As
filed with the Securities and Exchange Commisssion on January 8,
2010


File
No. 0-53593






UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20459




FORM
20-F/A




(Mark
One)




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




OR




x
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934
              
              For
      the fiscal year ended March 31,
2009




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, 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, 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    x 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.     o
Yes     x No




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.    x
Yes     o No




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.


Item
17o       Item
18x




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









INTRODUCTORY
NOTE TO THE ANNUAL REPORT ON FORM
 20-F/A, AS AMENDED, DATED
JANUARY 7, 2010
 
 
 The
sole purpose of this amendment to the annual report on Form 20-F/A is to file as
exhibits in Item 19 the certifications: (1) with respect to internal control
over financial reporting, required by Rules 13a-15(e) and 15d-15(c) of the
Securities Exchange Act of 1934 (“1934 Act”), and (2) with respect to disclosure
controls and procedures, required by Rule 13a-14(b) of the 1934 Act and Section
350 of Chapter 63 of Title 18 of the United States Codes.









TABLE  OF
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.









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




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, 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, 121 Civic Center Drive, Suite 225,
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 Statistics and Expected Timetable




Not
applicable.




Item
3.  Key Information




A. Selected financial
data:  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.  Therefore, the following table presents selected financial
data for the period from inception to March 31, 2005, for the three fiscal
years ended March 31, 2008 and for the interim period ended November 30, 2007
(unaudited) for KASH and selected financial data for the fiscal year ended March
31 2009 and for the interim period ended November 30 2008 (unaudited) for Dragon
Jade:




2




(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, 2004, 2005, 2006, 2007,2008 and 2009. On  September 30, 2009, the
Noon Buying Rate was US$1.00 equals HK$7.7500.




12-month
      Period Ending March 312009
                                                        
                                                        
                                                        2008
                                                        
                                                        
                                                        2007
                                                        
                                                        
                                                        2006
                                                        
                                                        
                                                        2005
                                                        
                                                        
                                                        2004High
                                                        
                                                        
                                                        7.8159
                                                        
                                                        
                                                        
                                                        7.8289
                                                        
                                                        
                                                        
                                                        7.8177
                                                        
                                                        
                                                        
                                                        7.7995
                                                        
                                                        
                                                        
                                                        7.8010
                                                        
                                                        
                                                        
                                                        7.7999Low
                                                        
                                                        
                                                        7.7497
                                                        
                                                        
                                                        
                                                        7.7497
                                                        
                                                        
                                                        
                                                        7.7510
                                                        
                                                        
                                                        
                                                        7.7506
                                                        
                                                        
                                                        
                                                        7.7698
                                                        
                                                        
                                                        
                                                        7.7085End
      of Period
                                                        
                                                        
                                                        7.7500
                                                        
                                                        
                                                        
                                                        7.7819
                                                        
                                                        
                                                        
                                                        7.8137
                                                        
                                                        
                                                        
                                                        7.7597
                                                        
                                                        
                                                        
                                                        7.7990
                                                        
                                                        
                                                        
                                                        7.7930Average
                                                        
                                                        
                                                        7.7731
                                                        
                                                        
                                                        
                                                        7.7946
                                                        
                                                        
                                                        
                                                        7.7817
                                                        
                                                        
                                                        
                                                        7.7652
                                                        
                                                        
                                                        
                                                        7.7935
                                                        
                                                        
                                                        
                                                        7.7827
  Sep-09
                    
                    
                    Aug-09
                    
                    
                    Jul-09
                    
                    
                    Jun-09
                    
                    
                    May-09
                    
                    
                    Apr-09High
                    
                    
                    7.7514
                    
                    
                    
                    7.7516
                    
                    
                    
                    7.7505
                    
                    
                    
                    7.7516
                    
                    
                    
                    7.7526
                    
                    
                    
                    7.7508Low
                    
                    
                    7.7498
                    
                    
                    
                    7.7500
                    
                    
                    
                    7.7495
                    
                    
                    
                    7.7499
                    
                    
                    
                    7.7500
                    
                    
                    
                    7.7495End
      of Period
                    
                    
                    7.7500
                    
                    
                    
                    7.7505
                    
                    
                    
                    7.7500
                    
                    
                    
                    7.7500
                    
                    
                    
                    7.7519
                    
                    
                    
                    7.7500
  B. Capitalization and
indebtedness:


The
Company is authorized to issue 100,000,000 shares of common stock,, no par
value,.  As of March 31, 2009 and September 30, 2009, there were
30,410,000 issued and outstanding shares of common stock.




3




C. Reasons for the offer and use of
proceeds.


Not
applicable.




D. Risk Factors.  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 $20,911 for
the fiscal year ending March 31, 2009., The Company  had a working
capital of $84,829and a retained earnings
deficit of $73,564 as of March 31 2009.   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 $20,911
for the fiscal year ending March 31 2009 and had a retained
earnings deficit of $73,564 as at March 31, 2009., 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.




4




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.




5




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.




6




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.




Risks
Related to Our Common Stock


There is no established or
liquid trading market for shares of our common stock. Although we intend
to apply for listing of our shares on Nasdaq or quotation of our shares on the
OTC Bulletin Board (“OTCBB”) after effectiveness of this registration statement,
there can be no assurance that our shares will qualify for either Nasdaq or the
OTCBB.  If we do not satisfy all the applicable requirements of either
Nasdaq or the OTCBB,, we expect that our shares may be quoted and traded from
time to time on the Pink Sheets.  Such Pink Sheet quotations and
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.




7




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.




8




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, 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









9




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, Hong Kong SAR. China,
consisting of 680 square feet used for offices and conferences, are leased for
$1,920 per month pursuant to a lease expiring on August 15, 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 $20,911 for
the fiscal year ending March 31, 2009. and had a retained earnings deficit of
$73,564 as at March 31, 2009.. 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 $84,829 as at
March 31, 2009.  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 2009 decreased 14% to $10,292 from $11,995
for fiscal year 2008, while net loss decreased to $20,911 from $22,910 during
the year. For the fiscal year ended March 31, 2007, we recorded revenue of
$221,069, which was coming from the services we provided to one customer that we
signed up during the previous fiscal year. We signed up a client during the
fiscal year ended March 31 2009 to provide general consulting services for a fee
of $10,277, and the work was completed during the period concerned. The ongoing
impact of the financial turmoil of the US since 2008 had made it more difficult
for us to secure customers.




In view
of the decrease in revenue, Management had made an effort to cut down on
expenses and has succeeded in compressing selling, general and administrative
expenses to $31,330 for fiscal year 2009, a decrease of 14.3% from $36,556 for
fiscal year 2008. The net decrease of $5,226 of such expenses for fiscal year
2009 when compared to fiscal year 2008 was mainly due to a decrease of
approximately $9500 of staff costs, $6,700 of management fees, $3,600 of
depreciation expenses, $1,750 of utilities, $1,150 of audit fees, $400 of
telecommunication expenses and $1,610 for other miscellaneous costs like
stationeries, postage, etc, However, part of the savings had been offset by the
incorporation cost of the Company, which amounted to $965, and the professional
fees of $18,525 paid in connection to the Company’s filing for registration with
the SEC. As a result, there was a net decrease of $5,226 in the selling, general
and administrative expenses for fiscal year 2009. We felt that such reduction
would only have a minimum effect, if any, on our ability to conduct business as
our initial contacts with potential customers were mostly through emails,
telephone conversations and faxes.





The
selling, general and administrative expenses of $36,556 for fiscal year 2008
were 65% lower than $105,150 for fiscal year 2007. Selling, general and
administrative expenses in fiscal year 2006 of $78,843 were increased to
$105,150 in fiscal 2007 but then were reduced to  $36,556 in fiscal
year 2008. The fluctuation in the selling, general and administrative expenses
for fiscal years 2006, 2007 and 2008 can be explained by the movements in a few
of the major items making up the expenses. In fiscal year 2006, total salaries
paid were $27,240, whereas those paid in fiscal year 2007 and fiscal year 2008
were $30,523 and $9,504 respectively. In fiscal year 2007, extensive traveling
was required of the management to perform the services to the client, and such
expenses came up to $29,558, which compares to $8,911 for fiscal year 2006 and
$198 for fiscal year 2008. A bad debt of $2,554 was written off in fiscal
year 2007, whereas no such write off was necessary for fiscal years 2006 and
2008. As explained above, the reduction of selling, general and administrative
expenses from $105,150 for fiscal year 2007 to $36,556 for fiscal year 2008 only
had a minimal effect on the company’s ability to conduct
business.




Fiscal
year 2008 was a difficult one for the company. The decrease in revenue was a
result of our not entering into any new consulting
contracts.  Although there had been quite a number of referrals and
initial contacts with potential clients, we did not sign any consultancy
contract with any new client. The revenue recorded for the fiscal year 2008 was
an extension of some extra work provided to an existing client, which was market
research conducted pursuant to the project we performed for that client in 2007.
Fiscal year 2009 continued to be a difficult one for the company as the
situation did not have much improvement. Total revenue of $10,292 was recorded
for the year.


The
recent turmoil in the financial markets around the world has created rather
serious problems for a large number of the small-to-medium sized companies in
the region that are our prospective clients.  Although management
expects to receive more enquiries from potential clients for the company’s
services, it also anticipates that the conclusion of a final contract with a new
client would still be difficult and that any new client will be putting up more
effort in negotiating and bargaining the contract price.  These
difficult circumstances continued in the fiscal year ended March 31, 2009 and we
expect them to continue in future fiscal years.




Although
the economy in China as well as most of the rest of the world has experienced
considerable turmoil and uncertainty since 2007, our senior management
nevertheless has determined to devote considerable efforts to marketing during
calendar year 2009 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.




10




B.  Liquidity and capital
resources.




The lack
of any substantial consultancy contracts since 2007 and the increased need for
working capital in light of the decrease in income in 2008 have presented
considerable problems for the company.  We need substantial additional
capital to carry out our plan to grow and develop the business. Therefore, in
September 2008, we placed out 410,000 shares of the company’s common stock at a
consideration of $0.10 per share to 41 unrelated third parties for a total
proceed of $41,000. As at march 31, 2009, the company had a working capital of
$84,829. Dragon Jade estimates its working capital needs for the next 12 months
to be approximately $40,000; as of the date of filing of this registration
statement, it has funds in excess of $40,000 (including cash in KASH’s bank
account and proceeds from Dragon Jade’s private placement) 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
registrant and have previously provided liquidity to the company; for
example, $115,654, an amount due to directors for funds advanced to KASH,
was capitalized subsequent to March 31, 2008.  The amount due has no
maturity date and does not bear any interest.  Imputed interest had
been considered, but was not deemed required.  After the
capitalization of such directors loan, there is no longer any outstanding amount
due to directors. We also may consider making a private offering of securities
to raise capital, although the circumstances for doing so have been unfavorable
recently.




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 2009 and likely beyond. 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 56, 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.




11




HUNG Kwok Wing (“Sonny”), age
45, 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 34, 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 56, 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, 2009.




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, 2009.




Ms. KOU
as Chief Financial Officer of KASH did not receive any compensation or benefits
during the fiscal year ended March 31, 2009.





Ms. LAM
as Secretary of Kash did not receive any compensation or benefits during the
fiscal year ended March 31, 2009.





To
decrease expenses and to build up the Company’s profits, the members of senior
management (other than Ms. Lam, who received compensation of $9,500 for services
as Secretary) have elected to forgo aggregate compensation valued at $57,500 for
their services for the fiscal year ended March 31, 2008 (Mr. Wong, $30,000; Mr.
Hung, $2,500; and Ms Kou, $25,000)    None of the members of
senior management  receives any other form of remuneration, such as
bonuses, stock awards, stock options.or perquisities 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, 2010.





12




D.  Employees.




We had 4
employees at the end of the last fiscal year ended March 31, 2008, 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 30 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, 2009 and September 30, 2009, 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
                                    
                                    
                                    10,500,000
                                    
                                    
                                    
                                    34.5HUNG
      Kwok Wing
                                    
                                    
                                    10,500,000
                                    
                                    
                                    
                                    34.5KOU
      Yue
                                    
                                    
                                    -0-
                                    
                                    
                                    
                                    -0-LAM
      Lai Sheung
                                    
                                    -0-
                                    
                                    
                                    
                                    -0-Metrolink
      Holdings Ltd.*
                                    
                                    
                                    9,000,000
                                    
                                    
                                    
                                    29.5









* 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.





13




Item
7.  Major Shareholders and Related Party Transactions





A.  Major Shareholders. As of
March 31, 2009 and September 30, 2009, our major shareholders, WONG Ka Ming,
HUNG Kwok Wing and Metrolink Holdings Ltd. beneficially own, respectively,
10,500,000 shares of Dragon Jade common stock, or 34.5%, 10,500,000 shares or
34.5% and 9,000,000 shares or 29.5%.  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. 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,
2009 is held by persons in the United States.  Of the issued and
outstanding shares, 30,410,000, or 100%, are held by 44 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 hold 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.





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; therefore the net balance due from Asset
Intelligence is US$27,447. The amount is expected to be received from Asset
Intelligence before December 31, 2009. The Company considers the terms of
keeping the funds in the account of Asset Intelligence to be fair as there is no
cost to the registrant and that Asset Intelligence receives no compensation for
the use of the account.





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, after
“Signatures”:




Dragon Jade International
Ltd.


Consolidated
Balance Sheet as of March 31, 2007, 2008 and 2009


Consolidated
Statements of Operations and Comprehensive Loss for the year ended March 31,
2007, 2008 and 2009


Consolidated
Statements of Cash Flow for the year ended March 31 2007, 2008 and
2009


Consolidated
Statements of Change in Stockholders Equity (Deficit) for the year ended March
31, 2007, 2008 and 2009


Notes to
Consolidated Financial Statements





14




Kash Strategic
Ltd.


Report of
Independent Public Accountant


Consolidated
Balance Sheets as of March 31, 2008


Consolidated
Statements of Income (Loss) for the fiscal years ended March 31, 2006, 2007 and
2008


Consolidated
Statements of Retained Earnings (Deficit) for the fiscal years ended March 31,
2006, 2007 and 2008


Consolidated
Statements of Cash Flows for the fiscal years ended March 31, 2006, 2007 and
2008


Notes to
Consolidated Financial Statements




B.  Significant
Changes. KASH has capitalized the loan of $115,654 from our directors and
Dragon Jade has acquired 100% interest in KASH since the date of the annual
financial statements.




Item
9.  The Offer and Listing




A.  Offer and listing
details.




We are
not offering any securities.




There is
no established or liquid trading market for shares of our common stock. Upon
effectiveness of this registration statement, we intend to apply for listing of
our shares on Nasdaq or quotation of our shares on the OTC Bulletin Board
(“OTCBB”). There are qualitative and quantitative requirements for listing of
shares on Nasdaq and for eligibility of shares on the OTCBB and Dragon Jade
presently does not satisfy such requirements and likely will not satisfy
such requirements in the near future.  If we do not satisfy all the
applicable requirements for either Nasdaq or the OTCBB, we expect that our
shares may be quoted and traded from time to time on the Pink Sheets, which does
not have such requirements; such market is less established, orderly and
reliable than either Nasdaq or the OTCBB.  Such Pink Sheet quotations
and trading may be limited or sporadic and our shareholders may have difficulty
in selling their shares in such an illiquid market.





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 American Stock Transfer & Trust Company,
LLC, 59 Maiden Lane, Plaza Level, New York, NY 10038.




B.  Plan of
distribution.  Not applicable.




C.  Markets.




We intend
to seek admission to Nasdaq or the OTC Bulletin Board for quotation and trading,
but there is no assurance that our application will be approved.  See
Item 9A, above.




D.  Selling
shareholders. Not applicable.




E.  Dilution.  Not
applicable.




F. Expenses of the
issue.  Not applicable.




15




Item
10.  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, 2009, our recent fiscal year end, and
September 30, 2009, 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.




16




(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 of 121 Civic Center Drive, Suite 225, 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 are filed
as part of this registration statement; 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.




17




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, Dividend Arrearages 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 to the 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, 2009, 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, 2009, 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.




18




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, 2010.




Item
16C.  Principal Accountant Fees and Services




Audit Fees:The
aggregate fees for each of the last two fiscal years ended March 31, 2009 for
professional services rendered by Gruber & Company, LLC, 121 Civic Center
Drive, Suite 225, Lake Saint Louis, Missouri 63367, our principal accountant for
the audit of our annual financial statements, were $0 for fiscal 2008 and $0 for
fiscal 2009.




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 from the Listing 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.    Financial
Statements




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




19




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 Financial Officer concerning disclosure controls and
      procedures12.2**
                
                Certificate
      of Chief Financial Officer concerning disclosure controls and
      procedures13.1**
                
                Certification
      of Chief Executive Officer Pursuant to Title 18, United States Code,
      Section 135013.2**
                
                Certification
      of Cjhief Financial Officer Pursuant to Title 18, United States Code,
      Section 135015*
                
                Consents
      of Auditors99*
                
                Representation
      Pursuant to Instruction 2 to Item 8.A.4 of Form 20-F




*
                Previously
      filed.
 **
                Filed
      herewith.








20




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, January 7, 2010
                    By:
                    /s/
      Yue KouYue
      Kou, Chief Financial Officer




21




DRAGON
JADE INTERNATIONAL LIMITED
 CONSOLIDATED
FINANCIAL STATEMENTS
 
 March
31, 2009
 Together
With Report Of
 Independent
Registered Public Accounting Firm
  
  DRAGON
JADE INTERNATIONAL LIMITED
  INDEX
TO CONOLIDATED FINANCIAL STATEMENTS
 
 Consolidated
      Balance Sheets
                  4Consolidated
      Statements of Operations
                  5Consolidated
      Statements of Changes in Stockholders’ Deficit
                  6Consolidated
      Statements of Cash Flows
                  7Notes
      to Consolidated Financial Statements
                  8-18
  2
  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, 2009, 2008, and 2007 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, 2009. 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 audits.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. 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 the 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, 2009, 2008, and 2007, and the results of its operations and its
cash flows for each of the years in the three-year period ended March 31, 2009
in conformity with accounting principles generally accepted in the United States
of America.
 
 As
discussed in Note 12 to the financial statements, the March 31, 2008 and 2007
financial statements have been restated to correct a misstatement
  The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 11 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 11. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
  /s/
Gruber & Company, LLC
 Gruber
& Company, LLC
 Lake
Saint Louis, Missouri
 September
25, 2009
  3
  DRAGON
JADE INITERNATIONAL LIMITED
 Consolidated
Balance Sheets
 
 RESTATED
                        
                        
                        RESTATEDMarch 31,
                        
                        
                        March 31,
                        
                        
                        March 31,2009
                        
                        
                        2008
                        
                        
                        2007AssetsCurrent
      assetsCash
      and Bank Deposits
                        
                        $
                        62,341
                        
                        
                        $
                        79,463
                        
                        
                        $
                        90,702Amount
      due from Related Company
                        
                        
                        22,450
                        
                        
                        
                        0
                        
                        
                        
                        5,966Deposit
      & Other receivable
                        
                        
                        8
                        
                        
                        
                        8
                        
                        
                        
                        8,257Total
      current assets
                        
                        
                        84,799
                        
                        
                        
                        79,471
                        
                        
                        
                        104,925Plant,
      machinery and equipment, net
                        
                        
                        30
                        
                        
                        
                        91
                        
                        
                        
                        3,754Total
      assets
                        
                        
                        84,829
                        
                        
                        
                        79,562
                        
                        
                        
                        108,679Liabilities
      and stockholders' equityCurrent
      liabilitiesAccounts
      Payable and accruals
                        
                        
                        0
                        
                        
                        
                        12,273
                        
                        
                        
                        18,359Total
      current liabilities
                        
                        
                        0
                        
                        
                        
                        12,273
                        
                        
                        
                        18,359Stockholders'
      equityCommon
      stock, 100,000,000 sharesauthorized
      and 30,410,000 issuedand
      outstanding at no par value
                        
                        
                        158,263
                        
                        
                        
                        117,263
                        
                        
                        
                        117,263Retained
      earnings
                        
                        
                        (73,564
                        )
                        
                        
                        (52,653
                        )
                        
                        
                        (29,743
                        )Other
      Comprehensive Income
                        
                        
                        130
                        
                        
                        
                        2,679
                        
                        
                        
                        2,800Total
      stockholders' equity
                        
                        
                        84,829
                        
                        
                        
                        67,289
                        
                        
                        
                        90,320Total
      liabilities and stockholders' equity
                        
                        $
                        84,829
                        
                        
                        $
                        79,562
                        
                        
                        $
                        108,679
 
 See
accompanying notes to consolidated financial statements
  4
  DRAGON
JADE INTERNATIONAL LIMITED
 Consolidated
Statement of Operations and Comprehensive Loss
 For the
Years Ended March 31, 2009, 2008 and 2007
 
 2009
                                                                      
                                                                      
                                                                      2008
                                                                      
                                                                      
                                                                      2007Revenue
                                                                      
                                                                      $
                                                                      10,292
                                                                      
                                                                      
                                                                      $
                                                                      11,995
                                                                      
                                                                      
                                                                      $
                                                                      221,069Cost
      of revenue
                                                                      
                                                                      
                                                                      0
                                                                      
                                                                      
                                                                      
                                                                      0
                                                                      
                                                                      
                                                                      
                                                                      (142,049
                                                                      )Gross
      profit
                                                                      
                                                                      
                                                                      10,292
                                                                      
                                                                      
                                                                      
                                                                      11,995
                                                                      
                                                                      
                                                                      
                                                                      79,020ExpensesSelling,
      general and administrative
                                                                      
                                                                      
                                                                      (31,330
                                                                      )
                                                                      
                                                                      
                                                                      (36,556
                                                                      )
                                                                      
                                                                      
                                                                      (105,150
                                                                      )Income/(loss)
      from operations
                                                                      
                                                                      
                                                                      (21,038
                                                                      )
                                                                      
                                                                      
                                                                      (24,561
                                                                      )
                                                                      
                                                                      
                                                                      (26,130
                                                                      )Other
      income
                                                                      
                                                                      
                                                                      0
                                                                      
                                                                      
                                                                      
                                                                      100
                                                                      
                                                                      
                                                                      
                                                                      7,424Interest
      income
                                                                      
                                                                      
                                                                      127
                                                                      
                                                                      
                                                                      
                                                                      1,551
                                                                      
                                                                      
                                                                      
                                                                      3,361Total
      other income
                                                                      
                                                                      
                                                                      127
                                                                      
                                                                      
                                                                      
                                                                      1,651
                                                                      
                                                                      
                                                                      
                                                                      10,785Loss
      from operations
                                                                      
                                                                      
                                                                      (20,911
                                                                      )
                                                                      
                                                                      
                                                                      (22,910
                                                                      )
                                                                      
                                                                      
                                                                      (15,345
                                                                      )Income
      tax
                                                                      
                                                                      
                                                                      0
                                                                      
                                                                      
                                                                      
                                                                      0
                                                                      
                                                                      
                                                                      
                                                                      0Net
      loss
                                                                      
                                                                      
                                                                      (20,911
                                                                      )
                                                                      
                                                                      
                                                                      (22,910
                                                                      )
                                                                      
                                                                      
                                                                      (15,345
                                                                      )Currency
      exchange loss
                                                                      
                                                                      
                                                                      (2,549
                                                                      )
                                                                      
                                                                      
                                                                      (121
                                                                      )
                                                                      
                                                                      
                                                                      (2,447
                                                                      )Comprehensive
      loss
                                                                      
                                                                      $
                                                                      (23,460
                                                                      )
                                                                      
                                                                      $
                                                                      (23,031
                                                                      )
                                                                      
                                                                      $
                                                                      (17,792
                                                                      )Net
      Loss per share
                                                                      
                                                                      $
                                                                      (0.001
                                                                      )
                                                                      
                                                                      $
                                                                      (0.001
                                                                      )
                                                                      
                                                                      $
                                                                      (0.001
                                                                      )Net
      Comprehensive Loss per share
                                                                      
                                                                      $
                                                                      (0.001
                                                                      )
                                                                      
                                                                      $
                                                                      (0.001
                                                                      )
                                                                      
                                                                      $
                                                                      (0.001
                                                                      )Weighted
      average common shares outstanding
                                                                      
                                                                      
                                                                      30,410,000
                                                                      
                                                                      
                                                                      
                                                                      30,000,000
                                                                      
                                                                      
                                                                      
                                                                      30,000,000
 
 See
accompanying notes to consolidated financial statements
  5
  DRAGON
JADE INTERNATIONAL LIMITED
 Consolidated
Statements of Changes in Stockholders' Equity (Deficit)
 RESTATED
  Retained
                  
                  
                  Other
                  
                  
                  TotalCommon
                  
                  
                  Earnings
                  
                  
                  Comprehensive
                  
                  
                  Stockholders'Shares
                  
                  
                  Stock
                  
                  
                  (Deficit)
                  
                  
                  Income
                  
                  
                  Equity (Deficit)Balance,
      March 31, 2006
                  
                  
                  30,000,000
                  
                  
                  
                  117,263
                  
                  
                  
                  (14,398
                  )
                  
                  
                  5,247
                  
                  
                  
                  108,112Net
      loss for the year
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  (15,345
                  )
                  
                  
                  —
                  
                  
                  
                  (15,345
                  )Foreign
      currency translation adjustment
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  (2,447
                  )
                  
                  
                  (2,447
                  )Balance,
      March 31, 2007
                  
                  
                  30,000,000
                  
                  
                  
                  117,263
                  
                  
                  
                  (29,743
                  )
                  
                  
                  2,800
                  
                  
                  
                  90,320Net
      loss for the year
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  (22,910
                  )
                  
                  
                  —
                  
                  
                  
                  (22,910
                  )Foreign
      currency translation adjustment
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  (121
                  )
                  
                  
                  (121
                  )Balance,
      March 31, 2008
                  
                  
                  30,000,000
                  
                  
                  
                  117,263
                  
                  
                  
                  (52,653
                  )
                  
                  
                  2,679
                  
                  
                  
                  67,289Issuance
      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
                  )Foreign
      currency translation adjustment
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  (2,549
                  )
                  
                  
                  (2,549
                  )Balance,
      March 31, 2009
                  
                  
                  30,410,000
                  
                  
                  $
                  158,263
                  
                  
                  $
                  (73,564
                  )
                  
                  $
                  130
                  
                  
                  $
                  84,829
 
 See
accompanying notes to consolidated financial statements
  6
  DRAGON
JADE INTERNATIONAL LIMITED
 Consolidated
Statements of Cash Flows
 For the
Years Ended March 31, 2009, 2008 and 2007
 
 Restated
                              
                              
                              Restated2009
                              
                              
                              2008
                              
                              
                              2007Cash
      flows from operating activitiesNet
      loss
                              
                              $
                              (20,911
                              )
                              
                              $
                              (22,910
                              )
                              
                              $
                              (15,345
                              )Adjustments
      to reconcile net income/(loss) tonet
      cash used in operating activities:Depreciation
                              
                              
                              60
                              
                              
                              
                              3,678
                              
                              
                              
                              3,668Loss
      on disposal of fixed assets
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              1,002Changes
      in assets and liabilities:Deposits
      and other receivables - Related
                              
                              
                              (22,384
                              )
                              
                              
                              5,991
                              
                              
                              
                              2,569Deposits
      and other receivables - Third
                              
                              
                              0
                              
                              
                              
                              8,282
                              
                              
                              
                              (1,297
                              )Accounts
      payables
                              
                              
                              (10,292
                              )
                              
                              
                              (7,453
                              )
                              
                              
                              (27,291
                              )Accrued
      liabilities and other payables-Third
                              
                              
                              (2,316
                              )
                              
                              
                              817
                              
                              
                              
                              (115,240
                              )Net
      cash (used in) operating activities
                              
                              
                              (55,843
                              )
                              
                              
                              (11,595
                              )
                              
                              
                              (151,934
                              )Cash
      flow from investing activitiesAcquisition
      of assets
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              10Net
      cash (used in) investing activities
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              10Cash
      flow from financing activitiesCash
      advanced from directors
                              
                              
                              0
                              
                              
                              
                              472
                              
                              
                              
                              115,182Cash
      for private placement
                              
                              
                              41,000
                              
                              
                              
                              0
                              
                              
                              
                              0Net
      cash provided by financing activities
                              
                              
                              41,000
                              
                              
                              
                              472
                              
                              
                              
                              115,182Effect
      of foreign exchange rate  changeson
      cash and cash equivalent
                              
                              
                              (2,279
                              )
                              
                              
                              (116
                              )
                              
                              
                              (3,195
                              )Cash
      and cash equivalents:Net
      (decrease) increase
                              
                              
                              (17,122
                              )
                              
                              
                              (11,239
                              )
                              
                              
                              (39,937
                              )Balance
      at beginning of period
                              
                              
                              79,463
                              
                              
                              
                              90,702
                              
                              
                              
                              130,639Balance
      at end of period
                              
                              
                              62,341
                              
                              
                              
                              79,463
                              
                              
                              
                              90,702Supplemental
      cash flow information:Cash
      paid for income taxes
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0Cash
      paid for interest
                              
                              $
                              0
                              
                              
                              $
                              0
                              
                              
                              $
                              0Non-cash
      financing sources:Shareholder
      loans converted to equity
                              
                              $
                              115,974
                              
                              
                              $
                              0
                              
                              
                              $
                              0
 
 See accompanying notes to financial statements
  7
  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 agreegate 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 Srategic
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, 2009 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.
 
 (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, 2009 and 2008, 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.
  8
  DRAGON
JADE INTERNATIONAL LIMITED
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 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 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, 2009 and 2008, 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.
 
 (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.
  9
  DRAGON
JADE INTERNATIONAL LIMITED
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 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, 2009Balance
      sheet
                    US$0.12904
      to HK$1.00Statement
      of income and comprehensive income
                    US$0.12865
      to HK$1.00
 
 (i)
Fair Value of Financial Instruments
 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.
 
 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 the 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
 In March
2004, the FASB issued a proposed statement, Share-Based Payment, which addresses
the accounting for share-based payment transactions in which an enterprise
receives employee services in exchange for equity instruments of the enterprise
or liabilities that are based on the grant-date fair value of the enterprise's
equity instruments or that may be settled by the issuance of such equity
instruments. The proposed statement would eliminate the ability to account for
share-based compensation transactions using Accounting Principles Board ("APB")
Opinion No. 25, Accounting for Stock Issued to Employees, and generally would
require instead that such transactions be accounted for using a fair-value-based
method. In December 2004, the FASB issued SFAS No. 123(R), Share-Based Payment,
which is a revision of SFAS No. 123. Generally, the approach in SFAS No. 123(R)
is similar to the approach described in SFAS No. 123. However, SFAS No. 123(R)
requires all share-based payments to employees, including grants of employee
stock options, to be recognized in the income statement based on their
grant-date fair values. Pro forma disclosure is no longer an
alternative.
 
 As
permitted by SFAS No. 123, for 2005, the Company accounted for share-based
payments to employees using APB Opinion No. 25's intrinsic value method and, as
such, generally recognized no compensation cost for employee stock
options.
 
 Effective
January 1, 2006, we have adopted SFAS No. 123(R)'s fair value method of
accounting for share based payments. Accordingly, the adoption of SFAS No.
123(R)'s fair value method may have a significant impact on the Company's
results of operations as we are required to recognize the cost of employee
services received in exchange for awards of equity instruments based on the
grant-date fair value of those awards.
  10
  DRAGON
JADE INTERNATIONAL LIMITED
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 SFAS No.
123(R) permits public companies to adopt its requirements using either the
"modified prospective" method or the "modified retrospective"
method.
 
 The
Company adopted SFAS No. 123(R) using the modified prospective method. In April
2005, the SEC delayed the effective date of SFAS No. 123(R), which is now
effective for public companies for annual, rather than interim periods that
begin after June 15, 2005. The impact of the adoption of SFAS No. 123(R) cannot
be predicted at this time because it will depend on levels of share-based
payments granted in the future.
 
 (m)
New Accounting Pronouncements
 
 In
September 2006, the FASB issued SFAS No. 157, “Fair Value
Measurements”.  This Statement defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles
(GAAP), and expands disclosures about fair value measurements.  The
Statement applies under other accounting pronouncements that require or permit
fair value measurements.  SFAS No. 157 is effective for fiscal years beginning
after November 15, 2007, or the Company’s fiscal year ending March 31,
2009.  The adoption of SFAS No. 157 did not impact our results of
operations, cash flows or financial position.
 
 In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities” and is effective for fiscal years
beginning after November 15, 2007.  This Statement permits entities to
choose to measure many financial instruments and certain other items at fair
value.  The objective is to improve
financial reporting by providing entities with the opportunity to mitigate
volatility in reported earnings caused by measuring related assets and
liabilities differently without having to apply complex hedge accounting
provisions.  The adoption of SFAS No. 159 did not impact our results
of operations, cash flows or financial position.
 
 In
December 2007, the FASB issued SFAS No. 160 “Noncontrolling Interests in
Consolidated Financial Statements-an amendment of ARB No. 51” and is effective
for fiscal years beginning after December 5, 2008.  This Statement
establishes accounting and reporting standards for the noncontrolling interest
in a subsidiary and for the deconsolidation of a subsidiary.  The
Company does not expect the adoption of SFAS No. 160 to have a material impact
on its financial statements.
 
 In
December 2007, the FASB issued SFAS No. 141 (Revised) “Business
Combinations”.  SFAS 141 (Revised) is effective for fiscal years
beginning after December 13, 2008.  This Statement establishes
principles and requirements for how the acquirer of a business recognizes and
measures in its financial statements theidentifiable assets acquired, the
liabilities assumed, and any noncontrolling interest in the
acquiree.  The Statement also provides guidance for recognizing and
measuring the goodwill acquired in the business combination and determines what
information to disclose to enable users of the financial statements to
evaluate the nature and financial effects of the business
combination.  The Company does not expect the adoption of SFAS 141 to
have a material impact on its financial statements.
 
 In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.”  SFAS No. 162 identifies the sources of
accounting principles and the framework for selecting the principles used in the
preparation of financial statements which are presented in conformity with
generally accepted accounting principles (“GAAP”) in the United
States.  SFAS No. 162 will become effective 60 days following the
SEC’s approval of the Public Company Accounting Oversight Board amendments to AU
Section 411, “The Meaning of Present Fairly in Conformity With
Generally Accepted Accounting Principles.”  The Company does
not expect the adoption of SFAS No. 162 to have a material impact on its
financial statements.
  11
  DRAGON
JADE INTERNATIONAL LIMITED
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 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, 2009 and
2008. 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, 2009 and 2008 would have increased by $57,500 and $57,500
respectively.
 
 5.      Debt
conversion to equity
 
 As of
March 31, 2008, KSD  has received a loan in the total amount of
HK$900,000 (US$115,654) from shareholders of KASH Strategic Limited ( the
“amount due to  directors”). The company used the proceeds from
shareholder loan for general operating purpose. The shareholder loan with no
embedded derivative characteristics bears 0% interest rate, and has no repayment
date. In July 2008 the directors of KSD converted the loan to stockholders’
equity to lessen the company’s cash flow burden other than pursuant to an
agreement. The conversion of debt to equity was recorded at book value method
and no gain or loss was recognized.
 
 6.      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.
 
 7.      Cash
and Bank Deposit
 Cash and
cash equivalents are summarized as follows:
 
 2009
                    
                    
                    2008Cash
      at Bank
                    
                    $
                    62,159
                    
                    
                    $
                    74,689Cash
      on Hand
                    
                    
                    182
                    
                    
                    
                    4,774Total
                    
                    $
                    62,341
                    
                    
                    $
                    79,463
  12
  DRAGON
JADE INTERNATIONAL LIMITED
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 8. Related
Party Transactions
 As of
March 31, 2009, the Group has the following balance with related
party:-
 
 The
balance due from related party is the amount received on behalf of the Company
of $1,000 from Mr. WONG Yan Sang (unrelated to Mr. WONG Ka Ming), the founder
shareholder and $40,000 for the private placement by issuing 400,000 shares of
common stock of the Company at $0.1 each to un-related third parties and the
payment of various professional fee paid for the Company for the listing
exercise of $18,551. The balance due is $22,449 and is non-interest bearing, and
is expected to be received from Asset Intelligence before Dec 31 2009. The
Company consider the terms of the transaction is fair.
  The
Company issued 410,000 shares of its common stock to 41 individual unrelated
parties, including the founder shareholder, at consideration of US$0.1 per
share, total US$41,000. All subscription money was banked in the bank account of
Asset Intelligence Ltd, Mr. WONG Ka Ming is the director of Asset Intelligence
Ltd. All the operation expenses of the Company were paid through the bank
account of Asset Intelligence, which include the incorporation cost of the
Company and the legal fees, therefore the net balance due from Asset
Intelligence was US$22,449.
 
 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. 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.
 
 9.   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.
 
 10. Commitments
and Contingencies
 
 As of
March 31, 2009 and 2008, the company did not have any contingent
liabilities.
  11.   
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 $73,564 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.
  13
  DRAGON
JADE INTERNATIONAL LIMITED
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 12.    Restated
Financial Statements
 
 Subsequent
to the issuance of the financial statements for the years ended March 31, 2008,
the Company restated certain balance sheet items.  The following is a
summary of the effects of these changes on the Company’s balance sheet as
of  March 31, 2008.
  Balance
      Sheet:
                      
                      As Originally
                        Stated
                      
                      
                      Adjustment
                      
                      
                      As RestatedTotal
      current assets
                      
                      $
                      79,471
                      
                      
                      
                      —
                      
                      
                      $
                      79,471Plant,
      machinery and equipment, net
                      
                      
                      91
                      
                      
                      
                      
                      
                      
                      
                      91totalTotal
      assets
                      
                      
                      79,562
                      
                      
                      
                      
                      
                      
                      
                      79,562Current
      liabilities
                      
                      
                      128,247
                      
                      
                      
                      (115,974
                      )(A)
                      
                      
                      12,273Stockholders’
      equity
                      
                      
                      (48,685
                      )
                      
                      
                      115,974
                      (A)
                      
                      
                      67,289Total
      liabilities and stockholders’ equity
                      
                      
                      79,562
                      
                      
                      
                      
                      
                      
                      
                      79,562
 
 (A) Loans
from directors converted to equity
 14
 DRAGON
JADE INTERNATIONAL LIMITED
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 Subsequent
to the issuance of the financial statements for the years ended March 31, 2007,
the Company restated certain balance sheet items.  The following is a
summary of the effects of these changes on the Company’s balance sheet as
of  March 31, 2007.
  Balance Sheet:
                    
                    As Originally
                      Stated
                    
                    
                    Adjustment
                    
                    
                    As RestatedTotal
      current assets
                    
                    $
                    104,925
                    
                    
                    
                    —
                    
                    
                    $
                    104,925Plant,
      machinery and equipment, net
                    
                    
                    3,754
                    
                    
                    
                    
                    
                    
                    
                    3,754totalTotal
      assets
                    
                    
                    108,679
                    
                    
                    
                    
                    
                    
                    
                    108,679Current
      liabilities
                    
                    
                    134,333
                    
                    
                    
                    (115,974
                    )(A)
                    
                    
                    18,359Stockholders’
      equity
                    
                    
                    (25,654
                    )
                    
                    
                    115,974
                    (A)
                    
                    
                    90,320Total
      liabilities and stockholders’ equity
                    
                    
                    108,679
                    
                    
                    
                    
                    
                    
                    
                    108,679
 
 (A)
                Loans
      from directors converted to
equity
  15
  DRAGON
JADE INTERNATIONAL LIMITED
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 Subsequent
to the issuance of the financial statements for the years ended March 31, 2008,
the Company restated certain items of cash flows.  The following is a
summary of the effects of these changes on the Company’s statement of cash flows
for the year ended March 31, 2008.
  Statement of Cash Flows:
                    
                    As Originally
                      Stated
                    
                    
                    Adjustment
                    
                    
                    As RestatedCash
      flows from operating activities:Net
      loss
                    
                    $
                    (22,910
                    )
                    
                    
                    —
                    
                    
                    $
                    (22,910
                    )Adjustments
      to reconcile net loss to net cash Used in operating
      activities:Depreciation
                    
                    
                    3,678
                    
                    
                    
                    —
                    
                    
                    
                    3,678Changes
      in assets and liabilities:Deposits
      and other receivables – Related
                    
                    
                    5,967
                    
                    
                    
                    24
                    (A)
                    
                    
                    5,991Deposits
      and other receivables – Third
                    
                    
                    8,250
                    
                    
                    
                    32
                    (A)
                    
                    
                    8,282Accounts
      payable
                    
                    
                    (7,383
                    )
                    
                    
                    (70
                    )(A)
                    
                    
                    (7,453
                    )Accrued
      liabilities and other payables – Third
                    
                    
                    823
                    
                    
                    
                    (6
                    )(A)
                    
                    
                    817Net
      cash (used in) / provided by operating activities
                    
                    
                    (11,575
                    )
                    
                    
                    (20
                    )
                    
                    
                    (11,595
                    )Cash
      flow from financing activities Cash advanced from
directors
                    
                    
                    458
                    
                    
                    
                    14
                    (A)
                    
                    
                    472Effect
      of foreign exchange rate changes on Cash and cash
    equivalent
                    
                    
                    (122
                    )
                    
                    
                    6
                    (A)
                    
                    
                    (116
                    )Cash
      and cash equivalents:Net
      (decrease) increase
                    
                    
                    (11,239
                    )
                    
                    
                    -0-
                    
                    
                    
                    (11,239
                    )Balance
      at beginning of period
                    
                    
                    90,702
                    
                    
                    
                    -0-
                    
                    
                    
                    90,702Balance
      at end of period
                    
                    
                    79,463
                    
                    
                    
                    -0-
                    
                    
                    
                    79,463
 
 (A)
Adjustment to the oringially stated cash flows
  16
  DRAGON
JADE INTERNATIONAL LIMITED
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 Subsequent
to the issuance of the financial statements for the years ended March 31, 2007,
the Company restated certain items of cash flows.  The following is a
summary of the effects of these changes on the Company’s statement of cash flows
for the year ended March 31, 2007.
 
 Statement of Cash Flows:
                    
                    As Originally
                      Stated
                    
                    
                    Adjustment
                    
                    
                    As RestatedCash
      flows from operating activities:Net
      loss
                    
                    $
                    (15,345
                    )
                    
                    
                    -0-
                    
                    
                    $
                    (15,345
                    )Adjustments
      to reconcile net loss to net cash Used in operating
      activities:Depreciation
                    
                    
                    3,668
                    
                    
                    
                    -0-
                    
                    
                    
                    3,668Loss
      on disposal of fixed assets
                    
                    
                    1,002
                    
                    
                    
                    -0-
                    
                    
                    
                    1,002Changes
      in assets and liabilities:Deposits
      and other receivables – Related
                    
                    
                    2,613
                    
                    
                    
                    (44
                    )(B)
                    
                    
                    2,569Deposits
      and other receivables – Third
                    
                    
                    (1,243
                    )
                    
                    
                    (54
                    )(B)
                    
                    
                    (1,297
                    )Accounts
      payable
                    
                    
                    (27,445
                    )
                    
                    
                    154
                    (B)
                    
                    
                    (27,291
                    )Accrued
      liabilities and other payables – Third
                    
                    
                    (115,932
                    )
                    
                    
                    692
                    (B)
                    
                    
                    (115,240
                    )Net
      cash (used in) / provided by operating activities
                    
                    
                    (152,682
                    )
                    
                    
                    748
                    
                    
                    
                    (151,934
                    )Cash
      used for investing activities Acquisition of fixed assets
                    
                    
                    10
                    
                    
                    
                    -0-
                    
                    
                    
                    10Cash
      flow from financing activities Cash advanced from
directors
                    
                    
                    115,182
                    
                    
                    
                    -0-
                    
                    
                    
                    115,182Effect
      of foreign exchange rate changes on Cash and cash
    equivalent
                    
                    
                    (2,447
                    )
                    
                    
                    (748
                    )(B)
                    
                    
                    (3,195
                    )Cash
      and cash equivalents:Net
      (decrease) increase
                    
                    
                    (39,937
                    )
                    
                    
                    -0-
                    
                    
                    
                    (39,937
                    )Balance
      at beginning of period
                    
                    
                    130,639
                    
                    
                    
                    -0-
                    
                    
                    
                    130,639Balance
      at end of period
                    
                    
                    90,702
                    
                    
                    
                    -0-
                    
                    
                    
                    90,702
 
 (B)
Adjustment to the oringially stated cash flows
  17
  DRAGON
JADE INTERNATIONAL LIMITED
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 Subsequent
to the issuance of the financial statements for the years ended March 31, 2008
and 2007 the Company restated its common stock balance due to conversion of
directors loans to equity. The following is a summary of the effects of
these changes on the Company’s Statement of Changes in Stockholders’ Equity as
of  March 31, 2008 and 2007.
  Common stock:
                    
                    As Originally
                      Stated
                    
                    
                    Adjustment
                    
                    
                    As RestatedBalance
      March 31, 2006
                    
                    $
                    1,289
                    
                    
                    
                    115,974
                    (A)
                    
                    $
                    117,263BalaBalance
      March 31, 2007
                    
                    
                    1,289
                    
                    
                    
                    115,974
                    (A)
                    
                    
                    117,263Balance
      March 31, 2008
                    
                    
                    1,289
                    
                    
                    
                    115,974
                    (A)
                    
                    
                    117,263
 
 (A)Loans
from directors converted to equity
  18







KASH
STRATEGIC LIMITED


FINANCIAL
STATEMENTS




March
31, 2008, 2007 And 2006




Together
With Report Of


Independent
Registered Public Accounting Firm












KASH
STRATEGIC LIMITED
 INDEX
TO FINANCIAL STATEMENTS


Report
      of Independent Registered Public Accounting Firm
                  
                  2Balance
      Sheets
                  
                  3Statements
      of Operations
                  
                  4Statements
      of Changes in Stockholders’ Deficit
                  
                  5Statements
      of Cash Flows
                  
                  6Notes
      to Financial Statements
                  
                  7-13





REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To the
Board of Directors


Kash
Strategic Limited




We have
audited the accompanying balance sheets of Kash Strategic Limited as of March
31, 2008, 2007 and 2006 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, 2008. Kash Strategic Limited’s
management is responsible for these financial statements. Our responsibility is
to express an opinion on these financial statements based on our
audits.




We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. 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 the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.




In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Kash Strategic Limited as of March
31, 2008, 2007 and 2006, and the results of its operations and its cash flows
for each of the years in the three-year period ended March 31, 2008 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 8 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 8. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.





/s/
      Gruber & Company, LLCGruber
      & Company, LLCLake
      Saint Louis, MissouriSeptember
      16, 2008, except for the effects of the
                restatement
      discussed in Note 9 for which the date is
                July
      28, 2009


2


KASH
STRATEGIC LIMITED


Balance
Sheets


March 31,
2008, 2007 and 2006





2008
                  
                  
                  2007
                  
                  
                  2006AssetsCurrent
      assetsCash
      and Bank Deposits
                  
                  $
                  79,463
                  
                  
                  $
                  90,702
                  
                  
                  $
                  130,639Amount
      due from Related Company
                  
                  
                  0
                  
                  
                  
                  5,966
                  
                  
                  
                  8,580Deposit
      & Other receivable
                  
                  
                  8
                  
                  
                  
                  8,257
                  
                  
                  
                  7,015Total
      current assets
                  
                  
                  79,471
                  
                  
                  
                  104,925
                  
                  
                  
                  146,234Plant,
      machinery and equipment, net
                  
                  
                  91
                  
                  
                  
                  3,754
                  
                  
                  
                  8,432Total
      assets
                  
                  
                  79,562
                  
                  
                  
                  108,679
                  
                  
                  
                  154,666Liabilities
      and stockholders' equityCurrent
      liabilitiesAccounts
      Payable
                  
                  
                  10,280
                  
                  
                  
                  17,661
                  
                  
                  
                  45,106Amount
      due to Directors
                  
                  
                  115,654
                  
                  
                  
                  115,182
                  
                  
                  
                  0Accruals
      & Other payable
                  
                  
                  2,313
                  
                  
                  
                  1,490
                  
                  
                  
                  117,422Total
      current liabilities
                  
                  
                  128,247
                  
                  
                  
                  134,333
                  
                  
                  
                  162,528Stockholders'
      equityShare
      Capital
                  
                  
                  1,289
                  
                  
                  
                  1,289
                  
                  
                  
                  1,289Retained
      earnings
                  
                  
                  (52,653
                  )
                  
                  
                  (29,743
                  )
                  
                  
                  (14,398
                  )Other
      Comprehevsive Income
                  
                  
                  2,679
                  
                  
                  
                  2,800
                  
                  
                  
                  5,247Total
      stockholders' equity
                  
                  
                  (48,685
                  )
                  
                  
                  (25,654
                  )
                  
                  
                  (7,862
                  )Total
      liabilities and stockholders' equity
                  
                  $
                  79,562
                  
                  
                  $
                  108,679
                  
                  
                  $
                  154,666





See
accompanying notes to consolidated financial statements


3


KASH
STRATEGIC LIMITED


Statement
of Operations and Comprehensive Loss


For the
Years ended March 31, 2008, 2007 and 2006





2008
                
                
                2007
                
                
                2006Revenue
                
                $
                11,995
                
                
                $
                221,069
                
                
                $
                377,497Cost
      of revenue
                
                
                0
                
                
                
                (142,049
                )
                
                
                (304,832
                )Gross
      profit
                
                
                11,995
                
                
                
                79,020
                
                
                
                72,665ExpensesSelling,
      general and administrative
                
                
                (36,556
                )
                
                
                (105,150
                )
                
                
                (78,843
                )Income/(loss)
      from operations
                
                
                (24,561
                )
                
                
                (26,130
                )
                
                
                (6,178
                )Other
      income
                
                
                100
                
                
                
                7,424
                
                
                
                0Interest
      income
                
                
                1,551
                
                
                
                3,361
                
                
                
                2,648Total
      other income
                
                
                1,651
                
                
                
                10,785
                
                
                
                2,648Income/(loss)
      from operations
                
                
                (22,910
                )
                
                
                (15,345
                )
                
                
                (3,530
                )Income
      tax
                
                
                0
                
                
                
                0
                
                
                
                0Net
      income/(loss)
                
                $
                (22,910
                )
                
                $
                (15,345
                )
                
                $
                (3,530
                )Currency
      exchange loss
                
                
                (121
                )
                
                
                (2,447
                )
                
                
                (5,247
                )Comprehensive
      loss
                
                
                (23,031
                )
                
                
                (17,792
                )
                
                
                (8,777
                )Net
      loss per share
                
                
                (2.29
                )
                
                
                (1.53
                )
                
                
                (0.35
                )Weighted
      average common shares outstanding
                
                
                10,000
                
                
                
                10,000
                
                
                
                10,000





See
accompanying notes to consolidated financial statements


4


KASH
STRATEGIC LIMITED


Statements
of Cash Flows





(Restated)
                  
                  
                  (Restated)
                  
                  
                  (Restated)For year ended
                  
                  
                  For year ended
                  
                  
                  For year endedMarch 31,
                  
                  
                  March 31,
                  
                  
                  March 31,2008
                  
                  
                  2007
                  
                  
                  2006Cash
      flows from operating activitiesNet
      profit/(loss)
                  
                  $
                  (22,910
                  )
                  
                  $
                  (15,345
                  )
                  
                  
                  (3,530
                  )Adjustments
      to reconcile net income/(loss) to net cash used in operating
      activities:Depreciation
                  
                  
                  3,678
                  
                  
                  
                  3,668
                  
                  
                  
                  4,019Loss
      on disposal of fixed asset
                  
                  
                  0
                  
                  
                  
                  1,002
                  
                  
                  
                  0Changes
      in assets and liabilities:Accounts
      receivables
                  
                  
                  0
                  
                  
                  
                  0Deposits
      and other receivables - Related
                  
                  
                  5,991
                  
                  
                  
                  2,569
                  
                  
                  
                  (7,039
                  )Deposits
      and other receivables - Third
                  
                  
                  8,282
                  
                  
                  
                  (1,297
                  )
                  
                  
                  0Accounts
      payables
                  
                  
                  (7,453
                  )
                  
                  
                  (27,291
                  )
                  
                  
                  45,056Accrued
      liabilities and other payables-Third
                  
                  
                  817
                  
                  
                  
                  (115,240
                  )
                  
                  
                  (6,740
                  )Net
      cash (used in)/provided by operating activities
                  
                  
                  (11,595
                  )
                  
                  
                  (151,934
                  )
                  
                  
                  31,766Cash
      flow from investing activitiesAcquisition
      of assets
                  
                  
                  0
                  
                  
                  
                  10
                  
                  
                  
                  (1,571
                  )Net
      cash (used in) investing activities
                  
                  
                  0
                  
                  
                  
                  10
                  
                  
                  
                  (1,571
                  )Cash
      flow from financing activitiesCash
      advanced from directors
                  
                  
                  472
                  
                  
                  
                  115,182
                  
                  
                  
                  0Net
      cash (used in) financing activities
                  
                  
                  472
                  
                  
                  
                  115,182
                  
                  
                  
                  0Effect
      of foreign exchange rate  changes on cash and cash
      equivalent
                  
                  
                  (116
                  )
                  
                  
                  (3,195
                  )
                  
                  
                  0Cash
      and cash equivalents:Net
      (decrease) increase
                  
                  
                  (11,239
                  )
                  
                  
                  (39,937
                  )
                  
                  
                  30,195Balance
      at beginning of period
                  
                  
                  90,702
                  
                  
                  
                  130,639
                  
                  
                  
                  100,444Balance
      at end of period
                  
                  
                  79,463
                  
                  
                  
                  90,702
                  
                  
                  
                  130,639Supplemental
      cash flow information:Cash
      paid for income taxes
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0Cash
      paid for interest
                  
                  $
                  0
                  
                  
                  $
                  0
                  
                  
                  $
                  0





See
accompanying notes to financial statements


5


KASH
STRATEGIC LIMITED


Statements
of Changes in Stockholders' Deficit and Comprehensive Income


For the
Years Ended March 31, 2008, 2007 and 2006





Retained
                    
                    
                    Other
                    
                    
                    TotalCommon
                    
                    
                    Earnings
                    
                    
                    Comprehensive
                    
                    
                    Stockholders'Shares
                    
                    
                    Stock
                    
                    
                    (Deficit)
                    
                    
                    Income
                    
                    
                    DeficitBalance,
      April 1, 2005
                    
                    
                    10,000
                    
                    
                    $
                    1,289
                    
                    
                    $
                    (10,868
                    )
                    
                    $
                    —
                    
                    
                    $
                    (9,579
                    )Net
      loss for the year
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    (3,530
                    )
                    
                    
                    —
                    
                    
                    
                    (3,530
                    )Effect of foreign exchange
      rate changes on
      cash and cash equivalent
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    5,247
                    
                    
                    
                    5,247Balance,
      March 31, 2006
                    
                    
                    10,000
                    
                    
                    
                    1,289
                    
                    
                    
                    (14,398
                    )
                    
                    
                    5,247
                    
                    
                    
                    (7,862
                    )Net
      loss for the year
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    (15,345
                    )
                    
                    
                    —
                    
                    
                    
                    (15,345
                    )Effect
      of foreign exchange rate changes on cash and cash
    equivalent
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    (2,447
                    )
                    
                    
                    (2,447
                    )Balance,
      March 31, 2007
                    
                    
                    10,000
                    
                    
                    
                    1,289
                    
                    
                    
                    (29,743
                    )
                    
                    
                    2,800
                    
                    
                    
                    (25,654
                    )Net
      loss for the year
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    (22,910
                    )
                    
                    
                    —
                    
                    
                    
                    (22,910
                    )Effect
      of foreign exchange rate changes on cash and cash
    equivalent
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    (121
                    )
                    
                    
                    (121
                    )Balance,
      March 31, 2008
                    
                    
                    10,000
                    
                    
                    $
                    1,289
                    
                    
                    $
                    (52,653
                    )
                    
                    $
                    2,679
                    
                    
                    $
                    (48,685
                    )





See
accompanying notes to consolidated financial statements


6


KASH
STRATEGIC LIMITED


NOTES
TO FINANCIAL STATEMENTS





1.
The Company





Kash
Strategic Limited (the “Company”) was incorporated on October 31, 2003 in Hong
Kong. The principal activity of the Company is the provision of corporate
consultancy and advisory service.





2.
Summary of Significant Accounting Policies





(a)
Basis of Presentation


The
financial statements are prepared in accordance with the accounting principles
generally accepted in the United States of America (“US GAAP”).





(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, 2006, 2007 and 2008, 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.


7


KASH
STRATEGIC LIMITED


NOTES
TO FINANCIAL STATEMENTS





(e)
Impairment of Assets


In
accordance with 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, 2006, 2007 and 2008, no impairment loss
has been recognized.





(f)
Income Taxes


The
Company accounts for income taxes under SFAS No. 109, "Accounting for Income
Taxes".  Under SFAS No. 109, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases.  Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled.  Under SFAS No. 109, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date.





(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.





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





(h)
Foreign Currency Transactions


The
Company’s functional currency is Hong Kong (“HKD”) and its reporting currency is
U.S. dollars. The Company’s balance sheet accounts are translated into U.S.
dollars at the year-end exchange rates and all revenue and expenses are
translated into U.S. dollars at the average exchange rates prevailing during the
periods in which these items arise.  Translation gains and losses are
deferred and accumulated as a component of other comprehensive income in
stockholders’ equity.  Transaction gains and losses that arise from
exchange rate fluctuations from transactions denominated in a currency other
than the functional currency are included in the statement of operations as
incurred.


8


KASH
STRATEGIC LIMITED


NOTES
TO FINANCIAL STATEMENTS





(i)
Fair Value of Financial Instruments


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.





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


Accumulated
other comprehensive income represents the change in equity of the Company during
the periods presented from foreign currency translation
adjustments.





(l)
Stock-Based Compensation


In March
2004, the FASB issued a proposed statement, Share-Based Payment, which addresses
the accounting for share-based payment transactions in which an enterprise
receives employee services in exchange for equity instruments of the enterprise
or liabilities that are based on the grant-date fair value of the enterprise's
equity instruments or that may be settled by the issuance of such equity
instruments. The proposed statement would eliminate the ability to account for
share-based compensation transactions using Accounting Principles Board ("APB")
Opinion No. 25, Accounting for Stock Issued to Employees, and generally would
require instead that such transactions be accounted for using a fair-value-based
method. In December 2004, the FASB issued SFAS No. 123(R), Share-Based Payment,
which is a revision of SFAS No. 123. Generally, the approach in SFAS No. 123(R)
is similar to the approach described in SFAS No. 123. However, SFAS No. 123(R)
requires all share-based payments to employees, including grants of employee
stock options, to be recognized in the income statement based on their
grant-date fair values. Pro forma disclosure is no longer an
alternative.





As
permitted by SFAS No. 123, for 2005, the Company accounted for share-based
payments to employees using APB Opinion No. 25's intrinsic value method and, as
such, generally recognized no compensation cost for employee stock
options.


9


KASH
STRATEGIC LIMITED


NOTES
TO FINANCIAL STATEMENTS





Effective
January 1, 2006, we have adopted SFAS No. 123(R)'s fair value method of
accounting for share based payments. Accordingly, the adoption of SFAS No.
123(R)'s fair value method may have a significant impact on the Company's
results of operations as we are required to recognize the cost of employee
services received in exchange for awards of equity instruments based on the
grant-date fair value of those awards. SFAS No. 123(R) permits public companies
to adopt its requirements using either the "modified prospective" method or the
"modified retrospective" method.





The
Company adopted SFAS No. 123(R) using the modified prospective method. In April
2005, the SEC delayed the effective date of SFAS No. 123(R), which is now
effective for public companies for annual, rather than interim periods that
begin after June 15, 2005. The impact of the adoption of SFAS No. 123(R) cannot
be predicted at this time because it will depend on levels of share-based
payments granted in the future.





(m)
New Accounting Pronouncements


In
September 2006, the FASB issued SFAS No. 157, “Fair Value
Measurements”.  This Statement defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles
(GAAP), and expands disclosures about fair value measurements.  The
Statement applies under other accounting pronouncements that require or permit
fair value measurements.  SFAS No. 157 is effective for fiscal years
beginning after November 15, 2007, or the Company’s fiscal year ending September
30, 2009.  We are currently assessing the impact the adoption of this
pronouncement will have on our financial statements.





In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities” and is effective for fiscal years
beginning after November 15, 2007.  This Statement permits entities to
choose to measure many financial instruments and certain other items at fair
value.  The objective is to improve financial reporting by providing
entities with the opportunity to mitigate volatility in reported earnings caused
by measuring related assets and liabilities differently without having to apply
complex hedge accounting provisions.  We are currently assessing the
impact the adoption of this pronouncement will have on our financial
statements.





In
December 2007, the FASB issued SFAS No. 160 “Noncontrolling Interests in
Consolidated Financial Statements-an amendment of ARB No. 51” and is effective
for fiscal years beginning after December 5, 2008.  This Statement
establishes accounting and reporting standards for the noncontrolling interest
in a subsidiary and for the deconsolidation of a subsidiary.  We are
currently assessing the impact the adoption of this pronouncement will have on
our financial statements.





In
December 2007, the FASB issued SFAS No. 141 (Revised) “Business
Combinations”.  SFAS 141 (Revised) is effective for fiscal years
beginning after December 13, 2008.  This Statement establishes
principles and requirements for how the acquirer of a business recognizes and
measures in its financial statements the identifiable assets acquired, the
liabilities assumed, and any noncontrolling interest in the
acquiree.  The Statement also provides guidance for recognizing and
measuring the goodwill acquired in the business combination and determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination.  We
currently assessing the impact the adoption of this pronouncement will have on
our financial statements.


10


KASH
STRATEGIC LIMITED


NOTES
TO FINANCIAL STATEMENTS





In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.”  SFAS No. 162 identifies the sources of
accounting principles and the framework for selecting the principles used in the
preparation of financial statements which are presented in conformity with
generally accepted accounting principles (“GAAP”) in the United
States.  SFAS No. 162 will become effective 60 days following the
SEC’s approval of the Public Company Accounting Oversight Board amendments to AU
Section 411, “The Meaning of Present Fairly in Conformity With
Generally Accepted Accounting Principles.”  The Company does
not expect the adoption of SFAS No. 162 to have a material impact on its
financial statements.





3.
Plant and Equipment, net





March 31,2008
                  
                  
                  2007
                  
                  
                  2006US$
                  
                  
                  US$
                  
                  
                  US$CostFurniture
      and Fittings
                  
                  
                  14,711
                  
                  
                  
                  14,653
                  
                  
                  
                  14,634Computer
      Equipment
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,44314,711
                  
                  
                  
                  14,653
                  
                  
                  
                  16,077Accumulated
      depreciationFurniture
      and Fittings
                  
                  
                  14,620
                  
                  
                  
                  10,899
                  
                  
                  
                  7,285Computer
      Equipment
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  36114,620
                  
                  
                  
                  10,899
                  
                  
                  
                  7,646Carrying
      valueFurniture
      and Fittings
                  
                  
                  91
                  
                  
                  
                  3,754
                  
                  
                  
                  7,349Computer
      Equipment
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,08291
                  
                  
                  
                  3,754
                  
                  
                  
                  8,431





Depreciation
expense for the years ended March 31, 2006, 2007 and 2008 were approximately
$4,000, $3,600 and $3,600 respectively.





4.       Income Taxes





The
Company is subject to Hong Kong Income Tax on an entity basis on income arising
in, or derived from, the tax jurisdiction in which they
operated.  Pursuant to the Hong Kong Income Tax Laws, the prevailing
statutory rate of enterprise income tax for fiscal year ended 2006, 2007 and
2008 are 17.5%. Hong Kong profits tax has not been provided as the Company did
not generate assessable profits in Hong Kong during the fiscal year ended 2006,
2007 and 2008. The tax losses could be carried forward to set off future taxable
income.





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.


11


KASH
STRATEGIC LIMITED


NOTES
TO FINANCIAL STATEMENTS





6.       Related Party
Transactions





As of
March 31, 2006, 2007 and 2008, the Company has the following balance with
related party.





(a)
            Kash Promotion Limited. (“Kash
      Promotion”) with common directors and have controlling interest in the
      Company.





March 31,2008
                  
                  
                  2007
                  
                  
                  2006US$
                  
                  
                  US$
                  
                  
                  US$Kash
      Promotion
                  
                  
                  -
                  
                  
                  
                  5,966
                  
                  
                  
                  8,580-
                  
                  
                  
                  5,966
                  
                  
                  
                  8,580





(a)         The balance due represent the amount
received after bad debt written off due to the related company being
deregistered in July 2007. The balance due is unsecured, has no stated terms of
repayment and is not interest bearing.





7.   Commitments and
Contingencies





As of
March 31, 2006, 2007 and 2008, the company did not have any contingent
liabilities.





8.       Going Concern





The
accompanying financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business. As shown in the financial statements, the
Company had a working capital deficit of $48,685 at March 31, 2008 and a
retained earnings deficit of $52,653. The financial statements do not include
any adjustments relating to the recoverability and classification of liabilities
that might be necessary should the Company be unable to continue as a going
concern.





9.       Restated Financial
Statements





Subsequent
to the issuance of the financial statements for the years ended March 31, 2008,
the Company restated certain items of cash flows.  The following is a
summary of the effects of these changes on the Company’s statement of cash flows
for the year ended March 31, 2008.




Statement of Cash Flows:
                
                As Originally
                  Stated
                
                
                Adjustment
                
                
                As RestatedCash
      flows from operating activities:Net
      loss
                
                $
                (22,910
                )
                
                
                —
                
                
                $
                (22,910
                )Adjustments
      to reconcile net loss to net cash Used in operating
      activities:Depreciation
                
                
                3,678
                
                
                
                —
                
                
                
                3,678Changes
      in assets and liabilities:Deposits
      and other receivables – Related
                
                
                5,967
                
                
                
                24
                (A)
                
                
                5,991Deposits
      and other receivables – Third
                
                
                8,250
                
                
                
                32
                (A)
                
                
                8,282Accounts
      payable
                
                
                (7,383
                )
                
                
                (70
                )(A)
                
                
                (7,453
                )Accrued
      liabilities and other payables – Third
                
                
                823
                
                
                
                (6
                )(A)
                
                
                817Net
      cash (used in) / provided by operating activities
                
                
                (11,575
                )
                
                
                (20
                )
                
                
                (11,595
                )Cash
      flow from financing activities Cash advanced from
directors
                
                
                458
                
                
                
                14
                (A)
                
                
                472Effect
      of foreign exchange rate changes on Cash and cash
    equivalent
                
                
                (122
                )
                
                
                6
                (A)
                
                
                (116
                )Cash
      and cash equivalents:Net
      (decrease) increase
                
                
                (11,239
                )
                
                
                -0-
                
                
                
                (11,239
                )Balance
      at beginning of period
                
                
                90,702
                
                
                
                -0-
                
                
                
                90,702Balance
      at end of period
                
                
                79,463
                
                
                
                -0-
                
                
                
                79,463





(A)
Adjustment to the oringially stated cash flows


12


KASH
STRATEGIC LIMITED


NOTES
TO FINANCIAL STATEMENTS





Subsequent
to the issuance of the financial statements for the years ended March 31, 2007,
the Company restated certain items of cash flows.  The following is a
summary of the effects of these changes on the Company’s statement of cash flows
for the year ended March 31, 2007.





Statement of Cash Flows:
                
                As Originally
                  Stated
                
                
                Adjustment
                
                
                As RestatedCash
      flows from operating activities:Net
      loss
                
                $
                (15,345
                )
                
                
                -0-
                
                
                $
                (15,345
                )Adjustments
      to reconcile net loss to net cash Used in operating
      activities:Depreciation
                
                
                3,668
                
                
                
                -0-
                
                
                
                3,668Loss
      on disposal of fixed assets
                
                
                1,002
                
                
                
                -0-
                
                
                
                1,002Changes
      in assets and liabilities:Deposits
      and other receivables – Related
                
                
                2,613
                
                
                
                (44
                )(B)
                
                
                2,569Deposits
      and other receivables – Third
                
                
                (1,243
                )
                
                
                (54
                )(B)
                
                
                (1,297
                )Accounts
      payable
                
                
                (27,445
                )
                
                
                154
                (B)
                
                
                (27,291
                )Accrued
      liabilities and other payables – Third
                
                
                (115,932
                )
                
                
                692
                (B)
                
                
                (115,240
                )Net
      cash (used in) / provided by operating activities
                
                
                (152,682
                )
                
                
                748
                
                
                
                (151,934
                )Cash
      used for investing activities Acquisition of fixed assets
                
                
                10
                
                
                
                -0-
                
                
                
                10Cash
      flow from financing activities Cash advanced from
directors
                
                
                115,182
                
                
                
                -0-
                
                
                
                115,182Effect
      of foreign exchange rate changes on Cash and cash
    equivalent
                
                
                (2,447
                )
                
                
                (748
                )(B)
                
                
                (3,195
                )Cash
      and cash equivalents:Net
      (decrease) increase
                
                
                (39,937
                )
                
                
                -0-
                
                
                
                (39,937
                )Balance
      at beginning of period
  13