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 March 31, 2012





[  ]
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 since June 27, 2012 (an aggregate 19,463,291 out of a total of 81,010,491 shares outstanding) was approximately $1,654,380 computed by reference to the closing price of $0.085, 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 June 27, 2012, there were 81,010,491 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 engaging in consulting business. CNDC was incorporated under the laws of the British Virgin Islands on March 26, 2008. CNDC operates through its wholly-owned subsidiary, CN Dragon Holdings Ltd, which was incorporated in Hong Kong. At the very beginning, we have been providing consulting and management services to hotel investors and owners in the PRC. We offer financial advisory services to clients.





Operations Management





CNDC’s underlying goal is to enhance 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 provide integrated investment and added-value solutions for businesses. Services offered include 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.





Employees





CNDC has been hiring 1 part-time employee at March 31, 2012 because the Company did not have projects on hand. When the timing is right, CNDC will hire additional full time employees to implement its plans to expand its business.





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 an 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.), represents 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 consultant 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 consultant service in Hong Kong. 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.





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 Hong Kong. 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.





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.  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 March 31, 2012 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
Low2010
Second Quarter
$1.05
$0.15Third Quarter
$0.50
$0.15Fourth Quarter
$0.45
$0.152011
First Quarter
$0.20
$0.15High
Low2011
Second Quarter
$0.15
$0.15Third Quarter
$0.15
$0.15Fourth Quarter
$0.25
$0.022012
First Quarter
$0.03
$0.02





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 March 31, 2012, we had 121 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 March 31, 2012 and 2011, 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 March 31, 2012.  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 %

capitalCNDC Corporation
May 17, 2010
British Virgin Islands/(A)
March 26, 2008

100

US$1CN Dragon Holdings Limited
May 17, 2010
Hong Kong

100

HK$1(A)
Mar 5, 2008Zhengzhou Dragon Business Limited
May 17, 2010
PRC/Sep 12, 2008

100

HK$3,000,000(A)
(Deregistered onJuly 12, 2010)





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 $63,976 impairment loss for goodwill.





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 Hong Kong.  Total cash in these banks at March 31, 2012 amounted to $34,434, 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 March 31, 2012 and 2011





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

March 31, 2012

US$
Year-ended

March 31, 2011

US$Net Revenues
109,040
451,710Cost of Net Revenue
(16,462)
(391,388)Gross Profit
92,578
60,322Operating Expenses:

Selling and Distribution

General and administrative
-

(1,549,778)
-

(958,097)Income (Loss) Before Income Taxes
(1,457,200)
(897,775)Income Taxes
-
-Net Profit (Loss)
(1,457,200)
(897,775)








For the year ended March 31, 2012, we incurred a loss from operations of $1,457,200. Our principal areas of expenditure during the period were for Accounting and Legal fees, and staffing fees.





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





Recent Accounting Pronouncements





In January 2011, the FASB issued ASU 2011-01, “Receivables (Topic 310): Deferral of the Effective Date of Disclosures about Troubled Debt Restructurings in Update No. 2010-20”, which temporarily delay the effective date of the disclosures about troubled debt restructurings in ASU No. 2010-20, Receivables (Topic 310): Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses, for public entities. The delay is intended to allow the FASB time to complete its deliberations on what constitutes a troubled debt restructuring. The effective date of the new disclosures about troubled debt restructurings for public entities and the guidance for determining what constitutes a troubled debt restructuring will then be coordinated. Currently, that guidance is anticipated to be effective for interim and annual periods ending after June 15, 2011. The deferral in ASU 2011-01 is effective January 19, 2011 (date of issuance).





In April 2011, the FASB issued ASU 2011-02, “A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring”, which clarifies when creditors should classify loan modifications as troubled debt restructurings. The guidance is effective for interim and annual periods beginning on or after June 15, 2011, and applies retrospectively to restructurings occurring on or after the beginning of the year. The guidance on measuring the impairment of a receivable restructured in a troubled debt restructuring is effective on a prospective basis. A provision in ASU 2011-02 also ends the FASB’s deferral of the additional disclosures about troubled debt restructurings as required by ASU 2010-20. The adoption of ASU 2011-02 is not expected to have a material impact on the Company’s financial condition or results of operations.





In April 2011, the FASB issued ASU 2011-03, Consideration of Effective Control on Repurchase Agreements, which deals with the accounting for repurchase agreements and other agreements that both entitle and obligate a transferor to repurchase or redeem financial assets before their maturity. ASU 2011-03 changes the rules for determining when these transactions should be accounted for as financings, as opposed to sales. The guidance in ASU 2011-03 is effective for the first interim or annual period beginning on or after December 15, 2011. The guidance should be applied prospectively to transactions or modifications of existing transactions that occur on or after the effective date. Early adoption is not permitted. The adoption of ASU 2011-03 is not expected to have a material impact on the Company’s financial condition or results of operation.





In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (“IFRS”). ASU 2011-04 clarifies some existing concepts, eliminates wording differences between U.S. GAAP and IFRS, and in some limited cases, changes some principles to achieve convergence between U.S. GAAP and IFRS. ASU 2011-04 results in a consistent definition of fair value and common requirements for measurement of and disclosure about fair value between U.S. GAAP and IFRS. ASU 2011-04 also expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. ASU 2011-04 will be effective for the Company beginning after December 15, 2011. The Company does not expect the adoption of ASU 2011-04 to have a material effect on its operating results or financial position.





In June 2011, the Financial Accounting Standard Board (“FASB”) issued Accounting Standard Update (“ASU”) 2011-05, Presentation of Comprehensive Income, which requires an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income, or in two separate but consecutive statements. ASU 2011-05 eliminates the option to present components of other comprehensive income as part of the statement of equity. ASU 2011-05 will be effective for the Company beginning after December 15, 2011. The Company does not expect the adoption of ASU 2011-05 to have a material effect on its operating results or financial position. However, it will impact the presentation of comprehensive income.





In July 2011, the FASB has issued Accounting Standards Update (ASU) No. 2011-06, Other Expenses (Topic 720): Fees Paid to the Federal Government by Health Insurers. This ASU amends the FASB Accounting Standards Codification TM (Codification) to provide guidance about how health insurers should recognize and classify in their income statements fees mandated by the "Patient Protection and Affordable Care Act," as amended by the "Health Care and Education Reconciliation Act." ASU 2011-06 represents a consensus of the EITF on Issue No. 10-H, “Fees Paid to the Federal Government by Health Insurers.” ASU 2011-06 requires that the liability for the fee be estimated and recorded in full once the entity provides qualifying health insurance in the applicable calendar year in which the fee is payable with a corresponding deferred cost that is amortized to expense using a straight-line method of allocation unless another method better allocates the fee over the calendar year that it is payable. ASU 2011-06 is effective for calendar years beginning after December 31, 2013, when the fee initially becomes effective.





In September 2011, the FASB has issued Accounting Standards Update (ASU) No. 2011-08, Intangibles—Goodwill and Other (Topic 350): Testing Goodwill for Impairment. ASU 2011-08 is intended to simplify how entities, both public and nonpublic, test goodwill for impairment. ASU 2011-08 permits an entity to first assess qualitative factors to determine whether it is "more likely than not" that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in Topic 350, Intangibles-Goodwill and Other. The more-likely-than-not threshold is defined as having a likelihood of more than 50%. ASU 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance.





In September 2011, the FASB has issued Accounting Standards Update (ASU) No. 2011-09, Compensation-Retirement Benefits-Multiemployer Plans (Subtopic 715-80): Disclosures about an Employer’s Participation in a Multiemployer Plan. ASU 2011-09 is intended to address concerns from various users of financial statements on the lack of transparency about an employer’s participation in a multiemployer pension plan. Users of financial statements have requested additional disclosure to increase awareness of the commitments and risks involved with participating in multiemployer pension plans. The amendments in this ASU will require additional disclosures about an employer’s participation in a multiemployer pension plan. Previously, disclosures were limited primarily to the historical contributions made to the plans. ASU 2011-09 applies to nongovernmental entities that participate in multiemployer plans. For public entities, ASU 2011-09 is effective for annual periods for fiscal years ending after December 15, 2011. For nonpublic entities, ASU 2011-09 is effective for annual periods for fiscal years ending after December 15, 2012. Early adoption is permissible for both public and nonpublic entities. ASU 2011-09 should be applied retrospectively for all prior periods presented.





In December 2011, the FASB has issued Accounting Standards Update (ASU) No. 2011-10, Property, Plant, and Equipment (Topic 360): Derecognition of in Substance Real Estate-a Scope Clarification. ASU No. 2011-10 is intended to resolve the diversity in practice about whether the guidance in Subtopic 360-20, Property, Plant, and Equipment—Real Estate Sales, applies to a parent that ceases to have a controlling financial interest (as described in Subtopic 810-10, Consolidation—Overall) in a subsidiary that is in substance real estate as a result of default on the subsidiary’s nonrecourse debt. This Update does not address whether the guidance in Subtopic 360-20 would apply to other circumstances when a parent ceases to have a controlling financial interest in a subsidiary that is in substance real estate. ASU 2011-10 should be applied on a prospective basis to deconsolidation events occurring after the effective date; with prior periods not adjusted even if the reporting entity has continuing involvement with previously derecognized in substance real estate entities. For public entities, ASU 2011-10 is effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2012. For nonpublic entities, ASU 2011-10 is effective for fiscal years ending after December 15, 2013, and interim and annual periods thereafter. Early adoption is permitted.





In December 2011, the FASB has issued Accounting Standards Update (ASU) No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities. ASU No. 2011-11 is intended to provide enhanced disclosures that will enable users of its financial statements to evaluate the effect or potential effect of netting arrangements on an entity’s financial position. This includes the effect or potential effect of rights of setoff associated with an entity’s recognized assets and recognized liabilities within the scope of this Update. The amendments require enhanced disclosures by requiring improved information about financial instruments and derivative instruments that are either (1) offset in accordance with either Section 210-20-45 or Section 815-10-45 or (2) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with either Section 210-20-45 or Section 815-10-45. An entity is required to apply the amendments for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented.





In December 2011, the FASB has issued Accounting Standards Update (ASU) No. 2011-12, Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. ASU No. 2011-11 is intended to supersede certain pending paragraphs in Accounting Standards Update No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income, to effectively defer only those changes in Update 2011-05 that relate to the presentation of reclassification adjustments out of accumulated other comprehensive income. The amendments will be temporary to allow the Board time to redeliberate the presentation requirements for reclassifications out of accumulated other comprehensive income for annual and interim financial statements for public, private, and non-profit entities. All other requirements in ASU No. 2011-05 are not affected by ASU No. 2011-12, including the requirement to report comprehensive income either in a single continuous financial statement or in two separate but consecutive financial statements. Public entities should apply these requirements for fiscal years, and interim periods within those years, beginning after December 15, 2011. Nonpublic entities should begin applying these requirements for fiscal years ending after December 15, 2012, and interim and annual periods thereafter.





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 have 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 March 31, 2012.  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 March 31, 2012, 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
40
President

Chief Executive Officer

Director
12/2009 – PresentChong Him Lau
47
Chief Financial Officer

Secretary

Treasurer

Director
12/2009 – PresentShing Hin Li
54
Director
08/2010 - 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 40 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 47 years old and holds a Bachelor of Business Accounting and MBA degrees from the University of South Australia.





Shing Hin Li - Director





Mr. Li is one of our directors. He was Senior Vice President of Rosedale Hotel Holdings Ltd, formally known as Wing On Travel Holdings Ltd (HKSE: 1189) from 2005 to 2010.  Mr. Li has over 20 years of Corporate & Strategic development & management experience in construction and property development as well as hotel and travel related sectors. His previous positions include Regional General Manager and Director of Memteck Products Pte, Ltd., a wholly owned subsidiary of Hanny Holdings, Ltd. (HKSE: 0275) from 1995 to 2005; and Regional General Manager and Director of Paul Y. Construction & Development (Asia) Ltd., a wholly owned subsidiary of PYI Corporation Ltd (HKSE: 0498) from 1991 to 1997. Mr. Li has a Master of Business Administration majoring in Finance from the University of Hull, UK (in 1993) and is a founding fellow of the Society of Project Managers in Singapore (in 1995).





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 March 31, 2012, 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

2012

0

0

0

0

0

0
0
0President, Chief Executive Officer, and Current Director

2011

0

0

0

0

0

0
0
0Chong Him Lau

2012

0

0

0

0

0

0
0
0Chief Financial  Officer, Secretary and Director

2011

0

0

0

0

0

0
0
0Shing Hin Li

2012

0

0

0

0

0

0
0
0Director

2011

0
0
0

0

0

0

0
0
0





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 81,010,491 issued and outstanding shares of our common stock 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
*Shing Hin Li(1)
0
*CNDC Group Ltd(2)
36,042,500
44.49%China Gate Holdings Ltd(2)
25,347,200
31.29%All Officers and Directors as  Group
157,000
*Total
61,546,700
75.97%





*           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 consulting group. CNDC was incorporated under the laws of the British Virgin Islands on March 26, 2008. CNDC operates through its wholly-owned subsidiary, CN Dragon Holdings Ltd, which was incorporated in Hong Kong. From its inception, CNDC has been engaged in providing consulting and management services.





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.





On August 26, 2010, the Company issued of 35,852,200 restricted shares of the Corporation’s common stock to CNDC Group, Ltd. upon conversion of a $1,792,610 convertible promissory note held by CNDC Group, Ltd.  The issuance of the securities was deemed to be exempt from registration under the Securities Act in reliance on Section 4(2) of the Securities Act of 1933 as a transaction by an issuer not involving any public offering.





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 and March 31, 2011.





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.





Audit Fees





Albert Wong & Co., CPA., billed us $10,000 and $10,000 in audit fees during the year ended March 31, 2012 and 2011 respectively.





Audit-Related Fees





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 March 31, 2012.





Tax and All Other Fees





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 March 31, 2012.





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 Albert Wong & Co., CPA., and the estimated fees related to these services.





With respect to the audit of our financial statements as of March 31, 2012, 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 March 31, 2012 and 2011Statements of Operations for the years ended March 31, 2012 and 2011Statement of Changes in Shareholders' Deficit for the years ended March 31, 2012 and 2011Statements of Cash Flows for the years ended March 31, 2012 and 2011Notes 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
10-K
8/15/2011Certificate 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
5/21/10Certification 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:  June 29, 2012
By:
/s/ Teck Fong Kong(Teck Fong Kong, President, Director, CEO)By:
/s/ Chong Him Lau(Chong Him Lau, Director, CFO)

























































































CN DRAGON CORPORATION





CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEARS ENDED MARCH 31, 2012 AND 2011


(Stated in US dollars)











CN DRAGON CORPORATION

















CONTENTS                                                                                       PAGES





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING 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



















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 (“the Company”)





Report of Independent Registered Public Accounting Firm





We have audited the accompanying consolidated balance sheet of CN Dragon Corporation and subsidiaries (“the Company”) as of March 31, 2012 and 2011 and the related consolidated statements of income, stockholders’ equity and cash flow 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 financial statements based on our audit.





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.





We were not engaged to examine management’s assertion about the effectiveness of the Company’s internal control over financial reporting as of March 31, 2012 included in the Company’s Item 9A “Controls and Procedures” in the Annual Report on Form 10-K and, accordingly, we do not express an opinion thereon.





In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of CN Dragon Corporation as of March 31, 2012 and 2011 and the results of its operations and its cash flow 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 7 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 7. 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.


June 28, 2012


Certified Public Accountants




















CN DRAGON CORPORATIONCONSOLIDATED BALANCE SHEETSAS AT MARCH 31, 2012 AND 2011(Stated in US Dollars)





As at,March 31,

March 31,Note

2012

2011ASSETSCurrent assetsCash and cash equivalents
2(l)
$
34,434
$
1,898Deposits and prepaid expense


13,845

18,320Other receivables


62,241

1,210,775Total current assets


110,520

1,230,993Property, plant and equipment, net
3

6,318

11,456Goodwill


-

63,967TOTAL ASSETS

$
116,838
$
1,306,416LIABILITIES ANDSTOCKHOLDERS’ EQUITYCurrent liabilitiesAccounts payable

$
38,808
$
69,003Accrued liabilities


246,811

209,155Loans payable to shareholders


288,115

14,583Other payables


1,000

18,248Total current liabilities


574,734

310,990TOTAL LIABILITIES

$
574,734
$
310,990








See accompanying notes to consolidated financial statements























CN DRAGON CORPORATIONCONSOLIDATED BALANCE SHEETS (Continued)AS AT MARCH 31, 2012 AND 2011(Stated in US Dollars)








As at,Note

March 31,

March 31,2012

2011STOCKHOLDERS’ 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; 81,010,491shares issued and outstandingas of March 31,2012 and March 31, 2011
4
$
81,011
$
81,011Additional paid-in capital


7,029,442

7,029,442Accumulated deficits


(9,197,048)

(7,739,848)Accumulated other comprehensive income/(loss)


1,628,699

1,624,821$
(457,896)
$
995,426TOTAL LIABILITIES ANDSTOCKHOLDERS’ EQUITY

$
116,838
$
1,306,416








See accompanying notes to consolidated financial statements















CN DRAGON CORPORATIONCONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOMEFOR THE YEARS ENDED MARCH 31, 2012 AND 2011(Stated in US Dollars)





Years ended March 31,Note

2012

2011Net revenues

$
109,040
$
451,710Cost of net revenues


(16,462)

(391,388)Gross profit


92,578

60,322Operating expenses:General and administrative


(1,549,778)

(958,097)Loss before income taxes


(1,457,200)

(897,775)Income taxes
5

-

-Net loss


(1,457,200)

(897,775)Other comprehensive income:Foreign currency translation adjustment


3,878

32,538Comprehensive loss

$
(1,453,322)
$
(865,238)Basic and diluted loss per share
4
$
(0.018)
$
(0.015)Weighted average number of shareoutstanding
4

81,010,491

58,664,189








See accompanying notes to consolidated financial statements







CN DRAGON CORPORATIONCONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITYAND ACCUMULATED OTHER COMPREHENSIVE INCOMEFOR THE YEARS ENDED MARCH 31,2012 AND 2011(Stated in US Dollars)





AccumulatedAdditional



otherPreferred stock

Common stock

paid-in

Accumulated

comprehensiveNumber of
Number of

Amount

capital

Deficit

income

Totalshare

shareBalance, May 1, 2010
-

43,804,791
$
43,805
$
5,979,550
$
(6,842,073)
$
57,639
$
(761,079)Issuance for service
-

1,353,500

1,354

553,581

-

-

554,935Issuance for share capital
-

35,852,200

35,852

496,311

-

-

532,163Net loss
-

-

-

-

(897,775)

-

(897,775)Foreign currency translation adjustment
-

-

-

-

-

1,567,182

1,567,182Balance, March 31, 2011
-

81,010,491
$
81,011
$
7,029,442
$
(7,739,848)
$
1,624,821
$
995,426

















AccumulatedAdditional



otherPreferred stock

Common stock

paid-in

Accumulated

comprehensiveNumber of
Number of

Amount

capital

Deficit

income

Totalshare

shareBalance, April 1, 2011
-

81,010,491
$
81,011
$
7,029,442
$
(7,739,848)
$
1,624,821
$
995,426Net loss
-

-

-

-

(1,457,200)

-

(1,457,200)Foreign currency translation adjustment
-

-

-

-

-

3,878

3,878Balance, March 31, 2012
-

81,010,491
$
81,011
$
7,029,442
$
(9,197,048)
$
1,628,699
$
(457,896)





See accompanying notes to consolidated financial statements























CN DRAGON CORPORATIONCONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE YEARS ENDED MARCH 31, 2012 AND 2011(Stated in US Dollars)





For the years ended,March 31, 2012

March 31, 2011Cash flows from operating activitiesNet loss
$
(1,457,200)
$
(897,775)Depreciation

1,504

11,100Loss on disposal of fixed assets

-

3,444Goodwill written off

63,967

353,607Adjustments to reconcile net income to net cash provided by operating activities:Accounts receivables

-

21,737Inventories

-

144,007Deposits and prepaid expense

4,475

232,603Other receivables

1,148,534

100,956Amounts due to the related companies



(1,785,707)Amounts due to shareholders



(105,430)Accounts payable

(30,195)

(221,639)Other payables

(17,248)

(1,106,743)Accrued liabilities

37,654

186,754Net cash used in operating activities

(248,509)

(3,063,086)Cash flows from investing activitiesDisposal of plant and equipment

-

277,625Acquisition of plant and equipment

-

(52,030)Net cash provided by/(used in) investing activities

-

225,595Cash flows from financing activitiesProceeds from issuance of common stock

-

1,087,099Net cash provided by financing activities

-

1,087,099Net cash and cash equivalents sourced (used)

(248,509)

(1,750,392)Effect of foreign currency translation on cashand cash equivalents

281,045

1,721,596Cash and cash equivalents – beginning of year

1,898

30,694Cash and cash equivalents – end of year
$
34,434
$
1,898
















See accompanying notes to consolidated financial statements


























CN DRAGON CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEARS ENDED MARCH 31, 2012 AND 2011


(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 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 in general consultant service, 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 March 31,2012.  The following table depicts the identity of the subsidiaries:





Date of


Attributable

Share capital/Disposal (D)/
Place & date of

equity

registeredName of subsidiary
Acquisition(A)
Incorporation

interest %

CapitalCNDC 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)
(Deregistered onJuly 12, 2010)





(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 recognized 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

March 31, 2012

March 31, 2011RMB : USD exchange rate

6.3185

6.5563Average period endedRMB : USD exchange rate

6.3968

6.7061





Year ended

March 31, 2012

March 31, 2011HKD : USD exchange rate

7.7644

7.7884Average period endedHKD : USD exchange rate

7.7777

7.7749





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 and $92,892 included in general and administrative expenses for the years ended March 31, 2012, and 2011 respectively.





(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 Hong Kong.  Total cash in these banks at March 31,2012 amounted to $33,433, 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





In April 2011, the FASB issued ASU 2011-02, “A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring”, which clarifies when creditors should classify loan modifications as troubled debt restructurings. The guidance is effective for interim and annual periods beginning on or after June 15, 2011, and applies retrospectively to restructurings occurring on or after the beginning of the year. The guidance on measuring the impairment of a receivable restructured in a troubled debt restructuring is effective on a prospective basis. A provision in ASU 2011-02 also ends the FASB’s deferral of the additional disclosures about troubled debt restructurings as required by ASU 2010-20. The adoption of ASU 2011-02 is not expected to have a material impact on the Company’s financial condition or results of operations.





In April 2011, the FASB issued ASU 2011-03, Consideration of Effective Control on Repurchase Agreements, which deals with the accounting for repurchase agreements and other agreements that both entitle and obligate a transferor to repurchase or redeem financial assets before their maturity. ASU 2011-03 changes the rules for determining when these transactions should be accounted for as financings, as opposed to sales. The guidance in ASU 2011-03 is effective for the first interim or annual period beginning on or after December 15, 2011. The guidance should be applied prospectively to transactions or modifications of existing transactions that occur on or after the effective date. Early adoption is not permitted. The adoption of ASU 2011-03 is not expected to have a material impact on the Company’s financial condition or results of operation.





In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (“IFRS”). ASU 2011-04 clarifies some existing concepts, eliminates wording differences between U.S. GAAP and IFRS, and in some limited cases, changes some principles to achieve convergence between U.S. GAAP and IFRS. ASU 2011-04 results in a consistent definition of fair value and common requirements for measurement of and disclosure about fair value between U.S. GAAP and IFRS. ASU 2011-04 also expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. ASU 2011-04 will be effective for the Company beginning after December 15, 2011. The Company does not expect the adoption of ASU 2011-04 to have a material effect on its operating results or financial position.





In June 2011, the Financial Accounting Standard Board (“FASB”) issued Accounting Standard Update (“ASU”) 2011-05, Presentation of Comprehensive Income, which requires an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income, or in two separate but consecutive statements. ASU 2011-05 eliminates the option to present components of other comprehensive income as part of the statement of equity. ASU 2011-05 will be effective for the Company beginning after December 15, 2011. The Company does not expect the adoption of ASU 2011-05 to have a material effect on its operating results or financial position. However, it will impact the presentation of comprehensive income.





In July 2011, the FASB has issued Accounting Standards Update (ASU) No. 2011-06, Other Expenses (Topic 720): Fees Paid to the Federal Government by Health Insurers. This ASU amends the FASB Accounting Standards Codification TM (Codification) to provide guidance about how health insurers should recognize and classify in their income statements fees mandated by the "Patient Protection and Affordable Care Act," as amended by the "Health Care and Education Reconciliation Act." ASU 2011-06 represents a consensus of the EITF on Issue No. 10-H, “Fees Paid to the Federal Government by Health Insurers.” ASU 2011-06 requires that the liability for the fee be estimated and recorded in full once the entity provides qualifying health insurance in the applicable calendar year in which the fee is payable with a corresponding deferred cost that is amortized to expense using a straight-line method of allocation unless another method better allocates the fee over the calendar year that it is payable. ASU 2011-06 is effective for calendar years beginning after December 31, 2013, when the fee initially becomes effective.





In September 2011, the FASB has issued Accounting Standards Update (ASU) No. 2011-08, Intangibles—Goodwill and Other (Topic 350): Testing Goodwill for Impairment. ASU 2011-08 is intended to simplify how entities, both public and nonpublic, test goodwill for impairment. ASU 2011-08 permits an entity to first assess qualitative factors to determine whether it is "more likely than not" that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in Topic 350, Intangibles-Goodwill and Other. The more-likely-than-not threshold is defined as having a likelihood of more than 50%. ASU 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance.





In September 2011, the FASB has issued Accounting Standards Update (ASU) No. 2011-09, Compensation-Retirement Benefits-Multiemployer Plans (Subtopic 715-80): Disclosures about an Employer’s Participation in a Multiemployer Plan. ASU 2011-09 is intended to address concerns from various users of financial statements on the lack of transparency about an employer’s participation in a multiemployer pension plan. Users of financial statements have requested additional disclosure to increase awareness of the commitments and risks involved with participating in multiemployer pension plans. The amendments in this ASU will require additional disclosures about an employer’s participation in a multiemployer pension plan. Previously, disclosures were limited primarily to the historical contributions made to the plans. ASU 2011-09 applies to nongovernmental entities that participate in multiemployer plans. For public entities, ASU 2011-09 is effective for annual periods for fiscal years ending after December 15, 2011. For nonpublic entities, ASU 2011-09 is effective for annual periods for fiscal years ending after December 15, 2012. Early adoption is permissible for both public and nonpublic entities. ASU 2011-09 should be applied retrospectively for all prior periods presented.





In December 2011, the FASB has issued Accounting Standards Update (ASU) No. 2011-10, Property, Plant, and Equipment (Topic 360): Derecognition of in Substance Real Estate-a Scope Clarification. ASU No. 2011-10 is intended to resolve the diversity in practice about whether the guidance in Subtopic 360-20, Property, Plant, and Equipment—Real Estate Sales, applies to a parent that ceases to have a controlling financial interest (as described in Subtopic 810-10, Consolidation—Overall) in a subsidiary that is in substance real estate as a result of default on the subsidiary’s nonrecourse debt. This Update does not address whether the guidance in Subtopic 360-20 would apply to other circumstances when a parent ceases to have a controlling financial interest in a subsidiary that is in substance real estate. ASU 2011-10 should be applied on a prospective basis to deconsolidation events occurring after the effective date; with prior periods not adjusted even if the reporting entity has continuing involvement with previously derecognized in substance real estate entities. For public entities, ASU 2011-10 is effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2012. For nonpublic entities, ASU 2011-10 is effective for fiscal years ending after December 15, 2013, and interim and annual periods thereafter. Early adoption is permitted.





In December 2011, the FASB has issued Accounting Standards Update (ASU) No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities. ASU No. 2011-11 is intended to provide enhanced disclosures that will enable users of its financial statements to evaluate the effect or potential effect of netting arrangements on an entity’s financial position. This includes the effect or potential effect of rights of setoff associated with an entity’s recognized assets and recognized liabilities within the scope of this Update. The amendments require enhanced disclosures by requiring improved information about financial instruments and derivative instruments that are either (1) offset in accordance with either Section 210-20-45 or Section 815-10-45 or (2) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with either Section 210-20-45 or Section 815-10-45. An entity is required to apply the amendments for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented.





In December 2011, the FASB has issued Accounting Standards Update (ASU) No. 2011-12, Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. ASU No. 2011-11 is intended to supersede certain pending paragraphs in Accounting Standards Update No. 2011-05,Comprehensive Income (Topic 220): Presentation of Comprehensive Income, to effectively defer only those changes in Update 2011-05 that relate to the presentation of reclassification adjustments out of accumulated other comprehensive income. The amendments will be temporary to allow the Board time to redeliberate the presentation requirements for reclassifications out of accumulated other comprehensive income for annual and interim financial statements for public, private, and non-profit entities. All other requirements in ASU No. 2011-05 are not affected by ASU No. 2011-12, including the requirement to report comprehensive income either in a single continuous financial statement or in two separate but consecutive financial statements. Public entities should apply these requirements for fiscal years, and interim periods within those years, beginning after December 15, 2011. Nonpublic entities should begin applying these requirements for fiscal years ending after December 15, 2012, and interim and annual periods thereafter.





3.   PROPERTY, PLANT AND EQUIPMENT, NET





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





2012

2011At costOffice equipment

12,764

15,60412,764

15,604Less: accumulated depreciation

(5,652)

(4,148)$
7,112
$
11,456





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





2012

2011General and administrative expenses
$
1,504
$
11,100

















4.  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 March 31,2012

2011Earnings:Earnings for the purpose of basic loss per share
$
(1,457,200)
$
(897,775)Effect of dilutive potential share capital

-

-Earnings for the purpose of diluted earnings (loss) per share
$
(1,457,200)
$
(897,775)Number of shares:Weighted average number of share capital for the purposeof basic earnings (loss) per share

81,010,491

58,664,189Effect of dilutive potential share capital

-

-Weighted average number of share capital for the purposeof dilutive earnings (loss) per share

81,010,491

58,664,189





5.  INCOME TAXES





The Company is not subject to any income tax as there are no estimated assessable profits for the years ended March 31, 2012 and 2011.





No deferred tax has been provided as there is no material temporary difference arising for the years ended March 31, 2012 and 2011.





6.  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 March 31, 2012, the Company has generated revenue of $109,040 and has incurred an accumulated deficit $9,197,048. 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.





7.  CONTINGENT LIABILITIES





Pending litigation





There is a civil lawsuit previous entered and currently pending in Supreme Court of British Columbia, Canada against the Company. The case was filed by the ex-management as Claimant in May, 2009 and the prior management of the Company had entered into a Settlement Agreement with the Claimant. Base on the information from the prior management that they had paid compensation pursuant to the terms of a Settlement Agreement. The Company did not require paying any settlement expenses in this civil case. The Company is waiting for the Claimant to file the out-of court settlement motion and the approval from the British Columbia Supreme Court to dismiss the matter pursuant to the Settlement Agreement. The Settlement amount is approximately $35,000, and the merits of the claim are unknown.




8.  SUBSEQUENT EVENT





The Company has evaluated all other subsequent events through June 28, 2012, 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.