| 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) | FileNumber)     | 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 third fiscal      quarter.  $9.06.             |
|                                                                                                                                                                                                                                                                                                                                                                                                      |
| Indicate the number of shares      outstanding of each of the registrant’s classes of common stock, as of the      latest practicable date. 42,343,073 shares as of October 15,      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 BY      REFERENCE                                                                                                                                                                                                                                                                                                                                                                  |

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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 |

| Name                                                                               |    | Title                                                                  |   | Date                   |
|------------------------------------------------------------------------------------|--------------|------------------------------------------------------------------------|--------|------------------------|
|                                                                               |         |                                                                   |
| /s/  Zhihong Jia                 |    | Chairman, Chief Executive Officer      and Principal Executive Officer |   | November 18, 2010 |
| Zhihong Jia                                                                        |         |                                                                   |
|                                                                               |         |                                                                   |
| /s/  Bin Liu                     |    | Chief Financial Officer and      Principal Accounting Officer          |   | November 18, 2010 |
| Bin Liu                                                                            |         |                                                                   |
|                                                                               |         |                                                                   |
| /s/  Bin Zhao                    |    | Director and General      Manager                                      |   | November 18, 2010 |
| Bin Zhao                                                                           |         |                                                                   |
|                                                                               |         |                                                                   |
| /s/  Zhang Bin Nan               |    | Director                                                               |   | November 18, 2010 |
| Zhang Bin    Nan                                                                   |         |                                                                   |
|                                                                               |         |                                                                   |
| /s/  Xu Hai Xiao                 |    | Director                                                               |   | November 18, 2010 |
| Xu Hai Xiao                                                                        |         |                                                                   |
|                                                                               |         |                                                                   |
| /s/  Vincent F. Orza Jr.         |    | Director                                                               |   | November 18, 2010 |
| Vincent F. Orza      Jr.                                                           |         |                                                                   |

----