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| x                                                                    |  ANNUAL      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES      EXCHANGE     |
|----------------------------------------------------------------------|----------------------------------------------------------------------------------------------|
|                                                                 |  ACT      OF 1934                                                                       |
| For      the fiscal year ended: December 31, 2009                    |
| or                                                                   |
|                                                                 |                                                                                         |
|        o                                                        |  TRANSITION      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES      EXCHANGE |
|                                                                 |  ACT      OF 1934                                                                       |
| For      the transition period from: _____________ to  _____________ |

| Delaware                               |  001-15819   | 13-3883101               |
|----------------------------------------|-------------------|--------------------------|
| (State      or Other Jurisdiction      | (Commission       | (I.R.S.      Employer    |
| of      Incorporation or Organization) | File      Number) | Identification      No.) |

| Securities      registered pursuant to Section 12(b) of the Act: |
|------------------------------------------------------------------|
|                                                             |   |   |
| Title      of each class                                         |   | Name      of each exchange on which registered |
| Common                                                           |   | NASDAQ      Capital Market |
|                                                             |   |   |
| Securities      registered pursuant to Section 12(g) of the Act: |
|                                                             |   |   |
| Common      Stock                                                |
|                                                             | (Title      of Class) |   |

| Indicate      by check mark if the registrant is a well-known seasoned issuer, as      defined in Rule 405 of the Securities Act.                                                                                                                                                                                                                                                       |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                         | o  |  Yes | x |  No |
|                                                                                                                                                                                                                                                                                                                                                                                         |
| Indicate      by check mark if the registrant is not required to file reports pursuant      to Section 13 or Section 15(d) of the Act.                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                         | o  |  Yes | x |  No |
|                                                                                                                                                                                                                                                                                                                                                                                         |
| Indicate      by check mark whether the registrant (1) has filed all reports required to      be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934      during the preceding 12 months (or for such shorter period that the      registrant was                                                                                                                            |
| required      to file such reports), and (2) has been subject to such filing      requirements for the past 90 days.                                                                                                                                                                                                                                                                         | x |  Yes | o  |  No |
|                                                                                                                                                                                                                                                                                                                                                                                         |
| Indicate      by check mark if disclosure of delinquent filers pursuant to Item 405 of      Regulation S-K (§229.405 of this chapter) is not contained herein, and      will not be contained, to the best of registrant’s knowledge, in      definitive proxy or information statements incorporated by reference in      Part III of this Form 10-K                             |
| or      any amendment to this Form 10-K.                                                                                                                                                                                                                                                                                                                                                     |
|                                                                                                                                                                                                                                                                                                                                                                                         | o  |   |
|                                                                                                                                                                                                                                                                                                                                                                                         |
| Indicate      by check mark whether the registrant is a large accelerated filer, an      accelerated filer, a non-accelerated filer, or a smaller reporting      company.                                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                                                                                                                                                                         |   |
| Large      accelerated filer                                                                                                                                                                                                                                                                                                                                                                 | o  |   |   | Accelerated      filer | o  |   |
| Non-accelerated      filer                                                                                                                                                                                                                                                                                                                                                                   | o  |   |   | Smaller      reporting company | x |   |
|                                                                                                                                                                                                                                                                                                                                                                                         |   |
| Indicate      by check mark whether the registrant is a shell company (as defined in      Rule 12b-2 of the Act).                                                                                                                                                                                                                                                                            | o  |  Yes | x |  No |
|                                                                                                                                                                                                                                                                                                                                                                                         |   |
| State      the aggregate market value of the voting and non-voting common equity held      by non-affiliates computed by reference to the price at which the common      equity was last sold, or the average bid and asked price of such common      equity, as of the last business day of the registrant’s most recently      completed second fiscal quarter.  $133,448. |
|                                                                                                                                                                                                                                                                                                                                                                                         |
| Indicate      the number of shares outstanding of each of the registrant’s classes of      common stock, as of the latest practicable date. 88,532,777 shares as of      March 31, 2010.                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                         |
| APPLICABLE      ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY                                                                                                                                                                                                                                                                                                                                   |
| PROCEEDINGS      DURING THE PRECEDING FIVE YEARS:                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                         |
| Indicate      by check mark whether the registrant has filed all documents and reports      required to be filed by Section 12, 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 |
|                                                                                                                                                                                                                                                                                                                                                                                         |
| DOCUMENTS      INCORPORATED BYREFERENCE                                                                                                                                                                                                                                                                                                                                                      |

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|           |            |
|--------------------------------------------------------|-----------------|
|                                              |            |  Kingold      Jewelry, Inc. |
|                                              |            |   |
|                                                   | By:   | /s/      Zhihong Jia |
|                                                   |            | Zhihong      Jia |
|                                                   |            | Chairman,      Chief Executive Officer and Principal Executive Officer |
|                                                   |            |   |
|                                                   | By:             | /s/ Bin Liu |
|                                                   |            | Bin      Liu |
|                                                   |            | Chief      Financial Officer and Principal Accounting  Officer |

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