EXHIBIT 10.1

GOLD HORSE INTERNATIONAL, INC.
AUDIT COMMITTEE CHARTER

ADOPTED AS OF JULY 14, 2010

PURPOSE AND ROLE

The Audit  Committee (the  "Committee")  of the Board of Directors (the `Board")
assists the Board in its oversight of the quality and integrity of the financial
reporting  practices of Gold Horse  International,  Inc.  (the  "Company").  The
primary purposes of the Committee are to oversee on behalf of the Board:

     *    the Company's accounting and financial reporting processes and the
          integrity of its financial statements;

     *    the audits of the Company's financial statements and the appointment,
          compensation, qualifications, independence and performance of the
          Company's independent auditors;

     *    the Company's compliance with legal and regulatory requirements;

     *    the qualitative aspects of financial reports to shareholders; and

     *    the performance of the Company's internal audit function and internal
          control over financial reporting. The Committee also has the purpose
          of preparing the Audit Committee report that the U.S. Securities and
          Exchange Commission ("SEC") rules require the Company to include in
          its annual proxy statement.

The  Committee's  function  is  one of  oversight  only  and  does  not  relieve
management of its  responsibilities  for  preparing  financial  statements  that
accurately and fairly present the Company's financial results and condition, nor
the  independent  auditors  of their  responsibilities  relating to the audit or
review of financial statements.  In meeting its responsibilities,  the Committee
is expected to provide an open channel of  communication  with  management,  the
internal auditors, the independent auditor and the Board.

ORGANIZATION AND MEMBERS

NUMBER OF MEMBERS.

The Committee must consist of at least three directors.  The Board may designate
a Committee member as the chairperson of the Committee, or if the Board does not
do so, the Committee members will appoint a Committee member as chairperson by a
majority vote of the authorized number of Committee members.

INDEPENDENCE.

All Committee  members must have been determined by the Board to be independent,
as  defined  and to the extent  required  in the  applicable  SEC rules and NYSE
listing  standards,  as they may be  amended  from  time to time  (the  "Listing
Standards"),  and as  interpreted  by the Board in its  business  judgment,  for
purposes of Committee membership.

FINANCIAL LITERACY.

Each member of the Committee  must be financially  literate upon  appointment to
the Committee, as determined in the judgment of the Board in accordance with the
Listing  Standards.  At all  times,  there  should be at least one member of the
Committee,  who,  as  determined  by the  Board,  shall be an  "audit  committee
financial expert" as defined in the SEC rules.
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APPOINTMENT.

Subject to any requirements of the Listing Standards,  the Board may appoint and
remove  Committee  members in accordance  with the Company's  bylaws.  Committee
members  will serve for such terms as the Board may fix,  and in any case at the
Board's will,  whether or not a specific term is fixed. The Board may remove any
member from the  Committee at any time with or without  cause.  Any such removal
from the Committee shall not affect the member's role as a member of the Board.

OVERALL AUTHORITY.

The  Committee  has  the  sole  authority  and  direct  responsibility  for  the
appointment,  compensation,  retention, termination, evaluation and oversight of
the work of the independent  auditors  engaged by the Company for the purpose of
preparing or issuing an audit report or related work or performing  other audit,
review or attest  services  for the Company.  The  independent  auditors  report
directly to the Committee.  The  Committee's  authority  includes  resolution of
disagreements  between management and the auditors regarding financial reporting
and the receipt of  communications  from the  auditors as may be required  under
professional standards applicable to the auditors.

In  addition,  the  Committee's  annual  review  of  the  independent  auditors'
qualifications  must also include the review and  evaluation of the lead partner
of the independent  auditors for the Company's  account,  and evaluation of such
other matters as the Committee  may consider  relevant to the  engagement of the
auditors,  including views of Company management and internal finance employees,
and whether the lead partner or auditing firm itself should be rotated.

The Committee further has authority to conduct or authorize  investigations into
any matters within its scope of responsibility.  Such authority includes, but is
not limited to:

     *    Retain outside counsel, accountants, outside advisors, consultants or
          others to assist in the conduct of an investigation or as it
          determines appropriate to advise or assist in the performance of its
          functions, the funding for which shall be provided by the Company;
     *    Seek any information it requires from employees, or external parties.
          Employees and external parties will be directed to cooperate and
          comply with the Committee's request;
     *    Address complaints relating to accounting; and
     *    Meet with Company officers, independent auditor or outside counsel as
          necessary.

DUTIES AND RESPONSIBILITIES

ANNUAL FINANCIAL REPORTING

As often and to the extent the Committee deems necessary or appropriate,  but at
least  annually in  connection  with the audit of each fiscal  year's  financial
statements, the Committee will:

1.   DISCUSS FINANCIAL  STATEMENTS AND INTERNAL CONTROL REPORTS WITH MANAGEMENT.
     Review  and  discuss  with  the  appropriate  members  of  management,  the
     independent auditors, and if appropriate, internal auditors:

     *    the audited financial statements;
     *    related accounting and auditing principles and practices; and
     *    management's  assessment of internal control over financial  reporting
          and the  related  report and  attestation  on internal  controls  over
          financial  reporting to be included in the Company's  annual report on
          Form 10K (as and when these reports are required under SEC rules).

2.   CRITICAL  ACCOUNTING  POLICY  REPORT.  Timely  request and receive from the
     independent  auditors (before the filing of any audit report) the report or
     update required pursuant to applicable SEC rules, concerning:

     *    all critical accounting policies and practices to be used;

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     *    all  alternative   treatments  within  generally  accepted  accounting
          principles for policies and practices  relating to material items that
          have been discussed with Company management,  including  ramifications
          of the use of such  alternative  disclosures  and  treatments  and the
          treatment preferred by the independent auditors; and
     *    other material written communications between the independent auditors
          and Company  management,  such as any management letter or schedule of
          unadjusted differences.

3.   STATEMENT  OF  AUDITING  STANDARDS  (SAS) NO. 61 REVIEW.  Discuss  with the
     independent  auditors the matters  required to be discussed by Statement on
     Auditing Standards No. 61, including such matters as:

     *    the quality and acceptability of the accounting  principles applied in
          the financial statements;
     *    new or  changed  accounting  policies,  the effect of  regulatory  and
          accounting   initiatives,   and  significant   estimates,   judgments,
          uncertainties or unusual transactions;
     *    the selection, application and effects of critical accounting policies
          and estimates applied by the Company;
     *    issues raised by any  "management"  or "internal  control" letter from
          the  auditors,  problems  or  difficulties  encountered  in the  audit
          (including any  restrictions  on the scope of the work or on access to
          requested  information) and management's  response to such problems or
          difficulties,  significant  disagreements  with  management,  or other
          significant aspects of the audit; and
     *    any  off-balance  sheet  transactions,   and  relationships  with  any
          unconsolidated  entities  or  any  other  persons,  which  may  have a
          material  current  or future  effect  on the  financial  condition  or
          results of the  Company  and are  required  to be  reported  under SEC
          rules.

4.   MD&A.  Review and discuss with  appropriate  members of management  and the
     independent  auditors the specific intended disclosures under "Management's
     Discussion  and Analysis of Financial  Condition and Results of Operations"
     to be included in the Company's annual report on Form 10-K.

5.   ISB 1 DISCLOSURE.  Receive from the  independent  auditors a formal written
     statement  of all  relationships  between  the  auditors  and  the  Company
     consistent with Independence Standards Board Standard No. 1.

6.   AUDITOR  INDEPENDENCE.  Actively discuss with the independent  auditors any
     disclosed  relationships or services that may impact their  objectivity and
     independence,  and take any  other  appropriate  action  to  oversee  their
     independence.

     Further,  the Committee  shall annually report to the Board the independent
     auditor to be retained and pre-approve all audit and non-audit services and
     fees. The Committee  will review the scope of any non-audit  services to be
     performed  by the  independent  auditor  and  determine  its  impact on the
     independent auditor's independence.

     The independent  auditor may not perform the following  non-audit services:
     (i) bookkeeping related to accounting records or financial statements; (ii)
     financial  information  systems design and implementation  services;  (iii)
     appraisal or valuation services involving fairness opinions; (iv) actuarial
     services; (v) internal audit outsourcing services; (vi) management or human
     resource functions;  (vii) broker, dealer, investment adviser or investment
     banker services;  (viii) legal serves and expert services  unrelated to the
     audit;  and (ix) any other  services that the Public  Accounting  Oversight
     Board  determines  impermissible.  All other  non-auditing  services  to be
     provided by the independent director including tax compliance, tax planning
     and tax advice shall be approved in advance by the Committee.

7.   MATERIAL   ISSUES.   To  the  extent  the  Committee   deems  necessary  or
     appropriate, discuss with the independent auditors material issues on which
     the Company's  audit team  consulted  the  independent  auditors'  national
     office.

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8.   RECOMMEND FILING OF AUDITED  FINANCIAL  STATEMENTS.  Recommend to the Board
     whether the  Company's  annual report on Form 10-K to be filed with the SEC
     should include the audited financial statements.

QUARTERLY FINANCIAL REPORTING

     The Committee's quarterly review will normally include:

1.   QUARTERLY  REVIEW.  Meet to review  and  discuss  the  quarterly  financial
     statements  of the  Company and the  results of the  independent  auditors'
     review of these financial statements with appropriate members of management
     and the independent auditors.

2.   DISCUSSION OF SIGNIFICANT MATTERS WITH MANAGEMENT.  Review and discuss with
     Company   management  and,  if  appropriate,   the  independent   auditors,
     significant matters relating to:

     *    the quality and acceptability of the accounting  principles applied in
          the financial statements;
     *    new  or  changed  accounting  policies,   and  significant  estimates,
          judgments, uncertainties or unusual transactions;
     *    the selection, application and effects of critical accounting policies
          and estimates applied by the Company; and
     *    any  off-balance  sheet   transactions  and  relationships   with  any
          unconsolidated  entities or any other persons that may have a material
          current or future effect on the financial  condition or results of the
          Company and are required to be reported under SEC rules.

3.   MD&A.  Review and discuss with  appropriate  members of management  and the
     independent  auditors the specific intended disclosures under "Management's
     Discussion  and Analysis of Financial  Condition and Results of Operations"
     to be included in the Company's quarterly report on Form 10-Q.

OTHER DUTIES AND RESPONSIBILITIES

ANNUAL REVIEW OF THIS AUDIT  COMMITTEE  CHARTER.  The Committee  will review and
assess the adequacy of this Audit Committee  Charter  annually and recommend any
proposed changes to the full Board.

ANNUAL REVIEW OF PERFORMANCE. The Committee will evaluate its performance as the
Audit Committee on an annual basis.

EARNINGS RELEASES AND OTHER FINANCIAL GUIDANCE.  The Committee will discuss with
management earnings press releases and other published financial  information or
guidance  provided  to  analysts  and  rating  agencies.  This may be  conducted
generally as to types of  information  and  presentations,  and need not include
advance review of each release, other information or guidance.

COMPLIANCE. The Committee, to the extent it deems necessary or appropriate, will
periodically  review with  management  the  Company's  disclosure  controls  and
procedures, internal control over financial reporting and systems and procedures
to promote compliance with laws.

RISK ASSESSMENT. The Committee will periodically:

     *    discuss with management,  the members of the internal audit department
          and the  independent  auditors the Company's  major financial risks or
          exposures;
     *    discuss the steps  management  has taken to monitor  and control  such
          exposures; and

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     *    discuss  guidelines  and policies with respect to risk  assessment and
          risk management.

CONDUCT CODES:

The  Committee  oversees and  assesses the  Company's  policies,  practices  and
compliance with its Code of Ethics, including,  when necessary,  following up in
connection with any matters reported to the Committee thereunder pursuant to the
Company's  whistle  blowing policy then in effect.  Further,  The Committee will
conduct any activities  relating to the Company's  code(s) of conduct and ethics
as may be delegated from time to time to the Committee by the Board.

COMPLAINTS AND ANONYMOUS SUBMISSIONS.  The Committee will establish and maintain
procedures for:

     *    the receipt,  retention and  treatment of  complaints  received by the
          Company regarding accounting, internal accounting controls or auditing
          matters; and
     *    the confidential,  anonymous submission by employees of the Company of
          concerns regarding questionable accounting or auditing matters.

If the Committee or the Board so determines,  the submission procedures may also
include a method for interested parties to communicate directly with the Board's
presiding director or with the non-management directors as a group.

INTERNAL  AUDIT.  The  Committee  will  monitor  that the Company  maintains  an
internal  audit  function  (which  may be  outsourced  to a firm  other than the
Company's  independent  auditors).  The  Committee  will  oversee  the  internal
auditors (or other personnel  responsible for the internal audit function),  who
will report directly to the Committee.

INTERNAL  CONTROL OVER  FINANCIAL  REPORTING.  The Committee  will  periodically
discuss and review, as appropriate,  with the internal  auditor,  management and
the independent auditors:

     *    the design and  effectiveness  of the Company's  internal control over
          financial reporting; and
     *    any significant  deficiencies or material  weaknesses in that internal
          control,  any change that has  materially  affected  or is  reasonably
          likely to materially affect that internal control  (including  special
          steps  adopted in light of such a  deficiency  or  weakness),  and any
          fraud  (whether or not  material)  that  involves  management or other
          employees who have a significant role in that internal  control,  that
          have been reported to the Committee.

REPORTS  FROM LEGAL  COUNSEL.  The  Committee  will review and take  appropriate
action with respect to any reports to the  Committee  from legal counsel for the
Company  concerning  any  material  violation  of  securities  law or  breach of
fiduciary  duty or similar  violation by the Company,  its  subsidiaries  or any
person acting on their behalf.

OTHER REVIEWS AND FUNCTIONS

MEETINGS AND REPORTS

Meetings.  The Committee  will meet as often as it determines is necessary,  but
not less than quarterly. The Committee may also act by unanimous written consent
in lieu of a meeting.  The  Committee  will meet with the internal  auditors (or
other personnel responsible for the internal audit function) at least once every
quarter.  The Committee will meet  separately and  periodically  with management
(including  the chief  financial  officer  and  chief  accounting  officer)  and
independent   auditors.   To  the  extent  the  Committee   deems  necessary  or
appropriate,  it will also discuss with the Company's  general counsel any legal
matters that may materially impact the Company's financial statements,  internal
control  over  financial  reporting or  compliance  policies.  In addition,  the
Committee  may meet  from  time to time  with  any  other  persons,  as it deems
necessary or appropriate.

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Procedures.  The  Committee  may  establish  its own  procedures,  including the
formation  and  delegation  of  authority  to  sub-committees,  in a manner  not
inconsistent  with this  Audit  Committee  Charter,  the  bylaws or the  listing
standards and SEC rules. The chairperson or a majority of the Committee  members
may call  meetings  of the  Committee.  A majority of the  authorized  number of
Committee  members  constitutes  a  quorum  for  the  transaction  of  Committee
business,  and the vote of a  majority  of the  Committee  members  present at a
meeting at which a quorum is present will be the act of the Committee, unless in
either case a greater number is required by this Audit  Committee  Charter,  the
bylaws or the listing standards.  The Committee will keep written minutes of its
meetings  and  deliver  copies of the  minutes to the  corporate  secretary  for
inclusion in the corporate records.

Reports.  The Committee will timely prepare the Audit Committee  report required
to be included in the Company's  annual meeting proxy  statement,  and report to
the Board on the other matters  relating to the  Committee or its  purposes,  as
required by the listing  standards or SEC rules.  The Committee will also report
to  the  Board  annually  the  overall  results  of  its  annual  review  of the
independent  auditors'  qualifications,  performance  and  independence  and the
annual review by the Committee of its own  performance.  The Committee also will
report  to the  Board  on the  major  items  covered  by the  Committee  at each
Committee meeting,  and provide additional reports to the Board as the Committee
may  determine to be  appropriate,  including  review with the full Board of any
issues that arise from time to time with  respect to the quality or integrity of
the  Company's  financial  statements,  the Company's  compliance  with legal or
regulatory  requirements,  the performance  and  independence of the independent
auditors or the performance of the internal audit function.

Miscellaneous.  The Committee may perform any other  activities  consistent with
its Charter, the Company's Articles of Incorporation,  as amended,  By-laws, and
governing  law, as the  Committee or the Board deems  necessary or  appropriate.
While the Committee has the  responsibilities and powers set forth in this Audit
Committee Charter, it is not the duty of the Committee to plan or conduct audits
or to  determine  that het  Company's  financial  statements  are  complete  and
accurate and are in accordance with generally acceptable accounting  principles.
These are the responsibilities of management and the independent auditor.


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