UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
20-F





            REGISTRATION
      STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT
      OF 1934




OR




x
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the fiscal year ended December 31,
2009




OR





            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




OR





            SHELL
      COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934Date
      of event requiring this shell company report:For
      the transition period from ____________ to ________________




Commission
file number:  0-28879




China
Heli Resource Renewable Incorporated


(Exact
name of the Registrant as specified in its charter)




British
Virgin Islands


(Jurisdiction
of incorporation or organization)




7/F,
Nan Jue Tower, East Nan Hu Road, Shui Mo Gou District,


Urumqi,
Xin Jiang Province, P.R.China


(Address
of principal executive offices)






Mr.
Di Fan


Chief
Executive Officer,


7/F,
Nan Jue Tower, East Nan Hu Road, Shui Mo Gou District,


Urumqi,
Xin Jiang Province, P.R.China


Telephone:
+86.991.4637236, Fax: +86.991.4683235, Email: frafan@gmail.com


(Name,
Telephone, E-mail and/or Facsimile Number and Address of Company Contact
Person)




Securities
registered or to be registered pursuant to Section 12(b) of the Act:




None




- 1
-
 Table of Contents




Securities
registered or to be registered pursuant to Section 12(g) of the
Act:




Title
      of Each ClassCommon
      Stock, No Par Value




Securities
for which there is a reporting obligation pursuant to Section 15(d) of the
Act:




Not
Applicable




The
registrant had 872,551
Common Shares issued and
outstanding as of December 31,
2009




Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.




 Yes
            x No




If this
report is an annual or transition report, indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934.




 Yes
            x  No




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.




xYes
             No




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).


 Yes
            x  No




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange
Act.




 Large
      Accelerated filer
             Accelerated
      filer
            x  Non-accelerated
      filer




Indicate
by check mark which basis of accounting the registrant has used to prepare the
financial statements included in this filing:




x  US
      GAAP
             International
      Financial Reporting
              Standards
      as issued by the International
              Accounting
      Standards Board
             Other




If
“Other” has been checked in response to the previous question, indicate by check
mark which financial statement item the registrant has elected to
follow.




 Item
      17
             Item
      18




If this
is an annual report, indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).




x  Yes
             No




(APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE
YEARS)




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




 Yes
             No




- 2
-
 Table of Contents


TABLE OF CONTENTS




PART
      I
            PageItem
      1.
            Identity of Directors, Senior Management and
      AdvisorsItem
      2.
            Offer Statistics and Expected TimetableItem
      3.
            Key InformationItem
      4.
            Information on the CompanyItem
      5.
            Operating and Financial Review and ProspectsItem
      6.
            Directors, Senior Management and EmployeesItem
      7.
            Major Shareholders and Related Party
      TransactionsItem
      8.
            Financial InformationItem
      9.
            The Offer and ListingItem
      10.
            Additional InformationItem
      11.
            Quantative and Qualitative Disclosures About Market
      RiskItem
      12.
            Description of Securities Other than EquityPART
      IIItem
      13.
            Defaults, Dividend Arrearages and
    DelinquenciesItem
      14.
            Material Modifications to the Rights of Security Holders and
      Use of ProceedsItem
      15.
            Controls and ProceduresItem
      16.
            [Reserved]Item
      16A.
            Audit Committee Financial ExpertItem
      16B.
            Code of EthicsItem
      16C.
            Principal Accountant Fees and ServicesItem
      16D.
            Exemptions From the Listing Standards For Audit
      CommitteesItem
      16E.
            Purchases of Equity Securities by the Issuer and Affiliated
      PersonsPART
      IIIItem
      17.
            Financial StatementsItem
      18.
            Financial StatementsItem
      19.
            Exhibits




- 3
-
 Table of Contents




CERTAIN
INFORMATION




In this
Report on Form 20-F (the “Report”), unless otherwise indicated all references
herein are to US dollars.






FORWARD-LOOKING
STATEMENTS




This
report contains “forward-looking statements” that represent our beliefs,
projections and predictions about future events.  All statements other
than statements of historical fact are “forward-looking statements” including
any projections of earnings, revenue or other financial items, any statements of
the plans, strategies and objectives of management for future operations, any
statements concerning proposed new projects or other developments, any
statements regarding future economic conditions or performance, any statements
of management’s beliefs, goals, strategies, intentions and objectives, and any
statements of assumptions underlying any of the foregoing.  Words such
as “may”, “will”, “should”, “could”, “would”, “predicts”, “potential”,
“continue”, “expects”, “anticipates”, “future”, “intends”, “plans”, “believes”,
“estimates” and similar expressions, as well as statements in the future tense,
identify forward-looking statements.




These
statements are necessarily subjective and involve known and unknown risks,
uncertainties and other important factors that could cause our actual results,
performance or achievements, or industry results, to differ materially from any
future results, performance or achievements described in or implied by such
statements.  Actual results may differ materially from expected
results described in our forward-looking statements, including with respect to
correct measurement and identification of factors affecting our business or the
extent of their likely impact, the accuracy and completeness of the publicly
available information with respect to the factors upon which our business
strategy is based or the success of our business.




Forward-looking
statements should not be read as a guarantee of future performance or results,
and will not necessarily be accurate indications of whether, or the times by
which, our performance or results may be achieved.  Forward-looking
statements are based on information available at the time those statements are
made and management’s belief as of that time with respect to future events, and
are subject to risks and uncertainties that could cause actual performance or
results to differ materially from those expressed in or suggested by the
forward-looking statements.




Important
factors that could cause actual performance or results to differ materially from
those contained in forward-looking statements include, but are not limited to,
those factors discussed in “Item 3. Key Information - Risk Factors” in this
report and in the information incorporated herein by reference, including, among
others:





            China’s
      overall economic conditions and local market economic
      conditions;





            Changing
      principles of generally accepted accounting
  principles;





            Compliance
      with government regulations;





            Legislation
      or regulatory environments, and





            Geopolitical
      events.




Further,
the forward-looking statements do not reflect the potential impact of any future
acquisitions, mergers, dispositions, joint ventures, collaborations or
investments made by the Company.  The Company does not assume any
obligation to update any forward-looking statements.


- 4
-
 Table of Contents


PART I




ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND
ADVISORS




A.             DIRECTORS
AND SENIOR MANAGEMENT.




Name
            
            Age
            
            Title
            
            Business
      AddressDi
      Fan
            
            N/A
            
            Chief
      Executive Officer
              President
              Acting
      Chief Financial Officer
              Director
            
            7/F,
      Nan Jue Tower, East Nan Hu Road,
              Shui
      Mo Gou District,
              Urumqi,
      Xin Jiang Province, P.R.ChinaLi
      Fu
            
            N/A
            
            Assistant
      President
              Corporate
      Secretary
              Director
            
            7/F,
      Nan Jue Tower, East Nan Hu Road,
              Shui
      Mo Gou District,
              Urumqi,
      Xin Jiang Province, P.R.ChinaFan
      Qing
            
            N/A
            
            Director
            
            7/F,
      Nan Jue Tower, East Nan Hu Road,
              Shui
      Mo Gou District,
              Urumqi,
      Xin Jiang Province, P.R.China






B.        ADVISERS.




Not
applicable.




C.         AUDITORS.




Name
            
            Business
      AddressLake
      & Associates CPA’s, LLC
            
            1905
      Wright BoulevardSchaumburg,
      Illinois  60193




ITEM 2.  OFFER STATISTICS AND EXPECTED
TIMETABLE




Not
required.




ITEM 3.   KEY INFORMATION




A.  SELECTED
FINANCIAL DATA.




The
selected financial data of the Company for the four years ended December 31,
2009 are derived from the financial statements of the Company which have been
audited by Lake & Associates CPA’s ,LLC. The selected financial data set
forth for the year ended December, 2005 is derived from the Company’s audited
financial statements, not included herein.




The
information in the following table was extracted from the more detailed
financial statements and related notes included herein and should be read in
conjunction with such financial statements, the notes to the financial
statements and with the information appearing under the heading “ITEM 5.
OPERATING AND FINANCIAL REVIEW AND PROSPECTS”.




- 5
-
 Table of Contents









Year
      Ended December 312009
            
            
            2008
            
            
            2007
            
            
            2006
            
            
            2005Revenues
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -Loss
      from operations
            
            
            (214,307
            )
            
            
            (67,221
            )
            
            
            (68,503
            )
            
            
            (113,813
            )
            
            
            (678,154
            )Loss
      from continuing operations
            
            
            (214,307
            )
            
            
            (67,221
            )
            
            
            (68,503
            )
            
            
            (113,813
            )
            
            
            (714,335
            )Net
      loss
            
            
            (214,307
            )
            
            
            (67,221
            )
            
            
            (68,503
            )
            
            
            (113,813
            )
            
            
            (714,335
            )Comprehensive
      loss
            
            $
            (214,307
            )
            
            $
            (67,221
            )
            
            $
            (68,503
            )
            
            $
            (113,813
            )
            
            $
            (714,335
            )Net
      loss from per share
            
            
            (0.25
            )
            
            
            (0.08
            )
            
            
            (0.08
            )
            
            
            (0.14
            )
            
            
            (1.48
            )Total
      assets
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Stockholders
      equity (deficit)
            
            
            (306,563
            )
            
            
            (811,397
            )
            
            
            (744,176
            )
            
            
            (1,196,298
            )
            
            
            (1,082,485
            )Weighted
      average number of shares
            
            
            872,551
            
            
            
            825,470
            
            
            
            825,301
            
            
            
            797,588
            
            
            
            479,730Dividends
      per share
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -Unless
      otherwise indicated, all references herein are to US
    dollars.






B.           CAPITALIZATION
AND INDEBTEDNESS




Not
required.




C.           REASONS
FOR THE OFFER AND USE OF PROCEEDS




Not
required.




D.           RISK
FACTORS




The
Company has limited financial resources and if the Company is unable to secure
additional funding and/or a business opportunity, the Company may
fail.




As of
December 31, 2009, the Company had no cash and a working capital deficit of
$306,563. It currently has no business operations. Without additional funding
and/or a business opportunity, the Company may not continue to exist. As a
result, for the year ended December 31, 2009, the Company’s auditors, in Note H
of the Financial Statements, have indicated that there is substantial doubt
about the Company’s ability to continue as a going concern. The Company’s
existence is dependent upon management funding operations and raising sufficient
capital. At this point in time, it is impossible to state an amount of
additional funding which the Company believes would remove the going concern
opinion.




If
the Company issues shares or options to its officers, directors or key
employees, or if the Company obtains funding through the sale of additional
common shares, the shareholders will experience dilution.




The
Company may in the future grant to some or all of its directors, officers,
insiders and key employees options to purchase the Company’s common shares as
non-cash incentives to those employees. Such options may be granted at exercise
prices equal to market prices. To the extent that significant numbers of such
options may be granted and exercised, the interests of the existing shareholders
of the Company will be subject to additional dilution.






- 6
-
 Table of Contents







The
Company is currently without a source of revenue and will most likely be
required to issue additional shares to finance its operations and acquire a
business opportunity. The issuance of additional shares will cause the Company’s
existing shareholders to experience dilution of their ownership
interests.




The
price of the Company’s common shares is subject to market fluctuations and
volatility which may not be related to the Company’s operations and such
fluctuations may impact the Company’s ability to complete equity financings; if
the Company cannot complete additional equity financings, it may not be able to
continue its operations.




The
trading volume of the Company’s stock is low, thereby making the market price of
the stock subject to wide fluctuations in price, which have not necessarily been
related to the operating performance, underlying asset values or prospects of
such companies. In particular, the per share price of the Company’s common
shares fluctuated from a low of $0.15 to a high of $0.15 during the 12-month
period ending December 31, 2009. Continued price fluctuations will have a
significant impact on the Company’s ability to complete equity
financings.




Conflicts
of interest may arise among the members of the Company’s board of directors and
such conflicts may cause the Company to enter into transactions on terms, which
are not beneficial to the Company.




Several
of the Company’s directors are also directors, officers or shareholders of other
companies. Some of the directors and officers are engaged and will continue to
be engaged in the search for additional business opportunities on behalf of
other corporations, and situations may arise where these directors and officers
will be in direct competition with the Company. Such associations may give rise
to conflicts of interest from time to time. Such a conflict poses the risk that
the Company may enter into a transaction on terms that could place the Company
in a worse position than if no conflict existed. Conflicts, if any, will be
dealt with in accordance with the relevant provisions of theInternational Business Companies
Act (British Virgin Islands). The directors of the Company are required
by law to act honestly and in good faith with a view to the best interests of
the Company and to disclose any interest which they many have in any project or
opportunity of the Company. However, each director has a similar obligation to
other companies for which such director serves as an officer or
director.




The
Company does not pay dividends on its common shares; therefore, investors
seeking dividend income should not purchase the common shares.




The
Company has never declared or paid cash dividends on its common shares and does
not anticipate doing so in the foreseeable future. Additionally, the
determination as to the declaration of dividends is within the discretion of the
Company’s Board of Directors, which may never declare cash dividends on the
Company’s common stock. Investors cannot expect to receive a dividend on the
Company’s common shares in the foreseeable future, if at all.




The
Company is dependent upon its management and the loss of any of its management
and/or if the Company is unable to recruit additional managers could negatively
impact the Company’s ability to continue its operations.




The
success of the operations and activities of the Company is dependent to a
significant extent on the efforts and abilities of its key officer, Dr. FAN
Di, a director, and President, Chief Executive Officer and acting Chief
Financial Officer of the Company. The loss of services of Dr. Fan could
have a material adverse effect on the Company. The Company has not obtained
key-man life insurance on any of its officers or directors. The Company’s
ability to recruit and retain highly qualified management personnel is critical
to its success; if it is unable to do so this may materially affect the
Company’s financial performance.






- 7
-
 Table of Contents





The
Company’s shares are subject to the SEC’s penny stock rules, which may restrict
the ability of brokers to sell the Company’s common stock and may reduce the
secondary market for the common stock.




The SEC
has adopted rules that regulate broker-dealer practices in connection with
transactions in “penny stock.” Generally, penny stocks are equity securities
with a price of less than US $5.00 (other than securities registered on certain
national securities exchanges or quoted on the NASDAQ system). If the Company’s
shares are traded for less than US $5 per share, as they currently are, the
shares will be subject to the SEC’s penny stock rules unless (1) the Company’s
net tangible assets exceed US $5,000,000 during the Company’s first three years
of continuous operations or US $2,000,000 after the Company’s first three years
of continuous operations; or (2) the Company has had average revenue of at least
US $6,000,000 for the last three years. The penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document prescribed by the
SEC that provides information about penny stocks and the nature and level of
risks in the penny stock market. The broker-dealer also must provide the
customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customer’s account. In addition, the penny stock rules require that prior to
a transaction in a penny stock not otherwise exempt from those rules, the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchaser’s written
agreement to the transaction. These requirements may have the effect of reducing
the level of trading activity in the secondary market for a stock that becomes
subject to the penny stock rules. Since the Company’s shares are traded for less
than US $5.00 per share, the Company’s common stock is subject to the penny
stock rules. Therefore, the holders of the common stock may find it difficult to
sell the common stock of the Company. These rules may restrict the ability of
brokers to sell the common stock and may reduce the secondary market for the
common stock. A limited secondary market may result in a decrease in the value
of the shares and/or a partial or total loss of an investor’s
investment.




This
annual report contains statements about future events and results that may not
be accurate.




Statements
contained in this annual report that are not historical facts are
forward-looking statements that involve risks and uncertainties. Such statements
may not prove to be accurate as actual results and future events could differ
materially from those anticipated in such statements.




Investors
in the United States may not be able to enforce their civil liabilities against
the Company or its directors and officers.




It may be
difficult to bring and enforce suits against the Company. The Company is a
corporation domiciled in British Virgin Islands. None of the Company’s directors
and officers are residents of the United States, and all or a substantial
portion of their assets are located outside of the United States. As a result,
it may be difficult for U.S. holders of the Company’s common shares to effect
service of process on these persons within the United States or to enforce
judgments obtained in the U.S. based on the civil liability provisions of the
U.S. federal securities laws against the Company or its officers and directors.
In addition, a shareholder should not assume that the courts outside the United
States (i) would enforce judgments of U.S. courts obtained in actions against
the Company, its officers or directors predicated upon the civil liability
provisions of the U.S. federal securities laws or other laws of the United
States, or (ii) would enforce, in original actions, liabilities against the
Company, its officers or directors predicated upon the U.S. federal securities
laws or other laws of the United States.




ITEM 4.  INFORMATION ON THE COMPANY




A.  History
and Development of the Company





The
Company was incorporated in the State of Colorado on June 17, 1996, under the
name Minas Novas Gold Corp., to engage in mining operations. From inception to
January 1999, the Company obtained options to acquire various mining properties.
On January 29, 1999, the Company abandoned all mining operations and proceeded
to acquire all of the issued and outstanding capital stock of Cool
Entertainment, Inc., a Washington corporation, in exchange solely for 65% of its
outstanding common stock. The acquisition of the Washington Corporation was
completed March 1, 1999, and effective February 22, 1999, the Company changed
its name to Cool Entertainment, Inc.






- 8
-
 Table of Contents







From
March 1, 1999 to November 2000, the Company was able to generate only a minimal
amount of revenues. Realizing that it was undercapitalized and unable to market
its services properly, the Company searched for another business opportunity. On
February 21, 2001, the Company acquired all of the issued and outstanding
capital stock of E-Trend Networks, Inc., a Nevada corporation, in exchange
solely for approximately 92% of its common stock. The Company changed its name
to E-Trend Networks, Inc., changed its domicile to Delaware, and effected a
1-for-100 reverse split of its issued and outstanding shares of common
stock.




On
December 26, 2001, an agreement was reached whereby a new organization and
management team led by eAngels Equity, LLC would acquire controlling interest in
E-Trend Networks, Inc. Effective February 19, 2002, the Company changed its name
to Wilmington Rexford, Inc. Prior to the fourth calendar quarter of 2003, the
Company operated an online retail website www.EntertainMe.com  and
through its fulfillment and distribution subsidiary, Langara Entertainment, it
offered distribution and fulfillment services to both traditional retail and
online merchants.




In
October 2003, the Company entered into agreements to exchange its 100% ownership
in Langara Entertainment, Inc. and EntertainMe.com for equity stakes in Langara
Group, Inc. and Fly.com, Inc.


On
February 13, 2004, the Company entered into an agreement with China Merchants
DiChain Investment Holdings Limited, pursuant to which the Company spun out as a
dividend to the shareholders on a 1 for 1 share basis shares of its
wholly-subsidiary, E-Trend Networks, Inc. The agreement provided for the
acquisition of a company to be identified by China Merchants DiChain Investment
Holdings Limited and a 1-for-20 reverse stock split. The reverse stock split and
the change of the Company’s name to China Pharmaceuticals Corporation were
affected March 25, 2004.




On May
24, 2004, the Company closed its acquisition of 87.475% of Zhejiang University
Pharmaceutical Co., Ltd., a Sino-foreign equity joint
venture (“Zheda Pharmacy”), pursuant to the terms of an agreement dated as of
May 24, 2004 with the owners of Sheung Tai Investments Limited. The Company
issued 13,848,220 shares of its common stock to the owners of Sheung Tai
Investments Limited for 100% ownership of that entity. Sheung Tai Investments
Limited owns 87.475% of Zheda Pharmacy.




Also on
May 24, 2004, the Company issued 31,151,780 shares to China Merchants DiChain
Investment Holdings Limited and its designees for approximately $290,000 in debt
conversion and assumption of costs of the transaction.


Shortly
after the acquisition of Zheda Pharmacy, the Company realized that management of
Sheung Tai Investments refused to turn over day-to-day control of the operations
of Zheda Pharmacy to management of the Company. The disputes between management
of the Company and management of Sheung Tai Investment resulted in litigation
and protracted negotiations. In January 2005, the Company relinquished its
ownership of Sheung Tai Investments (and therefore Zheda Pharmacy) in exchange
for the 13,848,220 shares of the Company’s common stock that originally had been
issued to the owners of Sheung Tai Investments.


Effective
August 26, 2004, the Company changed its domicile to the British Virgin Islands
and its name to China Pharmaceuticals International Corporation. It is governed
by the International Business Companies Act, Cap. 291, of the Territory of the
British Virgin Islands.




The
Company’s registered agent is Victon Registrations Limited Room 502-3 Commercial
House, 35 Queen’s Road Central, Hong Kong. The telephone number is 86.755. 3398
3366 and the facsimile number is 86.755.3398 3368. The Company does not have a
registered agent in the United States.




On
September 21, 2005, the Company issued a total of 45,200,000 shares of its
common stock to six buyers. As of the date of this filing, the buyers have not
settled the subscription money and $452,000 is still owed to the Company. It is
uncertain whether the Company will be able to collect the subscription money. As
a result, management has recorded an allowance for doubtful stock subscriptions
receivable of $452,000 to reflect this uncertainty. Pursuant to its Articles of
Association, the Company may, upon written notice to the six buyers, treat the
unpaid for shares as cancelled shares, but has not opted to do so as of the date
of this filing. Furthermore, pursuant to the subscription agreements, the
Company accrued interest on the Subscription Receivable at the rate of Hong Kong
Prime plus 2% from September 28, 2005 through December 31, 2005, for a total of
$11,350. However, in estimating uncollectible accounts, management recorded an
allowance for doubtful accounts of $11,350. As of December 31, 2009 the balance
remains unpaid.






- 9
-
 Table of Contents







On
September 9, 2008, the company changed its name to China Heli Resource Renewable
Incorporated. The company’s new address is 7/F, Nan Jue Tower, East Nan Hu Road,
Shui Mo Gou District, Urumqi, Xin Jiang Province, P. R. China.




On
September 17, 2008, the company executed a 100:1 reverse stock split on the
common stock. As a result, the total number of issued and outstanding shares was
reduced from 87,196,351 to 872,551 shares. This is inclusive of issuance of 588
shares of common stocks as fractional shares.




On May
28, 2010 the Company issued 140,000 shares of stock as a compensation bonus in
the amount of $21,000.




B.  BUSINESS
OVERVIEW




For the
financial years ended September 30, 2002 and 2003, the Company operated an
online entertainment media retail website http://www.EntertainMe.com
and through its fulfillment and distribution subsidiary, Langara Entertainment,
it offered distribution and fulfillment services to both traditional retail and
online merchants. Since October 2003, the Company has not engaged in business
activities. As of the time of this filing, the Company has not created a plan
for future operations.




C.  ORGANIZATIONAL
STRUCTURE




As of the
date of this annual report, the Company has no subsidiaries.




D.  PROPERTY,
PLANT AND EQUIPMENT




The
Company’s corporate office was located at Unit 3611, 36/F, West Tower, Shun Tak
Centre, 168-200 Connaught Road Central, Hong Kong from January 1, 2005 to
December 30, 2005. The Company shares the offices of China Merchants DiChain and
was allocated HK$15,000 (US$1,923 as of October 01, 2005) as its pro rata share
of the cost of the facility. Beginning on October 1, 2005, the Company’s
corporate office was located at Room A, F/22, Noble Center, 3 rd Fu Zhong Road,
Fu Tian District, Shen Zhen, 518026, Guang Dong Province, P. R. China. The
Company shared the offices of DC Capital Management, Inc. and was allocated
HK$13,400 (US$1,718 as of January 01, 2006) as its’ pro rata share of the cost
of the facility. Since January 1, 2008, the Company’s corporate office has been
located at 7/F, Nan Jue Tower, East Nan Hu Road, Shui Mo Gou District, Urumqi,
Xin Jiang Province, P.R.China. The Company shares the office of Farsight
Holdings Ltd and is allocated 10,200 RMB (US $1,500) per month as its pro rata
share of the cost of the facility. There is no written agreement regarding this
office sharing arrangement. It currently has 2 employees but does not have any
operations.




ITEM 5.  OPERATING AND FINANCIAL REVIEW AND
PROSPECTS




The
following discussion of the results of operations of the Company for the years
ended December 31, 2009, 2008, 2007, 2006 and 2005 should be read in conjunction
with the financial statements of the Company and related notes included
therein.




OVERVIEW




From
February 21, 2001 to October 2003, the Company operated an online entertainment
media retail website www.EntertainMe.com
and through its fulfillment and distribution subsidiary, Langara Entertainment,
offered distribution and fulfillment services to both traditional retail and
online merchants. In October 2003, the Company entered into agreements to
exchange its 100% ownership in Langara Entertainment, Inc. and EntertainMe.com
for an equity stakes in Langara Group, Inc. and Fly.com, Inc.






- 10
-
 Table of Contents





On
February 13, 2004, the Company entered into an agreement with China Merchants
DiChain Investment Holdings Limited, pursuant to which the Company spun out as a
dividend to the shareholders on a 1 for 1 share basis shares of its
wholly-subsidiary, E-Trend Networks, Inc. The agreement provided for the
acquisition of a company to be identified by China Merchants DiChain Investment
Holdings Limited and a 1-for-20 reverse stock split. The reverse stock split and
the change of the Company’s name to China Pharmaceuticals Corporation were
affected March 25, 2004.




On
February 20, 2004, the Company changed its fiscal year end to December
31.


For the
year ended December 31, 2009, the Company’s auditors, in Note H of the Financial
Statements, have noted that there is substantial doubt about the Company’s
ability to continue as a going concern. The Company’s existence is dependent
upon management funding operations and raising sufficient capital. At this point
in time, it is impossible to state an amount of additional funding which the
Company believes would remove the going concern opinion.




OPERATING
RESULTS




Year
Ended December 31, 2009 Compared to Year Ended December 31, 2008




The
Company did not have any business operations during the twelve months ended
December 31, 2009   or 2008. Despite the disposition of these
business operations, the Company continued to incur general and administrative
expenses to maintain the Company’s existence as a reporting company with the
Securities and Exchange Commission whose stock is traded on the OTC Bulletin
Board. Total operating expenses and net loss were $214,307 for the year ended
December 31, 2009, $67,221 for the year ended December 31, 2008, $68,503 for the
year ended December 31, 2007, and $113,813 for the year ended December 31,
2006.  General and administrative expense increased as a result of
salary expense and office space allocations which were charged in
2009.




Year
Ended December 31, 2008 Compared to Year Ended December 31, 2007 and
2006




The
Company did not have any business operations during the twelve months ended
December 31, 2008, 2007, or 2006.  The Company continued to incur
general and administrative expenses to maintain the Company’s existence as a
reporting company with the Securities and Exchange Commission whose stock is
traded on the OTC Bulletin Board. Total operating expenses and net loss were
each $67,221 for the year ended December 31, 2008, $68,503 for the year ended
December 31, 2007, and $113,813 for the year ended December 31,
2006.




Year
Ended December 31, 2006 Compared to Year Ended December 31, 2005




The
Company did not have any business operations during the twelve months ended
December 31, 2006. The Company continued to incur general and administrative
expenses to maintain the Company’s existence as a reporting company with the
Securities and Exchange Commission whose stock is traded on the OTC Bulletin
Board. In addition, legal expenses were incurred in connection with the issuance
of shares to six independent companies on September 21, 2005. Total operating
expenses and net loss were each $113,813 for the year ended December 31, 2006
versus $714,335 for the year ended December 31, 2005.




Year
Ended December 31, 2005 Compared to the Fifteen Months Ended December 31,
2004




The
Company did not have any business operations during the twelve months ended
December 31, 2005. Despite the disposition of these business operations, the
Company continued to incur general and administrative expenses to maintain the
Company’s existence as a reporting company with the Securities and Exchange
Commission whose stock is traded on the OTC Bulletin Board. In addition, legal
expenses were incurred in connection with the issuance to shares to six
independent companies on September 21, 2005. Total operating expenses and net
loss were each $714,335 for the year ended December 31, 2005 versus $715,438 for
the fifteen months ended December 31, 2004.






- 11
-
 Table of Contents






LIQUIDITY
AND CAPITAL RESOURCES




At
December 31, 2009, the Company had no cash, the same as December 31, 2008. The
Company used cash of $36,215 for operating activities. Cash was provided by
advances from related parties in the sum of $36,215.


As of
December 31, 2008, the Company had a debt recorded in the amount of $375,244
payable to eAngels EquiDebt Partners (“eAngels”). The outstanding balance bore
interest at 10% per year and had accrued interest for the years ended December
31, 2008, 2007 and 2006 of $187,621, $150,097 and $112,573 respectively. The
Company has disputed their liability for this debt since 2005 and has provided
documentary evidence showing that this obligation was fully satisfied as part of
the share exchange transaction executed on February 13, 2004.  The
liability of $375,244 and accrued interest in the amount of $187,622 has been
removed from the balance sheet as of December 31, 2009.


As of
December 31, 2008, the Company had a note payable in the amount of $100,000
recorded . The note bore interest at 10% per year and had accrued interest for
the years ended December 31, 2008, 2007 and 2006 of $56,274, $46,274 and
$36,274, respectively. The Company has disputed their liability for this
debt.  The Company has disputed their liability for this debt since
2005 and has provided documentary evidence showing that this obligation was
fully satisfied as part of the share exchange transaction executed on February
13, 2004.  The liability of $100,000 and accrued interest in the
amount of $56,274 has been removed from the balance sheet as of December 31,
2009.


A legal
opinion has been provided by the attorney who facilitated the distribution of
monies per the share exchange agreement and this document is provided as part of
this filing as Exhibit 99.1.


There are
no material commitments for capital expenditures during fiscal
2009.  Other than the intercompany advances from Farsight Holdings,
Ltd. which have been made on an interest-free basis, with no fixed term or
repayment date, there is no debt owed by the Company.




TREND
INFORMATION




The
Company is not aware of any trends that might affect its financial results or
business.




OFF-BALANCE
SHEET ARRANGEMENTS




The
Company had no off-balance sheet financing arrangements as of December 31,
2009.




CONTRACTUAL
OBLIGATIONS




The
Company does not have any contractual obligations as of December 31,
2009.




Item 6.   DIRECTORS, SENIOR MANAGEMENT AND
EMPLOYEES




A.  DIRECTORS
AND SENIOR MANAGEMENT




The
names, positions held with the Company and terms of office of each director and
officer of the Company as of the date of this annual report, are as
follows:




Name
            Position
      with the Company
            Term
      of Office (for each office held)Di
      Fan
            Chief
      Executive Officer
              President
              Acting
      Chief Financial Officer
              Director
            July
      2004 to August 2007,
              June
      2009 to present
              August
      2006 to present
              February
      2004 to present    - 12
-
 Table of Contents
  Name
            Position
      with the Company
            Term
      of Office (for each office held)Fu
      Li
            Assistant
      President
              Corporate
      Secretary
              Director
            August
      2007 to present
              August
      2005 to present
              July
      2006 to presentHu
      DongYang
            Chief
      Executive Officer
              President
              Acting
      Chief Financial Officer Director
            September
      2008 to June 2009Li
      JuXing
            Director
            September
      2008 to June 2009Fan
      Qing
            Director
            May
      2010 to Present




Each
officer’s and director’s term of office shall expire at the Company’s next
annual general meeting. The Company does not have an executive committee, audit
committee, or a compensation committee.


There are
no family relationships between any directors or executive officers of the
Company. To the best of the Company’s knowledge, there are no arrangements or
understandings with major shareholders or others, pursuant to which any of the
Company’s officers or directors was selected as an officer or director of the
Company.


Set forth
below are brief descriptions of recent employment and business experience of the
Company’s officers and directors, each of whom devote on average approximately
15 hours per week to the business of the Company.




Dr.Fan Di




Since
July 2004, Dr. Fan has served as the Company’s President and Chief
Executive Officer. He has been a Director since February 2004. Dr. Fan
assumed the role of acting Chief Financial Officer in August 2006. Dr. Fan
is responsible for overseeing the Company’s strategic development. Since April
2003, Dr. Fan has served as the Chairman, Chief Executive Officer and an
Executive Director of China Technology Global Corporation, a British Virgin
Islands corporation whose stock is traded on the OTC Bulletin Board and
registered under the Securities Exchange Act of 1934. Since April 2002,
Dr. Fan has served as the Chairman and Chief Executive Officer of China
Merchants DiChain (Asia) Limited, a company listed on the Stock Exchange of Hong
Kong, Limited. From December 1999 to April 2002, he served as an Executive
Director and Chief Financial Officer of China Merchants Group. Dr. Fan has
substantial experience in financial management and business management. He holds
a Ph.D. in Business Administration from the University of Southern
California.








- 13
-
 Table of Contents




Fu
Li
  Since
August 2005, Ms. Fu has served as Assistant President of the Company.
Ms. Fu has worked for China Merchants DiChain Group, which is the ultimate
controlling shareholder of the Company since October, 2002. Since July 2006, she
has served as the secretary of the Company, and she also served as the secretary
of China Technology Global Corporation since July 2006. She obtained a Bachelors
Degree and Masters Degree from Hua Qiao Foreign Language University and Newport
University.




Fan
Qing





Since May
2010, Ms. Fan has served as Director of the Company. She obtained a Bachelors
Degree and Masters Degree in Finance and Economics from the University of DaLian
and Northeast University.




B.
COMPENSATION





During
the fiscal year ended December 31, 2009, the directors and officers of the
Company, as a group, had received or charged the Company a total of $209,500 for
services rendered by the directors and officers or companies owned by the
individuals. 140,000 shares of stock valued at $21,000 ($.15 per share) were
issued as a compensation bonus on May 28, 2010 to the employees of the
Company.  No amounts were set aside or accrued by the Company to
provide pension, retirement or similar benefits.




C. BOARD
PRACTICES




TERMS OF
DIRECTORS AND EXECUTIVE OFFICERS





Our board
consists of three directors. Any vacancy on our board resulting from death,
resignation, removal or other cause, may be filled either by the affirmative
vote of a majority of all the directors then in office (even if less than a
quorum) .





INDEPENDENCE
OF DIRECTORS





Not
applicable.





BOARD
COMMITTEES





Not
applicable.





AUDIT
COMMITTEE





Not
applicable





D.  EMPLOYEES





As of
December 31, 2009, the Company had two full-time employees in the area of
management and administration.




- 14
-
 Table of Contents






E.  SHARE
OWNERSHIP




The
following table sets forth certain information regarding ownership of the
Company’s common shares by the Company’s officers and directors as of June 1,
2010.




Title
      of Class
            Name
      and Address of Owner
            Shares
      and Rights
              Beneficially
      Owned
              or
      Controlled (1)
            Percent
              Of
              Class
      (1)Common
      Stock
            Fan
      Di (2)
              Room
      A, F/22, Noble Center, 3 rd Fu Zhong Road,
              Fu
      Tian District, Shen Zhen, 518026,
              Guang
      Dong Province, P. R. China
            335,885
            33.2%Common
      Stock
            Fu
      Li
              Room
      A, F/22, Noble Center, 3 rd Fu Zhong Road,
              Fu
      Tian District, Shen Zhen, 518026,
              Guang
      Dong Province, P. R. China
            40,000
            4.0%(1)
            Where
      persons listed on this table have the right to obtain additional shares of
      common stock through the exercise of outstanding options or warrants
      within 60 days from June 1, 2010, these additional shares are deemed to be
      outstanding for the purpose of computing the percentage of common stock
      owned by such persons, but are not deemed to be outstanding for the
      purpose of computing the percentage owned by any other person. Based on
      1,012,551 shares of common stock outstanding as of June 1,
      2010.(2)
            These
      shares are held by China Merchants DiChain Investment Holdings Limited. As
      Dr. Fan is a director of China Merchants DiChain Investment Holdings
      Limited and a director of the sole controlling shareholder of China
      Merchants DiChain Investment Holdings Limited, he is deemed to be
      beneficial owner of these shares.




ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY
TRANSACTIONS




Title
      of Class
            Name
      and Address of Owner
            Shares
      and Rights
              Beneficially
      Owned
              or
      Controlled (1)
            Percent
              Of
              Class
      (1)Common
      Stock
            China
      Merchants DiChain Investment Holdings
              Limited
      (2)
              Room
      A, F/22, Noble Center, 3 rd Fu Zhong Road,
              Fu
      Tian District, Shen Zhen, 518026,
              Guang
      Dong Province, P. R. China
            235,885
            23.3%Common
      Stock
            Dr. Fan
      Di (2)
              Room
      A, F/22, Noble Center, 3 rd Fu Zhong Road,
              Fu
      Tian District, Shen Zhen, 518026,
              Guang
      Dong Province, P. R. China
            335,885
            33.2%   - 15
-
 Table of Contents
    Title
      of Class
            Name
      and Address of Owner
            Shares
      and Rights
              Beneficially
      Owned
              or
      Controlled (1)
            Percent
              Of
              Class
      (1)Common
      Stock
            Fivestar
      International Limited
              R2908,
      29/F, Guo Ji Ming Yuan, You Yi Road,
              Luo
      Hu District, Shen Zhen Province, 518000,
              Guang
      Dong Province, P. R. China
            77,000
            7.6%Common
      Stock
            Sino
      Castle Holdings Ltd
              R2908,
      29/F, Guo Ji Ming Yuan, You Yi Road,
              Luo
      Hu District, Shen Zhen Province, 518000,
              Guang
      Dong Province, P. R. China
            75,000
            7.4%Common
      Stock
            Mart
      Burkit Limited
              R2908,
      29/F, Guo Ji Ming Yuan, You Yi Road,
              Luo
      Hu District, Shen Zhen Province, 518000,
              uang
      Dong Province, P. R. China
            75,000
            7.4%Common
      Stock
            Rich
      Gush Limited
              R2908,
      29/F, Guo Ji Ming Yuan, You Yi Road,
              Luo
      Hu District, Shen Zhen Province, 518000,
              Guang
      Dong Province, P. R. China
            75,000
            7.4%Common
      Stock
            Mart
      Express Limited
              R2908,
      29/F, Guo Ji Ming Yuan, You Yi Road,
              Luo
      Hu District, Shen Zhen Province, 518000,
              Guang
      Dong Province, P. R. China
            75,000
            7.4%Common
      Stock
            Global
      China Enterprises Limited
              R2908,
      29/F, Guo Ji Ming Yuan, You Yi Road,
              Luo
      Hu District, Shen Zhen Province, 518000,
              Guang
      Dong Province, P. R. China
            75,000
            7.4%Common
      Stock
            Asian
      Century Development Limited
              C/O
      16F Chinese Bank Building, 61
              Des
      Veoux Road Central
              Hong
      Kong
            69,295
            6.8%




(1)
            Based
      on 1,012,551 shares of common stock outstanding as of June 1,
      2010.(2)
            These
      shares are held of record by China Merchants DiChain Investment Holdings
      Limited. As Dr. FAN is a director of China Merchants DiChain
      Investment Holdings Limited and a director of the sole controlling
      shareholder of China Merchants DiChain Investment Holdings Limited, he is
      deemed to be beneficial owner of these
shares.






- 16
-
 Table of Contents




CONTROL
BY FOREIGN GOVERNMENT OR OTHER PERSONS




As of
June 1, 2010 the Company was 23.3% indirectly owned by DiChain Investment
Holdings Limited, an investment holding company located in Hong
Kong.




None of
the Company’s common shareholders has different voting rights than any of the
Company’s other common shareholders.




CHANGE IN
SHAREHOLDINGS




China
Merchants DiChain Investment Holdings Limited issued totally 45,200,000 shares
(pre-split) on 21 September 2005 at US$0.01 each to six companies as listed in
item#7. Subsequent to the 1:100 reverse split, the holdings of China Merchants
DiChain Investment Holdings Limited’s shareholding have been diluted to 27% from
64.3%.  As of June 1, 2010, the holdings of China Merchants DiChain
Investment Holdings Limited were 235,885 shares or 23.3% of the outstanding
shares.




CHANGE OF
CONTROL




As of the
date of this annual report, there are no arrangements known to the Company that
may at a subsequent date result in a change of control of the
Company




UNITED
STATES SHAREHOLDERS




As of
June 1, 2010, there were 77 registered holders of the Company’s common shares in
the United States, with combined holdings of 68,729 shares representing 6.8% of
the issued shares of the Company.  In addition, CEDE & Co held
43,888 shares of record, representing 4.3% of the issued shares of the Company.
The Company does not know how many beneficial shareholders it has in the United
States, but management believes there are less than 300 such
shareholders.




B.  RELATED
PARTY TRANSACTIONS.





Other
than as disclosed below, for the period from December 31, 2006 through December
31, 2009, the Company has not entered into any transactions or loans between the
Company and any (a) enterprises that directly or indirectly through one or more
intermediaries, control or are controlled by, or are under common control with,
the Company; (b) associates; (c) individuals owning, directly or indirectly, an
interest in the voting power of the Company that gives them significant
influence over the Company, and close members of any such individuals’ family;
(d) key management personnel and close members of such individuals’ families; or
(e) enterprises in which a substantial interest in the voting power is owned,
directly or indirectly, by any person described in (c) or (d) or over which such
a person is able to exercise significant influence.





The
Company’s corporate office was located at Room A, F/22, Noble Center, 3rd Fu
Zhong Road, Fu Tian District, Shen Zhen, 518026, Guang Dong Province, P. R.
China. The Company shared the offices of China Merchants DiChain (Asia) Ltd from
January, 2005 to September, 2005, and was allocated HK$15,000 per month
(US$1,923 as of October 01, 2005) as its pro rata share of the cost of the
facility. There is no written agreement regarding this office sharing
arrangement.





The
Company shared the offices of DC Capital Management, Inc. from October, 2005 to
December, 2006, and was allocated HK$13,400 per month (US$1,718 as of January
01, 2006) as its pro rata share of the cost of the facility. There was no
written agreement regarding this office sharing arrangement.






- 17
-
 Table of Contents






The
Company has shared the offices of Fars ight
Holdings, Ltd. since January 2008 and is allocated 10,200 RMB (US $1,500) per
month as its pro rata share of the cost of the facility. There is no written
agreement regarding this office sharing arrangement.





China
Technology Global Corporation, a company indirectly owned by DiChain Holdings
Limited, and China Merchants DiChain (Asia) Limited (“China Merchants DiChain”)
have advanced $205,708 and $197,128 to the Company, respectively, since October
1, 2003. These advances have been made on an interest-free basis, with no fixed
term or repayment date. DiChain Holdings Limited and DC Capital Management,
Inc., companies sharing mutual ownership with the Company, have advanced $26,790
and $45,000 to the Company, respectively, since January 1, 2005. These advances
have been made on an interest-free basis, with no fixed term or repayment date.
Farsight Holdings Limited, an affiliate of the Company, has advanced $46,000
since January 1, 2006. These advances have been made on an interest-free basis,
with no fixed term or repayment date.





On August
16, 2007 the company issued 7,437,514 common shares (pre-split) as payment for
the above related company payables. The stock was issued at the most recent
stock sale of $.07 per share for a total value of $520,626.


Farsight
Holdings Limited, an affiliate of the Company, has advanced $134,008 since June
1, 2007. These advances have been made on an interest-free basis, with no fixed
term or repayment date.





C.  INTERESTS
OF EXPERTS AND COUNSEL.





Not
applicable.




ITEM 8. FINANCIAL INFORMATION




A.
FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION




Description
            PageChina
      Heli Resource Renewable Incorporated Financial StatementsReports
      of Independent Registered Public Accounting Firm- Lake & Associates
      CPA’s LLC
            F-1Balance
      Sheets as of December 31, 2009, 2008, 2007, and 2006
            F-2Statements
      of Operations and Comprehensive Loss for the Years Ended December 31,
      2009, 2008, 2007, and 2006
            F-3Statements
      of Stockholders’ Equity for the Years Ended December 31, 2009, 2008, 2007,
      and 2006
            F-4Statements
      of Cash Flows for the Years Ended December 31, 2009, 2008, 2007, and
      2006
            F-5Notes
      to Financial Statements
            F-6






- 18
-
 Table of Contents





LEGAL
PROCEEDINGS





The
Company knows of no material, active or pending legal or arbitration proceedings
against it; nor is the Company involved as a plaintiff in any material
proceeding or pending litigation. There are no legal or arbitration proceedings
(including governmental proceedings pending or known to be contemplated) which
may have, or have had in the recent past, significant effects on the Company’s
financial position or profitability.





DIVIDEND
POLICY





The
Company has not paid any dividends on its common shares and does not intend to
pay dividends on its common shares in the immediate future. Any decision to pay
dividends on its common shares in the future will be made by the board of
directors on the Company on the basis of earnings, financial requirements and
other such conditions that may exist at that time.




B.  SIGNIFICANT
CHANGES.





None.




It em 9.THE OFFER AND LISTING





A.  OFFERING
AND LISTING DETAILS.





Not
Applicable





B.  PLAN
OF DISTRIBUTION.





Not
applicable





C.  MARKETS.





Not
applicable





D.  SELLING
SHAREHOLDERS.





Not
applicable.





E.  DILUTION.





Not
applicable.




F.  EXPENSES
OF THE ISSUE.





Not
applicable.






- 19
-
 Table of Contents




ITEM 10.   ADDITIONAL INFORMATION.





A.  SHARE
CAPITAL.





Not
applicable





B.  MEMORANDUM
AND ARTICLES OF ASSOCIATION.





The
Company is incorporated in the Territory of the British Virgin Islands under the
International Business Companies Act, Cap. 291, IBC No. 569163. The Company’s
objects and purposes, found in paragraph 4 of the Memorandum of Association, are
general in nature and permit the Company to engage in any business, acts, or
activities which are not prohibited under any law for the time being in force in
the British Virgin Islands.





There are
no provisions in the Company’s Articles of Association that limit a director’s
power to vote on a matter in which he is materially interested, to vote
compensation to himself or any other director in the absence of an independent
quorum, or to vote on matters regarding borrowings by the Company. There are no
retirement age requirements, and there are no shareholding requirements to
qualify as a director.





The
Company has only one class of stock: ordinary (or common) shares. The holders of
ordinary shares do not have dividend rights, are entitled to one vote for each
share held of record on all matters submitted to the stockholders, do not have
rights to share in the Company’s profits, have rights to share in any surplus in
the event of liquidation, do not have redemption or sinking fund provisions, are
not liable to further capital calls by the Company, and are not subject to any
provisions discriminating against any existing or prospective holder of such
securities as a result of such shareholder owning a substantial number of
shares.





In order
to change the rights of holders of any class of the Company’s stock, the
Memorandum of Association must be amended by a majority vote of the Company’s
shareholders and of the holders of any class of stock whose rights are
changed.





Annual or
special meetings of the Company’s shareholders are called by the directors at
any time or place of their choosing and must be called upon the written request
of shareholders holding ten percent (10%) or more of the outstanding shares of
the Company’s common stock. At least seven days notice of a shareholders’
meeting must be given. A shareholder may be represented at a meeting by a proxy
who may speak and vote on behalf of the shareholder.





There are
no limitations on the rights to own the Company’s securities or the rights of
non-residents or foreign shareholders to hold or exercise voting rights on the
securities imposed by foreign law or the Company’s constituent
documents.





There are
no provisions in the Company’s Memorandum or Articles of Association that would
have an effect on delaying, deferring or preventing a change in control of the
Company and that would operate only with respect to a merger, acquisition or
corporate restructuring involving the Company or any of its
subsidiaries.





There are
no provisions in the Company’s Articles of Association governing an ownership
threshold above which shareholder ownership must be disclosed.





With
regard to the foregoing matters, the laws in the British Virgin Islands are not
significantly different than those in the United States.





There are
no conditions in the Memorandum and Articles of Association governing changes in
the Company’s capital or changes in the rights of holders of any class of its
stock that are more stringent than is required by law.






- 20
-
 Table of Contents




C.  MATERIAL
CONTRACTS.





We have
not entered into any material contracts related to our business operations other
than in the ordinary course of business and other than those described in “Item
4. Information on the Company” and in “Item 7. Major Shareholders and Related
Party Transactions” or elsewhere in this annual report.





D.  EXCHANGE
CONTROLS.





The
Company’s business is conducted in and from Hong Kong and the People’ Republic
of China (the “PRC”) in Hong Kong dollars and the PRC Renminbi. Periodic reports
made to U.S. shareholders are expressed in U.S. dollars using the then-current
exchange rates.





The PRC
Government imposes foreign currency control in part through direct regulation of
the conversion of Renminbi into foreign exchange and through foreign trade
restrictions. The conversion of the Renminbi into U.S. dollars must be based on
the People’s Bank of China (“PBOC”) Rate. The PBOC Rate is set based on the
previous day’s PRC interbank foreign exchange market rate and with reference to
current exchange rates on the world financial markets. In line with the
unification of the two exchange rates, the Renminbi was revalued at
HK$1.00=RMB1.12 and US$1.00=RMB8.70 on January 3, 1994. Since revaluation, the
exchange rate has fluctuated between a range of US$1.00 = RMB6.80 and US$1.00 =
RMB8.70.


The Hong
Kong dollar is freely convertible into the U.S. dollar. Since October 17, 1983,
the Hong Kong dollar has been pegged to the U.S. dollar at HK$7.80 to US$1.00.
The central element in the arrangements for the peg is an agreement between the
Hong Kong government and the three Hong Kong banknote issuing banks, HSBC,
Standard Chartered Bank and the Bank of China. Under the agreement, certificates
of indebtedness, which are issued by the Hong Kong Government Exchange Fund to
the banknote issuing bank to be held as cover for their banknote issues, are
issued and redeemed only against payment in U.S. dollars, at the fixed exchange
rate of US$1.00 = HK$7.80. When the bank notes are withdrawn from circulation,
the banknote issuing banks surrender the certificates of indebtedness to the
Hong Kong Government Exchange Fund and are paid the equivalent of U.S. dollars
at the fixed rate. Exchange rates between the Hong Kong dollar and other
currencies are influenced by the linked rate between the U.S. dollar and the
Hong Kong dollar.





The
market exchange rate of the Hong Kong dollar against the U.S. dollar continues
to be determined by the forces of supply and demand in the foreign exchange
market. However, against the background of the fixed rate system which applies
to the issue of Hong Kong currency in the form of bank notes, as described
above, the market exchange rate has not deviated significantly from HK$7.80 to
US$1.00. See “Selected Financial Data” in Item 3 of this annual report. The Hong
Kong government has stated its intention to maintain the link at that rate. The
Hong Kong government has stated that is has no intention of imposing exchange
controls in Hong Kong and that the Hong Kong dollar will remain freely
convertible into other currencies (including the U.S. dollar). The PRC and the
United Kingdom agreed in 1984 pursuant to the Joint Declaration of the
Government of the United Kingdom of Great Britain and Northern Ireland and the
Government of the People’s Republic of China on the Question of Hong Kong (“the
Joint Declaration”) that, after Hong Kong became a special administrative region
of the PRC (the “SAR”) on July 1, 1997, the Hong Kong dollar will continue to
circulate and remain freely convertible. However, no assurance can be given that
the SAR government will maintain the peg at HK$7.80 to US$1.00, if at
all.





E.  TAXATION.





There are
no British Virgin Islands (“BVI”) governmental laws, decrees or regulations
affecting the remittance of dividends or other payments to nonresident holders
of the Company’s securities. U.S. holders of the Company’s securities are
subject to no taxes or withholding provisions under existing BVI laws and
regulations. By reason of the fact that the Company conducts no business within
the BVI, there are no applicable reciprocal tax treaties between the BVI and the
U.S. that would affect the preceding statement that there are no BVI taxes,
including withholding provisions, to which U.S. security holders are subject
under existing laws and regulations of the BVI.




F.  DIVIDENDS
AND PAYING AGENTS.





Not
applicable.







- 21
-
 Table of Contents








G.  STATEMENT
BY EXPERTS.





Not
applicable.





H.  DOCUMENTS
ON DISPLAY.





The
constituent documents concerning the Company may be inspected at the offices of
its U.S. counsel, Dill Dill Carr Stonbraker & Hutchings, P.C., 455 Sherman
Street, Suite 300, Denver, Colorado 80203, Attn.: Fay M. Matsukage,
Esq.





The
Company’s documents publicly filed with the Securities and Exchange Commission
may also be viewed and inspected at the SEC’s Public Reference Room located at
100 F Street, N.E., Room 1580, Washington, DC 20549. Copies may also be obtained
from the SEC at prescribed rates.





I.  SUBSIDIARIES
INFORMATION.





Not
applicable.





ITEM 11.   QUANTATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK





Not
applicable.





ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN
EQUITY





Not
applicable.




- 22
-
 Table of Contents


PART
II




ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND
DELINQUENCIES




Not
applicable.




ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF
SECURITY HOLDERS AND USE OF PROCEEDS




Not
applicable.




ITEM 15.  CONTROLS AND PROCEDURES.





As
required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end
of the period covered by this annual report, being December 31, 2009, we have
carried out an evaluation of the effectiveness of the design and operation of
our company’s disclosure controls and procedures. This evaluation was carried
out under the supervision and with the participation of our company’s
management, including our company’s Chief Executive Officer and our Chief
Financial Officer. Based upon that evaluation, our company’s Chief Executive
Officer and our Chief Financial Officer concluded that our company’s disclosure
controls and procedures are effective as at the end of the period covered by
this report. There have been no changes in our company’s internal controls over
financial reporting during the period covered by this annual report that have
materially affected, or are reasonably likely to materially affect, our internal
controls over financial reporting.




Disclosure
controls and procedures and other procedures that are designed to ensure that
information required to be disclosed in our reports filed or submitted under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported,
within the time period specified in the Securities and Exchange Commission’s
rules and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed in our reports filed under the Securities Exchange Act of 1934 is
accumulated and communicated to management including our Chief Executive Officer
and our Chief Financial Officer as appropriate, to allow timely decisions
regarding required disclosure.




ITEM 16. [Reserved]





Not
applicable.





ITEM 16A.  AUDIT COMMITTEE FINANCIAL
EXPERT





The Board
of Directors has determined that the Company has at least one member who is a
financial expert, Dr. Fan Di. Dr. Fan is not considered to be an “independent
director” as that term is defined in Rule 4200(a) (15) of the National
Association of Securities Dealers.





ITEM 16B.  CODE OF ETHICS





The
Company has not yet adopted a code of ethics that applies to the Company’s
principal executive officer, principal financial officer, principal accounting
officer, or controller, or persons performing similar functions. Given the
Company’s current operations, management does not believe a code of ethics is
necessary at this stage of the Company’s development.








- 23
-
 Table of Contents





ITEM 16C.   PRINCIPAL ACCOUNTANT FEES AND
SERVICES




AUDIT
FEES





For the
fiscal years ended December 31, 2009 and December 31, 2008, the Company’s
principal accountant billed $10,000 and $12,500, respectively, for the audit of
the Company’s annual financial statements or services that are normally provided
by the accountant in connection with statutory and regulatory filings or
engagements for those fiscal years.





AUDIT
RELATED FEES





For the
fiscal years ended December 31, 2009 and December 31, 2008, the Company’s
principal accountant billed $nil and $nil, respectively, for assurance and
related services that were reasonably related to the performance of the audit or
review of the Company’s financial statements outside of those fees disclosed
above under “Audit Fees”.





TAX
FEES





For the
fiscal years ended December 31, 2009 and December 31, 2008, the Company’s
principal accountant billed $nil and $nil, respectively, for tax compliance, tax
advice, and tax planning services.





ALL OTHER
FEES





For the
fiscal years ended December 31, 2009 and December 31, 2008, the Company’s
principal accountant billed $nil and $nil, respectively, for products and
services other than those set forth above.




PRE-APPROVAL
POLICIES AND PROCEDURES





Prior to
engaging the Company’s accountants to perform a particular service, the
Company’s board of directors obtains an estimate for the service to be
performed. The Company’s board of directors reviews and pre-approves all audit
and audit-related services and the fees and other compensation related thereto,
and any non-audit services provided by the Company’s external auditors. The
board of directors in accordance with procedures for the Company approved all of
the services described above.





At no
time since the commencement of the Company’s most recently completed financial
year has the Company relied on the waiver in paragraph (c)(7)(i)(C) of Rule 2-01
of Regulation S-X.





PRINCIPAL
ACCOUNTANT SERVICES





To the
best of the Company’s knowledge, the percentage of hours expended on the
Company’s principal accountant’s engagement to audit the Company’s financial
statements for the fiscal year ended December 31, 2008, that were attributed to
work performed by persons other than the principal accountant’s full-time
permanent employees was less than fifty percent (50%).





ITEM 16D.  EXEMPTIONS FROM THE LISTING STANDARDS FOR
AUDIT COMMITTES





Not
applicable.




ITEM 16E.  PURCHASES OF EQUITY SECURITIES BY THE
ISSUER AND AFFILIATED PERSONS





Not
applicable.






- 24
-
 Table of Contents




PART
III




ITEM 17.   FINANCIAL STATEMENTS




See Item
18.




ITEM 18.   FINANCIAL STATEMENTS




Description
            
            PageChina
      Heli Resource Renewable Incorporated Financial StatementsReports
      of Independent Registered Public Accounting Firm- Lake & Associates
      CPA’s LLC
            
            F-1Balance
      Sheets as of December 31, 2009, 2008, 2007, and 2006
            
            F-2Statements
      of Operations and Comprehensive Loss for the Years Ended December 31,
      2009, 2008, 2007, and 2006
            
            F-3Statements
      of Stockholders’ Equity for the Years Ended December 31, 2009, 2008, 2007,
      and 2006
            
            F-4Statements
      of Cash Flows for the Years Ended December 31, 2009, 2008, 2007, and
      2006
            
            F-5Notes
      to Financial Statements
            
            F-6






- 25
-
   
 
 REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  To the
Board of Directors and
  Stockholders
of China Heli Resource Renewable Incorporated
  We have
audited the accompanying balance sheet of China Heli Resource Renewable
Incorporated (the “Company”) as of December 31, 2009, 2008 and 2007 and related
statements of operations, stockholders’ deficit, and cash flows for the years
ending December 31, 2009, 2008 and 2007. These financial statements are the
responsibility of the company’s management. Our responsibility is to express an
opinion on these financial statements based on our audits.
  We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
  In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of China Heli Resource Renewable
Incorporated as of December 31, 2009, 2008 and 2007 and the results of its
operations and its cash flows for years ended December 31, 2009, 2008 and 2007
in conformity with accounting principles generally accepted in the United States
of America.
  The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern.  The Company has a deficit book value and
a negative cash flow from operations that have placed substantial doubt as to
whether the Company can continue as a going concern. The ability of the Company
to continue as a going concern is dependent on developing operations, increasing
revenues, and obtaining new capital. As of this report date management has not
enacted a plan to raise capital and increase sales.
  
  /s/Lake
& Associates, CPA’s
LLC
 Lake
& Associates, CPA’s LLC
 Schaumburg,
Illinois
 July 14,
2010
  1905
Wright Boulevard
 Schaumburg,
IL  60193
  Phone:
847.524.0800
 Fax:
847.524.1655
  F -
1
 Table of Contents
 CHINA
      HELI RESOURCE RENEWABLE INCORPORATEDBALANCE
      SHEETSAs
      of December 2009, 2008, 2007, 2006ASSETS2009
              
              
              2008
              
              
              2007
              
              
              2006CURRENT
      ASSETSInvestment
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -TOTAL
      ASSETS
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -LIABILITIES
      AND STOCKHOLDERS EQUITY (Deficit)CURRENT
      LIABILITIESOther
      payables and accrued liabilities
              
              
              225,780
              
              
              
              666,830
              
              
              
              622,458
              
              
              
              574,898Advances
      from related parties
              
              
              80,783
              
              
              
              44,567
              
              
              
              21,718
              
              
              
              521,401Note
      payable
              
              
              -
              
              
              
              100,000
              
              
              
              100,000
              
              
              
              100,000TOTAL
      LIABILITIES
              
              
              306,563
              
              
              
              811,397
              
              
              
              744,176
              
              
              
              1,196,298STOCKHOLDERS
      EQUITY (DEFICIT)Paid-in
      Capital, no par value, 500,000,000 shares authorized872,551
      as of 2009 and 2008, 871,963 as of 2007, and 797,588 shares issued and
      outstanding as of 2006
              
              
              6,670,446
              
              
              
              5,951,305
              
              
              
              5,951,305
              
              
              
              5,430,679Stock
      subscriptions receivable
              
              
              (452,000
              )
              
              
              (452,000
              )
              
              
              (452,000
              )
              
              
              (452,000
              )Allowance
      for doubtful stock subscriptions receivable
              
              
              452,000
              
              
              
              452,000
              
              
              
              452,000
              
              
              
              452,000Retained
      Earnings (Deficit)
              
              
              (6,977,009
              )
              
              
              (6,762,702
              )
              
              
              (6,695,480
              )
              
              
              (6,626,977
              )TOTAL
      STOCKHOLDERS EQUITY (DEFICIT)
              
              
              (306,563
              )
              
              
              (811,397
              )
              
              
              (744,176
              )
              
              
              (1,196,298
              )TOTAL
      LIABILITIES AND STOCKHOLDERS EQUITY
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -The
      accompanying notes are an integral part of these financial
      statements






F -
2
 Table of Contents
  
 CHINA
      HELI RESOURCE RENEWABLE INCORPORATEDSTATEMENT
      OF OPERATIONSFor
      The Years Ended December 31, 2009, 2008, 2007, 20062009
              
              
              2008
              
              
              2007
              
              
              2006REVENUESSales
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -Cost
      of SalesGROSS
      PROFITOPERATING
      EXPENSESGeneral
      and administrative expenses
              
              
              214,307
              
              
              
              67,221
              
              
              
              68,503
              
              
              
              113,813TOTAL
      OPERATING EXPENSES
              
              
              214,307
              
              
              
              67,221
              
              
              
              68,503
              
              
              
              113,813OPERATING
      INCOME (LOSS)
              
              
              (214,307
              )
              
              
              (67,221
              )
              
              
              (68,503
              )
              
              
              (113,813
              )INCOME
      FROM CONTINUING OPERATIONS
              
              
              (214,307
              )
              
              
              (67,221
              )
              
              
              (68,503
              )
              
              
              (113,813
              )NET
      INCOME (LOSS)
              
              
              (214,307
              )
              
              
              (67,221
              )
              
              
              (68,503
              )
              
              
              (113,813
              )OTHER
      COMPREHENSIVE (LOSS) INCOME
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -COMPREHENSIVE
      LOSS
              
              $
              (214,307
              )
              
              $
              (67,221
              )
              
              $
              (68,503
              )
              
              $
              (113,813
              )NET
      LOSS COMMON PER SHAREBasic
      and Fully Dilluted
              
              $
              (0.25
              )
              
              $
              (0.08
              )
              
              $
              (0.08
              )
              
              $
              (0.14
              )WEIGHTED
      AVERAGE COMMON SHARES OUTSTANDING,
              
              
              872,551
              
              
              
              825,470
              
              
              
              825,301
              
              
              
              797,588BASIC
      AND DILUTEDThe
      accompanying notes are an integral part of these financial
      statements
   
 F -
3
 Table of Contents
   
 China
      Heli Resource RenewableStatement
      of Stockholders' EquityAs
      of December 2009, 2008, 2007, 2006Allowance
      ForCommon
      Stock
              
              
              
              
              
              DoubtfulStock
      Subscriptions
              
              
              Stock
      Subscriptions
              
              
              RetainedShares
              
              
              Amount
              
              
              Receivable
              
              
              Receivable
              
              
              (Deficit)
              
              
              TotalBalance,
      December 31, 2005
              
              
              797,588
              
              
              $
              5,430,679
              
              
              $
              (452,000
              )
              
              $
              452,000
              
              
              $
              (6,513,165
              )
              
              $
              (1,082,485
              )Net
      Income (Loss) for the Year
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (113,813
              )
              
              
              (113,813
              )Balance,
      December 31, 2006
              
              
              797,588
              
              
              
              5,430,679
              
              
              
              (452,000
              )
              
              
              452,000
              
              
              
              (6,626,978
              )
              
              
              (1,196,298
              )Issuance
      of stock for services and debt
              
              
              74,375
              
              
              
              520,626
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              520,626Net
      Income (Loss) for the Year
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (68,503
              )
              
              
              (68,503
              )Balance,
      December 31, 2007
              
              
              871,963
              
              
              
              5,951,305
              
              
              
              (452,000
              )
              
              
              452,000
              
              
              
              (6,695,481
              )
              
              
              (744,176
              )100:1
      Reverse split fractional shares
              
              
              588
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Net
      Income (Loss) for the Year
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (67,221
              )
              
              
              (67,221
              )Balance,
      December 31, 2008
              
              
              872,551
              
              
              
              5,951,305
              
              
              
              (452,000
              )
              
              
              452,000
              
              
              
              (6,762,702
              )
              
              
              (811,397
              )Reduction
      of outstanding liabilities (see notes D and E)
              
              
              
              719,141
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              719,141Net
      Income (Loss) for the Year
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (214,307
              )
              
              
              (214,307
              )Balance,
      December 31, 2009
              
              
              872,551
              
              
              $
              6,670,446
              
              
              $
              (452,000
              )
              
              $
              452,000
              
              
              $
              (6,977,009
              )
              
              $
              (306,563
              )The
      accompanying notes are an integral part of these financial
      statements
   
 F -
4
 Table of Contents
 
 CHINA
      HELI RESOURCE RENEWABLE INCORPORATEDSTATEMENT
      OF CASH FLOWSFor
      The Years Ended December 31, 2009, 2008, 2007, 20062009
              
              
              2008
              
              
              2007
              
              
              2006CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
              
              $
              (214,307
              )
              
              $
              (67,221
              )
              
              $
              (68,503
              )
              
              $
              (113,813
              )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Accounts
      payable and accrued liabilities
              
              
              178,092
              
              
              
              43,592
              
              
              
              47,560
              
              
              
              67,038NET
      CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
              
              
              (36,215
              )
              
              
              (23,629
              )
              
              
              (20,943
              )
              
              
              (46,775
              )CASH
      FLOWS FROM INVESTING ACTIVITIES:NET
      CASH (USED IN) INVESTING ACTIVITIESCASH
      FLOWS FROM FINANCING ACTIVITIES:Advances
      from related parties
              
              
              36,215
              
              
              
              23,629
              
              
              
              20,943
              
              
              
              46,775NET
      CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
              
              
              36,215
              
              
              
              23,629
              
              
              
              20,943
              
              
              
              46,775NET
      INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -CASH
      AND CASH EQUIVALENTSBeginning
      of Period
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -End
      of Period
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -The
      accompanying notes are an integral part of these financial
      statements







F -
5
 Table of Contents
  CHINA
HELI RESOURCE RENEWABLE INCORPORATED
 NOTES TO
THE FINANCIAL STATEMENTS
 For the
Years Ended December 31, 2009, 2008, 2007 and 2006
 
 NOTE A - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES
 
 Business
Activity
 
 China
Heli Resource Renewable Incorporated(the “Company”) was incorporated on November
25, 2003 in the British Virgin Islands, formerly known as China Pharmaceuticals
International Corporation, China Pharmaceuticals, Corp., Wilmington Rexford,
Inc., E-Trend Networks, Inc., Cool Entertainment, Inc. and prior to March 1,
1999, Minas Novas Gold Corp. Minas Novas Gold Corp was incorporated in the State
of Colorado on June 17, 1996, to engage in mining operations. On March 1, 1999,
the Company acquired Cool Entertainment, Inc. and changed its name accordingly.
From March 1, 1999 to November 2000, the Company was able to generate only a
minimal amount of revenues. On February 21, 2001, the Company acquired E-Trend
Networks, Inc. The Company changed its name to E-Trend Networks, Inc. and
changed its domicile to the State of Delaware. On December 26, 2001 an agreement
was reached whereby a new organization and management team led by eAngels
Equity, LLC would acquire controlling interest in E-Trend Networks, Inc.
Effective February 19, 2002, the Company changed its name to Wilmington Rexford,
Inc. On February 13, 2004, the Company entered into an agreement with China
Merchants DiChain Investment Holdings Limited, pursuant to which the Company
spun out shares of its wholly owned subsidiary, E-Trend Networks, Inc. On March
25, 2004 the Company changed its name to China Pharmaceuticals Corporation.
Effective August 26, 2004, the Company changed its domicile to the British
Virgin Islands and its name to China Pharmaceuticals International Corporation.
On September 9, 2008, the company changed its name to China Heli Resource
Renewable Incorporated. Since October 2003, the Company has not engaged in any
business activities.
 
 Basis of
Presentation
 
 The
financial statements included herein were prepared under the accrual basis of
accounting in accordance with U.S. generally accepted accounting principles
(GAAP).
 
 Cash and Cash
Equivalents
 
 For
purposes of the Statement of Cash Flows, the Company considers liquid
investments with an original maturity of three months or less to be cash
equivalents.
 
 Management’s Use of
Estimates
 
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those
estimates.
 
 Comprehensive Income
(Loss)
 
 The
Company adopted FASB ASC 220 “Comprehensive Income”, formerly SFAS No. 130,“Reporting Comprehensive
Income,”, which establishes standards for the reporting and display of
comprehensive income and its components in the financial
statements.
 
 Foreign
Currencies
 
 Assets
and liabilities denominated in respective functional currencies are translated
into United States Dollars at the exchange rate as of the balance sheet date.
The share capital and retained earnings are translated at exchange rates
prevailing at the time of the transactions. Revenues, costs, and expenses
denominated in respective functional currencies are translated into United
States Dollars at the weighted average exchange rate for the period. The effects
of foreign currencies translation adjustments are included as a separate
component of accumulated other comprehensive income.
 
 Loss Per
Share
 
 The
Company applies FASB ASC 260 “Earnings Per Share”, formerly SFAS No. 128,
“Earnings Per Share” which requires dual presentation of net earnings (loss) per
share: Basic and Diluted. Basic earnings (loss) per share are computed using the
weighted average number of common shares outstanding during the period. Diluted
earnings per share is computed using the weighted average number of common
shares outstanding during the period adjusted for the effect of dilutive
outstanding options and warrants. Outstanding stock options and warrants were
not considered in the calculation of diluted net loss per share as their effect
was anti-dilutive.
 
 Fair Value of Financial
Instruments
 
 The
carrying amounts reported in the balance sheet for cash, accounts receivable,
accounts payable, and loans payable approximate fair value based on the
short-term maturity of these instruments. The carrying value of the Company’s
long-term debt approximated its fair value based on the current market
conditions for similar debt instruments.
   F -
6
 Table of Contents
 
 
 Fair Value
Accounting
 
 FASB ASC
820 “Fair Value Measurements and Disclosures”, formerly FASB Statement No. 157,
“Fair Value Measurements” (“FAS 157”), defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles,
and expands disclosures about fair value measurements. The provisions of FAS 157
were adopted January 1, 2008. In February 2008, the FASB staff issued Staff
Position No. 157-2 “Effective Date of FASB Statement No. 157” (“FSP FAS 157-2”).
FSP FAS 157-2 delayed the effective date of FAS 157 for nonfinancial assets and
nonfinancial liabilities, except for items that are recognized or disclosed at
fair value in the financial statements on a recurring basis (at least
annually).
 
 The
provisions of FASB ASC 820 are effective for the Company’s fiscal year beginning
January 1, 2009. FASB ASC 820 establishes a fair value hierarchy that
prioritizes the inputs to valuation techniques used to measure fair value. The
hierarchy gives the highest priority to unadjusted quoted prices in active
markets for identical assets or liabilities (Level 1 measurements) and the
lowest priority to unobservable inputs (Level 3 measurements). The three levels
of the fair value hierarchy under FASB ASC 820 are described below:
 
 Level
      1
              Unadjusted
      quoted prices in active markets that are accessible at the measurement
      date for identical, unrestricted assets or
  liabilities;
 
 Level
      2
              Quoted
      prices in markets that are not active, or inputs that are observable,
      either directly or indirectly, for substantially the full term of the
      asset or liability;
 
 Level
      3
              Prices
      or valuation techniques that require inputs that are both significant to
      the fair value measurement and unobservable (supported by little or no
      market activity).
 
 As of
December 31, 2009, the Company has no financial assets or
liabilities.
 
 Recently Issued Accounting
Pronouncements
 
 In June
2009, FASB approved the FASB Accounting Standards Codification (ASC) (“the
Codification”) as the single source of authoritative nongovernmental GAAP. All
existing accounting standard documents, such as FASB, American Institute of
Certified Public Accountants, Emerging Issues Task Force and other related
literature, excluding guidance from the Securities and Exchange Commission
(“SEC”), have been superseded by the Codification. All other non-grandfathered,
non-SEC accounting literature not included in the Codification has become
nonauthoritative. The Codification did not change GAAP, but instead introduced a
new structure that combines all authoritative standards into a comprehensive,
topically organized online database. The Codification is effective for interim
or annual periods ending after September 15, 2009, and impacts the Company’s
financial statements as all future references to authoritative accounting
literature will be referenced in accordance with the Codification. There have
been no changes to the content of the Company’s financial statements or
disclosures as a result of implementing the Codification during the quarter
ended September 30, 2009.
 
 As a
result of the Company’s implementation of the Codification during the year ended
December 31, 2009, previous references to new accounting standards and
literature are no longer applicable. In the current year financial statements,
the Company will provide reference to both new and old guidance to assist in
understanding the impacts of recently adopted accounting literature,
particularly for guidance adopted since the beginning of the current fiscal year
but prior to the Codification.
 
 Financial
Instruments
 
 Included
in FASB ASC 825 “Financial Instruments”, previously SFAS No. 159 “The Fair
Value Option for Financial Assets and Financial Liabilities — Including an
Amendment of FASB Statement No. 115”
 
 On
February 15, 2007, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standards No. 159,“The Fair Value Option for
Financial Assets and Financial Liabilities — Including an Amendment of FASB
Statement No. 115”  (“SFAS 159”).
This standard permits an entity to measure financial instruments and certain
other items at estimated fair value. Most of the provisions of SFAS No. 159
are elective; however, the amendment to FASB No. 115,“Accounting for Certain Investments
in Debt and Equity Securities” applies to all entities that own trading
and available-for-sale securities. The fair value option created by SFAS 159
permits an entity to measure eligible items at fair value as of specified
election dates. The fair value option (a) may generally be applied
instrument by instrument, (b) is irrevocable unless a new election date
occurs, and (c) must be applied to the entire instrument and not to only a
portion of the instrument. SFAS 159 is effective as of the beginning of the
first fiscal year that begins after November 15, 2007. Early adoption is
permitted as of the beginning of the previous fiscal year provided that the
entity (i) makes that choice in the first 120 days of that year,
(ii) has not yet issued financial statements for any interim period of such
year, and (iii) elects to apply the provisions of FASB 157. Management is
currently evaluating the impact of SFAS 159, if any, on the Company’s financial
statements.
 
  F -
7
 Table of Contents
  
 Included
in FASB ASC 805 “Business Combinations”, previously SFAS No. 141R “Business
Combinations” and in FASB ASC 810 “Consolidation”
 
 In
December 2007, the FASB issued two new statements: (a.) SFAS No. 141(revised
2007), Business
Combinations, and (b.) No. 160,Noncontrolling Interests in
Consolidated Financial Statements.  These statements are
effective for fiscal years beginning after December 15, 2008 and the application
of these standards will improve, simplify and converge internationally the
accounting for business combinations and the reporting of noncontrolling
interests in consolidated financial statements. The Company is in the process of
evaluating the impact, if any, on SFAS 141 (R) and SFAS 160 and does not
anticipate that the adoption of these standards will have any impact on its
financial statements.
 
 (a.)  SFAS
No. 141 (R) requires an acquiring entity in a business combination to: (i)
recognize all (and only) the assets acquired and the liabilities assumed in the
transaction, (ii) establish an acquisition-date fair value as the measurement
objective for all assets acquired and the liabilities assumed, and (iii)
disclose to investors and other users all of the information they will need to
evaluate and understand the nature of, and the financial effect of, the business
combination, and, (iv) recognize and measure the goodwill acquired in the
business combination or a gain from a bargain purchase.
 
 (b.)  SFAS
No. 160 will improve the relevance, comparability and transparency of financial
information provided to investors by requiring all entities to: (i) report
noncontrolling (minority) interests in subsidiaries in the same manner, as
equity but separate from the parent’s equity, in consolidated financial
statements, (ii) net income attributable to the parent and to the
non-controlling interest must be clearly identified and presented on the face of
the consolidated statement of income, and (iii) any changes in the parent’s
ownership interest while the parent retains the controlling financial interest
in its subsidiary be accounted for consistently.
 
 Included
in FASB ASC 815 “Derivatives and Hedging”, previously SFAS No. 161
“Disclosures about Derivative Instruments and Hedging Activities”
 
 In March
2008, the Financial Accounting Standards Board (“FASB”) issued Statement of
Financial Accounting Standards (“SFAS”) No. 161, “Disclosures about Derivative
Instruments and Hedging Activities”, an amendment of FASB Statement No. 133
(“SFAS No. 161”). The new standard is intended to improve financial reporting
about derivative instruments and hedging activities by requiring enhanced
disclosures to enable investors to better understand their effects on an
entity’s financial position, financial performance and cash flows. It is
effective for financial statements issued for fiscal years and interim periods
beginning after November 15, 2008. The Company does not believe that SFAS No.
161 will have a material impact on its financial statements.
 
 Included
in FASB ASC 105 “Generally Accepted Accounting Principles”
 
 In May
2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted
Accounting Principles. SFAS No. 162 identifies the sources for accounting
principles and the framework for selecting the principles to be used in
preparing financial statements of nongovernmental entities that are presented in
conformity with generally accepted accounting principles (GAAP) in the United
States. SFAS No. 162 was effective on November 15, 2008.
 
 NOTE B - SUPPLEMENTAL CASH
FLOW INFORMATION
 
 Supplemental
disclosures of cash flow information for the periods ended December 31, 2009,
2008, 2007 and 2006 is summarized as follows:
 
 Cash paid
during the period ended December 31, 2009, 2008, 2007 and 2006 for interest and
income taxes:
 
 2009
              
              2008
              
              2007
              
              2006Income
      Taxes
              
              0
              
              0
              
              0
              
              0Interest
              
              0
              
              0
              
              0
              
              0Common
      Stock Issued for Stock Subscriptions Receivable
              
              0
              
              0
              
              0
              
              0Common
      Stock Cancelled for Reversal of Investment
              
              0
              
              0
              
              0
              
              0
 
   F -
8
 Table of Contents
   NOTE C - SEGMENT
REPORTING
 
 FASB ASC
280 “Segment Reporting”, formerly SFAS No. 131,“Disclosures about Segments of an
Enterprise and Related Information” requires companies to report
information about operating segments in interim and annual consolidated
financial statements. It also requires segment disclosures about products and
services, geographic areas, and major customers. The Company determined that it
did not have any separately reportable operating segments as of December 31,
2009, 2008, 2007 and 2006.
 
 NOTE D - NOTES PAYABLE -
CURRENT AND LONG-TERM
 
 As of
December 31, 2009, notes payable consist of the following:
 
 2009
              
              2008
              
              2007
              
              2006Unsecured
      note payable to an unrelated party.Bearing
      10 % interest with a maturity date of May 16, 2004
              
              -
              
              100,000
              
              100,000
              
              100,000
 
 The
Company has disputed its obligation for this debt since 2005 and has produced
evidence which demonstrates that the debt is not a valid obligation of the
Company.  See note E for a further discussion regarding this note
payable.  For the years ended December 31, 2009, 2008, 2007 and 2006,
accrued interest was $0, $56,274, $46,274 and $36,274,
respectively.
 
 NOTE E -
CONTIGENCIES
 
 As of
December 31, 2008, the Company had a debt recorded in the amount of $375,244
payable to eAngels EquiDebt Partners (“eAngels”). The outstanding balance bore
interest at 10% per year and had accrued interest for the years ended December
31, 2008, 2007 and 2006 of $187,621, $150,097 and $112,573 respectively. The
Company has disputed their liability for this debt since 2005 and has provided
documentary evidence showing that this obligation was fully satisfied as part of
the share exchange transaction executed on February 13, 2004.  The
liability of $375,244 and accrued interest in the amount of $187,622 has been
removed from the balance sheet as of December 31, 2009.
 
 As of
December 31, 2008, the Company had a note payable in the amount of $100,000
recorded . The note bore interest at 10% per year and had accrued interest for
the years ended December 31, 2008, 2007 and 2006 of $56,274, $46,274 and
$36,274, respectively. The Company has disputed their liability for this
debt.  The Company has disputed their liability for this debt since
2005 and has provided documentary evidence showing that this obligation was
fully satisfied as part of the share exchange transaction executed on February
13, 2004.  The liability of $100,000 and accrued interest in the
amount of $56,274 has been removed from the balance sheet as of December 31,
2009.
 
 As of
December 31, 2008, the Company had accrued a liability in the amount of $2,000
for consulting services provided by FutureVest, Inc. The Company has disputed
their liability for this amount and FutureVest, Inc. has not provided any
information to substantiate that any services were provided.  As of
December 31, 2010 the liability has been eliminated and the charge to operating
expense has been reversed.
 
 As of
December 31, 2008, the Company had accrued a liability in the amount of $24,000
for consulting services provided by Alexis Global, Inc. The Company has disputed
their liability for this amount and Alexis Global, Inc. has not provided any
information to substantiate that any services were provided.  As of
December 31, 2010 the liability has been eliminated and the charge to operating
expense has been reversed.
   F -
9
 Table of Contents
 NOTE F - RELATED-PARTY
TRANSACTIONS
 
 Related Parties Payable
Stockholder
 
 China
Technology Global Corporation, a company indirectly owned by DiChain Holdings
Limited, and China Merchants DiChain (Asia) Limited (“China Merchants DiChain”)
have advanced $205,708 and $197,128 to the Company, respectively, since October
1, 2003. These advances have been made on an interest-free basis, with no fixed
term or repayment date. DiChain Holdings Limited and DC Capital Management,
Inc., companies sharing mutual ownership with the Company, have advanced $26,790
and $45,000 to the Company, respectively, since January 1, 2005. These advances
have been made on an interest-free basis, with no fixed term or repayment date.
Farsight Holdings Limited, an affiliate of the Company, has advanced $46,000
since January 1, 2006. These advances have been made on an interest-free basis,
with no fixed term or repayment date.
 
 On August
16, 2007 the company issued 7,437,514 common shares (pre-split) as payment for
the above related company payables. The stock was issued at the most recent
stock sale of $.07 per share for a total value of $520,626
 
 Farsight
Holdings Limited, an affiliate of the Company, has advanced $134,008 since
January 1, 2007. These advances have been made on an interest-free basis, with
no fixed term or repayment date.
 
 Share of Business
Offices
 
 The
Company shares the offices of Farsight Holdings, Ltd. and is allocated HK$11,700
per month (US$ 1,500) as its pro rata share of the cost of the facility. There
is no written agreement regarding this office sharing arrangement.
 
 Share of Office
Staff
 
 The
Company shared the office staff of DC Capital Management, Inc. from January 01,
2006 to December 31, 2006, and was allocated HK$10,000 per month (US$ 1,282) as
its pro rata share of the cost. There was no written agreement regarding this
staff sharing arrangement. No expenses were allocated during the year ended
December 31, 2009, 2008 & 2007.
 
 NOTE G - COMPREHENSIVE
INCOME
 
 Statement
of Financial Accounting Standards (SFAS) No. 130,“Reporting Comprehensive
Income,” establishes standards for reporting and display of comprehensive
income, its components and accumulated balances. Comprehensive income as defined
includes all changes in equity during a period from non-owner sources.
Accumulated comprehensive income, as presented in the accompanying statement of
changes in stockholders’ equity consists of changes in unrealized gains and
losses on foreign currency translation. This comprehensive income is not
included in the computation of income tax expense or benefit. For the years
ended December 31, 2009, 2008, 2007 and 2006, total comprehensive income was $0,
$0, $0 and $0, respectively.
 
 NOTE H - GOING
CONCERN
 
 As shown
in the accompanying audited financial statements, the Company has a deficit book
value and a negative cash flow from operations that have placed substantial
doubt as to whether the Company can continue as a going concern. The ability of
the Company to continue as a going concern is dependent on developing
operations, increasing revenues, and obtaining new capital. As of this report
date management has not enacted a plan to raise capital and increase
sales.
   F -
10
 Table of Contents
 
 NOTE I - INCOME
TAXES
 
 The
components of income taxes were as follows:
 
 2009
              
              
              2008
              
              
              2007
              
              
              2006Income
      tax benefit at combined statutory rate of 42.62%
              
              
              91,338
              
              
              
              28,668
              
              
              
              29,195
              
              
              
              48,507Change
      in Valuation Allowance
              
              
              (91,338
              )
              
              
              (28,668
              )
              
              
              (29,195
              )
              
              
              (48,507
              )
 
 The
income tax benefit for the year ended December 31, 2009, 2008, 2007 and 2006,
differed from the combined federal and provincial statutory rates due
principally to the decrease in the deferred tax asset valuation
allowance.
 
 Due to
mainly operating losses and the inability to recognize an income tax benefit
there from, there is no provision for current federal or state income taxes for
the years ended December 31, 2009, 2008, 2007 and 2006.
 
 Deferred
income taxes reflect the net tax effects of temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and
the amount used for federal and state income tax purposes.
 
 At
December 31, 2009, 2008 and 2007, the approximate deferred tax assets were as
follows:
 
 2009
              
              
              2008
              
              
              2007Non-capital
      loss carryforwards
              
              $
              2,635,182
              
              
              $
              2,399,875
              
              
              $
              2,332,611Capital
      assets
              
              
              -
              
              
              
              -
              
              
              
              -Total
      deferred tax assets
              
              
              2,614,182
              
              
              
              2,399,875
              
              
              
              2,332,611Less
      valuation allowance
              
              
              (2,614,182
              )
              
              
              (2,399,875
              )
              
              
              (2,332,611
              )Income
      Tax Benefit
              
              $
              -
              
              
              $
              -
              
              
              $
              -
   F -
11
 Table of Contents
   NOTE J - STOCK SUBCRIPTIONS
RECEIVABLE
 
 The
Company issued 45,200,000 shares (pre-split) on September 21, 2005 at $0.01 per
share as follows:
 
 Company
              
              Shares
              
              USDGlobal
      China Enterprises Limited
              
              7,500,000
              
              $
              75,000Mart
      Express Limited
              
              7,500,000
              
              
              75,000Rich
      Gush Limited
              
              7,500,000
              
              
              75,000Mart
      Burkit Limited
              
              7,500,000
              
              
              75,000Sino
      Castle Holdings Limited
              
              7,500,000
              
              
              75,000Fivestar
      International Limited
              
              7,700,000
              
              
              75,000TOTAL
              
              45,200,000
              
              $
              452,000
 
 As of
December 31, 2009, the investing companies have not paid the subscription amount
of $452,000 the amount is shown as possible uncollectible
subscriptions.
 
 NOTE K -
EQUITY
 
 On
September 17, 2008, the company executed a 100:1 reverse stock split on the
common stock. As a result, the total number of issued and outstanding shares was
reduced from 87,196,351 to 872,551 shares. This is inclusive of issuance of 588
shares of common stocks as fractional shares. All common stock and per share
data for all periods presented in these financial statements have been restated
to give effect to the reverse stock split.
 
 On August
16, 2007 the company issued 7,437,514 common shares (pre-split) as payment for
related company payables. The stock was issued at the most recent stock sale of
$.07 per share for a total value of $520,626.
 
 NOTE L – SUBSEQUENT
EVENTS
 
 On May
28, 2010, the Company approved the issuance of 140,000 shares of its common
stock as a compensation bonus for its employees at a conversion price of $0.15
per share.  The total value of these shares is $21,000 and the shares
have been issued to Di Fan and Li Fu.
 
  F -
12
 Table of Contents






ITEM 19. EXHIBITS




Exhibit
      No.
            Description12.1
            
            Certification
      of Chief Executive Officer Pursuant to Rule
  13a-14(a)12.2
            
            Certification
      of Chief Executive Officer and Chief Financial Officer Pursuant to Rule
      13a-14(a)13.1
            
            Certification
      of Chief Executive Officer and Chief Financial Officer Pursuant to 18
      U.S.C. Section 1350




- 26
-
 Table of Contents








SIGNATURES




The
Registrant hereby certifies that it meets all of the requirements for filing on
Form 20-F and that it has duly caused and authorized the undersigned to sign
this Report on its behalf.







CHINA
      HELI RESOURCE RENEWABLE INCORPORATED
              (Registrant)


Dated: 
      July 15, 2010
            /s/
      FAN
      Di
              FAN
      Di
              President
      (Chief Executive Officer),
              Acting
      Financial Officer






- 27
-
 Table of Contents





CHINA
HELI RESOURCE RENEWABLE INCORPORATED





EXHIBIT
INDEX
 TO
 ANNUAL
REPORT ON FORM 20-F


Exhibit
              Number
            
            Description
            
            Incorporated
      by Reference to:
            
            Filed
      Herewith12.1
            
            Certificate of Chief Executive Officer, pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.
            
            
            
            X12.2
            
            Certificate of Chief Finance Officer, pursuant to Section
      302 of the Sarbanes-Oxley Act of 2002.
            
            
            
            X13.1
            
            Certificate of Chief Executive Officer, pursuant to
      Section 906 of the Sarbanes-Oxley Act of 2002.
            
            
            
            X







- 28
-