As
filed with the Securities and Exchange Commission on March 9, 2009
 File
No. 0-53593
 
 UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20459
 
 FORM
20-F/A
 
 (Mark
One)
 
 x
              REGISTRATION
      STATEMENT PURSUANT TO SECTION 12 (b) OR (g) OF THE SECURITIES EXCHANGE ACT
      OF 1934
 
 OR
 
 o
              ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934
 
 OR
 
 o
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 OR
 
 o
              SHELL
      COMPANY REPORT PPURSUANT 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 _____________
  
  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
14B, Empire Land Commercial Center, 81-85 Lockhart Road, Hong Kong SAR,
China
 (Address
of principal executive offices)
  WONG Ka
Ming
 Tel: 852
– 2527 8368    Fax: 852 – 2527 0612
 
 Suite
14B, Empire Land Commercial Center, 81-85 Lockhart 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    o No
 
 If this
report is an annual or  transition report, indicate by check mark if
the registrant is not required to file reports pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934.     o
Yes     o 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.    o
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     o 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
  
 
 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 DelinquenciesItem
      14.
                  Material
      Modifications to the Rights of Security Holders and Use of
      ProceedsItem
      15.
                  Controls
      and ProceduresItem
      16A.
                  Audit
      committee financial expertItem
      16B.
                  Code
      of EthicsItem
      16C.
                  Principal
      Accountant Fees and ServicesItem
      16D.
                  Exemptions
      from the Listing Standards for Audit CommitteesItem
      16E.
                  Purchases
      of Equity Securities by the Issuer and Affiliated
    PurchasersPART
      IIIItem
      17.
                  Financial
      Statements
                  
                  18Item
      18.
                  Financial
      Statements
                  
                  18Item
      19.
                  Exhibits
                  
                  19Exhibit
      Index
                  
                  19SIGNATURES
                  
                  20
  
 
 Pursuant
to General Instruction E(a) of Form 20-F, this registration statement filed
under the Securities Exchange Act of 1934 includes only the information
specified in Part I and 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.
  
  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 1,
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 1, 2003.
 
 The
business address of all our directors and senior management is Suite 14B, Empire
Land Commerical Center, 81-85 Lockhart 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 during.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.  KASH Strategic
Ltd., incorporated in Hong Kong on October 1, 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 periods ended November 30, 2007 and 2008
(unaudited):
  2
  (Unaudited)March
      31
                      
                      November
                        30US$
                      
                      2006
                      
                      
                      2007
                      
                      
                      2008
                      
                      
                      2008Net
      Sales or operating revenues
                      
                      $
                      377,497
                      
                      
                      $
                      221,069
                      
                      
                      $
                      11,995
                      
                      
                      $
                      10,277Income
      (loss) from Operations
                      
                      $
                      (6,178
                      )
                      
                      $
                      (26,130
                      )
                      
                      $
                      (24,561
                      )
                      
                      $
                      (12,511
                      )Net
      income (loss)
                      
                      $
                      (3,530
                      )
                      
                      $
                      (15,345
                      )
                      
                      $
                      (22,910
                      )
                      
                      $
                      (12,412
                      )Net
      income (loss) per share
                      
                      $
                      (0.35
                      )
                      
                      $
                      (1.53
                      )
                      
                      $
                      (2.29
                      )
                      
                      $
                      (0.03
                      )Total
      assets
                      
                      $
                      154,666
                      
                      
                      $
                      108,679
                      
                      
                      $
                      79,562
                      
                      
                      $
                      93,202Net
      assets
                      
                      $
                      (7,862
                      )
                      
                      $
                      (25,654
                      )
                      
                      $
                      (48,685
                      )
                      
                      $
                      93,201Capital
      Stock (1)
                      
                      $
                      1,289
                      
                      
                      $
                      1,289
                      
                      
                      $
                      1,289
                      
                      
                      $
                      105,609Number
      of shares (2)
                      
                      
                      10,000
                      
                      
                      
                      10,000
                      
                      
                      
                      10,000
                      
                      
                      
                      410,000Dividends
      per share
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
 
 (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 and 2008. On December 31, 2008, the
Noon Buying Rate was US$1.00 equals HK$7.7199.
 
 8-month Period
                                12-month Period Ending March 31Ending Nov 30, 2008
                                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
                                
                                7.7501
                                
                                
                                7.7819
                                
                                
                                
                                7.8137
                                
                                
                                
                                7.7597
                                
                                
                                
                                7.7990
                                
                                7.7930Average
                                
                                7.7835
                                
                                
                                7.7946
                                
                                
                                
                                7.7817
                                
                                
                                
                                7.7652
                                
                                
                                
                                7.7935
                                
                                7.7827
 
 Dec-08
                              
                              
                              Nov-08
                              
                              
                              Oct-08
                              
                              
                              Sep-08
                              
                              
                              Aug-08
                              
                              Jul-08High
                              
                              
                              7.7522
                              
                              
                              
                              7.7560
                              
                              
                              
                              7.7736
                              
                              
                              
                              7.8094
                              
                              
                              
                              7.8142
                              
                              7.8039Low
                              
                              
                              7.7497
                              
                              
                              
                              7.7497
                              
                              
                              
                              7.7503
                              
                              
                              
                              7.7582
                              
                              
                              
                              7.8036
                              
                              7.7959End
      of Period
                              
                              
                              7.7499
                              
                              
                              
                              7.7501
                              
                              
                              
                              7.7503
                              
                              
                              
                              7.7659
                              
                              
                              
                              7.8036
                              
                              7.8017
 
 B. Capitalization and
indebtedness:
 The
Company is authorized to issue 100,000,000 shares of common stock,, no par
value,.  As of January 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
$12,412 since inception, and KASH had a working capital deficit of $48,685 at
March 31, 2008 and
a retained earnings deficit of $52,653.   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 1, 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 $12,412
since inception and KASH had a working capital deficit of $48,685 at March 31,
2008 and a
retained earnings deficit of $52,653, 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 results of operation may fluctuate
significantly because of a variety of factors, many of which are outside our
control, including: (i) our ability to obtain and retain customers for
consulting services; (ii) our ability to obtain necessary additional financing
at all or on reasonable and acceptable terms; (iii) our ability to retain or
attract members of our senior management; and (iv) general economic conditions
in China and elsewhere in the world, including the United States whose financial
turmoil may spread worldwide and adversely affect the operating results of our
prospective clients and therefore our operating results.
  5
 
 Upon effectiveness of this
registration statement, 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 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.
 
 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 the OTC Bulletin Board
after effectiveness of this registration statement, there can be no assurance
that our shares will qualify for listing.  If we do not satisfy all
the applicable requirements for listing, we expect that our shares may be quoted
and traded from time to time on the Pink Sheets.  Such 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.
 
 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 the 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 an investment
holding company with an investment in 100% of 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 that is principally engaged in the provision of business consultancy
services to its customers in the Greater China region. 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. See
Item 7. Apart from the investment holding in KASH, Dragon Jade does not have any
other business.
 
 KASH
Strategic Ltd. was incorporated on October 1, 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 14B, Empire
Land Commercial Center, 81-85 Lockhart Road, Hong Kong SAR, China; the telephone
numer is 852-2527 8358. 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) . 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. 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. KASH receives fees in exchange for its consultancy
services. Clients are solicited by members of senior management, through
individual marketing efforts and personal presentations, and by referrals from
past or present clients. 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 14B, Empire Land Commercial Center, 81-85 Lockhart Road, Hong Kong SAR.
China, consisting of 850 square feet used for offices and conferences, are
leased for $2,179 per monthpursuant to a
lease expiring on August 14, 2009 with renewal options.
  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 $12,412
since inception, and KASH had a working capital deficit of $48,685 at March 31,
2008 and a
retained earnings deficit of $52,653.   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 2008 decreased 95% to $11,995 from $221,069
for fiscal year 2007, while net loss increased to $22,910 from $15,345 during
the year. In view of the decrease in revenue, the management had made an effort
to cut down on expenses and succeeded in compressing all expenses to $36,556
from $105,150, a decrease of 65% from a year ago. Selling, general and
administrative expenses of $32,728 for Dragon Jade during the eleven months
ended November 30, 2007 were reduced to $22,788 during the comparable interim
period in fiscal 2008. Similarly, selling, general and administrative expenses
for KASH in fiscal 2006 of $78,843 were increased to $105,150 in fiscal 2007 but
then were reduced to $76,556 in fiscal 2008. 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 clients. The revenue recorded for
the year was an extension of some extra work provided to an existing client. In
the interim period from the end of fiscal year 2008 to November 2008, the
situation did not have much improvement. Total revenue of about $10,000 was
recorded for the period. 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 is 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.  We expect these difficult circumstances to have
continued in the fiscal year ended March 31, 2009 and to continue in future
fiscal years.
 
 We did
not enter into any new consultancy contracts in 2008 and the only 2008 revenues
were derived from a contract entered into in 2007; there were no other
consultancy contracts entered into with new clients in 2007 and there was no
continuing work since March 31, 2008 pursuant to the contract entered into in
2007..  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 2009 in an attempt to generate new
business.
  10
  B.  Liquidity and capital
resources.
 
 The
lack of any new 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.
 
 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 they will continue to do so as necessary. In fact, $115,654, an
amount due to directors for funds advanced to the company, 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.  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 1,
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 1, 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.
  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. Each executive officer / director has
other employment, and performs services to the Company on an as-needed basis.
The Company has not accrued salary to these executives, issued shares as
compensation, issued stock options or warrants or recorded contributed capital
for the services rendered by these executives 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 20-40 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, 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.)
  Number
      of
                                
                                Percent
      ofName
                                
                                Shares
                                
                                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, 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 of 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 to directors (Mr. WONG $
34,969.20 , Mr. HUNG $ 34,969.20 and Metrolink Holdings Ltd $46,261.60) for
funds advanced to the KASH, which amount has no due date or maturity date and
does not bear any interest, and (2) our purchase of all KASH shares from our
major shareholders for HK$3.  We expect repayment of the $115,654
to  occur on or before August 28, 2009, at the sole discretion of
Messrs. WONG and HUNG. (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 shares of common stock 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.
 
 KASH
has a private placement of 410,000 shares to 41 individual unrelated parties in
Hong Kong at consideration of US$0.01 per share, total US$41,000. All
subscription money was banked in the bank account of Asset Intelligence Ltd.;
Mr. WONG is the director of Asset Intelligence Ltd. All the operation expenses
of Dragon Jade were paid through the bank account of Asset Intelligence, which
includes the incorporation cost of Dragon Jade and legal fees; therefore the net
balance due from Asset Intelligence was US$27,447.  Dragon Jade’s
utilization of the bank account of Asset Intelligence, Ltd. provided no benefit
to Asset Intelligence.
 
 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:
  Dragon Jade International
Ltd.
 Consolidated
Balance Sheet (unaudited) as of November 30, 2007 and 2008
 Consolidated
Statements of Income (Loss) (unaudited) for the interim periods ended November
30, 2007 and 2008
 Consolidated
Statements of Retained Earnings (Deficit) (unaudited) for the interim period
ended November 30, 2008
 Consolidated
Statements of Cash Flows (unaudited) for the interim period ended November 30,
2008
 Notes to
Consolidated Financial Statements
  14
 
 Kash Strategic
Limited
 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 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 the OTC Bulletin Board, but there can be no assurance
that our shares will qualify for listing. If we do not satisfy all the
applicable requirements for listing, we expect that our shares may be quoted and
traded from time to time on the Pink Sheets. Such 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.
  Upon
effectiveness of this registration statement, 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 January 30, 2009, 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.
  E.  Taxation.Shareholders
will not be subject to taxation, including withholding provisions, in the
British Virgin Islands of 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




This is a
registration statement filed under the Exchange Act on this Form that includes
the information specified in Part I and Part III only.  See General
Instruction E(a) to Form 20-F.




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.





18




Item
19.    Exhibits




Exhibits
and Exhibit Index.    The following Exhibits are
filed as part of this registration statement and incorporated herein by
reference to the extent applicable:




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
            
            Subsidiaries15*
            
            Consent
      of Auditors









19




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 registration statement on its behalf.




DRAGON
      JADE INTERNATIONAL LIMITEDHong
      Kong, April 27, 2009
            By:
            /s/Yue
      Kou, Chief Financial Officer





20





DRAGON
JADE INTERNATIONAL LIMITED


CONSOLIDATED
FINANCIAL STATEMENTS


For
the eight months ended


November
30, 2008


(Unaudited)


(Stated
in US dollars)











DRAGON
JADE INTERNATIONAL LIMITED




INDEX
TO CONOLIDATED FINANCIAL STATEMENTS




Consolidated
      Balance Sheets
              F-2Consolidated
      Statements of Operations
              F-3Consolidated
      Statements of Changes in Stockholders’ Deficit
              F-5Consolidated
      Statements of Cash Flows
              F-4Notes
      to Consolidated Financial Statements
              F-6-F-11





F-1





DRAGON
JADE INITERNATIONAL LIMITED


Consolidated
Balance Sheets





(Unaudited)November 30,2008AssetsCurrent
      assetsCash
      and Bank Deposits
                  
                  $
                  62,605Amount
      due from Related Company
                  
                  
                  27,447Deposit
      & Other receivable
                  
                  
                  3,100Total
      current assets
                  
                  
                  93,152Plant,
      machinery and equipment, net
                  
                  
                  50Total
      assets
                  
                  
                  93,202Liabilities
      and stockholders' equityCurrent
      liabilitiesAccounts
      Payable
                  
                  
                  0Amount
      due to Directors
                  
                  
                  0Accruals
      & Other payable
                  
                  
                  1Total
      current liabilities
                  
                  
                  1Stockholders'
      equityCommon
      stock, 100,000,000 shares authorized and 410,000 shares issued at no par
      value
                  
                  
                  105,609Retained
      earnings
                  
                  
                  (12,412
                  )Other
      Comprehensive Income
                  
                  
                  4Total
      stockholders' equity
                  
                  
                  93,201Total
      liabilities and stockholders' equity
                  
                  $
                  93,202





See
accompanying notes to consolidated financial statements





F-2





DRAGON
JADE INTERNATIONAL LIMITED


Consolidated
Statement of Operations and Comprehensive Loss





(Unaudited)For the eight months endedNovember 30,2008
                
                
                2007Revenue
                
                $
                10,277
                
                
                $
                11,973ExpensesSelling,
      general and administrative
                
                
                (22,788
                )
                
                
                (32,728
                )Income/(loss)
      from operations
                
                
                (12,511
                )
                
                
                (20,755
                )Other
      income
                
                
                0
                
                
                
                72Interest
      income
                
                
                99
                
                
                
                1,268Total
      other income
                
                
                99
                
                
                
                1,340Loss
      from operations
                
                
                (12,412
                )
                
                
                (19,415
                )Income
      tax
                
                
                0
                
                
                
                0Net
      loss
                
                $
                (12,412
                )
                
                $
                (19,415
                )Loss
      per share
                
                $
                (0.030
                )
                
                $
                (0.166
                )Weighted
      average common shares outstanding
                
                
                410,000
                
                
                
                117,263





See
accompanying notes to consolidated financial statements





F-3





DRAGON
JADE INTERNATIONAL LIMITED


Consolidated
Statements of Cash Flows





(Unaudited)For the eight months period endedNovember 30,2008
                  
                  
                  2007Cash
      flows from operating activitiesNet
      loss
                  
                  $
                  (12,412
                  )
                  
                  $
                  (19,415
                  )Adjustments
      to reconcile net income/(loss) tonet
      cash used in operating activities:Depreciation
                  
                  
                  41
                  
                  
                  
                  2,450Changes
      in assets and liabilities:Deposits
      and other receivables – Related
                  
                  
                  (27,447
                  )
                  
                  
                  (7,302
                  )Deposits
      and other receivables – Third
                  
                  
                  (3,092
                  )
                  
                  
                  8,249Accounts
      payables
                  
                  
                  (10,280
                  )
                  
                  
                  (7,388
                  )Accrued
      liabilities and other payables-Third
                  
                  
                  (2,313
                  )
                  
                  
                  (334
                  )Net
      cash (used in)/provided by operating activities
                  
                  
                  (55,503
                  )
                  
                  
                  (23,740
                  )Cash
      flow from investing activitiesAcquisition
      of a subsidiary
                  
                  
                  (2,359
                  )
                  
                  
                  0Net
      cash (used in) investing activities
                  
                  
                  (2,359
                  )
                  
                  
                  0Cash
      flow from financing activitiesCash
      for private placement
                  
                  
                  41,000
                  
                  
                  
                  0Net
      cash provided by financing activities
                  
                  
                  41,000
                  
                  
                  
                  0Cumulative
      Translation Adjustment
                  
                  
                  4
                  
                  
                  
                  (2,449
                  )Cash
      and cash equivalents:Net
      (decrease) increase
                  
                  
                  (16,858
                  )
                  
                  
                  (26,189
                  )Balance
      at beginning of period
                  
                  
                  79,463
                  
                  
                  
                  90,702Balance
      at end of period
                  
                  
                  62,605
                  
                  
                  
                  64,513Supplemental
      cash flow information:Cash
      paid for income taxes
                  
                  
                  0
                  
                  
                  
                  0Cash
      paid for interest
                  
                  $
                  0
                  
                  
                  $
                  0Non-cash
      financing sources:Shareholder
      loans converted to common stock
                  
                  $
                  115,974
                  
                  
                  
                  0





See
accompanying notes to financial statements





F-4





DRAGON
JADE INTERNATIONAL LIMITED


Conolidated
Statements of Changes in Stockholders' Equity (Deficit)


For the
Eight Months Ended November 30, 2008 (Unaudited) and Year Ended March 31,
2008





Retained
                  
                  
                  Other
                  
                  
                  TotalCommon
                  
                  
                  Earnings
                  
                  
                  Comprehensive
                  
                  
                  Stockholders'Shares
                  
                  
                  Stock
                  
                  
                  (Deficit)
                  
                  
                  Income
                  
                  
                  Equity (Deficit)Balance,
      March 31, 2006
                  
                  
                  10,000
                  
                  
                  $
                  1,289
                  
                  
                  $
                  (14,398
                  )
                  
                  $
                  5,247
                  
                  
                  $
                  (7,862
                  )Net
      loss for the year
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  (15,345
                  )
                  
                  
                  —
                  
                  
                  
                  (15,345
                  )Cumulative
      translation adjustment
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  (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
                  )Cumulative
      translation adjustment
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  (121
                  )
                  
                  
                  (121
                  )Balance,
      March 31, 2008
                  
                  
                  10,000
                  
                  
                  
                  1,289
                  
                  
                  
                  (52,653
                  )
                  
                  
                  2,679
                  
                  
                  
                  (48,685
                  )Allotment
      of shares
                  
                  
                  900,000
                  
                  
                  
                  115,974
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  115,974Effects
      of reverse merger with Kash of a subsidiary
                  
                  
                  (910,000
                  )
                  
                  
                  (52,654
                  )
                  
                  
                  52,653
                  
                  
                  
                  1
                  
                  
                  
                  0Issuance
      of shares to founder shareholder
                  
                  
                  10,000
                  
                  
                  
                  1,000
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  1,000Issuance
      of shares for private placement
                  
                  
                  400,000
                  
                  
                  
                  40,000
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  40,000Net
      loss for the period
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  (12,412
                  )
                  
                  
                  —
                  
                  
                  
                  (12,412
                  )Cumulative
      translation adjustment
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  (2,676
                  )
                  
                  
                  (2,676
                  )Balance,
      November 30, 2008
                  
                  
                  410,000
                  
                  
                  $
                  105,609
                  
                  
                  $
                  (12,412
                  )
                  
                  $
                  4
                  
                  
                  $
                  93,201





See
accompanying notes to consolidated financial statements





F-5




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 November 5, 2008, all outstanding shares of Kash Strategic Limited
were transferred to the Company at consideration of HK$3. Details of the
Company’s subsidiary (which together with the Company are collectively referred
to as the “Group”) and its principal activity as of November 30, 2008 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 Consideration


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
November 30, 2008 and 2007, 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.





F-6





DRAGON
JADE INTERNATIONAL LIMITED


NOTES
TO CONSOLIDATED 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 November 30, 2008 and 2007, 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.





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





(h)
Foreign Currency Transactions


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





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





November
      30, 2008Balance
      sheet
                    US$0.12886
      to HK$1.00Statement
      of income and comprehensive income
                    US$0.12846
      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.





F-7





DRAGON
JADE INTERNATIONAL LIMITED


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





(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. 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 March 31, 2009 , 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.





F-8





DRAGON
JADE INTERNATIONAL LIMITED


NOTES
TO CONSOLIDATED 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.





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.
Reverse Merger





On August
25, 2008, the Company signed an agreement with Mr. Wong Ka Ming, Mr. Hung Kwok
Wing and the representative of Worldwide Gateway Co., Ltd, the former
shareholders of KSD, that the Company acquire 100% shareholding of KSD at
consideration of HK$3. Attached Agreement August 25, 2008 and August 28, 2009
agreements.





On
November 5, 2008, all outstanding shares of KSD were transferred to the Company,
KSD thereby became the Company’s wholly owned subsidiary.





F-9




DRAGON
JADE INTERNATIONAL LIMITED


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





4.
            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 period.





5.
            Retirement
      and Welfare Benefits





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





6.
            Cash
      and Bank Deposit





Cash and
cash equivalents are summarized as follows:





2008
                  
                  
                  2007Cash
      at Bank
                  
                  $
                  62,219
                  
                  
                  $
                  62,445Cash
      on Hand
                  
                  
                  386
                  
                  
                  
                  2,068Total
                  
                  $
                  62,605
                  
                  
                  $
                  64,513




7.
            Related
      Party Transactions





As of
November 30, 2008, 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 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 $13,553. The balance due is non-interest
bearing.





Amount
due from related party - US$27,447:




A
private placement of issuance of 410,000 shares to 41 individual unrelated
parties at consideration of US$0.01 per share, total US$41,000. All subscription
money was banked in the bank account of Asset Intelligence Ltd,;Mr. WONG is the
director of Asset Intelligence Ltd. All the operation expenses of Dragon Jade
were paid through the bank account of Asset Intelligence, which include the
incorporation cost of Dragon Jade and the legal fees;, therefore the net balance
due from Asset Intelligence was US$27,447.





8.
            Concentrations
      and Credit Risk





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





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





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





F-10




DRAGON
JADE INTERNATIONAL LIMITED


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





9.
            Commitments
      and Contingencies





As of
November 30, 2008 and 2007, the company did not have any contingent
liabilities.





10.
            Going
      Concern


The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. These consolidated financial
statements show that the Company has sustained losses totaling $12,412 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.





11.
            Subsequent
      Events





Subsequent
to the closing of the interim period ended November 30, 2008, Dragon
Jade had issued a total of 30,000,000 shares of the company's common stock
on January 16, 2009 to the original shareholders of KASH per a supplementary
agreement dated August 28, 2008 regarding the acquisition of KASH by Dragon
Jade. As a result, Mr. Ka Ming Wong, Mr. Kwok wing Hung 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 KASH, had assigned its interest in Drgaon Jade
to Metrolink.





F-11




KASH
STRATEGIC LIMITED


FINANCIAL
STATEMENTS




March
31, 2008, 2007 And 2006


Together
With Report Of


Independent
Registered Public Accounting Firm





F-12





KASH
STRATEGIC LIMITED




INDEX
TO FINANCIAL STATEMENTS




Report
      of Independent Registered Public Accounting Firm
              
              F-14Balance
      Sheets
              
              F-15Statements
      of Operations
              
              F-16Statements
      of Changes in Stockholders’ Deficit
              
              F-18Statements
      of Cash Flows
              
              F-17Notes
      to Financial Statements
              
              F-18-F-24





F-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, 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.











Gruber
& Company, LLC


Lake
Saint Louis, Missouri


September
16, 2008





F-14




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
      Comprehenvsive 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





F-15





KASH
STRATEGIC LIMITED


Statement
of Operations


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
                  )Loss
      per share
                  
                  
                  2.29
                  
                  
                  
                  1.53
                  
                  
                  
                  0.35Weighted
      average common shares outstanding
                  
                  
                  10,000
                  
                  
                  
                  10,000
                  
                  
                  
                  10,000





See
accompanying notes to consolidated financial statements





F-16





KASH
STRATEGIC LIMITED


Statements
of Cash Flows





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
                  
                  
                  
                  0
                  
                  
                  
                  2,422Deposits
      and other receivables - Related
                  
                  
                  5,967
                  
                  
                  
                  2,613
                  
                  
                  
                  (7,046
                  )Deposits
      and other receivables - Third
                  
                  
                  8,250
                  
                  
                  
                  (1,243
                  )
                  
                  
                  0Accounts
      payables
                  
                  
                  (7,383
                  )
                  
                  
                  (27,445
                  )
                  
                  
                  45,104Accrued
      liabilities and other payables-Third
                  
                  
                  823
                  
                  
                  
                  (115,932
                  )
                  
                  
                  (6,748
                  )Net
      cash (used in)/provided by operating activities
                  
                  
                  (11,575
                  )
                  
                  
                  (152,682
                  )
                  
                  
                  34,221Cash
      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
                  
                  
                  458
                  
                  
                  
                  115,182
                  
                  
                  
                  0Net
      cash (used in) financing activities
                  
                  
                  458
                  
                  
                  
                  115,182
                  
                  
                  
                  0Cumulative
      Translation Adjustment
                  
                  
                  (122
                  )
                  
                  
                  (2,447
                  )
                  
                  
                  5,251Cash
      and cash equivalents:Net
      (decrease) increase
                  
                  
                  (11,239
                  )
                  
                  
                  (39,937
                  )
                  
                  
                  37,901Balance
      at beginning of period
                  
                  
                  90,702
                  
                  
                  
                  130,639
                  
                  
                  
                  92,738Balance
      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





F-17





KASH
STRATEGIC LIMITED


Statements
of Changes in Stockholders' Deficit


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
                  )
                  
                  
                  5,247
                  
                  
                  
                  1,717Balance,
      March 31, 2006
                  
                  
                  10,000
                  
                  
                  
                  1,289
                  
                  
                  
                  (14,398
                  )
                  
                  
                  5,247
                  
                  
                  
                  (7,862
                  )Net
      loss for the year
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  (15,345
                  )
                  
                  
                  —
                  
                  
                  
                  (15,345
                  )Cumulative
      translation adjustment
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  (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
                  )Cumulative
      translation adjustment
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  (121
                  )
                  
                  
                  (121
                  )Balance,
      March 31, 2008
                  
                  
                  10,000
                  
                  
                  $
                  1,289
                  
                  
                  $
                  (52,653
                  )
                  
                  $
                  2,679
                  
                  
                  $
                  (48,685
                  )





See
accompanying notes to consolidated financial statements





F-18





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.





F-19





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.


F-20





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.





F-21





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  March 31, 2009 , 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.





F-22





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.





F-23





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.





F-24