) at Suite 1503, The Phoenix, 21-25 Luard Road,, Wan Chai, Hong Kong SAR. China, consisting of  670         square feet used for offices and conferences, are leased for $ 1,600 per month pursuant to a lease expiring on September 11,2011 with renewal options.  Management considers the leased space adequate for its operational needs for the foreseeable future.




Item 4A.  Unresolved Staff Comments




Not applicable.




Item 5.  Operating and Financial Review and Prospects.




Our auditors have expressed substantial doubt as to our ability to continue as a going concern.Dragon Jade has sustained losses totaling $20,889 for the fiscal year ending March 31, 2011. and had a retained earnings deficit of $140,760 as at March 31, 2011.. Because of the capitalization of a directors loan  of $115,654 in KASH in July 2008 and a placement of 410,000 shares of the company’s common stock to 41 unrelated third parties for a consideration of $41,000 in September 2008, the company had a working capital of $17,474 as at March 31, 2011.  The expression of a substantial doubt as to the companies’
ability to continue as going concerns means that unless the companies achieve profitability, the losses and deficits likely would result in the failure of the companies to realize assets and satisfy liabilities in the normal course of business and to continue in existence, in which case present and prospective shareholders would lose their entire investments.




A.  Operating results.


Revenue for the fiscal year ended  March 31 2011 increased  139.4% to $9,261 from $3,869 for fiscal year 2010, while the net  comprehensive loss decreased to $20,889 from $46,469 for the year-ended March 31, 2010. For the fiscal year ended March 31, 2009, we had revenue of $10,292 and a comprehensive loss of $23,460. The ongoing impact of the financial turmoil of the US since 2008 had made it more difficult for us to secure customers.




Selling, general and administrative expenses totaled $30,106 for fiscal year 2011, a decrease of 40.1% from $50,274 for fiscal year 2010. The decrease in expenses of $20,168 was principally due to a decrease in the professional fees  paid in connection to the Company’s filing for registration with the SEC, and for trading approval from FINRA.. Selling, general and administrative expenses for fiscal 2009 totaled $31,330.





For the year-ended March 31, 2011, the company had interest income of $20. This compares with interest income of $34 for the year-ended March 31, 2010 and $127 for the year-ended March 31, 2009. The reduction in interest income reflects both lower cash balances and a reduction in the interest paid on the funds.





For the year-ended March 31, 2011, the company had a currency exchange loss of $64 compared with currency exchange losses of $98 and $2,549 for the years ended March 31, 2010 and 2009, respectively. These currency exchange losses resulted from the Chinese currency appreciating against the Hong Kong currency which is tied to the U.S. Dollar.





Although the economy in China as well as most of the rest of the world has experienced considerable turmoil and uncertainty since 2008, our senior management nevertheless has determined to devote considerable efforts to marketing during  fiscal  year 2012 in an attempt to generate new business. Management has participated in more trade exhibitions, seminars and conferences for small-to-medium sized companies in both China and Hong Kong in order to get into contact with more potential customers. Efforts will also be spent to maintain friendly relationships with former customers and other professional bodies like law firms and accounting firms with the aim of securing new clients through
referrals.


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B.  Liquidity and capital resources.




As of March 31, 2011, the company had a working capital of $17,474. This compares with working capital of $38,363 as of March 31, 2010. The Company estimates its working capital needs for the next 12 months to be approximately $20,000.  As of March 31, 2011,  it had in sufficient funds on hand to meet  such needs.




The original shareholders of KASH, Mr. Wong and Mr. Hung, directors of the company, had taken up the responsibility to see that the company has sufficient liquidity and possesses adequate capital resources to carry on its business.  Although they are not legally obligated to do so, it is expected that Mr. Wong and Mr. Hung will continue to provide liquidity from their individual resources as necessary. As substantial shareholders of the company, Mr. Wong and Mr. Hung are committed to the continuous operation of the Company and have previously provided liquidity to the Company.




C.  Research and development, patents and licenses, etc.




None/Not applicable.




D.  Trend information.




We expect the serious financial crisis in the United States and elsewhere in the world to continue to adversely affect our prospective clients and therefore our results of operation during the calendar year 2011. We anticipate that we will continue to reduce our expenses and to look to our directors to provide necessary liquidity to meet our obligations.  We also may consider making a public or private offering of our securities to raise capital, in the United States and/or in China and Hong Kong.




E.  Off-balance sheet arrangements




None/Not applicable.




F.  Tabular disclosure of contractual obligations




None/Not applicable.




Item 6.  Directors, Senior Management and Employees




A. Directors and senior management.  Our directors and senior management are:




WONG Ka Ming, age 58, has served as President and a director of Dragon Jade since August 2008 and as President and a director of KASH since inception on October 31, 2003.  Prior thereto, from 2000 to 2001, Mr. Wong was a director of Man Sang Holding Inc., a publicly held company engaged in the purchasing, processing, assembling, merchandising, and wholesale distribution of pearls, pearl jewelry products and jewelry products.  In 1999, he was a director of Fidelity Communication Company, a private company in Hong Kong engaged in public and investors relations. In 2002, he was a director of Stanford Capital International Ltd., a private company
in Hong Kong engaged in investor relations. From 1997 to 1999, Mr. Wong was a director of Regal Financial Services Ltd., a private company which specialized in investments and fund management in China.  Previously, for more than 10 years, he had served as an executive officer and/or director of several brokerage and investment banking firms in Hong Kong.  Mr. Wong earned B.S. Sci. and M.B.A. degrees from the Chinese University of Hong Kong.


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HUNG Kwok Wing (“Sonny”), age 47, has served as a director of Dragon Jade since August 2008 and has served as Vice President of KASH since March 2008.  Mr. Hung served as Assistant to the Chairman of Man Sang Holding Inc. from March 2002 to January 2008, except in 2002 when he was an executive officer of ZMGI Corporation; he had joined Man Sang in November 1996 as Vice President.  Prior thereto, for more than 10 years, Mr. Hung had served as an executive and/or executive officer of several banking and financial institutions based in Hong Kong, Mr. Hung received a B.S. degree in Finance and Banking from San Francisco State
University, an M.B.A. degree from Baptist University and a Masters degree in Accountancy from the Chinese University of Hong Kong.





KOU Yue (“Ivory”), age 36, has served as Chief Financial Officer of Dragon Jade since August 2008 and as Chief Financial Officer of KASH since February 2006. Before joining the Company, since 2002, she was the financial manager of China Broadcasting Holding Ltd., a listed company in Hong Kong. From 1996 to 2002, she held senior management positions in several accounting firms in Hong Kong and China.  She is a member of professional accounting groups HKICPA, ACCA and CICPA.  Ms. Kou received a B.S. degree in Business Administration from the Tianjin Finance and Economic University and a Masters degree in Banking from the City
University of Hong Kong.





LAM Lai Sheung (“Christine”), age 58, has served as Secretary of Dragon Jade since August 2008 and as Secretary of KASH since inception on October 31, 2003. She is responsible for the administrative work of the Company. Before joining KASH, she had worked as Administrative Officer and Executive Secretary with a number of private and public enterprises like the Hong Kong Jockey Club, ZMGI Corporation and ABC Communications Ltd. in Hong Kong.




There is no family relationship between any of the directors and officers of Dragon Jade or KASH.




B. Compensation.




None of our officers and directors received any compensation from Dragon Jade.  However, all of our officers and directors are entitled to receive compensation from KASH for services rendered to KASH.




Mr. WONG as President of KASH did not receive any compensation or benefits during the fiscal year ended March 31, 2011.




Mr. HUNG joined KASH as Vice President in March 2008 and did not receive any compensation or benefits during the fiscal year ended March 31, 2011.




Ms. KOU as Chief Financial Officer of KASH did not receive any compensation or benefits during the fiscal year ended March 31, 2011.





Ms. LAM as Secretary of Kash did not receive any compensation or benefits during the fiscal year ended March 31, 2011.





None of the members of senior management receives any other form of remuneration, such as bonuses, stock awards, stock options, or pquisities such as country club memberships or automobiles.





No amounts were set aside or accrued by KASH to provide pension, retirement or similar benefits to senior management.




C.  Board Practices.




The current terms of office of the directors expire at the next annual meeting and when their successors are elected and qualified.




There currently is no formal agreement in place as to compensation to be paid to the executive officers who also serve as directors (Mr. Wong and Mr. Hung).  Each of such executive officers / directors has other employment, and renders services to the Company on an as-needed basis. The Company has not accrued salary to these persons,, issued shares as compensation, issued stock options or warrants or recorded contributed capital for the services rendered by them and no employment agreements exist. The Company is not aware of any accounting pronouncement that requires the compensation of executive officer / directors (other than for certain non-profit organizations) who perform executive services on an
as-needed basis.




We currently do not have an audit committee or a remuneration committee, but intend to authorize such committees, adopt their policies and procedures and appoint their members, no later than the fiscal year ending March 31, 2012.


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D.  Employees.




We had 4 employees at the end of the last fiscal year ended March 31, 2011, all of whom were members of senior management, and an average of  3 employees during the past three fiscal years, all of whom were members of senior management.  Each of the members of senior management devotes approximately 10 hours per week of his/her time to the business of KASH and Dragon Jade, on an “as needed” basis..




E.  Share Ownership.




The shares of Dragon Jade are beneficially owned by WONG Ka Ming, HUNG Kwok Wing and Metrolink Holdings Limited, who are in a position to “control” Dragon Jade by virtue of their shareholdings and positions. The following table sets forth, as of March 31, 2011 and , the beneficial ownership of shares of the common stock of Dragon Jade beneficially owned by (1) each person known to be the beneficial owner of more than 5% of our shares of common stock and (2) each of the members of senior management identified in Item 6.B., above.  (The term “beneficial owner” of securities refers to any person who, even if not the record owner of the securities, has or shares the underlying benefits
of ownership. These benefits include the power to direct the voting or the disposition of the securities or to receive the economic benefit of ownership of the securities.  A person also is considered to be the “beneficial owner” of securities that the person has the right to acquire within 60 days by option or other agreement.  Beneficial owners include persons who hold their securities through one or more trustees, brokers, agents, legal representatives or other intermediaries, or through companies in which they have a “controlling interest,” which means the direct or indirect power to direct the management and policies of the entity.)




Name

Number of

Shares


Percent of Shares

(%)WONG Ka Ming


9,500,000



31.2HUNG Kwok Wing


9,500,000



31.2KOU Yue


-0-



-0-LAM Lai Sheung


-0-



-0-Metrolink Holdings Ltd.*


8,000,000



25.5









* Andy Lai and Lilian Wai are the shareholders of and have a controlling interest in Metrolink Holdings Ltd.





There is no arrangement involving any person named in the table that involves the issue or grant of options for our shares or any shares.


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Item 7.  Major Shareholders and Related Party Transactions





A.  Major Shareholders. As of March 31, 2011, our major shareholders, WONG Ka Ming, HUNG Kwok Wing and Metrolink Holdings Ltd. beneficially own, respectively, 9,500,000 shares of Dragon Jade common stock, or 31.2%, 9,500,000 shares or 31.2% and 8,000,000 shares or 25.5%.  See Item 6E, above.  On November 5, 2008, Dragon Jade acquired 100% of the total issued shares of KASH from its original shareholders, Messrs. WONG and HUNG and Worldwide Gateway Co., in exchange for an aggregate of HK$3 and 30,000,000 Dragon Jade shares.  There has been no change in the beneficial ownership of our major shareholders since November 5,
2008, except that Metrolink Holdings Ltd. was assigned its shares by Worldwide Gateway Co. on November 26, 2008 for no (-0-) consideration and during the fiscal year-ended March 31, 2011 each of the three principal shareholders sold 1,000,000 share, respectively, of their common stock to non-related third parties. The principal beneficial owners of Worldwide Gateway, Mr. Andy Lai and Miss Lillian Wai, are the principal beneficial owners of Metrolink Holdings Ltd.




None of our 30,410,000 issued and outstanding shares of common stock as of March 31, 2011, is held by persons in the United States.  Of the issued and outstanding shares, 30,410,000, or 100%, are held by 46 holders of record in Hong Kong. We are not directly or indirectly owned or controlled by another corporation, by any foreign government, or by any other natural or legal person, severally or jointly. We know of no arrangement the operation of which may at a subsequent date result in a change in control.




Our major shareholders do not have different voting rights.




B.  Related Party Transactions.  Since April 1, 2005, there has been no related party transaction except (1) the total of $115,654 due Mr. WONG  $34,696 , Mr. HUNG $34,696 and Metrolink Holdings Ltd. $46,262 for funds advanced to the KASH, which amounts have no due date or maturity date and do not bear any interest, which was capitalized subsequent to March 31 2008, and therefore there is no longer any amount due to directors;  and (2) our purchase of all KASH shares from our major shareholders for HK$3. (Related party transactions are transactions or loans between Dragon Jade and:  (a) enterprises directly or
indirectly controlled by the company; or (b) associates of our major shareholders; or  (c) our major shareholders ;or (d) our senior management or (e) entities directly or indirectly controlled by our major shareholders or senior management.)




Subsequent to the closing of the interim period ended November 30, 2008, on January 16, 2009, we issued a total of 30,000,000 Dragon Jade shares to the original shareholders of KASH pursuant to a supplementary agreement dated August 28, 2008 regarding the acquisition of KASH by Dragon Jade. As a result, Mr. WONG Ka Ming, Mr. HUNG Kwok Wing and Metrolink Holdings Ltd. were issued and 10,500,000 shares, 10,500,000 shares and 9,000,000 shares, respectively.  Worldwide Gateway Co. Ltd., one of the original shareholders of KASH, had assigned its interest in Dragon Jade to Metrolink. Subsequently, each of these three shareholders has sold 1,000,000 shares each to three unrelated parties.





Dragon Jade had sold 10,000 shares to Mr. Wong Yan Sang (unrelated to Mr. Wong Ka Ming), the founding shareholder, at consideration of $0.10 per share, a term we considered to be fair to us, or a total of $1,000 and had a private placement of 400,000 shares to 40 individual unrelated parties in Hong Kong at consideration of US$0.1 per share, or a total US$40,000. All subscription money was deposited to a bank account of Asset Intelligence Ltd. because Dragon Jade had not yet opened any bank account at the time of the placement; Mr. WONG is the director of Asset Intelligence.  All the operation expenses of Dragon Jade have been paid through the bank account of Asset Intelligence, including the incorporation
cost of Dragon Jade and legal fees. As of March 31, 2011, all subscription money from the private placement had been deployed to pay for the various expenses of Dragon Jade, and there is zero (0) balance due from Asset Intelligence.There were no capital transactions during the year-ended  March 31, 2011.





C.  Interests of experts and counsel.  No counsel or accountant for the company has been employed on a contingent basis or owns shares in the company or in KASH.




Item 8.  Financial Information





A. Consolidated Statements and Other Financial Information




The following consolidated financial statements and other financial information are included as part of this registration statement, fter “Signatures”:




Dragon Jade International Ltd.


Consolidated Balance Sheet as of March 31, 2010 and 2011.


Consolidated Statements of Operations and Comprehensive Loss for the year ended March , 2009, 2010 and 2011.


Consolidated Statements of Cash Flow for the year ended March 31 2009, 2010 and 2011.


Consolidated Statements of Change in Stockholders Equity (Deficit) for the year ended March 31, 2009, 2010 and 2011.


Notes to Consolidated Financial Statements


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B.  Significant Changes. - None




Item 9.TheOffer and Listing




A.  Offer and listing details.




There is no established or liquid trading market for shares of our common stock.  Although our shares are eligible to trade on the OTC Bulletin Board (“OTCBB”) under the symbol DGJI.OB, there has been no trading in our stock to date.





The initial bid and asked prices submitted for quotation by the sponsoring broker-dealer will be determined arbitrarily by negotiation between that broker-dealer and us and may not necessarily bear any relationship to our asset value, earnings, financial condition or other established criteria of value; such prices will be subject to change as a result of market conditions and other factors.




The transfer agent for our shares is Interwest Transfer Company, Inc., 1981 East  MurryHolladay Road, Suite 100, Salt Lake City, Utah 84117.




B.  Plan of distribution.  Not applicable.




C.  Markets.




Our shares are eligible to trade on the OTCBB Market under the symbol DGJI.OB.  See Item 9A, above.




D.  Selling shareholders.Not applicable.




E.  Dilution.  Not applicable.




F. Expenses of the issue.  Not applicable.


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Item10.Additional Information




A.  Share capital.Pursuant to Section 6.1 of our Memorandum of Association, we are authorized to issue 100,000,000 no par value of a single class.  As of March 31, 2011, our recent fiscal year end, and the latest practical date, 30,410,000of our authorized shares were issued and outstanding,  Pursuant to Section 7 of our Memorandum of Association, holders of common stock are entitled to one vote per share on each matter submitted to a vote of shareholders, the right to an equal share in any dividend paid by the company and the right to
an equal share in the distribution of surplus assets, if any, on liquidation of the company.  Holders of common stock do not have preemptive rights to purchase additional shares or other subscription rights.  The common stock carries no conversion rights and is not subject to redemption or any sinking fund provisions.  All shares of common stock are entitled to share equally in dividends from legally available sources as determined by the board of directors.  Upon dissolution or liquidation of the company, whether voluntary or involuntary, holders of common stock are entitled to receive assets of the company available for distribution to shareholders.




Since January 16, 2009, we issued 30,000,000 shares of our common stock to the three shareholders of KASH to acquire 100% of the issued and outstanding shares of KASH.  See Item 6E.




There were no changes in voting rights involved in this transaction.




B.  Memorandum and articles of association.




(1)  The Company was incorporated under the Territory of the British Virgin Islands BVI Business Companies Act 2004, on April 14, 2008.  Section 5.1 of the Memorandum of Association provides that the Company has full capacity to carry on or undertake any business or activity, do any act and enter into any transaction.




(2)  Section 8 of the Articles of Association provides that the minimum number of directors shall be one; there is no maximum number of directors.  There are no limitations or restrictions on the borrowing power of directors; there are no age limit requirements and no shareholding requirements.


Section 13 of the Articles of Association, concerning conflicts of interest, provides that a director shall disclose that he is interested in a transaction entered into or to be entered into by the Company and that such director may vote on a matter relating to the transaction, attend a meeting of directors relating to the transaction, and sign a document on behalf of the Company or do anything in his capacity as a director that relates to the transaction.




(3)  Section 18 of the Articles of Association provides that directors may authorize a distribution by way of dividend at any time if they are satisfied that immediately after the distribution the value of the Company’s assets will exceed its liabilities and that the Company will be able to pay its debts as they fall due.  Section 7 of the Memorandum of Association provides that each share of common stock is entitled: to one vote at a meeting of shareholders or on any resolution of shareholders; to share equally in any dividend paid by the Company; and to share equally in the distribution of any surplus assets of the Company on its liquidation.  There are no pre-emptive
rights.


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(4)  Section 8 of the Articles of Association provides that the rights of shareholders may be varied with the consent in writing, or by resolution passed at a meeting, by holders of more than 50% of the issued shares.




(5)  Section 7 of the Articles of Association provides that any director may convene meetings of shareholders and that shareholders entitled to exercise 30% or more of the voting rights may request directors in writing to convene a meeting of shareholders.




(6)  There are no limitations or restrictions on the rights of non-resident or foreign shareholders to own shares or to hold or exercise voting rights.




(7)  There are no provisions that would have an effect of delaying, deferring or preventing a change in control of the Company.




(8)  There are no provisions governing the threshold above which shareholder ownership must be disclosed.




C.  Material contracts.There have been no material contracts since inception of Jade Dragon.




D.  Exchange controls.Neither the British Virgin Islands nor Hong Kong has any system of exchange controls and there is no restriction of any kind on the repatriation of capital or the remittance of dividends, profits, interests, royalties or other payments to non-resident holders of the Company’s securities.




Restrictions on the Payment of Dividends - Chinese law requires net profits after taxes to be used to set-off any losses carried forward before any distribution of profits may be made. Furthermore, Chinese law imposes a Mandatory Provident Reserve on all businesses. Under this law, a business must set aside 10% of its distributable profits as a mandatory reserve before a distribution of profits may occur. Once the business accumulates a mandatory reserve equal to 50% of its capitalization, no further accumulation of the reserve is required.




E.  Taxation.Shareholders will not be subject to taxation, including withholding provisions, in the British Virgin Islands or in Hong Kong.  The Company assumes no responsibility for the withholding of any tax upon the payment of dividends and there is no tax treaty between the British Virgin Islands and the United States regarding such withholding.




The Company will be subject to applicable taxes in Hong Kong, but shareholders will exempt.




There is no tax treaty between the United States and Hong Kong.




For United States federal income tax purposes, the gross amount of all distributions paid with respect to our common shares to a person subject to United States federal income taxation generally will be treated as foreign source dividend income to such person.  Gain or loss from the sale of our shares generally will be subject to federal income taxation at a maximum federal income tax rate of 15% if the shares were held for more than 12 months or as ordinary income if held for less than 12 months.




G.  Statement by experts.  The auditors of the Company are Gruber & Company, LLC, 99 Saybridge Manor Parkway, Lake Saint Louis, Missouri 63367.  The financial statements included as part of this registration statement have been included herein in reliance upon the authority of such auditors as experts in accounting and auditing.




H.  Documents on display.Item 19 sets forth a list of exhibits; that list is incorporated herein by reference.




I.  Subsidiary information.Information concerningKASH, our only subsidiary, is included throughout this registration statement; KASH’s financial statements also are included.


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Item 11.  Quantitative and Qualitative Disclosures About Market Risk




We have not entered into market risk sensitive instruments for any purpose.




Item 12.  Description of Securities Other than Equity Securities.




None/Not applicable.




Part II




Item 13.    Defaults, DividendArrearages and Delinquencies


There has not been a material default in the payment of principal or interest relating to our indebtedness.




We have not paid any dividends.




Item 14.    Material Modifications tothe Rights Of  Security Holders And Use of Proceeds




The rights of the holders of our common stock has not been modified or qualified by any instrument defining such rights or by the issuance of any other securities.




Item 15.   Controls and Procedures




Evaluation of disclosure controls and procedures




The Company's management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company's disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934.  In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the
benefits of possible controls and procedures relative to their costs.




Based on such evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2011, the Company's disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information the Company is required to disclose in reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, 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 adequate internal control over financial reporting.  Internal control over financial reporting is a process designed by, or under the supervision of, the Company's Chief Executive Officer and Chief Financial Officer and effected by the Company's Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.




The Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the Company's internal control over financial reporting criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.  Based upon its assessment, management, including the Company’s Chief Executive Officer and Chief Financial Officer, concluded that, as of March 31, 2011, the Company's internal control over financial reporting was effective.




Attestation report of the registered public accounting firm.This annual report does not include an attestation report of the Company's public accounting firm regarding internal control over financial reporting.  Management's evaluation was not subject to such attestation report pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to report only management's evaluation on this annual report.




Changes in internal control over financial reporting.  Management regularly reviews its system of internal control over financial reporting and make changes to the Company's processes and systems to improve controls and increase efficiency, while ensuring that the Company maintains an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.




There were no changes in the Company's internal control over financial reporting that occurred during the period covered by this annual report on Form 20-F that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.




The Company will continue to periodically review its disclosure controls and procedures and internal control over financial reporting and may make modifications from time to time as considered necessary or desireable.




Item 15T.  Controls and Procedures




Not Applicable.




Item 16.  [Reserved]




Item 16A.  Audit committee financial expert




We do not have a separately-designated standing audit committee of the board of directors or a committee performing similar functions.  The entire board of directors act as the audit committee.  None of our directors is “independent,” as that term is defined in Section 15A(a) of the Securities Exchange Act of 1934, since all directors also are employees.  However, if business circumstances warrant expansion of the board of directors, consideration will be given to appointing an audit committee financial expert.


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Item 16B.  Code of Ethics




We haven’t yet adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, but expect to do so before December 31, 2012.




Item 16C.  Principal Accountant Fees and Services




Audit Fees:The aggregate fees for each of the last two fiscal years ended March 31, 2011 for professional services rendered by Gruber & Company, LLC, 99 Saybridge Manor Parkway,, Lake Saint Louis, Missouri 63367, our principal accountant for the audit of our annual financial statements, were $ 2,500 for fiscal 2010 and $ 2,500 for fiscal 2011.




Audit-Related Fees:Gruber & Company, LLC did not perform or bill for any audit-related services during the last two fiscal years.




Tax Fees:  Gruber & Company, LLC did not render or bill for any services relating to tax compliance, tax advice or tax planning during the last two fiscal years.




All Other Fees:Gruber & Company, LLC did not provide any products or other services during the last two fiscal years.




Item 16D.  Exemptions fromtheListing Standards for Audit Committees.




Not Applicable.




Item 16E.  Purchase of Equity Securities by the Issuers and Affiliated Purchasers




None of our shares was purchased by us or an affiliated purchaser such as an officer or director during the last fiscal year.





Part III




Pursuant to General Instruction E(c) of Form 20-F, the registrant has elected to provide the financial statements and related information specified in Item 18 in lieu of Item 17.




Item 17.    Reserved




Item 18.    FinancialStatements




The financial statements and other financial information included in this registration statement are listed in Item 8, above, and are incorporated herein by reference.


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Item 19. Exhibits




Exhibits and Exhibit Index.The following Exhibits are filed as part of this annual report as amended or incorporated by reference to the same exhibit number in either : (1) the registration statement on Form 20FR12G or an amendment thereto, or (2) this annual report on Form 20-F or an amendment thereto, as specified in the footnotes to the Exhibit Index below.




Exhibit Index




Exhibit No.

Description1*

Memorandum and Articles of Association2*

Specimen Common Stock Certificate4.1*

August 25, 2008 Agreement between WONG Ka Ming, HUNG Kwok Wing and Worldwide Gateway Co., Ltd. and Dragon Jade International Limited concerning the purchase of all the shares of KASH Strategic Ltd.4.2*

August 28, 2008 Agreement supplementing August 25 Agreement8*

Subsidiaries12.1**

Certificate of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.12..2**

Certificate of Chief Financial Officer Pursuant to Section 302 0f the Sarbanes-Oxley Act of 2002.13.1**

Certification of Chief Executive Officer Pursuant to Title 18, United States Code, Section 135013.2**

Certification of Chief Financial Officer Pursuant to Title 18, United States Code, Section 1350




*
Previously filed.





**
Filed herewith.


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SIGNATURES




The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.




DRAGON JADE INTERNATIONAL LIMITEDHong Kong, August 10, 2011
By:
/s/ Wong Ka MingHong Kong, August 10, 2011
By:
/s/Kou Yue




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DRAGON JADE INTERNATIONAL LIMITED





CONSOLIDATED FINANCIAL STATEMENTS





March 31, 2011





Together With Report Of





Independent Registered Public Accounting Firm


Table of Contents




DRAGON JADE INTERNATIONAL LIMITED





INDEX TO CONOLIDATED FINANCIAL STATEMENTS





Consolidated Balance Sheets
2Consolidated Statements of Operations
3Consolidated Statements of Changes in Stockholders’ Deficit
4Consolidated Statements of Cash Flows
5Notes to Consolidated Financial Statements
6-12


Table of Contents


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the Board of Directors


Dragon Jade International Limited





We have audited the accompanying balance sheets of Dragon Jade International Limited as of March 31, 2011, and 2010 and the related statements of operations and comprehensive loss, stockholders’ deficit, and cash flows for each of the years in the three-year period ended March 31, 2011.  Dragon Jade International Limited’s management is responsible for these financial statements.  Our responsibility is to express an opinion on these financial statements based on our results.





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.  The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in 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 Dragon Jade International Limited as of March 31, 2011 and 2010, and the results of its operations and its cash flows for each of the years in the three-year period ended March 31, 2011 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 10 to the financial statements, conditions exist which raise substantial doubt about the Company’s ability to continue as a going concern unless it is able to generate sufficient cash flows to meet its obligations and sustain its operations.  Management’s plan in regard to these matters are also described in Note 10.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.





Gruber & Company, LLC


Lake Saint Louis, Missouri


July 29, 2011


Table of Contents


Balance Sheet





Plant, machinery and equipment, net


0



0Total assets


17,603



50,423Liabilities and stockholders' equityCurrent liabilitiesAccounts Payable


0



0Amount due to Directors


0



0Accruals & Other payable


129



12,060Total current liabilities


129



12,060Stockholders' equityCommon stock, 100,000,000 shares authorized and 30,410,000 shares issued at no par value


158,266



158,266Retained earnings


(140,760
)


(119,935
)Other Comprehevsive Income


(32
)


32Total stockholders' equity


17,474



38,363Total liabilities and stockholders' equity

$
17,603


$
50,423


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Operating Statement





2011


2010


2009Revenue

$
9,261


$
3,869


$
10,292ExpensesSelling, general and administrative


(30,106
)


(50,274
)


(31,330
)Income/(loss) from operations


(20,845
)


(46,405
)


(21,038
)Other income


0



0



0Interest income


20



34



127Total other income


20



34



127Loss from operations


(20,825
)


(46,371
)


(20,911
)Income tax


0



0



0Net loss


(20,825
)


(46,371
)


(20,911
)Currency exchange loss


(64
)


(98
)


(2,549
)Comprehensive loss

$
(20,889
)

$
(46,469
)

$
(23,460
)Net Loss per share

$
(0.001
)

$
(0.002
)

$
(0.001
)Net Comprehensive loss per share

$
(0.001
)

$
(0.002
)

$
(0.001
)Weighted average common shares outstanding


30,410,000



30,410,000



30,410,000


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Stockholder’s Equity




Balance, March 31, 2008


30,000,000



1,289



52,653



2,679



(48,685
)Conversion of S/h loan


115,974















115,974Issuance of shares to founders


10,000



1,000



--



--



1,000Issuance of shares for private placement


400,000



40,000



--



--



40,000Net loss for the year


--



--



(20,911
)


--



(20,911
)Effect of foreign exchange rate  changes on cash and cash equivalent


--



--



--



(2,549
)


(2,549
)Balance, March 31, 2009


30,410,000



158,266



(73,564
)


130



84,832Net loss for the year


--



--



(46,371
)


--



(46,371
)Effect of foreign exchange rate  changes on cash and cash equivalent


--



--



--



(98
)


(98
)Balance, March 31, 2010


30,410,000



158,266



(119,935
)


32



38,363Net loss for the year


--



--



(20,825
)


--



(20,825
)Effect of foreign exchange rate  changes on cash and cash equivalent


--



--



--



(64
)


(64
)Balance, March 31, 2011


30,410,000



158,266



(140,760
)


(32
)


17,474




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Cash Flow Statement





For the years endedMarch 31,2011


2010


2009Cash flows from operating activitiesNet loss

$
(20,825
)

$
(46,371
)

$
(20,911
)Adjustments to reconcile net income/(loss) to net cash used in operating activities:Depreciation


0



30



60Changes in assets and liabilities:Deposits and other receivables - Related


3



22,447



(22,384
)Deposits and other receivables - Third


0



0



0Accounts payables


0



0



(10,292
)Accrued liabilities and other payables-Third


(11,931
)


12,060



(2,316
)Net cash (used in) operating activities


(32,753
)


(11,834
)


(55,843
)Cash flow from investing activitiesAcquisition of assets


0



0



0Acquisition of a subsidiary


0



0



0Net cash (used in) investing activities


0



0



0Cash flow from financing activitiesCash advancd from directors


0



0



0Cash for private placement


0



0



41,000Cash for issuance of shares


0



3



0Net cash provided by financing activities


0



3



41,000Effect of foreign exchange rate  changes on cash and cash equivalent


(64
)


(98
)


(2,279
)Cash and cash equivalents:Net (decrease) increase


(32,817
)


(11,929
)


(17,122
)Balance at beginning of period


50,412



62,341



79,463Balance at end of period


17,595



50,412



62,341Supplemental cash flow information:Cash paid for income taxes


0



0



0Cash paid for interest

$
0


$
0


$
0Non-cash financing sources:Shareholder loans converted to common stock

$
0


$
0


$
0




Table of Contents


DRAGON JADE INTERNATIONAL LIMITED




NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




1. The Company





Dragon Jade International Limited (the “Company”) was incorporated on April 14, 2008 in the British Virgin Islands. The principal activity of the Company is investment holding. On August 25, 2008 the Company entered into a merger agreement with KASH Strategic Limited, a privately held corporation.  On January 19, 2009, the Company consummated the transaction contemplated by the merger agreement.  All of the capital stock of KASH Strategic Limited was exchanged for an aggregate of 30,000,000 shares of the Company’s capital stock.  For accounting purposes, the acquisition will be accounted for as a recapitalization with the transaction treated as a reverse acquisition,
with Dragon Jade International Limited as the legal acquirer and KASH Strategic Limited as the acquired party.  The assets and liabilities of the acquired entity, KASH Strategic Limited will be brought forward at their book value and no goodwill will be recognized.  The historical financial statements are a continuation of the financial statements of KASH Strategic Limited.  Due to the recapitalization accounting, the common shares amounts in the historical financial statements have been retroactively adjusted to reflect the merger.





Details of the Company’s subsidiary (which together with the Company are collectively referred to as the “Group”) and its principal activity as of March 31, 2011 was as follows:





Name
Place of Registration
Percentage of equity interest attributable to the Group
Principal ActivityKash Strategic Ltd. (“KSD”)*
HK
100%
Provide corporate consultancy and advisory service





*
KSD was incorporated on October 31, 2003 in Hong Kong.  It is subsidiary of the Company and it consolidated into the Company’s financial statements.





2. Summary of Significant Accounting Policies





(a) Basis of Consolidation





The accompanying consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America.





The consolidated financial statements include the accounts of the Company and its subsidiary.  All significant inter-company accounts and transactions have been eliminated in consolidation.


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(b) Use of Estimates





In preparing financial statements in conformity with US GAAP, 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 periods. Significant estimates include depreciation. Actual results could differ from those estimates.





(c) Cash and Cash Equivalents





The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. As of March 31, 2011 and 2010, the Company did not have any cash equivalents.





(d) Plant and Equipment





Plant and equipment is stated at cost. Depreciation is provided principally by use of the straight-line method over the useful lives of the related assets, except for leasehold properties, which are depreciated over the terms of their related leases or their estimated useful lives, whichever is less.  Expenditures for maintenance and repairs, which do not improve or extend the expected useful life of the assets, are expensed to operations while major repairs are capitalized.





The estimated useful lives are as follows:





Furniture and fittings
4 yearsComputer equipment
4 years





The gain or loss on disposal of property, plant and equipment is the difference between the net sales proceeds and the carrying amount of the relevant assets, and, if any, is recognized in the statement of operations.





(e) Impairment of Assets





In accordance with ASC Topic 360, formerly Statement of Financial Accounting Standards (“SFAS”) No. 144, "Accounting for Impairment or Disposal of Long-Lived Assets", the Company evaluates its long-lived assets to determine whether later events and circumstances warrant revised estimates of useful lives or a reduction in carrying value due to impairment. If indicators of impairment exist and if the value of the assets is impaired, an impairment loss would be recognized.  As of March 31, 2011 and 2010, no impairment loss has been recognized.





(f) Income Taxes





Income taxes are provided on an asset and liability approach for financial accounting and reporting of income taxes.  Any tax paid by subsidiaries during the year is recorded.  Current tax is based on the profit or loss from ordinary activities adjusted for items that are non-assessable or disallowable for income tax purpose and is calculated using tax rates that have been enacted or substantively enacted at the balance sheet date.  Deferred income tax liabilities or assets are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and the financial reporting amounts at each year end.





A valuation allowance is recognized if it is more likely than not that some portion, or all, of a deferred tax asset will not be realized.


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(g) Revenue Recognition





Revenue is recognized in accordance with SEC Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements”.  The Company recognizes revenue when it is probable that economic benefits will follow to the Company and when revenue can be measured reliably. Revenue from professional service arrangements if generally determined based on time and materials or a cost plus a profit margin measure. Revenue for professional services is recognized as the services are performed (proportion basis). Losses on professional contracts, if any, are provided for in the period in which the loss becomes determinable. Invoicing for services rendered generally occurs with one to two weeks after
each month end in which the services are provided. Revenue earned which has not been invoiced at the last day of the period is included in the balance of trade receivables, net in the balance sheet. Revenues received which have not been earned at the last day of the period are included in the balance sheet liability section as deferred revenues.





The registrant has based its revenue recognition policy using guidance provided by SEC Staff Accounting Bulletin 104.





The Company recognized revenue when services are provided or in proportion basis according as terms of contracts applicable.





(h) Foreign Currency Transactions





The consolidated financial statements of the Company are presented in United States Dollars (“US$”).  Transactions in foreign currencies during the period are translated into US$ at the exchange rates prevailing at the transaction dates.  Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated into US$ at the exchange rates prevailing at that date.  All transaction differences are recorded in the income statement.





The Company’s subsidiary in Hong Kong has its local currency, Hong Kong Dollars (“HK$”), as its functional currency.  On consolidation, the financial statements of the Company’s subsidiary in Hong Kong is translated from HK$ into US$ in accordance with SFAS No. 52, "Foreign Currency Translation".  Accordingly, all assets and liabilities are translated at the exchange rates prevailing at the balance sheet dates and all income and expenditure items are translated at the average rates for each of the period. Translation of amounts from HK$ into US$ has been made at the following exchanges rates for the respective periods:





March 31, 2011


Balance sheet


US$0.12855 to HK$1.00Statement of income and comprehensive income
US$0.12862 to HK$1.00





(i) Fair Value of Financial Instruments





ASC Topic 820, formerly SFAS No. 107, “Disclosures about Fair Values of Financial Instruments”, requires disclosing fair value to the extent practicable for financial instruments that are recognized or unrecognized in the balance sheet.  The fair value of the financial instruments disclosed herein is not necessarily representative of the amount that could be realized or settled, nor does the fair value amount consider the tax consequences of realization or settlement.


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For certain financial instruments, including cash, accounts and other receivables, accounts payable, accruals and other payables, it was assumed that the carrying amounts approximate fair value because of the near term





maturities of such obligations. The carrying amounts of long-term loans approximate fair value as the interest on these loans is minimal.





(j) Earnings/(Losses) Per Share





Basic losses per share is computed by dividing the earnings for the year by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution of securities by including other potential common stock, including stock options and warrants, in the weighted average number of common shares outstanding for a period, if dilutive.





(k) Accumulated Other Comprehensive Income





The Company follows ASC Topic 220 formerly Statement of Financial Accounting Standard (“SFAF”) No. 130, “Reporting Comprehensive Income.” Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income.





(l) Stock-Based Compensation





We account for stock-based compensation in accordance with FASB ASC 718, Compensation – Stock compensation which requires that companies account for awards of equity instruments issued to employees under the fair value method of accounting and recognize such amounts in their statements of operations.  Under FASB ASC 718 we are required to measure compensation costs for all stock-based awards at fair value on the date of grant and recognize compensation expense in our consolidated statements of operations over the service period that the awards are expected to vest.





The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 718, Accounting for Equity Instruments that are issued to Other Than Employees for Acquiring or in Conjunction with Selling Goods or Services.  If the fair value of goods or services received in a share-based payment transaction with nonemployees is more reliably measureable than the fair value of the equity instruments issued, the fair value of the goods or services received shall be used to measure the transaction.  In contrast, if the fair value of the equity instruments issued in a share-based payment transaction with nonemployees is more reliably measured
than the fair value of the consideration received, the transaction shall be measured based on the fair value of the equity instruments issued.





(m) New Accounting Pronouncements





In February, 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) No. 2010-09, Subsequent Events (Topic 855); Amendments to Certain Recognition and Disclosure Requirements, effective upon issuance, which removed the requirement for an SEC filer to disclose the date through which subsequent events have been evaluated in both issued and revised financial statements.





In June 2009, the FASB issued the Accounting Standards Codification (“FASB ASC”) as the sole source of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements, effective for interim and annual periods ending after September 15, 2009.  FASB ASC does not change GAAP, but changes the way accounting principles are referenced in financial statements and notes to financial statements.  As required, we adopted FASB ASC in the first quarter of fiscal 2010 and, other than accounting principle resource referencing FASB ASC had no impact on our financial statements
as of and for the years ended March 31, 2011.


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3.
Income Taxes





BRITISH VIRGIN ISLANDS





The Company was incorporated in the British Virgin Islands and, under the current laws of the British Virgin Islands, is not subject to income taxes.





HONG KONG





No Hong Kong Profits Tax has been provided in the financial statements as KSD was in a tax loss position during the year.





4.
Officers Compensation Expense





Our financial statements do not reflect officers compensation expense since the officers have elected to forgo their compensations valued at $57,500 and $57,500 respectively, for their positions for the fiscal year ended March 31, 2011 and 2010. And the officers do not remunerate themselves in the form of some other payments for the fair value of the services rendered. Had the compensation been paid or accrued to the officers, the net loss for the fiscal years ended March 31, 2011 and 2010 would have increased by $57,500 and $57,500 respectively.





5.
Retirement and Welfare Benefits





The employees of the Company are members of the Mandatory Provident Fund operated by the local government. The company contribute 5% according to the different payroll range of the employee, and the maximum amount of contribution is up to HK$1,000.





6.
Cash and Bank Deposit





Cash and cash equivalents are summarized as follows:





2011


2010Cash at Bank

$
17,460


$
50,230Cash on Hand


135



182Total

$
17,595


$
50,412


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7.
Related Party Transactions





As of March 31, 2011, the Group has the following balance with related party:-





On January 16, 2009, the Company had issued a total of 30,000,000 shares of the company's common stock to the original shareholders of KSD per a supplementary agreement dated August 28, 2008 regarding the acquisition of KSD by Dragon Jade at consideration of US$3. Subsequently, they paid cash to the Company. As a result, Mr. WONG Ka Ming, Mr. HUNG Kwok Wing and Metrolink Holdings Ltd. respectively holds 10,500,000 shares, 10,500,000 shares and 9,000,000 shares of the company's common stock. Worldwide Gateway Co. Ltd., one of the original shareholders of KSD had assigned its interest in the Company to Metrolink Holdings Ltd.





8.
Concentrations and Credit Risk





The Company operates principally in Hong Kong and grants credit to its customers in this geographic region.  Since Hong Kong is economically stable, it is always possible that unanticipated events in foreign countries could not disrupt the Company’s operations.





Financial instruments that potentially subject the Group to a concentration of credit risk consist of cash and accounts receivable.





The Company does not require collateral to support financial instruments that are subject to credit risk.





9.
Commitments and Contingencies





As of March 31, 2011 and 2010, the company did not have any contingent liabilities.





10.
Going Concern





The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. These consolidated financial statements show that the Company has sustained losses totaling $140,760 since inception. The future of the Company is dependent upon its attaining profitability.  The consolidated financial statements do not include any adjustments relating to recoverability and classification of recorded assets, or the amounts or classifications of liabilities that might be necessary in the event the Company cannot achieve profitability and continue in existence.