UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C.  20549








FORM
10-K





(Mark
One)





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





For the
fiscal year ended April 30,
2010





[  ]
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
transition period from ___________ to _____________








Commission
File Number: 333-90618





CN
DRAGON CORPORATION


(Name of
small business issuer as specified in its charter)








Nevada
            98-0358149(State
      or other jurisdiction of
              incorporation
      or organization)
            (I.R.S.
      Employer
              Identification
      No.)8/F
      Paul Y Centre, 51 Hung To Rd.
              Kwun
      Tong, Kowloon, Hong Kong
              (Address
      of principal executive offices, including zip
  code)





Registrant’s
telephone number, including area
code:                                                                                                (+852) 2772 9900


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


Securities
registered pursuant to Section 12(g) of the
Act:                                                                                                common stock, $.001 par
value








Indicate
by check mark whether the registrant is a well-known seasoned issuer, as defined
in Rule 405 of the Securities Act Yes [  ] No[X]





Indicate
by check mark whether the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes [ ] No [X]





Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past
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.  Yes [X]  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 of this Form 10-K.  Yes [ ]





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule12b-2 of the Exchange
Act.





Large
      accelerated filer  [   ]
            
            Accelerated
      filer    [    ]Non-accelerated
      filer    [   ]
              (Do
      not check if smaller reporting company)
            
            Smaller
      reporting company    [X]





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes
[  ] No [X]





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:





The aggregate market value of the
voting and non-voting common equity held by non-affiliates on August 10, 2010
(an aggregate 8,958,291 out of a total of 45,158,291 shares outstanding) was
approximately $3,583,316 computed by reference to the closing price of $0.40, as
quoted on www.otcmarkets.com.





APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING THE PRECEDING FIVE YEARS





Indicate
by check mark whether the registrant filed all documents and reports required to
be filed by Section 12, 13, or 15(d) of the Exchange Act of 1934 after the
distribution of securities under a plan confirmed by a court.


Yes
[  ]  No [  ]





(APPLICABLE
ONLY TO CORPORATE REGISTRANTS)





Indicate the number of shares
outstanding of each of the issuer’s classes of common stock, as of the latest
practicable date:  As of August 10, 2010, there were 45,158,291 shares
of our common stock issued and outstanding.





DOCUMENTS
INCORPORATE BY REFERENCE





List
hereunder the following documents if incorporated by reference and the Part of
the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933.  The listed documents should be
clearly described for identification purposes (e.g., annual report to securities
holders for fiscal year ended December 24, 1980).





Throughout
this Annual Report on Form 10-K, we refer to CN Dragon
Corporation,  as “we,” “us,” “our,” “the Company,” “our Company,”
unless otherwise specified.





Cautionary
Statement Concerning Forward-Looking Statements





The following discussion and analysis
should be read in conjunction with our audited consolidated financial statements
and related notes included in this report.  This report contains
“forward-looking statements.” The statements contained in this report that are
not historic in nature, particularly those that utilize terminology such as
“may,” “will,” “should,” “expects,” “anticipates,” “estimates,” “believes,” or
“plans” or comparable terminology are forward-looking statements based on
current expectations and assumptions.





Various risks and uncertainties could
cause actual results to differ materially from those expressed in
forward-looking statements.  Factors that could cause actual results
to differ from expectations include, but are not limited to, those set forth
under the section “Risk Factors” set forth in this report.





The forward-looking events discussed in
this report, the documents to which we refer you and other statements made from
time to time by us or our representatives, may not occur, and actual events and
results may differ materially and are subject to risks, uncertainties and
assumptions about us.  For these statements, we claim the protection
of the “bespeaks caution” doctrine. All forward-looking statements in this
document are based on information currently available to us as of the date of
this report, and we assume no obligation to update any forward-looking
statements.  Forward-looking statements involve known and unknown
risks, uncertainties and other factors that may cause the actual results to
differ materially from any future results, performance or achievements expressed
or implied by such forward-looking statements.





PART
I





Item
1.                      Business.





Organization





CN Dragon
Corporation was incorporated under the laws of the State of Nevada on August 30,
2001, under the name Infotech Business Systems, Inc. On June 8, 2007, we changed
our name to Wavelit, Inc. On September 14, 2010, we changed our name to CN
Dragon Corporation, and announced on a Current Report on Form 8-K dated December
2, 2009, that we made the determination to change the direction of the Company’s
current business operations and direct the Company’s future activities and
endeavors towards the development, ownership and operation of upscale lodging
and leisure facilities in the People’s Republic of China (“PRC”).





On January 11, 2010, we effected a
reverse split of our Common Stock issued on a 100:1 basis. Accordingly,
180,469,940 shares of Common Stock issued were decreased to 1,804,696 shares
issued. The total number of shares of Capital Stock which the Company was
authorized to issue remained unchanged at 625,000,000, made up of 250,000,000
shares of Common Stock [par value $0.001] and 375,000,000 shares of Preferred
Stock [par value $0.001]. The reverse split had the effect of creating newly
available authorized shares of Common Stock which the Company intended to use
for various purposes, including effecting acquisitions, business expansion,
obtaining finance and recruiting management personnel, all of which were
necessary for the Company to undertake new business operations in the
PRC.





Business
of the Issuer





Background





On May 17, 2010, we completed a Share
Exchange Agreement with CNDC Group Ltd, wherein the Company acquired 100% of
CNDC Corporation (“CNDC”). In exchange, we issued 42,000,000 restricted shares
of our common stock to CNDC Group Ltd, placing CNDC Group Ltd as the majority
shareholder of the Company. The acquisition was described by the Company on a
Current Report on Form 8-K filed with the Securities and Exchange Commission
dated 21 May, 2010. All the operations of CNDC have become the operations of the
Company and we intend to carry on CNDC’s business as the company’s sole line of
business.





Business
Description





CNDC is a hotel management, development
and consulting group. CNDC was incorporated under the laws of the British Virgin
Islands on March 26, 2008. CNDC operates through its wholly-owned subsidiaries,
CN Dragon Holdings Ltd and Zhengzhou Dragon Business Ltd, which were
incorporated in Hong Kong and People’s Republic of China (“PRC”) respectively.
From our inception, we have been engaged in providing consulting and management
services to hotel investors and owners in the PRC. Our services have focused on
covering major aspects of hotel development from the initial planning stages of
a project to enhancing the management of a fully operating hotel asset.
Specifically, we offer hospitality development, operations management and
financial advisory services to clients. Over the years, we have specialized in
assisting a number of clients in redeveloping unused idle buildings into fully
operating hotel assets.





Hospitality Development





CNDC offers initial consultation,
planning and development services to aspiring hotel owners. We will discuss with
owners ideas and options to help quickly formulate a course of action and
identify steps that need to be taken. Our experienced team will devise a solid
project development plan, investing many hours in feasibility work and assisting
owners in executing the plan. We believe a clear project development schedule is
critical for owners to successfully develop a hotel on time and within budget.
CNDC’s comprehensive hospitality development services include:





·
            Project
      appraisal


·
            Market
      feasibility studies


·
            Formulating
      master development plan


·
            Investment
      analysis, financial projections, risk analysis, and
      recommendations;


·
            Pre-opening
      management, including planning, design and facility mix for hotels,
      resorts and spas, and support
facilities;


·
            Engagement
      of professionals such as master planners, architects, interior designers,
      landscape and services engineers


·
            Training
      and staff development, including personalized services culture and guest
      recognition;





Operations Management





CNDC’s underlying goal is to enhance
the efficiency and value of our client’s hotel assets, providing professional
and candid consultant & management services. Our operations management
services include:





·
            Restructuring
      operations & procedures


·
            Supplies
      procurement


·
            Implement
      enhanced management systems, including financial reporting
      system;


·
            Human
      resource management & training


·
            Marketing
      & promotions





Financial Advisory





CNDC’s financial advisory services
provides integrated investment and added-value solutions for businesses involved
in the hospitality industry. Services offered includes customized investment
advice, business consultation, mentorship programs, and capital raising
strategies (debt & equity). Individual advice is tailored having conducted
due diligence on the venture and the range of financial instruments available
for closing a deal.





Business Strategy of
CNDC





Anticipating the fast and continuous
growth of the PRC economy, CNDC is directing and predominately focusing its
business into the development and operation of luxury hotels & resorts in
the PRC’s second-tier city holiday destinations. Under this new direction, CNDC
plans to derive the majority of its earnings and revenue from the development of
hotels & resorts; which includes management and other revenue generated from
hotel investments. CNDC’s hotels & resorts business will specialize in the
upscale segment of the hospitality sector, offering luxury accommodation and
hospitality services to savvy business and leisure travelers. Our long term
strategy is to build an asset based portfolio of hotel businesses, aiming to
cater for the demand of consumers in the growing premium segment in the
PRC.





CNDC presently does not have any
ongoing hotel & resorts or other lodging developments. It current business
involves actively seeking to procure interests in respect to properties in this
segment through CNDC’s established network in the PRC hotel industry. CNDC’s
procurement strategy involves identifying high growth second-tier cities in the
PRC and examining whether they exhibit a strong demand for luxury hospitality
services and facilities. We carry this out by thoroughly analyzing tourism
figures, the supply of upper scale lodging and other industry related data.
Additional factors we evaluate includes the locality, population, GDP,
infrastructure and the major industries of each target city.





Market
Analysis





One of CNDC’s key
strategies  is to target investments in the PRC’s second-tier cities
that have been experiencing a sustained period of economic growth. This growth
has attracted business and investment interests from around the world fuelling
an increase in demand for travel and lodging services. Further, tourism in the
PRC has greatly expanded over the last few decades. The emergence of a newly
emerging middle class and an easing of restrictions on movement by the Chinese
authorities are also fueling this travel increase. The PRC’s long history and
diverse tourism resources will attract both international and domestic leisure
tourists to visit different parts of the country, creating a high demand for
hotel products and services.





In 2008, the PRC was the world’s second
largest economy with its GDP registering US$ 7.9 trillion (IMF). According to the IMF, this figure will be
eclipsed in 2009 with the PRC’s GDP already registering US$ 8.7 trillion in Oct
2009. In comparison with the US (1.1%) and Europe (0.80%), the PRC was the
fastest growing economy last year with a GDP real growth rate of 9%. CNDC
believes that the PRCs’ emerging second-tier cities have prospered along with
that growth, attracting major investment and developments; with such markets
evidencing a strong demand for modernization and presenting investors with
comfortable room for growth.





In addition, CNDC believes the PRC has
witnessed a rapid development of its hotel properties over the past two decades.
The strengths of the PRC’s hotel industry rest in (1) the growing popularity of
the PRC as a major international business market and tourism destination, (2)
the diversity and quality of the PRC’s hotel products, (3) the efforts to
standardize operations and improve service quality, and (4) increased
development by global hotel corporations. The World Tourism Organization
estimates that the PRC will become the leading tourist destination in the world
by 2020. Therefore, CNDC believes that sustained economic development and the
PRC’s rising popularity will provide a hotel market conducive to
development.





Competition





CNDC
faces significant competition from other hotel developers and operators, most of
which have recognized trade names, and greater resources. In the event that CNDC
are able to operate hotels & resorts in the PRC, competition may limit
CNDC’s ability to attract and retain guests and may reduce room rates we are
able to charge, which could ultimately reduce any future revenues. Further,
since the PRC’s accession to the World Trade Organization (WTO) on December 11,
2001, the PRC has been gradually opening its hotel market to international
development and competition. The Intensified competition from international
developers and operators will pose great challenges to domestic hotel
operations.





Employees





CNDC has
6 full time employees. CNDC intends to hire additional full time employees to
implement its plans to expand its business into the development and operation of
hotels & resorts.





Reorganization





Spin-off of wholly-owned
subsidiaries





On
February 18, 2010, we filed with a definitive information statement with the
Securities and Exchange Commission on Schedule 14C to spin-off our wholly-owned
subsidiaries Galaxy Networks, Inc. (USA), Galaxy Networks, Inc. (Canada) and
China Teletech Limited (fka. Stream Horizons Studio, Inc.) (the “Spin-Off”). We
believe the Spin-Off will better equip the company to successfully implement its
new business direction in engaging in the development, ownership and operation
of upscale lodging and leisure facilities in the PRC. Specifically, the
spin-offs will separate distinct companies with different financial, investment
and operating characteristics so that each can adopt business strategies and
objectives tailored to their respective markets. This will allow the companies
that have operations that are inconsistent with each other to better prioritize
the allocation of their management and their financial resources for achievement
of their corporate objectives.





In order
to better achieve these objectives, the company pursuant to the Spin-Off
relinquished and transferred administrative control of its wholly-owned
subsidiaries, Galaxy Networks, Inc. (USA), Galaxy Networks, Inc. (Canada) and
China Teletech Limited (fka. Stream Horizons Studio, Inc.) to ATB Company, a
Colorado corporation, (“ATB”). This transaction was executed in accordance with
a Administrative Control Transfer Agreement, effective February 18, 2010,
between CN Dragon Corporation, Galaxy Networks, Inc. (USA), Galaxy Networks,
Inc. (Canada), China Teletech Limited (fka. Stream Horizons Studio, Inc.) and
ATB Company.





In
accordance with the Spin-Off, record shareholders of CN Dragon Corporation as of
February 12, 2009 (the “Record Date”) will receive one common share of Galaxy
Networks, Inc. (USA), Galaxy Networks, Inc. (Canada) and China Teletech Limited
(fka. Stream Horizons Studio, Inc.) for everyone one share of CN Dragon
Corporation common stock owned. Accordingly, ATB Company will receive 40 million
shares of common stock in Galaxy Networks, Inc. (USA), Galaxy Networks, Inc.
(Canada) and China Teletech Limited (fka. Stream Horizons Studio, Inc.),
representing 56% controlling interest in each.





In light
of this and to better prioritize our endeavors in establishing business
operations in the PRC, the Company relinquished and transferred administrative
control of Galaxy Networks, Inc. (USA), Galaxy Networks, Inc. (Canada) and China
Teletech Limited (fka. Stream Horizons Studio, Inc.) to ATB
Company.





Sale of wholly-owned
subsidiary





Effective November 22, 2007, we
completed a Stock Purchase Agreement with ATB Company wherein the Company
acquired 100% of Precision Aviation, Inc. (“Precision”) in exchange for
40,000,000 restricted common shares of our common stock.  Following
the issuance, ATB Company was our majority shareholder.





Effective March 29, 2010, we completed
the sale of our wholly-owned subsidiary, Precision back to its prior owner ATB
Company. Under the terms of the Stock Purchase Agreement, ATB Company acquired
100% of the issued and outstanding common stock of Precision for the
consideration of US $1. We believe the sale of Precision allows us to better
prioritize our management and financial resources towards implementing our new
business strategy in engaging in the development, ownership and operation of
upscale lodging and leisure facilities in the PRC.





Management
Strategy





Following the reorganization of Precision Aviation, Inc.,
Galaxy Networks, Inc. (USA), Galaxy Networks, Inc. (Canada) and China Teletech
Limited (fka. Stream Horizons Studio, Inc.), management was able to direct all
the Company’s resources towards implementing our new business operations in the
PRC. The scope of which included conducting due diligence on several identified
acquisition targets with a well establish business in the lodging and leisure
industries in the PRC, as well as conducting comprehensive market research
specifically on high growth second-tier cities in the PRC. Management viewed
this as an integral step towards building the Company’s network in the PRC, and
utilized their existing in the area and the expertise of local lodging and
leisure operators. After several investigations and on site visits, the Company
acquired CNDC Corporation on May 17, 2010, which operates through CN Dragon
Holdings Ltd and Zhengzhou Dragon Business Ltd, having a two year operational
history in providing consulting and management services to hotel investors and
owners in the PRC.





Item
1A.                      Risk
Factors.





Investing in our common stock involves
a high degree of risk. You should carefully consider the risks described below,
together with all of the other information included or referred to in this
Current Report on Form 8-K, before purchasing shares of our common stock. There
are numerous and varied risks, known and unknown, that may prevent us from
achieving our goals. The risks described below are not the only risks we will
face. Our business, financial condition and results of operations may be
materially adversely affected by any of the following risks. In such case, the
trading price of our common stock could decline and you could lose all or part
of your investment. The risks and uncertainties described below are not
exclusive and are intended to reflect the material risks that are specific to
us, related to our industry and related to companies that undertake a public
offering or seek to maintain a class of securities that is registered or traded
on any exchange or over-the-counter market.





Risks
Related To Our Company





In
terms of our hotels & resorts business, we are a development stage company
and have little to no operating history upon which to evaluate our
business.





We have a
limited operating history and may not succeed. Our business strategy is
“proposed” and “intended” but we may not be able to successfully implement it.
Our primary business purpose is developing our luxury hotels & resorts
business in the PRC. We expect that unanticipated expenses, problems, and
technical difficulties will occur and that they will result in material delays
in the operation of our business. We may not obtain sufficient capital or
achieve a significant level of operations and, even if we do, we may not be able
to conduct such operations on a profitable basis.





You
should consider our prospects in light of the risks, uncertainties and
difficulties frequently encountered by companies that, like us, are in their
early stage of development. We cannot guarantee that we will succeed in
achieving our business goals, and our failure to do so would have a material
adverse effect on our business, prospects, financial condition, operating
results and our abilities to continue as a going concern. We expect that we will
require additional capital in order to execute our current business plan. As a
development stage business, we may in the future experience under
capitalization, shortages, setbacks and many of the problems, delays and
expenses encountered by an early stage business. As a result of these factors,
other factors described herein and unforeseen factors, we may not be able to
successfully implement our business model.





We
need to attract qualified employees.





Our
future success depends in large part upon our ability to attract, train, retain
and motivate employees. Qualified individuals of the requisite caliber and
number needed to fill positions are in short supply in some areas. Our industry
is characterized by high levels of employee attrition. Although we believe we
will be able to offer competitive salaries and benefits, we may have to increase
spending in order to retain personnel.





The
success of our business strategy will be dependent on our ability to recruit
and/or promote enough qualified personnel to support our future growth. The time
and effort required to train and supervise a large number of new managers and
associates may divert our existing resources and adversely affect our operating
and financial performance.





We
may pursue strategic acquisitions, which could have an adverse impact on our
business.





We may
from time to time consider acquiring companies or assets. To do so, we would
need to identify suitable acquisition candidates, negotiate acceptable
acquisition terms and obtain appropriate financing. Any acquisition that we
pursue, whether or not successfully completed, may involve risks,
including:





·
            the
      diversion of our capital and our management’s attention from other
      business issues and opportunities;


·
            difficulties
      in successfully integrating companies or assets that we acquire, including
      personnel, financial systems and controls, distribution, operations and
      general operating procedures;


·
            material
      adverse effects on our operating results, particularly in the fiscal
      quarters immediately following an acquisition as it is integrated into our
      operations;


·
            potentially
      dilutive issuances of our equity securities;
and


·
            the
      incurrence of debt and contingent
liabilities.





We
may have insufficient funds to implement our business strategy.





Our
business strategy will require additional capital for, among other purposes,
developing and operating hotels & resorts in the PRC. Adequate financing may
not be available or, if available, may not be available on terms satisfactory to
us. If we fail to obtain sufficient additional capital, there can be no
assurance that we will be able to fund our current plans for acquiring and
developing hotels & resorts businesses.





Effect
of existing or probable governmental regulations on the business, and economic
and political risks





Our
operations in the PRC are subject to special considerations and significant
risks not typically associated with companies in North America and Western
Europe. These include risks associated with, among others, the economic,
political, legal environment and foreign currency exchange. The Company’s
results may be adversely affected by changes in the political and social
conditions in the PRC, and by changes in governmental policies with respect to
laws and regulations, anti-inflationary measures, currency conversion,
restriction on international remittances, and rates and methods of taxation,
among other things.





Operating
risks common to the tourism and hospitality industry in the PRC could reduce our
potential revenues.





Risks
associated with the tourism and hospitality industry include the following, any
of which could reduce our potential revenues:





·
            competition
      for guests and hosting events from other
hotels;


·
            increases
      in operating costs, including wages, benefits, insurance, property taxes
      and energy, due to inflation and other factors, which may not be offset in
      the future by increased room rates;


·
            dependence
      on demand from business and leisure
travelers;


·
            increases
      in energy costs, airline fares, and other expenses related to travel,
      which may deter travelling; and


·
            adverse
      effects of weak general and local economic
  conditions.





Costs
of legal matters and regulation could exceed estimates.





We may
become parties to a number of legal and administrative proceedings involving
matters pending in various courts or agencies. These include proceedings
associated with businesses which may be owned, operated or used by us and
include claims for personal injuries and property damages. It is not possible
for us to estimate reliably the amount and timing of all future expenditures
related to legal matters and other contingencies.





Risks
Related to Our Stock





We
require substantial capital requirements to finance our operations.





We have
substantial anticipated capital requirements and we may require additional
capital for future operations. We plan to finance anticipated ongoing expenses
and capital requirements with funds generated from the following
sources:





·
            available
      cash and cash investments; and


·
            capital
      raised through debt and equity
offerings.





The funds
provided by these sources, if attainable, may not be sufficient to meet our
anticipated capital requirements and we may not be able to obtain additional
financing in such a circumstance.





As
a public company, our stock could be extremely volatile and, as a result, you
may not be able to resell your shares at or above the price you paid
them.





Among the
factors that could affect our stock price are:





·
            industry
      trends and the business success of our
  developments;


·
            actual
      or anticipated fluctuations in our quarterly financial and operating
      results;


·
            our
      failure to meet the expectations of the investment community and changes
      in investment community recommendations or estimates of our future
      operating results;


·
            strategic
      moves by our competitors, such as product announcements or
      acquisitions;


·
            regulatory
      developments;


·
            litigation;


·
            general
      market conditions;


·
            other
      domestic and international macroeconomic factors unrelated to our
      performance; and


·
            additions
      or departures of key personnel.





The stock
market has from time to time experienced extreme volatility that has often been
unrelated to the operating performance of particular companies. These kinds of
broad market fluctuations may adversely affect the market price of our common
stock. In the past, following periods of volatility in the market price of a
company’s securities, securities class action litigation has often been
instituted. If a securities class action suit is filed against us, we would
incur substantial legal fees and our management’s attention and resources would
be diverted from operating our business in order to respond to the
litigation.





We
need to raise additional funds. If we fail to, it could be difficult to continue
our business.





We
currently do not have sufficient financial resources to meet our capital
requirements. We will seek additional funding through public or private
financing or through collaborative arrangements with strategic partners. You
should be aware that in the future:





·
            we
      may not obtain additional financial resources when necessary or on terms
      favorable to us, if at all;


·
            any
      available additional financing may not be adequate;
  and


·
            we
      may be required to sell shares of our common stock at extremely discounted
      prices in order for us to obtain additional
  financing.





If we
cannot raise additional funds when needed, or on acceptable terms, we may not be
able to continue to operate.





We
do not anticipate paying dividends on our capital stock in the foreseeable
future.





We do not
anticipate paying any dividends in the foreseeable future. We currently intend
to retain our future earnings, if any, to fund the development and growth of our
business. In addition, the terms of any future debt or credit facility may
preclude us from paying dividends. As such, our shareholders may not receive any
profit on their investment other than from the eventual sale of their shares, if
any.





Risks
Related to Doing Business in the PRC





Changes
in PRCs’ political or economic situation could harm us and our operating
results.





Economic
reforms adopted by the Chinese government have had positive effect on the
economic development of the country, but the government could change these
economic reforms or any of the legal systems at any time. This could either
benefit or damage our operations and profitability. Some of the things that
could have this effect are:





·
            level
      of government intervention in the
economy;


·
            control
      of foreign exchange;


·
            methods
      of allocating resources;


·
            balance
      of payments position;


·
            international
      trade restrictions; and


·
            international
      conflict.





The
Chinese economy differs from the economies of most countries belonging to the
Organization for Economic Cooperation and Development, OECD, in many ways. For
example, state-owned enterprises still constitute a large portion of the Chinese
economy and weak corporate governance and a lack of flexible currency exchange
policy still prevail in the PRC. As a result of these differences, we may not
develop in the same way or at the same rate as might be expected if the Chinese
economy was similar to those of the OECD member countries.




Uncertainties
with respect to the PRC legal system could limit the legal protections available
to you and us.





The PRC
legal system is based on written statutes, and prior court decisions may be
cited for reference but have limited precedential value. Since 1979, a series of
new PRC laws and regulations have significantly enhanced the protections
afforded to various forms of foreign investments in the PRC. However, since the
PRC legal system continues to evolve rapidly, the interpretations of many laws,
regulations and rules are not always uniform and enforcement of these laws,
regulations and rules involve uncertainties, which may limit legal protections
available to you and us. In addition, any litigation in the PRC may be
protracted and result in substantial costs and diversion of resources and
management attention.





You
may have difficulty enforcing judgments against us.





We are a
Nevada company and most of our assets are located outside of the United States.
Most of our current operations will be conducted in the PRC. In addition, all of
our directors and officers are nationals and residents of countries other than
the United States. All of the assets of these persons are located outside the
United States. As a result, it may be difficult for you to effect service of
process within the United States upon these persons. It may also be difficult
for you to enforce in U.S. courts judgments on the civil liability provisions of
the U.S. federal securities laws against us and our officers and directors, all
of whom are not residents in the United States and whose assets are located
outside of the United States. In addition, there is uncertainty as to whether
the courts of the PRC would recognize or enforce judgments of U.S.
courts.





The
PRC government exerts substantial influence over the manner in which we must
conduct our business activities.





The PRC
government has exercised and continues to exercise substantial control over
virtually every sector of the Chinese economy through regulation and state
ownership. Our ability to operate in the PRC may be harmed by changes in its
laws and regulations, including those relating to taxation, import and export
tariffs, environmental regulations, land use rights, property and other matters.
We believe that our operations in the PRC are in material compliance with all
applicable legal and regulatory requirements. However, the central or local
governments of the jurisdictions in which we operate may impose new, stricter
regulations or interpretations of existing regulations that would require
additional expenditures and efforts on our part to ensure our compliance with
such regulations or interpretations.  Accordingly, government actions
in the future, including any decision not to continue to support recent economic
reforms and to return to a more centrally planned economy or regional or local
variations in the implementation of economic policies, could have a significant
effect on economic conditions in the PRC or particular regions thereof and could
require us to divest ourselves of any interest we then hold in Chinese
properties or joint ventures.





Future
inflation in the PRC may inhibit our ability to conduct business in the
PRC.





In recent
years, the Chinese economy has experienced periods of rapid expansion and highly
fluctuating rates of inflation. These factors have led to the adoption by the
Chinese government, from time to time, of various corrective measures designed
to restrict the availability of credit or regulate growth and contain inflation.
High inflation may in the future cause the Chinese government to impose controls
on credit and/or prices, or to take other action, which could inhibit economic
activity in the PRC, and thereby harm the market for our products and our
company.





Restrictions
on currency exchange may limit our ability to receive and use our revenues
effectively.





The
majority of our revenues will be settled in RMB and U.S. dollars, and any future
restrictions on currency exchanges may limit our ability to use revenue
generated in RMB to settle any business costs outside the PRC or to make
dividend or other payments in U.S. dollars. Although the Chinese government
introduced regulations in 1996 to allow greater convertibility of the RMB for
current account transactions, significant restrictions still remain, including
primarily the restriction that foreign-invested enterprises may only buy, sell
or remit foreign currencies after providing valid commercial documents, at those
banks in the PRC authorized to conduct foreign exchange business. In addition,
conversion of RMB for capital account items, including direct investment and
loans, is subject to governmental approval in the PRC, and companies are
required to open and maintain separate foreign exchange accounts for capital
account items. We cannot be certain that the Chinese regulatory authorities will
not impose more stringent restrictions on the convertibility of the
RMB.





Fluctuations
in exchange rates could adversely affect our business and the value of our
securities.





The value
of our common stock will be indirectly affected by the foreign exchange rate
between U.S. dollars and RMB and between those currencies and other currencies
in which our sales may be denominated. Appreciation or depreciation in the value
of the RMB relative to the U.S. dollar would affect our financial results
reported in U.S. dollar terms without giving effect to any underlying change in
our business or results of operations. Fluctuations in the exchange rate will
also affect the relative value of any dividend we issue that will be exchanged
into U.S. dollars as well as earnings from, and the value of, any U.S.
dollar-denominated investments we make in the future. Since July 2005, the RMB
has no longer been pegged to the U.S. dollar. Although the People's Bank of
China regularly intervenes in the foreign exchange market to prevent significant
short-term fluctuations in the exchange rate, the RMB may appreciate or
depreciate significantly in value against the U.S. dollar in the medium to long
term. Moreover, it is possible that in the future PRC authorities may lift
restrictions on fluctuations in the RMB exchange rate and lessen intervention in
the foreign exchange market.





Item
1B.                           
Unresolved Staff Comments.





None.





Item
2.                                Properties.





We do not
own any property. Our principal office is located at 8/F Paul Y Centre, 51 Hung
To Road, Kwun Tong, Kowloon, Hong Kong.





Item
3.                                Legal
Proceedings.





We do not believe we are a party to any
pending or ongoing legal proceeding responsive to this item.





Item
4.                                (Removed
and Reserved).








PART
II





Item
      5.
            Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities.





Market
      Information





Our
common stock is quoted on the Over the Counter Bulletin Board under the Symbol
“DRGN” (formerly “WAVL”). The stock price of our stock has been extremely
volatile and an active public market for our common stock may not develop or be
sustained. The following table sets forth the high and low bid quotations of our
common stock as reported by Pink OTC Markets for each quarterly period within
the last two fiscal years ended April 30, 2010 and have been adjusted to reflect
our 100:1 reverse split which took effect on January 11, 2010. These quotations
reflect inter-dealer prices, without retail mark-up, mark-down or commissions
and may not represent actual transactions.





High
            Low2008
            First
      Quarter
            $0.10
            $0.06Second
      Quarter
            $0.10
            $0.05Third
      Quarter
            $0.09
            $0.01Fourth
      Quarter
            $0.08
            $0.03High
            Low2009
            First
      Quarter
            $4.00
            $0.41Second
      Quarter
            $4.00
            $0.60Third
      Quarter
            $1.50
            $0.11Fourth
      Quarter
            $0.40
            $0.15





Penny Stock
      Regulations





The
      SEC has adopted regulations which generally define a “penny stock” to be
      any equity security that has


a market
price of less than $5.00 per share, subject to certain exceptions. Depending on
market fluctuations, our common stock may be considered a “penny stock”. As a
result, it may be subject to rules that impose additional sales practice
requirements on broker/dealers who sell these securities to persons other than
established customers and accredited investors. For transactions covered by
these rules, the broker-dealer must make a special suitability determination for
the purchase of our securities. In addition, the broker-dealer must receive the
purchaser’s written consent to the transaction prior to the purchase. The
broker-dealer must also provide certain written disclosures to the purchaser.
Consequently, the “penny stock” rules may restrict the ability of broker/dealers
to sell our securities, and may negatively affect the ability of holders of our
shares to resell them.





Holders





As of May
17, 2010, we had 107 shareholders of record of our common stock. The number of
record holders was determined from the records of our transfer agent and does
not include beneficial owners of common stock whose shares are held in the names
of various security brokers, dealers, and registered clearing agencies. We have
appointed Action Stock Transfer Corporation, of S. Highland Drive, Suite 300,
Salt Lake City, Utah to act as our transfer agent.





Dividends





We have not declared any dividends on
our common stock during the two fiscal years ended April 30, 2010 and 2009, or
in any subsequent period. We do not plan to declare any dividends in the
foreseeable future. There are no restrictions in our articles of incorporation
or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes,
however, do prohibit us from declaring dividends where, after giving effect to
the distribution of the dividend:





1.           We
would not be able to pay our debts as they become due in the usual course of
business; or


2.
            Our
      total assets would be less than the sum of our total liabilities plus the
      amount that would be needed to satisfy the rights of stockholders who have
      preferential rights superior to those receiving the
      distribution.





Securities authorized for
issuance under equity compensation plans





We
      do not have any securities authorized for issuance under equity
      compensation plans.





Item
      6.
            Selected
      Financial Data.





As
      a smaller reporting company, we have elected not to provide the
      information required by this item.





Item
      7.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations.





The matters and items discussed in this
annual report on Form 10-K are forward-looking statements that involve risks and
uncertainties, other than historical and factual statements. Actual results of
the company may differ materially from the results discussed in the
forward-looking statements. Certain factors that could contribute to such
differences are discussed with the forward-looking statements throughout this
annual report.





The following discussion should be read
together with the information contained in the consolidated financial statements
and related notes included elsewhere in this annual report.





General





Our discussion and analysis of our
financial condition and results of operations are based upon our consolidated
financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States. The preparation of these
financial statements requires us to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities. On an on-going basis, we
evaluate these estimates, including those related to business development
expenses, financing operations and contingencies and litigation. We base these
estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.








Critical
      Accounting Policies





Method of
      Accounting





The
      Company maintains its general ledger and journals with the accrual method
      of accounting for financial


reporting
purposes. The financial statements and notes are representations of management.
Accounting policies adopted by the Company conform to generally accepted
accounting principles in the United States of America and have been consistently
applied in the presentation of financial statements.





Principles of
Consolidation





The
consolidated financial statements are presented in US Dollars and include the
accounts of the Company and its subsidiaries (the “Group”).  All
significant inter-company balances and transactions are eliminated in
consolidation.





The
Company owned its subsidiaries soon after its inception and continued to own the
equity’s interests through April 30, 2010.  The following table
depicts the identity of the subsidiaries:








Date
      of
            
            
            
            
            Share
      capital/Disposal
      (D)/
            Place
      & date of Incorporation
            
            Attributable
      equity Interest %
            
            registeredName
      of subsidiary
            Acquisition(A)
            incorporation
            
            interest
      %
            
            capitalPrecision
      Aviation, Inc.
            February
      29,
            USA
            
            Nil
            
            -2009
      (D)Galaxy
      Networks, Inc.
            February
      18,
            USA
            
            100
            
            -2009
      (D)Galaxy
      Networks, Inc.
            February
      18,
            Canada
            
            100
            
            -2009
      (D)China
      Teletech Limited (fka. Stream Horizons Studio, Inc.)
            February
      18,
              2009
      (D)
            Canada
            
            100
            
            -CNDC
      Corporation
            May
      17, 2010
            British
      Virgin Islands/(A)
            March
      26, 2008
            
            100
            
            US$1CN
      Dragon Holdings Limited
            May
      17, 2010
            Hong
      Kong/Mar 5, 2008
            
            100
            
            HK$1(A)Zhengzhou
      Dragon Business Limited
            May
      17, 2010
            PRC/Sep
      12, 2008
            
            100
            
            HK$3,000,000(A)





Property, plant and
equipment





Property, plant and equipment are
carried at cost less accumulated depreciation.  Depreciation is
provided over their estimated useful lives, using the straight-line
method.





The cost and related accumulated
depreciation of assets sold or otherwise retired are eliminated from the
accounts and any gain or loss is included in the statement of income. The cost
of maintenance and repairs is charged to income as incurred, whereas significant
renewals and betterments are capitalized.





Trade
receivables





Trade receivables are recognized and
carried at the original invoice amount less allowance for any uncollectible
amounts. An allowance for uncollectible accounts is maintained for all customers
in considering with a variety of factors, including the length of past due,
significant one-time events and the Group’s historical experience. Bad debts are
written off as incurred.





Accounting for impairment of
long-lived assets





The Group
periodically evaluates the carrying value of long-lived assets to be held and
used, including intangible assets subject to amortization, when events and
circumstances warrant such a review, pursuant to the guidelines established in
ASC 360. The carrying value of a long-lived asset is considered impaired when
the anticipated undiscounted cash flow from such asset is separately
identifiable and is less than its carrying value. In that event, a loss is
recognised based on the amount by which the carrying value exceeds the fair
market value of the long-lived asset. Fair market value is determined primarily
using the anticipated cash flows discounted at a rate commensurate with the risk
involved. Losses on long-lived assets to be disposed of are determined in a
similar manner, except that fair market values are reduced for the cost to
dispose.





During
the reporting period, there was no impairment loss.





Cash and cash
equivalents





The Group
considers all highly liquid investments purchased with original maturities of
three months or less to be cash equivalents. The Group maintains bank accounts
only in the PRC and Hong Kong. The Group does not maintain any bank accounts in
the United States of America.





Revenue
recognition





Revenue
is recognized when all of the following criteria are met:





-
Persuasive evidence of an arrangement exists;


-
Delivery has occurred or services have been rendered;


- The
seller’s price to the buyer is fixed or determinable; and


-
Collection is reasonably assured.


Income
taxes





The Group accounts for income taxes
using an asset and liability approach and allows for recognition of deferred tax
benefits in future years.  Under the asset and liability approach,
deferred taxes are provided for the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes.  A valuation
allowance is provided for deferred tax assets if it is more likely than not
these items will either expire before the Group is able to realize their
benefits, or that future realization is uncertain.





Cash and concentration
risk





Cash
includes cash on hand and demand deposits in bank accounts maintained within PRC
and Hong Kong.  Total cash in these banks at April 30, 2010 amounted
to $1,000, of which no deposits are covered by Federal Depository Insured
Commission.  The Group has not experienced any losses in such accounts
and believes it is not exposed to any risks on its cash in bank
accounts.





Results
of Operations





Comparison
of the Years ended April 30, 2010 and 2009





The
following table sets forth key components of our results of operations for the
Company, for the periods indicated (Stated in US Dollars).








Year-ended
              April
      30, 2010
              US$
            Year-ended
              April
      30, 2009
              US$Net
      Revenues
            341
            27,752Cost
      of Net Revenue
            -
            (120,693)Gross
      Profit
            341
            (92,941)Operating
      Expenses:
              Selling
      and Distribution
              General
      and administrative
            -
              (130,546)
            -
              (1,172,697)Income
      (Loss) Before Income Taxes
            (130,205)
            (1,265,639)Income
      Taxes
            -
            -Net
      Profit (Loss)
            (130,205)
            (1,265,639)










For the
year ended April 30, 2010, we incurred a loss from operations of $130,205. Our
principal areas of expenditure during the period were for Accounting and Legal
fees, and staffing fees. Accounting and Legal fees reflect costs incurred for
regulatory filings and due diligence conducted on lodging and leisure businesses
in the PRC. Establishing our business operations in the PRC also caused our
revenues to decrease to $341 for the year ended April 30,2010. This follows from
the spin-off of our subsidiaries, Galaxy Networks, Inc. (USA), Galaxy Networks,
Inc. (Canada),  China Teletech Limited (fka. Stream Horizons Studio,
Inc.) and sale of Precision Aviation, Inc. This allowed the Company to direct
all the Company’s resources towards implementing our new business operations in
the PRC. The scope of which included conducting due diligence on several
identified acquisition targets with a well establish business in the lodging and
leisure industries in the PRC, as well as conducting comprehensive market
research specifically on high growth second-tier cities in the PRC.





Pursuant
to these endeavors, the Company acquired CNDC Corporation on May 17, 2010, which
operates through CN Dragon Holdings Ltd and Zhengzhou Dragon Business Ltd,
having a two year operational history in providing consulting and management
services to hotel investors and owners in the PRC.




Liquidity
and Capital Resources





Liquidity
is the ability of a company to generate funds to support its current and future
operations, satisfy its obligations and otherwise operate on an ongoing basis.
Our working capital is currently insufficient to sustain our current
operations.  Our plan is to seek additional funding and business
relationships.





While
management believes that revenues can be grown and that ultimately profitable
operations can be attained in the future, there is no assurance that revenues
will be maintained or grown or that they will ultimately be of a level required
to generate profitable operations or provide positive cash follow. We are unable
to predict at this time the exact amount of any additional working capital we
will require to fund the implementation of our business plan and achieve cash
flow sufficient to sustain operations and achieve profitability. To fund out
operations and more fully implement our business plan, we may seek additional
capital in the private and/or public equity markets through the sale of equity
and debt securities. However, if we receive additional funds through the
issuance of equity securities, our existing stockholders may experience
significant dilution. If we issue new securities, they may contain certain
rights, preferences or privileges that are senior to those of our common stock.
Moreover, we may not be successful in obtaining additional financing when needed
or on terms favorable to our stockholders. As we have no commitments from any
third parties to provide additional equity or debt financing, we cannot provide
any assurance that we will be successful in attaining such additional
funding.




Off-balance
Sheet Arrangements





We
      maintain no significant Off-balance Sheet
  Arrangements





Future
Goals





In the
next 12 months, our goal is to fully establish our business in the PRC. We plan
to make acquisitions of existing operating hotel assets, and/or by developing,
redeveloping hotel assets under our brand. Our long term goal is to build an
asset based portfolio of hotels & resorts throughout the PRC’s emerging
second-tier cities that are renown for tourism. To achieve our goals, we plan on
making a private placement of our securities to raise the funds necessary. The
development or acquisition of a suitable hotel asset is dependent upon
sufficient financing and the identification of suitable development, or
operating hotel.





Recent
Accounting Pronouncements





ASC 105,
Generally Accepted Accounting Principles (“ASC 105”) (formerly Statement of
Financial Accounting Standards No. 168, The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles a
replacement of FASB Statement No. 162) reorganized by topic existing accounting
and reporting guidance issued by the Financial Accounting Standards Board
(“FASB”) into a single source of authoritative generally accepted accounting
principles (“GAAP”) to be applied by nongovernmental entities. All guidance
contained in the Accounting Standards Codification (“ASC”) carries an equal
level of authority. Rules and interpretive releases of the Securities and
Exchange Commission (“SEC”) under authority of federal securities laws are also
sources of authoritative GAAP for SEC registrants. Accordingly, all other
accounting literature will be deemed “non-authoritative”. ASC 105 is effective
on a prospective basis for financial statements issued for interim and annual
periods ending after September 15, 2009. The Company has implemented the
guidance included in ASC 105 as of July 1, 2009. The implementation of this
guidance changed the Company’s references to GAAP authoritative guidance but did
not impact the Company’s financial position or results of
operations.





ASC 855,
Subsequent Events (“ASC 855”) (formerly Statement of Financial Accounting
Standards No. 165, Subsequent Events) includes guidance that was issued by the
FASB in May 2009, and is consistent with current auditing standards in defining
a subsequent event. Additionally, the guidance provides for disclosure regarding
the existence and timing of a company’s evaluation of its subsequent events. ASC
855 defines two types of subsequent events, “recognized” and “non-recognized”.
Recognized subsequent events provide additional evidence about conditions that
existed at the date of the balance sheet and are required to be reflected in the
financial statements. Non-recognized subsequent events provide evidence about
conditions that did not exist at the date of the balance sheet but arose after
that date and, therefore; are not required to be reflected in the financial
statements. However, certain non-recognized subsequent events may require
disclosure to prevent the financial statements from being misleading. This
guidance was effective prospectively for interim or annual financial periods
ending after June 15, 2009. The Company implemented the guidance included in ASC
855 as of April 1, 2009. The effect of implementing this guidance was not
material to the Company’s financial position or results of
operations.





ASC 944,
Financial Services – Insurance (“ASC 944”) contains guidance that was previously
issued by the FASB in May 2008 as Statement of Financial Accounting Standards
No. 163, Accounting for Financial Guarantee Insurance Contracts – an
interpretation of FASB Statement No. 60 that provides for changes to both the
recognition and measurement of premium revenues and claim liabilities for
financial guarantee insurance contracts that do not qualify as a derivative
instrument in accordance with ASC 815, Derivatives and Hedging (formerly
included under Statement of Financial Accounting Standards No. 133, Accounting
for Derivative Instruments and Hedging Activities). This financial guarantee
insurance contract guidance also expands the disclosure requirements related to
these contracts to include such items as a company’s method of tracking insured
financial obligations with credit deterioration, financial information about the
insured financial obligations, and management’s policies for placing and
monitoring the insured financial obligations. ASC 944, as it relates to
financial guarantee insurance contracts, was effective for fiscal years
beginning after December 15, 2008, except for certain disclosures related to the
insured financial obligations, which were effective for the third quarter of
2008. The Company does not have financial guarantee insurance products, and,
accordingly, the implementation of this portion of ASC 944 did not have an
effect on the Company’s results of operations or financial
position.





ASC 805,
Business Combinations (“ASC 805”) (formerly included under Statement of
Financial Accounting Standards No. 141 (revised 2007), Business Combinations)
contains guidance that was issued by the FASB in December 2007. It requires the
acquiring entity in a business combination to recognize all assets acquired and
liabilities assumed in a transaction at the acquisition-date fair value, with
certain exceptions. Additionally, the guidance requires changes to the
accounting treatment of acquisition related items, including, among other items,
transaction costs, contingent consideration, restructuring costs,
indemnification assets and tax benefits. ASC 805 also provides for a substantial
number of new disclosure requirements. ASC 805 also contains guidance that was
formerly issued as FSP FAS 141(R)-1, Accounting for Assets Acquired and
Liabilities Assumed in a Business Combination That Arise from Contingencies
which was intended to provide additional guidance clarifying application issues
regarding initial recognition and measurement, subsequent measurement and
accounting, and disclosure of assets and liabilities arising from contingencies
in a business combination. ASC 805 was effective for business combinations
initiated on or after the first annual reporting period beginning after December
15, 2008. The Company implemented this guidance effective January 1, 2009.
Implementing this guidance did not have an effect on the Company’s financial
position or results of operations; however it will likely have an impact on the
Company’s accounting for future business combinations, but the effect is
dependent upon acquisitions, if any, that are made in the future.





ASC 810,
Consolidation (“ASC 810”) includes new guidance issued by the FASB in December
2007 governing the accounting for and reporting of noncontrolling interests
(previously referred to as minority interests). This guidance established
reporting requirements which include, among other things, that noncontrolling
interests be reflected as a separate component of equity, not as a liability. It
also requires that the interests of the parent and the noncontrolling interest
be clearly identifiable. Additionally, increases and decreases in a parent’s
ownership interest that leave control intact shall be reflected as equity
transactions, rather than step acquisitions or dilution gains or losses. This
guidance also requires changes to the presentation of information in the
financial statements and provides for additional disclosure requirements. ASC
810 was effective for fiscal years beginning on or after December 15, 2008. The
Company implemented this guidance as of January 1, 2009. The effect of
implementing this guidance was not material to the Company’s financial position
or results of operations.





ASC 825,
Financial Instruments (“ASC 825”) includes guidance which was issued in February
2007 by the FASB and was previously included under Statement of Financial
Accounting Standards No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities Including an amendment of FASB Statement No. 115. The
related sections within ASC 825 permit a company to choose, at specified
election dates, to measure at fair value certain eligible financial assets and
liabilities that are not currently required to be measured at fair value. The
specified election dates include, but are not limited to, the date when an
entity first recognizes the item, when an entity enters into a firm commitment
or when changes in the financial instrument causes it to no longer qualify for
fair value accounting under a different accounting standard. An entity may elect
the fair value option for eligible items that exist at the effective date. At
that date, the difference between the carrying amounts and the fair values of
eligible items for which the fair value option is elected should be recognized
as a cumulative effect adjustment to the opening balance of retained earnings.
The fair value option may be elected for each entire financial instrument, but
need not be applied to all similar instruments. Once the fair value option has
been elected, it is irrevocable. Unrealized gains and losses on items for which
the fair value option has been elected will be reported in earnings. This
guidance was effective as of the beginning of fiscal years that began after
November 15, 2007. The Company does not have eligible financial assets and
liabilities, and, accordingly, the implementation of ASC 825 did not have an
effect on the Company’s results of operations or financial
position.





ASC 820,
Fair Value Measurements and Disclosures (“ASC 820”) (formerly included under
Statement of Financial Accounting Standards No. 157, Fair Value Measurements)
includes guidance that was issued by the FASB in September 2006 that created a
common definition of fair value to be used throughout generally accepted
accounting principles. ASC 820 applies whenever other standards require or
permit assets or liabilities to be measured at fair value, with certain
exceptions. This guidance established a hierarchy for determining fair value
which emphasizes the use of observable market data whenever available. It also
required expanded disclosures which include the extent to which assets and
liabilities are measured at fair value, the methods and assumptions used to
measure fair value and the effect of fair value measures on earnings. ASC 820
also provides additional guidance for estimating fair value when the volume and
level of activity for the asset or liability have significantly decreased. The
emphasis of ASC 820 is that fair value is the price that would be received to
sell an asset or paid to transfer a liability in an orderly transaction between
willing market participants, under current market conditions. ASC 820 also
further clarifies the guidance to be considered when determining whether or not
a transaction is orderly and clarifies the valuation of securities in markets
that are not active. This guidance includes information related to a company’s
use of judgment, in addition to market information, in certain circumstances to
value assets which have inactive markets.





Fair
value guidance in ASC 820 was initially effective for fiscal years beginning
after November 15, 2007 and for interim periods within those fiscal years for
financial assets and liabilities. The effective date of ASC 820 for all
non-recurring fair value measurements of nonfinancial assets and nonfinancial
liabilities was fiscal years beginning after November 15, 2008. Guidance related
to fair value measurements in an inactive market was effective in October 2008
and guidance related to orderly transactions under current market conditions was
effective for interim and annual reporting periods ending after June 15,
2009.





The
Company applied the provisions of ASC 820 to its financial assets and
liabilities upon adoption at January 1, 2008 and adopted the remaining
provisions relating to certain nonfinancial assets and liabilities on January 1,
2009. The difference between the carrying amounts and fair values of those
financial instruments held upon initial adoption, on January 1, 2008, was
recognized as a cumulative effect adjustment to the opening balance of retained
earnings and was not material to the Company’s financial position or results of
operations. The Company implemented the guidance related to orderly transactions
under current market conditions as of April 1, 2009, which also was not material
to the Company’s financial position or results of operations.





In August
2009, the FASB issued ASC Update No. 2009-05, Fair Value Measurements and
Disclosures (Topic 820): Measuring Liabilities at Fair Value (“ASC Update No.
2009-05”). This update amends ASC 820, Fair Value Measurements and Disclosures
and provides further guidance on measuring the fair value of a liability. The
guidance establishes the types of valuation techniques to be used to value a
liability when a quoted market price in an active market for the identical
liability is not available, such as the use of an identical or similar liability
when traded as an asset. The guidance also further clarifies that a quoted price
in an active market for the identical liability at the measurement date and the
quoted price for the identical liability when traded as an asset in an active
market when no adjustments to the quoted price of the asset are required are
both Level 1 fair value measurements. If adjustments are required to be applied
to the quoted price, it results in a level 2 or 3 fair value measurement. The
guidance provided in the update is effective for the first reporting period
(including interim periods) beginning after issuance. The Company does not
expect that the implementation of ASC Update No. 2009-05 will have a material
effect on its financial position or results of operations.





In
September 2009, the FASB issued ASC Update No. 2009-12, Fair Value Measurements
and Disclosures (Topic 820): Investments in Certain Entities that Calculate Net
Asset Value per Share (or Its Equivalent) (“ASC Update No. 2009-12”). This
update sets forth guidance on using the net asset value per share provided by an
investee to estimate the fair value of an alternative investment. Specifically,
the update permits a reporting entity to measure the fair value of this type of
investment on the basis of the net asset value per share of the investment (or
its equivalent) if all or substantially all of the underlying investments used
in the calculation of the net asset value is consistent with ASC 820. The update
also requires additional disclosures by each major category of investment,
including, but not limited to, fair value of underlying investments in the major
category, significant investment strategies, redemption restrictions, and
unfunded commitments related to investments in the major category. The
amendments in this update are effective for interim and annual periods ending
after December 15, 2009 with early application permitted. The Company does not
expect that the implementation of ASC Update No. 2009-12 will have a material
effect on its financial position or results of operations.





In June
2009, FASB issued Statement of Financial Accounting Standards No. 167,
Amendments to FASB Interpretation No. 46(R) (“Statement No. 167”). Statement No.
167 amends FASB Interpretation No. 46R, Consolidation of Variable Interest
Entities an interpretation of ARB No. 51 (“FIN 46R”) to require an analysis to
determine whether a company has a controlling financial interest in a variable
interest entity. This analysis identifies the primary beneficiary of a variable
interest entity as the enterprise that has a) the power to direct the activities
of a variable interest entity that most significantly impact the entity’s
economic performance and b) the obligation to absorb losses of the entity that
could potentially be significant to the variable interest entity or the right to
receive benefits from the entity that could potentially be significant to the
variable interest entity. The statement requires an ongoing assessment of
whether a company is the primary beneficiary of a variable interest entity when
the holders of the entity, as a group, lose power, through voting or similar
rights, to direct the actions that most significantly affect the entity’s
economic performance. This statement also enhances disclosures about a company’s
involvement in variable interest entities. Statement No. 167 is effective as of
the beginning of the first annual reporting period that begins after November
15, 2009. Although Statement No. 167 has not been incorporated into the
Codification, in accordance with ASC 105, the standard shall remain
authoritative until it is integrated. The Company does not expect the adoption
of Statement No. 167 to have a material impact on its financial position or
results of operations.





In June
2009, the FASB issued Statement of Financial Accounting Standards No. 166,
Accounting for Transfers of Financial Assets an amendment of FASB Statement No.
140 (“Statement No. 166”). Statement No. 166 revises FASB Statement of Financial
Accounting Standards No. 140, Accounting for Transfers and Extinguishment of
Liabilities a replacement of FASB Statement 125 (“Statement No. 140”) and
requires additional disclosures about transfers of financial assets, including
securitization transactions, and any continuing exposure to the risks related to
transferred financial assets. It also eliminates the concept of a “qualifying
special-purpose entity”, changes the requirements for derecognizing financial
assets, and enhances disclosure requirements. Statement No. 166 is effective
prospectively, for annual periods beginning after November 15, 2009, and interim
and annual periods thereafter. Although Statement No. 166 has not been
incorporated into the Codification, in accordance with ASC 105, the standard
shall remain authoritative until it is integrated. The Company does not expect
the adoption of Statement No. 166 will have a material impact on its financial
position or results of operation





Item
7.A                      Quantitative
and Qualitative Disclosures About Market Risk.





As
      a smaller reporting company, we have elected not to provide the
      information required by this item.





Item
      8.
            Financial
      Statements and Supplementary Data.





Our financial statements and related
explanatory notes can be found on the “F” Pages at the end of this
Report.





Item
      9.
            Changes
      in and Disagreements With Accountants on Accounting and Financial
      Disclosure.





On May 20, 2010, we dismissed Mendoza
Berger & Company, LLP as our independent registered public accounting firm,
and appointed Albert Wong & Co, CPA, as disclosed on our Current Report on
Form 8-K/A filed with the Securities and Exchange Commission on June 2, 2010. In
connection with the change in accountants, there have been no disagreements as
required by this item.





Item
9A.                      Controls
and Procedures.





In accordance with Rule 13a-15(b) of
the Securities Exchange Act of 1934, as of the end of the period covered by this
annual report on Form 10K, our management evaluated, with the participation of
our Chief Executive Officer and Chief Financial Officer, the effectiveness of
the design and operation of our disclosure controls and procedures (as such
defined in Rule 13a-15(e) or Rule 15d-15(e) of the Securities Exchange Act of
1934 (the “Exchange Act”). Disclosure controls and procedures are defined as
those controls and other procedures of an issuer that are designed to ensure
that the information required to be disclosed by the issuer in the reports it
files or submits under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Commission’s rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by an
issuer in the reports that it files or submits under the Exchange Act is
accumulated and communicated to the issuer's management, including its principal
executive officer and principal financial officer, or persons performing similar
functions, as appropriate to allow timely decisions regarding required
disclosure.





Based on their evaluation of these
disclosure controls and procedures, our Chief Executive Officer and Chief
Financial Officer has concluded that our disclosure controls and procedures are
effective.





Item
      9A(T).
            Controls
      and Procedures.





Our management is responsible for
establishing and maintaining adequate internal control over financial reporting.
The Company's internal control over financial reporting has been designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles generally accepted in the United
States of America. The Company's internal control over financial reporting
includes policies and procedures that pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect transactions and
dispositions of assets of the Company; provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial
statements in accordance with accounting principles generally accepted in the
United States of America, and that receipts and expenditures are being made only
in accordance with authorization of management and directors of the Company; and
provide reasonable assurance regarding prevention or timely detection
of  unauthorized acquisition, use or disposition of the Company's
assets that could have a material effect on the Company's financial
statements.





Because of its inherent limitations,
internal control over financial reporting may not prevent or detect
misstatements. Therefore, even those systems determined to be effective can
provide only reasonable assurance with respect to financial statement
preparation and presentation. Projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.





Management assessed the effectiveness
of the Company's internal control over financial reporting at April 30,
2010.  In making this assessment, management used the criteria set
forth by the Committee of Sponsoring Organizations of the Treadway Commission
("COSO") in Internal Control--Integrated Framework. Based on that assessment
under those criteria, management has determined that, at April 30, 2010, the
Company's internal control over financial reporting was effective.





This
Annual Report on Form 10-K does not include an attestation report of the
Company's registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation by the
Company's registered public accounting firm pursuant to temporary rules of the
SEC that permit the Company to provide only management's report in this annual
report.





Inherent Limitations of
Internal Controls





Our internal control over financial
reporting is designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. Our
internal control over financial reporting includes those policies and procedures
that:





●
            
            pertain
      to the maintenance of records that, in reasonable detail, accurately and
      fairly reflect the transactions and dispositions of our
      assets;●
            
            provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that our receipts and expenditures are being
      made only in accordance with authorizations of our management and
      directors; and●
            
            provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use, or disposition of our assets that could
      have a material effect on the financial
  statements.





Our management does not expect that our
internal controls will prevent or detect all errors and all fraud. A control
system, no matter how well designed and operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system are met.
Further, the design of a control system must reflect the fact that there are
resource constraints, and the benefits of controls must be considered relative
to their costs. Because of the inherent limitations in all control systems, no
evaluation of internal controls can provide absolute assurance that all control
issues and instances of fraud, if any, have been detected. Also, any evaluation
of the effectiveness of controls in future periods are subject to the risk that
those internal controls may become inadequate because of changes in business
conditions, or that the degree of compliance with the policies or procedures may
deteriorate.





Internal Control Over
Financial Reporting





Management has not identified any
changes in our internal control over financial reporting in connection with the
its evaluation of our most recent fiscal quarter that has materially affected,
or is reasonably likely to materially affect, our internal control over
financial reporting.





Item
      9B.
            Other
      Information.





None.





PART
      III





Item
      10.
            Directors,
      Executive Officers and Corporate
Governance.





Current
      Management





The
      following table sets forth the name, age and position of our current
      directors and executive officers:














Name
            Age
            Position(s)
            TenureTeck
      Fong Kong
            38
            President
              Chief
      Executive Officer
              Director
            12/2009
      – PresentChong
      Him Lau
            45
            Chief
      Financial Officer
              Secretary
              Treasurer
              Director
            12/2009
      – Present




Teck
Fong Kong – President, Chief Executive Officer, Director





Mr. Kong is our President, Chief
Executive Officer and one of our Directors.  Prior to joining the
Company, Mr. Kong was appointed Executive Director of Kong Foo Leong & Sons
Realty Sdn Bhd in May, 2008. He still presently serves in that capacity and is
responsible for the overall planning, project management and marketing of a
mixed township being developed on 1,000 acres of prime real estate in
Malaysia.  From 2002 to 2008, Mr. Kong was the Chief Sales &
Marketing Officer of MicroGreen Bio-Industry Berhad. Mr. Kong is experienced in
both the construction and marketing stages of major property development
projects.  Mr. Kong is 38 years old and holds a Business
Administration degree from the Oregon State University.





Chong
Him Lau - Chief Financial Officer, Secretary, Treasurer, Director





Mr. Lau is our Chief Financial Officer,
Secretary, Treasurer and one of our Directors.  Prior to joining the
Company, Mr. Lau was Senior Vice President of MG BioGreen Sdn Bhd from
September, 2005.  From 2004 to 2005, Mr. Lau was the Senior Accounting
Manager of Hsin Textile (HK) Ltd.  Mr. Lau has over 20 years of
experience in corporate finance, accounting and project management practices. He
has represented multi-national corporations in the property development and
travel services industries. His experiences have led him to gain extensive
experience on investment and business practices in China and the regions of
South-East Asia. Mr. Lau is 45 years old and holds a Bachelor of Business
Accounting and MBA degrees from the University of South Australia.




Information
about our Board and its Committees





Audit
Committee





We currently do not have an audit
committee although we intend to create one as the need arises. Currently, our
Board of Directors serves as our audit committee.





Compensation
Committee





We currently do not have a compensation
committee although we intend to create one as the need arises. Currently, our
Board of Directors serves as our Compensation Committee.





Advisory
Board





We currently do not have an advisory
board although we intend to create one as the need arises.





Section
16(a) Beneficial Ownership Reporting Compliance





Section 16(a)
of the Securities Exchange Act of 1934, as amended, requires our directors,
executive officers, and stockholders holding more than 10% of our outstanding
common stock, to file with the Securities and Exchange Commission initial
reports of ownership and reports of changes in beneficial ownership of our
common stock.  Executive officers, directors and greater-than-10%
stockholders are required by SEC regulations to furnish us with copies of all
Section 16(a) reports they file.  To the best of our knowledge,
based solely on review of the copies of such reports furnished to us for the
period ended April 30, 2010, the Section 16(a) reports required to be filed
by our executive officers, directors and greater-than-10% stockholders were
filed on a timely basis.





Code
of Ethics





We have not adopted a Code of Business
Conduct and Ethics. However, we intend to do so.





Item
      11.
            Executive
      Compensation.





We do not currently compensate our
directors. We have no formal plan for compensating our directors for their
service in their capacity as directors, although such directors may in the
future to receive stock options to purchase common shares as awarded by our
board of directors. Directors are entitled to reimbursement for reasonable
travel and other out-of-pocket expenses incurred in connection with attendance
at meetings of our board of directors. Our board of directors may award special
remuneration to any director undertaking any special services on our behalf
other than services ordinarily required of a director.





The following table sets forth the
compensation paid to our officers and directors for services rendered, and to be
rendered.  No restricted stock awards, long-term incentive plan
payouts or other types of compensation, other than the compensation identified
in the chart below, were paid to our officers or directors during the fiscal
years presented.





Summary
      Compensation TableNon-Equity
            
            Nonqualified
            AllName
      and
            
            
            
            
            
            
            
            
            
            
            
            Incentive
            
            Deferred
            OtherPrincipal
            
            
            
            
            
            
            
            Stock
            
            Option
            
            Plan
            
            Compen-
              sation
            CompenPosition
            
            Year
            
            Salary
            
            Bonus
            
            Awards
            
            Awards
            
            Compensation
            
            Earnings
            -sation
            TotalTeck
      Fong Kong
            
            2010
            
            0
            
            0
            
            0
            
            0
            
            0
            
            0
            0
            0President,
      Chief Executive Officer, and Current Director
            
            2009
            
            0
            
            0
            
            0
            
            0
            
            0
            
            0
            0
            0Chong
      Him Lau
            
            2010
            
            0
            
            0
            
            0
            
            0
            
            0
            
            0
            0
            0Chief
      Financial  Officer, Secretary and Director
            
            2009
            
            0
            
            0
            
            0
            
            0
            
            0
            
            0
            0
            0Henry
      Liguori
            
            2009
            
            0
            
            0
            
            0
            
            0
            
            0
            
            0
            0
            0Former
      President, Chief Executive Officer, Chief Financial Officer, Secretary and
      Director





Employment
Agreements





No employment agreements are currently
in place. There are no arrangements or plans in which we provide pension,
retirement or similar benefits for directors or executive officers. Our
directors and executive officers may receive stock options at the discretion of
our board of directors in the future. We do not have any material bonus or
profit sharing plans pursuant to which cash or non-cash compensation is or may
be paid to our directors or executive officers, except that stock option may be
granted at the discretion of our board of directors.





Compensation
Committee





We have not formed an independent
compensation committee. Our board of directors acts as our compensation
committee.








Item
      12.
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.





The following table sets forth certain
information regarding the beneficial ownership of the 43,804,791 issued and
outstanding shares of our common stock following the acquisition of CNDC as of
May 17, 2010, by the following persons:





·
            each
      person who is known to be the beneficial owner of more than five percent
      (5%) of our issued and outstanding shares of common
  stock;


·
            each
      of our directors and executive officers;
and


·
            all
      of our Directors and Officers as a
group





Name
      And Address
            Number
      Of Shares
              Beneficially
      Owned
            Percentage
              OwnedTeck
      Fong Kong(1)
            157,500
            *Chong
      Him Lau(1)
            0
            *CNDC
      Group Ltd(2)
            42,000,000
            95.88%All
      Officers and Directors as  Group
            157,000
            *Total
            42,157,500
            96%


*           Less
than 1%





(1)           The
address is 8/F Paul Y Centre, 51 Hung To Road, Kwun Tong, Kowloon, Hong
Kong


(2)           OMC
Chambers, PO Box 3152, Road Town, Tortola, British Virgin Islands





Beneficial ownership is determined in
accordance with the rules and regulations of the SEC.  The number of
shares and the percentage beneficially owned by each individual listed above
include shares that are subject to options held by that individual that are
immediately exercisable or exercisable within 60 days from the date of this
registration statement and the number of shares and the percentage beneficially
owned by all officers and directors as a group includes shares subject to
options held by all officers and directors as a group that are immediately
exercisable or exercisable within 60 days from the date of this registration
statement.





Item
      13.
            Certain
      Relationships and Related Transactions, and Director
      Independence.





On March 14, 2010, we entered into a
share exchange agreement (the “Exchange Agreement”) with CNDC Group Ltd. (“CNDC
Group”), a privately held corporation incorporated under the laws of the British
Virgin Islands. The Exchange Agreement provided for the acquisition of CNDC
Corporation (“CNDC”), a wholly-owned subsidiary of CNDC Group.





CNDC is a hotel management, development
and consulting group. CNDC was incorporated under the laws of the British Virgin
Islands on March 26, 2008. CNDC operates through its wholly-owned subsidiaries,
CN Dragon Holdings Ltd and Zhengzhou Dragon Business Ltd, which were
incorporated in Hong Kong and People’s Republic of China (“PRC”) respectively.
From its inception, CNDC has been engaged in providing consulting and management
services to hotel investors and owners in the PRC. CNDC’s services have focused
on covering major aspects of hotel development from the initial planning stages
of a project to enhancing the management of a fully operating hotel
asset.




Related Party
Disclosure





The parties to the Exchange Agreement
are related parties. Mr. Chong Him Lau is one of our directors. Mr. Lau is also
the sole director and shareholder of CNDC Group. CNDC Group is director and sole
shareholder of CNDC. Accordingly, Mr Lau is a related party in the
transaction.





On May 17, 2010 (the Closing Date of
the Exchange Agreement), we issued 42,000,000 restricted shares of our common
stock to CNDC Group. In exchange, we acquired one (1) issued and fully paid
ordinary share of CNDC Corporation (“CNDC”) representing 100% equity interest in
CNDC. Accordingly, CNDC became our wholly-owned subsidiary.





Transactions
with Promoters





None.





Item
      14.
            Principal
      Accounting Fees and Services.





Appointment
of Auditors





Effective as of May 20, 2010, our Board
of Directors appointed Albert Wong & Co., CPA as our new independent
registered public accounting firm for the year ended April 30,
2010.





During the two most recent fiscal years
and through the date of our engagement, we did not consult with Albert Wong
& Co., CPA regarding either (1) the application of accounting principles to
a specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on our financial statements, or (2) any matter
that was either the subject of a disagreement (as defined in Regulation S-K Item
304(a)(1)(v)), during the two most recent fiscal years.





Prior to engaging Albert Wong, Albert
Wong did not provide our company with either written or oral advice that was an
important factor considered by our company in reaching a decision to change our
independent registered public accounting form from Mendoza to Albert
Wong.





Our Board of Directors selected Mendoza
Berger & Company, LLP, as our auditors for the year ended April 30,
2009.





Audit
Fees





Mendoza Berger & Company, LLP
billed us $47,350 in audit fees during the year ended April 30,
2009.





Albert Wong & Co., CPA., billed us
$15,000 in audit fees during the year ended April 30, 2010.





Audit-Related
Fees





We did not pay any fees to
Mendoza Berger & Company, LLP for assurance and related services that are
not reported under Audit Fees above, during our fiscal year ending April 30,
2009.





We did not pay any fees to Albert Wong
& Co., CPA., for assurance and related services that are not reported under
Audit Fees above, during our fiscal year ending April 30, 2010.





Tax
and All Other Fees





We did not pay any fees to Mendoza
Berger & Company, LLP for tax compliance, tax advice, tax planning or other
work during our fiscal year ending April 30, 2009.





We did not pay any fees to Albert Wong
& Co., CPA., for tax compliance, tax advice, tax planning or other work
during our fiscal year ending April 30, 2010.





Pre-Approval
Policies and Procedures





We have implemented pre-approval
policies and procedures related to the provision of audit and non-audit
services.  Under these procedures, our board of directors pre-approves
all services to be provided by Mendoza Berger & Company, LLP, and Albert
Wong & Co., CPA., and the estimated fees related to these
services.





With respect to the audit of our
financial statements as of April 30, 2009, and for the year then ended, none of
the hours expended on Mendoza Berger & Company, LLP’s engagement to audit
those financial statements were attributed to work by persons other than Mendoza
Berger & Company, LLP’s full-time, permanent employees.





With respect to the audit of our
financial statements as of April 30, 2010, and for the year then ended, none of
the hours expended on Albert Wong & Co., CPA., engagement to audit those
financial statements were attributed to work by persons other than Albert Wong
& Co., CPA.’s, full-time, permanent employees.





Item
15.                                Exhibits,
Financial Statement Schedules.





StatementsReport
      of Independent Registered Public Accounting FirmBalance
      Sheets at April 30, 2010 and 2009Statements
      of Operations for the years ended April 30, 2010 and 2009Statement
      of Changes in Shareholders' Deficit for the years ended April 30, 2010 and
      2009Statements
      of Cash Flows for the years ended April 30, 2010 and 2009Notes
      to Financial StatementsSchedulesAll
      schedules are omitted because they are not applicable or the required
      information is shown in the Financial Statements or notes
      thereto.Exhibit
            Form
            Filing
            Filed
      withExhibits
            #
            Type
            Date
            This
      ReportArticles
      of Incorporation filed with the Secretary of State of Nevada on August 30,
      2001
            3.1
            SB-2
            6/17/2002Certificate
      of Change effective March 18, 2003
            3.2
            8-K
            3/7/2003Certificate
      of Change effective May 30, 2007
            3.3
            8-K
            6/13/2007Certificate
      of Amendment filed with the Secretary of State of Nevada on May 30,
      2007
            3.4
            8-K
            6/13/2007Certificate
      of Amendment filed with the Secretary of State of Nevada on
      September  14, 2009
            3.5
            
            
            XCertificate
      of Amendment filed with the Secretary of State of Nevada on November 20,
      2009
            3.6
            DEF
      14C
            11/20/09Bylaws
      dated August 30, 2001
            3.3
            SB-2
            6/17/2002Share
      Exchange Agreement between CN Dragon Corporation and CNDC Group,
      Ltd.
            10.1
            8-K
            5/21/10Subsidiaries
            21.1
            
            
            XConsent
      of Experts
            23.1
            
            
            XCertification
      of Teck Fong Kong, pursuant to Rule 13a-14(a)
            31.1
            
            
            XCertification
      of Chong Him Lau, pursuant to Rule 13a-14(a)
            31.2
            
            
            XCertification
      of Teck Fong Kong , pursuant to 18 U.S.C Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002
            32.1
            
            
            XCertification
      of Chong Him Lau, pursuant to 18 U.S.C Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002
            32.1
            
            
            X







SIGNATURES





Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act
      of 1934, the registrant


has
      duly caused this report to be signed on its behalf by the undersigned,
      thereunto duly authorized.











CN
      Dragon CorporationDate:  August
      13, 2010
            By:
            /s/
      Teck Fong Kong(Teck
      Fong Kong, President, Director, CEO)By:
            /s/
      Chong Him Lau(Chong
      Him Lau, Director, CFO)













CN
DRAGON CORPORATION


(formerly
Wavelit, Inc.)





CONSOLIDATED
FINANCIAL STATEMENTS


FOR
THE YEARS ENDED APRIL 30, 2010 AND 2009


(Stated
in US dollars)










CN DRAGON
CORPORATION


(formerly Wavelit,
Inc.)

















CONTENTS                                                                                      PAGES





REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUTING FIRM
            1CONSOLIDATED
      BALANCE SHEETS
            2 –
      3CONSOLIDATED
      STATEMENTS OF INCOME ANDCOMPREHENSIVE
      INCOME
            4CONSOLIDATED
      STATEMENTS OF STOCKHOLDERS’ EQUITYAND
      ACCUMULATED OTHER COMPREHENSIVE INCOME
            5CONSOLIDATED
      STATEMENTS OF CASH FLOWS
            6NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS
            7 –
      19













REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To
the Board of Directors of Wavelit, Inc. (formerly Infotec Business Systems,
Inc.) and Subsidiaries
  We
have audited the accompanying consolidated balance sheets of Wavelit, Inc.
(formerly Infotec Business Systems, Inc.) and Subsidiaries (a development stage
company) (the Company) as of April 30, 200 and the related consolidated
statements of operations, stockholders’ equity (deficit) and cash flows for the
years then ended and for the period from inception (December 13, 2002) through
April 30, 2009. These consolidated financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on
these consolidated 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 include consideration of
internal controls over financial reporting as 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 includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements.  An audit also includes 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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Wavelit, Inc. and
Subsidiaries as of April 30, 2009, and the results of its operations and cash
flows for the years then ended and for the period from inception (December 13,
2002) through April 30, 2009, in conformity with accounting principles generally
accepted in the United States of America.
  The
accompanying consolidated financial statements have been prepared assuming the
Company will continue as a going concern. As discussed further in Note 3, the
Company has been in the development stage since its inception (December 13,
2002) and continues to incur significant losses. The Company’s viability is
dependent upon its ability to obtain future financing and the success of its
future operations. These factors raise substantial doubt about the Company’s
ability to continue as a going concern. Management’s plan in regard to these
matters is also described in Note 3. The consolidated financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.
  Mendoza
Berger & Company, LLP
  /s/
Mendoza Berger & Company, LLP
 
 
 August
12, 2009
 Irvine,
California


ALBERT
      WONG & CO.
              CERTIFIED
      PUBLIC ACCOUNTANTS
              7th
      Floor, Nan Dao Commercial Building
              359-361
      Queen’s Road Central
              Hong
      Kong
              Tel
      : 2851 7954
              Fax:
      2545 4086
              ALBERT WONG
              B.Soc.,
      Sc., ACA., LL.B., CPA(Practising)








The Board
of Directors and Stockholders of


CN Dragon
Corporation (formerly Wavelit, Inc.) (“the Company”)








Report of Independent
Registered Public Accounting Firm








We have
audited the accompanying consolidated balance sheet of CN Dragon Corporation
(formerly Wavelit, Inc.) as of April 30, 2010 and the related consolidated
statements of income and comprehensive income, stockholders' equity and cash
flows for the years then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our
audits.





We
conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall consolidated financial statement presentation. We
believe that our audits provide reasonable basis for our opinion.





In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the consolidated financial position of the Company as
of April 30, 2010 and the consolidated results of its operations and its cash
flows for the years then ended in conformity with accounting principles
generally accepted in the United States of America.





The
Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. These factors as discussed in Note 8 to the financial statements,
raises substantial doubt about the Company's ability to continue as a going
concern. Management's plans in regard to these matters are also described in
Note 8. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.











/S/ Albert Wong
& Co


Hong
Kong,
China                                                                                                
Albert Wong & Co.


August
13,
2010                                                                                                Certified
Public Accountants














CN
      DRAGON CORPORATION (FORMERLY WAVELIT, INC.)CONSOLIDATED
      BALANCE SHEETSAS
      AT APRIL 30, 2010 AND 2009(Stated
      in US Dollars)





As
      at April 30,Note
            
            2010
            
            2009ASSETSCurrent
      assetsCash
      and cash equivalents
            2(l)
            $
            1,000
            $
            -Trade
      receivables
            
            
            -
            
            20,142Inventory
            
            
            -
            
            144,007Deposits
      and prepaid expense
            
            
            -
            
            129,271Other
      receivables
            
            
            1
            
            -Total
      current assets
            
            
            1,001
            
            293,420Property,
      plant and equipment, net
            4
            
            -
            
            218,752Intangible
      asset, net
            
            
            -
            
            7,785Goodwill
            
            
            -
            
            417,574TOTAL
      ASSETS
            
            $
            1,001
            $
            937,532LIABILITIES
      ANDSTOCKHOLDERS’
      EQUITYCurrent
      liabilitiesAccounts
      payable
            
            $
            -
            $
            270,000Amounts
      due to the related companies
            5
            
            42,016
            
            1,472,427Bank
      overdraft
            
            
            -
            
            344Loans
      Payable to Shareholders
            
            
            -
            
            109,555Total
      current liabilities
            
            
            42,016
            
            1,852,326Non-current
      liabilitiesConvertible
      Debentures to Shareholders
            
            
            -
            
            1,372,734TOTAL
      LIABILITIES
            
            $
            42,016
            $
            3,225,060







See accompanying notes to consolidated
financial statements














CN
      DRAGON CORPORATION (FORMERLY WAVELIT, INC.)CONSOLIDATED
      BALANCE SHEETS (Continued)AS
      AT APRIL 30, 2010 AND 2009(Stated
      in US Dollars)








As
      at April 30,Note
            
            2010
            
            2009STOCKHOLDERS’
      EQUITYPreferred
      Stock, $0.001 par value,375,000,000
      shares authorized,no
      share issued and outstanding
            
            $
            -
            $
            -Common
      stock - $0.001 par value250,000,000
      shares authorized; 1,804,791 and80,469,940
      shares issued and outstanding as ofApril
      30, 2010 and 2009
            6
            $
            1,805
            $
            80,470Additional
      paid-in capital
            
            
            5,206,969
            
            4,143,452Accumulated
      deficits
            
            
            (5,244,919)
            
            (6,442,860)Accumulated
      other comprehensive loss
            
            
            (4,870)
            
            (68,591)$
            (41,015)
            $
            (2,287,528)TOTAL
      LIABILITIES ANDSTOCKHOLDERS’
      EQUITY
            
            $
            1,001
            $
            937,532





See
accompanying notes to consolidated financial statements














CN
      DRAGON CORPORATION (FORMERLY WAVELIT, INC.)CONSOLIDATED
      STATEMENTS OF INCOME AND COMPREHENSIVE INCOMEFOR
      THE YEARS ENDED APRIL 30, 2010 AND 2009(Stated
      in US Dollars)





Years
      ended April 30,Note
            
            2010
            
            2009Net
      revenues
            
            $
            341
            $
            27,752Cost
      of net revenues
            
            
            -
            
            (120,693)Gross
      profit/(loss)
            
            
            341
            
            (92,941)Operating
      expenses:Selling
      and distribution
            
            
            -
            
            -General
      and administrative
            
            
            (130,546)
            
            (1,172,697)Loss
      before income taxes
            
            
            (130,205)
            
            (1,265,639)Income
      taxes
            7
            
            -
            
            -Net
      loss
            
            
            (130,205)
            
            (1,265,639)Other
      comprehensive income:Foreign
      currency translation adjustment
            
            
            -
            
            4,222Debt
      Forgiveness
            
            
            -
            
            42,000Discontinued
      operationsLoss
      of disposal, net of tax
            
            
            (761,818)
            
            -Comprehensive
      loss
            
            $
            (892,023)
            $
            (1,219,417)Basic
      and diluted loss per share
            6
            $
            (0.4942)
            $
            (0.0197)Weighted
      average number of shareoutstanding
            6
            
            1,804,791
            
            61,803,436










See
accompanying notes to consolidated financial statements










CN
      DRAGON CORPORATION (FORMERLY WAVELIT, INC.)CONSOLIDATED
      STATEMENTS OF STOCKHOLDERS’ EQUITYAND
      ACCUMULATED OTHER COMPREHENSIVE INCOMEFOR
      THE YEARS ENDED APRIL 30, 2010 AND 2009(Stated
      in US Dollars)





AccumulatedAdditional
            
            
            
            otherPreferred
      stock
            
            Common
      stock
            
            paid-in
            
            Accumulated
            
            comprehensiveNumber
      of
            Number
      of
            
            Amount
            
            capital
            
            deficit
            
            income
            
            Totalshare
            
            shareBalance,
      May 1, 2008
            -
            
            46,319,945
            $
            46,320
            $
            3,386,759
            $
            (5,420,252)
            $
            (27,172)
            $
            (1,841,143)Issuance
      of share capital
            -
            
            42,650,000
            
            42,650
            
            1,298,985
            
            -
            
            -
            
            1,341,635Share
      Cancelation
            -
            
            (8,500,000)
            
            (8,500)
            
            (694,635)
            
            -
            
            -
            
            (703,135)Net
      loss
            -
            
            -
            
            -
            
            -
            
            (1,219,417)
            
            -
            
            (1,219,417)Foreign
      currencytranslation
      adjustment
            -
            
            -
            
            -
            
            -
            
            -
            
            (41,419)
            
            (41,419)Comprehensive
      Gain
            -
            
            -
            
            -
            
            -
            
            -
            
            -
            
            175,951Balance,
      April 30, 2009
            -
            
            80,469,945
            $
            80,470
            $
            3,991,109
            $
            (6,639,669)
            $
            (68,591)
            $
            (2,287,528)Balance,
      May 1, 2009
            -
            
            80,469,945
            $
            80,470
            $
            3,991,109
            $
            (6,639,669)
            $
            (68,591)
            $
            (2,287,528)Issuance
      of share capital
            -
            
            100,000,000
            
            100,000
            
            1,679,708
            
            -
            
            -
            
            1,779,708Reverse
      split
            -
            
            (178,665,154)
            
            (178,665)
            
            178,665
            
            -
            
            -
            
            -Discontinued
      operations?
            -
            
            -
            
            -
            
            (642,513)
            
            2,286,773
            
            -
            
            1,644,260Net
      income
            -
            
            -
            
            -
            
            -
            
            (892,023)
            
            -
            
            (892,023)Foreign
      currencytranslation
      adjustment
            -
            
            -
            
            -
            
            -
            
            -
            
            63,721
            
            63,721Comprehensive
      Loss
            -
            
            -
            
            -
            
            -
            
            -
            
            -
            
            (349,153)Balance,
      April 30, 2010
            -
            
            1,804,791
            $
            1,805
            $
            5,206,969
            $
            (5,244,919)
            $
            (4,870)
            $
            (41,015)










See
accompanying notes to consolidated financial statements










CN
      DRAGON CORPORATION (FORMERLY WAVELIT, INC.)CONSOLIDATED
      STATEMENTS OF CASH FLOWSFOR
      THE YEARS ENDED APRIL 30, 2010 AND 2009(Stated
      in US Dollars)





For
      the years ended April 30,2010
            
            2009Cash
      flows from operating activitiesNet
      loss
            $
            (892,023)
            $
            (1,219,417)Depreciation
            
            1,000
            
            33,588Discontinued
      operations
            
            761,818
            
            -Adjustments
      to reconcile net income to net cash providedby
      operating activities:Accounts
      receivable
            
            -
            
            9,218Deposits
      and prepaid expense
            
            -
            
            81,173Bank
      overdraft
            
            -
            
            1,238Amounts
      due to the related companies
            
            -
            
            976,536Accounts
      payable
            
            -
            
            7,505Compensation
      payable
            
            -
            
            (6,976)Net
      cash used in operating activities
            
            (129,205)
            
            (117,135)Cash
      flows from investing activitiesDisposal
      of intangible asset
            
            -
            
            900Disposal
      of plant and equipment
            
            -
            
            35,366Net
      cash used in investing activities
            
            -
            
            36,266Cash
      flows from financing activitiesLoans
      payable to stockholders
            
            -
            
            (475,466)Proceeds
      from issuance of common stock
            
            -
            
            592,384Net
      cash provided by financing activities
            
            -
            
            116,918Net
      cash and cash equivalents sourced
            
            (129,205)
            
            (1,238)Effect
      of foreign currency translation on cash and cashequivalents
            
            130,205
            
            -Cash
      and cash equivalents – beginning of year
            
            -
            
            894Cash
      and cash equivalents – end of year
            $
            1,000
            $
            -





See
accompanying notes to consolidated financial statements











CN
DRAGON CORPORATION (FORMERLY WAVELIT, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEARS ENDED APRIL 30, 2010 AND 2009


(Stated
in US Dollars)





1.  ORGANIZATION
AND PRINCIPAL ACTIVITIES





CN Dragon
Corporation (formerly Wavelit, Inc.) (“the Company”) was incorporated under the
laws of the State of Nevada on August 30, 2001, under the name Infotec Business
Systems, Inc. On June 8, 2007, we changed our name to Wavelit, Inc. On September
14, 2009, we changed our name to CN Dragon Corporation (formerly Wavelit, Inc.)
and began new business operations in the PRC.





On May
17, 2010, pursuant to the terms of the Agreement for Share Exchange, the Company
acquired CNDC Corporation (“CNDC BVI”), and its wholly-owned subsidiaries, CN
Dragon Holdings Limited (“CN Dragon Holdings”) and Zhengzhou Dragon Business
Limited (“Zhengzhou Dragon”). This transaction was accounted for as a “reverse
merger” with CNDC BVI deemed to be the accounting acquirer and the Company as
the legal acquirer.  Consequently, the assets and liabilities and the
historical operations that will be reflected in the financial statements for
periods prior to the Share Exchange will be those of CNDC BVI, recorded at its
historical cost basis. After completion of the Share Exchange, the Company’s
consolidated financial statements will include the assets and liabilities of
both the Company and CNDC BVI, the historical operations of CNDC BVI and the
operations of the Company and its subsidiaries from the closing date of the
Share Exchange.





CNDC BVI
was established under the laws of the British Virgin Islands on March 26, 2008.
The Company currently operates through itself and two subsidiaries, CN Dragon
Holdings Limited and Zhengzhou Dragon Business Limited which were incorporated
in Hong Kong and the People’s Republic of China (the PRC)
respectively.





The
Company and its subsidiaries (hereinafter, collectively referred to as (the
“Group”) are engaged and specialized in investment, development and fund
management in hospitality properties, as well as advisory and consulting
services to the hospitality, tourism and real estate industries in the
PRC.




2.  SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES





(a)
            Method
      of Accounting





The Group
maintains its general ledger and journals with the accrual method of accounting
for financial reporting purposes.  The financial statements and notes
are representations of management.  Accounting policies adopted by the
Group conform to generally accepted accounting principles in the United States
of America and have been consistently applied in the presentation of financial
statements.





(b)
            Principles
      of consolidation





The
consolidated financial statements are presented in US Dollars and include the
accounts of the Company and its subsidiaries.  All significant
inter-company balances and transactions are eliminated in
consolidation.





The
Company owned its subsidiaries soon after its inception and continued to own the
equity’s interests through April 30, 2010.  The following table
depicts the identity of the subsidiaries:





Date
      of
            
            
            
            
            Share
      capital/Disposal
      (D)/
            Place
      & date of Incorporation
            
            Attributable
      equity Interest %
            
            registeredName
      of subsidiary
            Acquisition(A)
            incorporation
            
            interest
      %
            
            capitalPrecision
      Aviation, Inc.
            February
      29,
            USA
            
            Nil
            
            -2009
      (D)Galaxy
      Networks, Inc.
            February
      18,
            USA
            
            100
            
            -2009
      (D)Galaxy
      Networks, Inc.
            February
      18,
            Canada
            
            100
            
            -2009
      (D)China
      Teletech Limited (fka. Stream Horizons Studio, Inc.)
            February
      18,
              2009
      (D)
            Canada
            
            100
            
            -CNDC
      Corporation
            May
      17, 2010
            British
      Virgin Islands/(A)
            March
      26, 2008
            
            100
            
            US$1CN
      Dragon Holdings Limited
            May
      17, 2010
            Hong
      Kong/Mar 5, 2008
            
            100
            
            HK$1(A)Zhengzhou
      Dragon Business Limited
            May
      17, 2010
            PRC/Sep
      12, 2008
            
            100
            
            HK$3,000,000(A)




(c)
            Economic
      and political risks





The
Group’s operations are conducted in Hong Kong and the PRC. Accordingly, the
Group’s business, financial condition and results of operations may be
influenced by the political, economic and legal environment in the PRC, and by
the general state of the PRC economy.





The
Group’s operations in the PRC are subject to special considerations and
significant risks not typically associated with companies in North America and
Western Europe. These include risks associated with, among others, the
political, economic and legal environment and foreign currency exchange. The
Group’s results may be adversely affected by changes in the political and social
conditions in the PRC, and by changes in governmental policies with respect to
laws and regulations, anti-inflationary measures, currency conversion,
remittances abroad, and rates and methods of taxation, among other
things.





(d)
            Property,
      plant and equipment





Property,
plant and equipment are carried at cost less accumulated
depreciation.  Depreciation is provided over their estimated useful
lives, using the straight-line method.





The cost
and related accumulated depreciation of assets sold or otherwise retired are
eliminated from the accounts and any gain or loss is included in the statement
of income. The cost of maintenance and repairs is charged to income as incurred,
whereas significant renewals and betterments are capitalized.





(e)
            Trade
      receivables





Trade
      receivables are recognized and carried at the original invoice amount less
      allowance for any uncollectible amounts. An allowance for uncollectible
      accounts is maintained for all customers in considering with a variety of
      factors, including the length of past due, significant one-time events and
      the Group’s historical experience. Bad debts are written off as
      incurred.




(f)
            Accounting
      for the impairment of long-lived
assets





The
      Group periodically evaluates the carrying value of long-lived assets to be
      held and used, including intangible assets subject to amortization, when
      events and circumstances warrant such a review, pursuant to the guidelines
      established in ASC 360. The carrying value of a long-lived asset is
      considered impaired when the anticipated undiscounted cash flow from such
      asset is separately identifiable and is less than its carrying value. In
      that event, a loss is recognised based on the amount by which the carrying
      value exceeds the fair market value of the long-lived asset. Fair market
      value is determined primarily using the anticipated cash flows discounted
      at a rate commensurate with the risk involved. Losses on long-lived assets
      to be disposed of are determined in a similar manner, except that fair
      market values are reduced for the cost to
  dispose.





During
the reporting period, there was no impairment loss.





(g)
            Foreign
      currency translation





The
accompanying financial statements are presented in United States dollars. The
functional currency of the Group is the Hong Kong dollars (HKD) and Renminbi
(RMB).  The financial statements are translated into United States
dollars from HKD and RMB at year-end exchange rates as to assets and liabilities
and average exchange rates as to revenues and expenses. Capital accounts are
translated at their historical exchange rates when the capital transactions
occurred.





Year
      ended
            
            April
      30, 2010
            
            April
      30, 2009RMB
      : USD exchange rate
            
            6.8358
            
            6.8352Average
      period endedRMB
      : USD exchange rate
            
            6.8375
            
            6.8666





Year
      ended
            
            April
      30, 2010
            
            April
      30, 2009HKD
      : USD exchange rate
            
            7.7660
            
            7.7505Average
      period endedHKD
      : USD exchange rate
            
            7.7555
            
            7.7740




The RMB
is not freely convertible into foreign currency and all foreign exchange
transactions must take place through authorized institutions.  No
representation is made that the RMB amounts could have been, or could be,
converted into US$ at the rates used in translation.




(h)
            Cash
      and cash equivalents





The Group
considers all highly liquid investments purchased with original maturities of
three months or less to be cash equivalents. The Group maintains bank accounts
only in the PRC and Hong Kong. The Group does not maintain any bank accounts in
the United States of America.





(i)
            Revenue
      recognition





Revenue
is recognized when all of the following criteria are met:





-
Persuasive evidence of an arrangement exists;


-
Delivery has occurred or services have been rendered;


- The
seller’s price to the buyer is fixed or determinable; and


-
Collection is reasonably assured.




(j)
            Operating
      lease rental





The Group
did not have leases which met the criteria of a capital lease. Leases which do
not qualify as capital leases are classified as operating leases. Operating
lease rental payment has nil included in general and administrative expenses for
the years ended April 30, 2010 and 2009.





(k)
            Income
      taxes





The Group
accounts for income taxes using an asset and liability approach and allows for
recognition of deferred tax benefits in future years.  Under the asset
and liability approach, deferred taxes are provided for the net tax effects of
temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax
purposes.  A valuation allowance is provided for deferred tax assets
if it is more likely than not these items will either expire before the Group is
able to realize their benefits, or that future realization is
uncertain.




(l)  Cash
and concentration of risk





Cash
includes cash on hand and demand deposits in bank accounts maintained within PRC
and Hong Kong.  Total cash in these banks at April 30, 2010 amounted
to $1,000, of which no deposits are covered by Federal Depository Insured
Commission.  The Group has not experienced any losses in such accounts
and believes it is not exposed to any risks on its cash in bank
accounts.




(m)
Comprehensive income





Comprehensive
income is defined to include all changes in equity except those resulting from
investments by owners and distributions to owners.  Among other
disclosures, all items that are required to be recognized under current
accounting standards as components of comprehensive income are required to be
reported in a financial statement that is presented with the same prominence as
other financial statements.  The Group’s current component of
comprehensive income is net income and foreign currency translation
adjustment.




(n)
Recent accounting pronouncements




ASC 105,
Generally Accepted Accounting Principles (“ASC 105”) (formerly Statement of
Financial Accounting Standards No. 168, The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles a
replacement of FASB Statement No. 162) reorganized by topic existing accounting
and reporting guidance issued by the Financial Accounting Standards Board
(“FASB”) into a single source of authoritative generally accepted accounting
principles (“GAAP”) to be applied by nongovernmental entities. All guidance
contained in the Accounting Standards Codification (“ASC”) carries an equal
level of authority. Rules and interpretive releases of the Securities and
Exchange Commission (“SEC”) under authority of federal securities laws are also
sources of authoritative GAAP for SEC registrants. Accordingly, all other
accounting literature will be deemed “non-authoritative”. ASC 105 is effective
on a prospective basis for financial statements issued for interim and annual
periods ending after September 15, 2009. The Company has implemented the
guidance included in ASC 105 as of July 1, 2009. The implementation of this
guidance changed the Company’s references to GAAP authoritative guidance but did
not impact the Company’s financial position or results of
operations.





ASC 855,
Subsequent Events (“ASC 855”) (formerly Statement of Financial Accounting
Standards No. 165, Subsequent Events) includes guidance that was issued by the
FASB in May 2009, and is consistent with current auditing standards in defining
a subsequent event. Additionally, the guidance provides for disclosure regarding
the existence and timing of a company’s evaluation of its subsequent events. ASC
855 defines two types of subsequent events, “recognized” and “non-recognized”.
Recognized subsequent events provide additional evidence about conditions that
existed at the date of the balance sheet and are required to be reflected in the
financial statements. Non-recognized subsequent events provide evidence about
conditions that did not exist at the date of the balance sheet but arose after
that date and, therefore; are not required to be reflected in the financial
statements. However, certain non-recognized subsequent events may require
disclosure to prevent the financial statements from being misleading. This
guidance was effective prospectively for interim or annual financial periods
ending after June 15, 2009. The Company implemented the guidance included in ASC
855 as of April 1, 2009. The effect of implementing this guidance was not
material to the Company’s financial position or results of
operations.





ASC 944,
Financial Services – Insurance (“ASC 944”) contains guidance that was previously
issued by the FASB in May 2008 as Statement of Financial Accounting Standards
No. 163, Accounting for Financial Guarantee Insurance Contracts – an
interpretation of FASB Statement No. 60 that provides for changes to both the
recognition and measurement of premium revenues and claim liabilities for
financial guarantee insurance contracts that do not qualify as a derivative
instrument in accordance with ASC 815, Derivatives and Hedging (formerly
included under Statement of Financial Accounting Standards No. 133, Accounting
for Derivative Instruments and Hedging Activities). This financial guarantee
insurance contract guidance also expands the disclosure requirements related to
these contracts to include such items as a company’s method of tracking insured
financial obligations with credit deterioration, financial information about the
insured financial obligations, and management’s policies for placing and
monitoring the insured financial obligations. ASC 944, as it relates to
financial guarantee insurance contracts, was effective for fiscal years
beginning after December 15, 2008, except for certain disclosures related to the
insured financial obligations, which were effective for the third quarter of
2008. The Company does not have financial guarantee insurance products, and,
accordingly, the implementation of this portion of ASC 944 did not have an
effect on the Company’s results of operations or financial
position.





ASC 805,
Business Combinations (“ASC 805”) (formerly included under Statement of
Financial Accounting Standards No. 141 (revised 2007), Business Combinations)
contains guidance that was issued by the FASB in December 2007. It requires the
acquiring entity in a business combination to recognize all assets acquired and
liabilities assumed in a transaction at the acquisition-date fair value, with
certain exceptions. Additionally, the guidance requires changes to the
accounting treatment of acquisition related items, including, among other items,
transaction costs, contingent consideration, restructuring costs,
indemnification assets and tax benefits. ASC 805 also provides for a substantial
number of new disclosure requirements. ASC 805 also contains guidance that was
formerly issued as FSP FAS 141(R)-1, Accounting for Assets Acquired and
Liabilities Assumed in a Business Combination That Arise from Contingencies
which was intended to provide additional guidance clarifying application issues
regarding initial recognition and measurement, subsequent measurement and
accounting, and disclosure of assets and liabilities arising from contingencies
in a business combination. ASC 805 was effective for business combinations
initiated on or after the first annual reporting period beginning after December
15, 2008. The Company implemented this guidance effective January 1, 2009.
Implementing this guidance did not have an effect on the Company’s financial
position or results of operations; however it will likely have an impact on the
Company’s accounting for future business combinations, but the effect is
dependent upon acquisitions, if any, that are made in the future.




ASC 810,
Consolidation (“ASC 810”) includes new guidance issued by the FASB in December
2007 governing the accounting for and reporting of noncontrolling interests
(previously referred to as minority interests). This guidance established
reporting requirements which include, among other things, that noncontrolling
interests be reflected as a separate component of equity, not as a liability. It
also requires that the interests of the parent and the noncontrolling interest
be clearly identifiable. Additionally, increases and decreases in a parent’s
ownership interest that leave control intact shall be reflected as equity
transactions, rather than step acquisitions or dilution gains or losses. This
guidance also requires changes to the presentation of information in the
financial statements and provides for additional disclosure requirements. ASC
810 was effective for fiscal years beginning on or after December 15, 2008. The
Company implemented this guidance as of January 1, 2009. The effect of
implementing this guidance was not material to the Company’s financial position
or results of operations.





ASC 825,
Financial Instruments (“ASC 825”) includes guidance which was issued in February
2007 by the FASB and was previously included under Statement of Financial
Accounting Standards No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities Including an amendment of FASB Statement No. 115. The
related sections within ASC 825 permit a company to choose, at specified
election dates, to measure at fair value certain eligible financial assets and
liabilities that are not currently required to be measured at fair value. The
specified election dates include, but are not limited to, the date when an
entity first recognizes the item, when an entity enters into a firm commitment
or when changes in the financial instrument causes it to no longer qualify for
fair value accounting under a different accounting standard. An entity may elect
the fair value option for eligible items that exist at the effective date. At
that date, the difference between the carrying amounts and the fair values of
eligible items for which the fair value option is elected should be recognized
as a cumulative effect adjustment to the opening balance of retained earnings.
The fair value option may be elected for each entire financial instrument, but
need not be applied to all similar instruments. Once the fair value option has
been elected, it is irrevocable. Unrealized gains and losses on items for which
the fair value option has been elected will be reported in earnings. This
guidance was effective as of the beginning of fiscal years that began after
November 15, 2007. The Company does not have eligible financial assets and
liabilities, and, accordingly, the implementation of ASC 825 did not have an
effect on the Company’s results of operations or financial
position.




ASC 820,
Fair Value Measurements and Disclosures (“ASC 820”) (formerly included under
Statement of Financial Accounting Standards No. 157, Fair Value Measurements)
includes guidance that was issued by the FASB in September 2006 that created a
common definition of fair value to be used throughout generally accepted
accounting principles. ASC 820 applies whenever other standards require or
permit assets or liabilities to be measured at fair value, with certain
exceptions. This guidance established a hierarchy for determining fair value
which emphasizes the use of observable market data whenever available. It also
required expanded disclosures which include the extent to which assets and
liabilities are measured at fair value, the methods and assumptions used to
measure fair value and the effect of fair value measures on earnings. ASC 820
also provides additional guidance for estimating fair value when the volume and
level of activity for the asset or liability have significantly decreased. The
emphasis of ASC 820 is that fair value is the price that would be received to
sell an asset or paid to transfer a liability in an orderly transaction between
willing market participants, under current market conditions. ASC 820 also
further clarifies the guidance to be considered when determining whether or not
a transaction is orderly and clarifies the valuation of securities in markets
that are not active. This guidance includes information related to a company’s
use of judgment, in addition to market information, in certain circumstances to
value assets which have inactive markets.





Fair
value guidance in ASC 820 was initially effective for fiscal years beginning
after November 15, 2007 and for interim periods within those fiscal years for
financial assets and liabilities. The effective date of ASC 820 for all
non-recurring fair value measurements of nonfinancial assets and nonfinancial
liabilities was fiscal years beginning after November 15, 2008. Guidance related
to fair value measurements in an inactive market was effective in October 2008
and guidance related to orderly transactions under current market conditions was
effective for interim and annual reporting periods ending after June 15,
2009.





The
Company applied the provisions of ASC 820 to its financial assets and
liabilities upon adoption at January 1, 2008 and adopted the remaining
provisions relating to certain nonfinancial assets and liabilities on January 1,
2009. The difference between the carrying amounts and fair values of those
financial instruments held upon initial adoption, on January 1, 2008, was
recognized as a cumulative effect adjustment to the opening balance of retained
earnings and was not material to the Company’s financial position or results of
operations. The Company implemented the guidance related to orderly transactions
under current market conditions as of April 1, 2009, which also was not material
to the Company’s financial position or results of operations.




In August
2009, the FASB issued ASC Update No. 2009-05, Fair Value Measurements and
Disclosures (Topic 820): Measuring Liabilities at Fair Value (“ASC Update No.
2009-05”). This update amends ASC 820, Fair Value Measurements and Disclosures
and provides further guidance on measuring the fair value of a liability. The
guidance establishes the types of valuation techniques to be used to value a
liability when a quoted market price in an active market for the identical
liability is not available, such as the use of an identical or similar liability
when traded as an asset. The guidance also further clarifies that a quoted price
in an active market for the identical liability at the measurement date and the
quoted price for the identical liability when traded as an asset in an active
market when no adjustments to the quoted price of the asset are required are
both Level 1 fair value measurements. If adjustments are required to be applied
to the quoted price, it results in a level 2 or 3 fair value measurement. The
guidance provided in the update is effective for the first reporting period
(including interim periods) beginning after issuance. The Company does not
expect that the implementation of ASC Update No. 2009-05 will have a material
effect on its financial position or results of operations.





In
September 2009, the FASB issued ASC Update No. 2009-12, Fair Value Measurements
and Disclosures (Topic 820): Investments in Certain Entities that Calculate Net
Asset Value per Share (or Its Equivalent) (“ASC Update No. 2009-12”). This
update sets forth guidance on using the net asset value per share provided by an
investee to estimate the fair value of an alternative investment. Specifically,
the update permits a reporting entity to measure the fair value of this type of
investment on the basis of the net asset value per share of the investment (or
its equivalent) if all or substantially all of the underlying investments used
in the calculation of the net asset value is consistent with ASC 820. The update
also requires additional disclosures by each major category of investment,
including, but not limited to, fair value of underlying investments in the major
category, significant investment strategies, redemption restrictions, and
unfunded commitments related to investments in the major category. The
amendments in this update are effective for interim and annual periods ending
after December 15, 2009 with early application permitted. The Company does not
expect that the implementation of ASC Update No. 2009-12 will have a material
effect on its financial position or results of operations.





In June
2009, FASB issued Statement of Financial Accounting Standards No. 167,
Amendments to FASB Interpretation No. 46(R) (“Statement No. 167”). Statement No.
167 amends FASB Interpretation No. 46R, Consolidation of Variable Interest
Entities an interpretation of ARB No. 51 (“FIN 46R”) to require an analysis to
determine whether a company has a controlling financial interest in a variable
interest entity. This analysis identifies the primary beneficiary of a variable
interest entity as the enterprise that has a) the power to direct the activities
of a variable interest entity that most significantly impact the entity’s
economic performance and b) the obligation to absorb losses of the entity that
could potentially be significant to the variable interest entity or the right to
receive benefits from the entity that could potentially be significant to the
variable interest entity. The statement requires an ongoing assessment of
whether a company is the primary beneficiary of a variable interest entity when
the holders of the entity, as a group, lose power, through voting or similar
rights, to direct the actions that most significantly affect the entity’s
economic performance. This statement also enhances disclosures about a company’s
involvement in variable interest entities. Statement No. 167 is effective as of
the beginning of the first annual reporting period that begins after November
15, 2009. Although Statement No. 167 has not been incorporated into the
Codification, in accordance with ASC 105, the standard shall remain
authoritative until it is integrated. The Company does not expect the adoption
of Statement No. 167 to have a material impact on its financial position or
results of operations.




In June
2009, the FASB issued Statement of Financial Accounting Standards No. 166,
Accounting for Transfers of Financial Assets an amendment of FASB Statement No.
140 (“Statement No. 166”). Statement No. 166 revises FASB Statement of Financial
Accounting Standards No. 140, Accounting for Transfers and Extinguishment of
Liabilities a replacement of FASB Statement 125 (“Statement No. 140”) and
requires additional disclosures about transfers of financial assets, including
securitization transactions, and any continuing exposure to the risks related to
transferred financial assets. It also eliminates the concept of a “qualifying
special-purpose entity”, changes the requirements for derecognizing financial
assets, and enhances disclosure requirements. Statement No. 166 is effective
prospectively, for annual periods beginning after November 15, 2009, and interim
and annual periods thereafter. Although Statement No. 166 has not been
incorporated into the Codification, in accordance with ASC 105, the standard
shall remain authoritative until it is integrated. The Company does not expect
the adoption of Statement No. 166 will have a material impact on its financial
position or results of operations.




3.   CONCENTRATIONS
OF CREDIT RISK AND MAJOR CUSTOMERS





Financial
instruments which potentially expose the Group to concentrations of credit risk,
consists of cash and trade receivables as of April 30, 2010 and 2009. The Group
performs ongoing evaluations of its cash position and credit evaluations to
ensure collections and minimize losses.





For the
years ended April 30, 2010 and 2009, all of the Group’s sales were generated
from Hong Kong.





The
maximum amount of loss due to credit risk that the Group would incur if the
counter parties to the financial instruments failed to perform is represented
the carrying amount of each financial asset in the balance sheet.





Normally
the Group does not obtain collateral from customers or debtors.





As of
April 30, 2010 and 2009, no customer accounted for 10% of the Group’s trade
receivables.





4.   PROPERTY,
PLANT AND EQUIPMENT, NET





Details
of property, plant and equipment, net are as follows:





2010
            
            2009At
      costComputer
      equipment and software
            $
            -
            $
            301,419Demonstration
      equipment
            
            -
            
            2,635Studio
      Equipment
            
            -
            
            71,690Office
      equipment
            
            -
            
            5,215-
            
            380,959Less:
      accumulated depreciation
            
            -
            
            (162,207)$
            -
            $
            218,752





Depreciation
expenses are included in the statements of income as follows:





2010
            
            2009General
      and administrative expenses
            $
            1,000
            $
            33,588








5.  AMOUNTS
DUE TO THE RELATED COMPANIES





The
amounts due to the related companies are unsecured, interest free and repayable
on demand.




6.  SHARE
CAPITAL








The
calculation of the basic and diluted earnings per share attributable to the
share capital holder is based on the following data:





For
      the years ended April 30,2010
            
            2009Earnings:Earnings
      for the purpose of basic loss per share
            $
            (892,023)
            $
            (1,219,417)Effect
      of dilutive potential share capital
            
            -
            
            -Earnings
      for the purpose of diluted earnings (loss) pershare
            $
            (892,023)
            $
            (1,219,417)Number
      of shares:Weighted
      average number of share capital for the purposeof
      basic earnings (loss) per share
            
            1,804,791
            
            61,803,436Effect
      of dilutive potential share capital
            
            -
            
            -Weighted
      average number of share capital for the purposeof
      dilutive earnings (loss) per share
            
            1,804,791
            
            61,803,436








7.  INCOME
TAXES





The
Company is not subject to any income tax as there are no estimated assessable
profits for the years ended April 30, 2010 and 2009.





No
deferred tax has been provided as there is no material temporary difference
arising for the years ended April 30, 2010 and 2009.




8.  UNCERTAINTY
OF ABILITY TO CONTINUE AS A GOING CONCERN





The
Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. The Company has not generated significant revenues since inception and
has never paid any dividends and is unlikely to pay dividends or generate
significant earnings in the immediate or foreseeable future. The continuation of
the Company as a going concern is dependent upon the ability of the Company to
obtain necessary equity financing to continue operations and the attainment of
profitable operations. The management will seek to raise funds from
shareholders.





For the
year ended April 30, 2010, the Company has generated revenue of $341 and has
incurred an accumulated deficit $5,244,919. As of April 30, 2010, its current
liabilities exceed its current assets by $41,015, which may not be sufficient to
pay for the operating expenses in the next 12 months. These financial statements
do not include any adjustments relating to the recoverability and classification
of recorded asset amounts and classification of liabilities that might be
necessary should the Company be unable to continue as a going concern. These
factors noted above raise substantial doubts regarding the Company's ability to
continue as a going concern.








9.  SUBSEQUENT
EVENT





On May
17, 2010, the Company completed a Share Exchange Agreement with CNDC Group Ltd,
wherein the Company acquired 100% of CNDC Corporation (“CNDC”), a hotel
management, development and consulting company. In exchange, the Company issued
42,000,000 restricted shares of our common stock to CNDC Group Ltd, placing CNDC
Group Ltd as the majority shareholder of the Company. The acquisition was
described by the Company on a Current Report on Form 8-K filed with the
Securities and Exchange Commission dated 21 May, 2010. All the operations of
CNDC have become the operations of the Company and the Company intends to carry
on CNDC’s business as the company’s sole line of business.





The
Company has evaluated all other subsequent events through August 13, 2010, the
date these consolidated financial statements were issued, and determined that
there were no other subsequent events or transactions that require recognition
or disclosures in the financial statements.