UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




FORM 20-F/A


Amendment No. 1




o
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




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




OR




o
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




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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




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TABLE OF CONTENTS




PART I
PageItem 1.
Identity of Directors, Senior Management and Advisors
5Item 2.
Offer Statistics and Expected Timetable
5Item 3.
Key Information
5Item 4.
Information on the Company
8Item 5.
Operating and Financial Review and Prospects
10Item 6.
Directors, Senior Management and Employees
12Item 7.
Major Shareholders and Related Party Transactions
15Item 8.
Financial Information
18Item 9.
The Offer and Listing
19Item 10.
Additional Information
20Item 11.
Quantative and Qualitative Disclosures About Market Risk
22Item 12.
Description of Securities Other than Equity
22PART IIItem 13.
Defaults, Dividend Arrearages and Delinquencies
23Item 14.
Material Modifications to the Rights of Security Holders and Use of Proceeds
23Item 15.
Controls and Procedures
23Item 16.
[Reserved]
24Item 16A.
Audit Committee Financial Expert
24Item 16B.
Code of Ethics
24Item 16C.
Principal Accountant Fees and Services
24Item 16D.
Exemptions From the Listing Standards For Audit Committees
25Item 16E.
Purchases of Equity Securities by the Issuer and Affiliated Persons
25PART IIIItem 17.
Financial Statements
26Item 18.
Financial Statements
26Item 19.
Exhibits
27




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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.


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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”.




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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.






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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.






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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.






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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.






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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.






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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.






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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.




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.


Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended.Our company’s internal control over financial reporting is defined as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes policies and procedures that:
 
 ●
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and asset dispositions
 ●
provide reasonable assurance that transactions are recorded as necessary to permit the preparation of our financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
 ●
provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.
 
 Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
 Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we evaluated the effectiveness of our internal control over financial reporting as of December 31, 2009 based on the framework for Internal Control-Integrated Framework set forth by The Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded that our company’s internal controls over financial reporting were effective as of December 31, 2009.
 
 
 - 23 -
 Table of Contents
 
 
 This management report on internal control over financial reporting shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended or otherwise subject to the liabilities of that Section.
 
 This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Commission that permit us to provide only management’s report in this Annual 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.





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.




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.







- 24 -
 Table of Contents




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.
   - 25 -
 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










- 26 -
   
 
 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











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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:  February 11, 2011
/s/ FAN Di

FAN Di

President (Chief Executive Officer),

Acting Financial Officer











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CHINA HELI RESOURCE RENEWABLE INCORPORATED





EXHIBIT INDEX
 TO
 ANNUAL REPORT ON FORM 20-F/A
 Amendment No. 1


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







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