UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)

|X|   Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
      of 1934

      For the quarterly period ended March 31, 2005

|_|   Transition report under Section 13 or 15(d) of the Exchange Act

      For the transition period from _____________ to _____________

                        Commission File Number 000-50604

                      Chardan China Acquisition Corporation
        (Exact Name of Small Business Issuer as Specified in Its Charter)

                 Delaware                                     20- 0456115
                 --------                                     -----------
      (State or other Jurisdiction of                       (I.R.S. Employer
      Incorporation or Organization)                      Identification No.)

              625 Broadway, Suite 1111, San Diego, California 92101
                     (Address of Principal Executive Office)

                                 (858) 847-9000
                (Issuer's Telephone Number, Including Area Code)

      Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes |X| No
|_|

      As of May 16, 2005, 4,900,000 shares of common stock, par value $.0001 per
share, were issued and outstanding.

      Transitional Small Business Disclosure Format (check one): Yes |_| No |X|


                                       1
<PAGE>

                                                                            Page
Part I:  Financial Information:

   Item 1 -Financial Statements (Unaudited):

      Balance Sheets                                                         3

      Statements of Operations                                               4

      Statements of Stockholders' Equity                                     5

      Statements of Cash Flows                                               6

      Notes to Financial Statements                                          7

   Item 2 - Management's Discussion and Analysis or Plan of Operation       12

   Item 3 - Controls and Procedures                                         13

Part II.  Other Information

   Item 2 - Changes in Securities and Small Business Issuer Purchases of
      Equity Securities                                                     14

   Item 6 - Exhibits and Reports on Form 8-K                                14

Signatures                                                                  15


                                       2
<PAGE>

                         CHARDAN CHINA ACQUISITION CORP.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                                  BALANCE SHEET

                                     ASSETS
<TABLE>
<CAPTION>
                                                               March 31,     December 31,
                                                                 2005            2004
                                                             (Unaudited)
                                                             ------------    ------------
<S>                                                          <C>             <C>
CURRENT ASSETS
 Cash                                                        $     19,974    $     99,231
  Investments held in trust                                    20,843,983      20,735,328
 Prepaid expenses                                                      --          49,532
                                                             ------------    ------------
     Total Current Assets                                      20,863,957      20,884,091
                                                             ------------    ------------
   TOTAL ASSETS                                              $ 20,863,957    $ 20,884,091
                                                             ------------    ------------
                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
 Accrued expenses                                            $    358,211    $    243,357
  Deferred interest                                                63,080          41,545
                                                             ------------    ------------
   Total Current Liabilities                                      421,291         284,902
                                                             ------------    ------------
Common stock, subject to possible redemption,
  804,598 shares at redemption value                            4,103,450       4,103,450
                                                             ------------    ------------
COMMITMENT
STOCKHOLDERS' EQUITY
  Preferred stock, $.0001 par value, Authorized 1,000,000
   shares; none issued
  Common stock, $.0001 par value
    Authorized 20,000,000 shares
        Issued and outstanding 4,900,000 shares (which
         includes 804,598 subject to possible redemption)             490             490
  Additional paid-in capital                                   17,163,483      17,163,483
  Deficit accumulated during development stage                   (824,757)       (668,234)
                                                             ------------    ------------
     Total Stockholders' Equity                                16,339,216      16,495,739
                                                             ------------    ------------
     Total Liabilities and Stockholders' Equity              $ 20,863,957    $ 20,884,091
                                                             ------------    ------------
</TABLE>


                                       3
<PAGE>

                         CHARDAN CHINA ACQUISITION CORP.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                      STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
                                     For the Period from
                                       December 5, 2003    Three months       Three months
                                        (inception) to        ended              ended
                                        March 31, 2005    March 31, 2005      March 31, 2004
                                         ----------         ----------         ----------
<S>                                      <C>                <C>                <C>
Operating Expenses:
Consulting fees                          $   287,026        $    54,722        $        --
Insurance                                    120,595             29,028              4,455
Other operating costs                         17,851             15,708              2,066
Professional fees                            272,553             97,554              3,032
Rent and office support                       93,871             22,500              3,871
State franchise taxes                         30,271              6,100                 --
Transfer agent fees                           19,438              5,474                 --
Travel                                       236,756             12,558              7,908
                                         -----------        -----------        -----------
       Operating loss                     (1,078,361)          (243,644)           (21,332)
Interest income on trust fund                253,604             87,121              3,723
                                         -----------        -----------        -----------
     Net loss                            $  (824,757)       $  (156,523)       $   (17,609)
                                         -----------        -----------        -----------
     Per share data:
     Basic and diluted loss per share                       $     (0.03)       $     (0.01)
                                                            -----------        -----------
    Basic and diluted weighted average
      common shares outstanding                               4,900,000          1,317,308
                                                            -----------        -----------
</TABLE>


                                       4
<PAGE>

                         CHARDAN CHINA ACQUISITION CORP.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                             STATEMENT OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                                                       Deficit
                                                                                                     Accumulated
                                                                                                        During          Total
                                                                                         Paid-in      Development   Stockholders'
                                                              Shares      Amount         Capital        Stage          Equity
<S>                                                         <C>         <C>            <C>           <C>             <C>
Sale of 875,000 shares of common stock to
  initial stockholders as of December 5, 2003 (244,125
  at $.141 per share and 630,875 at $.0001 per share)         875,000   $         87   $     24,913  $         --    $     25,000
Net loss for the period                                            --             --             --          (535)           (535)
                                                            ---------   ------------   ------------  ------------    ------------
Balance at December 31, 2003                                  875,000             87         24,913          (535)         24,465
Sales of 4,025,000 units, net of
  underwriters' discount and offering expenses (includes
  804,598 shares subject to possible redemption)            4,025,000            403     21,241,920            --      21,242,323
Proceeds subject to possible redemption of
  804,598 shares                                                   --             --     (4,103,450)           --      (4,103,450)
Proceeds from issuance of an
underwriters' option                                               --             --            100            --             100
Net loss for the period                                            --             --             --      (667,699)       (667,699)
                                                            ---------   ------------   ------------  ------------    ------------
Balance at December 31, 2004                                4,900,000            490     17,163,483      (668,234)     16,495,739
Net loss for the period - unaudited                                --             --             --      (156,523)       (156,523)
                                                            ---------   ------------   ------------  ------------    ------------
Balance at March 31, 2005                                   4,900,000   $        490   $ 17,163,483  $   (824,757)   $ 16,339,216
                                                            =========   ============   ============  ============    ============
</TABLE>


                                       5
<PAGE>

                         CHARDAN CHINA ACQUISITION CORP.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                      STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
                                            For the Period from
                                             December 5, 2003       Three months       Three months
                                              (inception) to           ended              ended
                                              March 31, 2005       March 31, 2005     March 31, 2004
                                              -------------        -------------      -------------
<S>                                           <C>                  <C>                <C>
Cash Flows From Operating Activities
  Net loss                                    $    (824,757)       $    (156,523)     $     (17,609)
                                              -------------        -------------      -------------
  Adjustments to reconcile net loss to net
  cash used in operating activities
    Accrued interest on Treasury Bill               (40,298)             (40,298)                --
    Increase in deferred interest                    63,080               21,535                930
 (Increase) decrease in prepaid assets                   --               49,532           (122,394)
    Increase in accrued expenses                    358,211              114,854              7,107
 Increase due to officers and directors                  --                   --              7,908
                                              -------------        -------------      -------------
    Total adjustments                               380,993              145,623           (106,449)
                                              -------------        -------------      -------------
  Net Cash Used in Operating Activities            (443,764)             (10,900)          (124,058)
                                              -------------        -------------      -------------
Cash Flows From Investing Activities
  Maturity of Treasury Bills                    103,416,534           62,303,924                 --
  Purchase of Treasury Bills                   (124,220,219)         (62,372,281)       (20,532,153)
                                              -------------        -------------      -------------
  Net Cash Used by Investing Activities         (20,803,685)             (68,357)       (20,532,153)
                                              -------------        -------------      -------------
Cash Flows From Financing Activities
  Proceeds from public offering                  24,175,000                   --         24,150,000
  Proceeds from issuance of option                      100                   --                100
  payment of costs of public offering            (2,907,677)                  --         (2,795,657)
  Proceeds from notes payable, stockholder           70,000                   --             10,000
  Repayment of notes payable, stockholder           (70,000)                  --            (70,000)
                                              -------------        -------------      -------------
  Net Cash Provided by Financing Activities      21,267,423                   --         21,294,443
                                              -------------        -------------      -------------
    NET INCREASE (DECREASE) IN CASH                  19,974              (79,257)           638,232
      CASH AT BEGINNING OF PERIOD                        --               99,231             59,988
                                              -------------        -------------      -------------
    CASH AT END OF PERIOD                     $      19,974        $      19,974      $     698,220
                                              -------------        -------------      -------------
</TABLE>


                                       6
<PAGE>

                         CHARDAN CHINA ACQUISITION CORP.

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS

1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Basis of Presentation

      The financial statements at March 31, 2005 and for the periods ended March
      31, 2005 and March 31, 2004 are unaudited. In the opinion of management,
      all adjustments (consisting of normal accruals) have been made that are
      necessary to present fairly the financial position of Chardan China
      Acquisition Corp. (the "Company") as of March 31, 2005 and the results of
      its operations and its cash flow for the three months ended March 31, 2005
      and March 31, 2004 and from December 5, 2003 (inception) to March 31,
      2005. Operating results for the interim periods presented are not
      necessarily indicative of the results to be expected for a full year.

      The statements and related notes have been prepared pursuant to the rules
      and regulations of the U.S. Securities and Exchange Commission.
      Accordingly, certain information and footnote disclosures normally
      included in financial statements prepared in accordance with generally
      accepted accounting principles have been omitted pursuant to such rules
      and regulations. These financial statements should be read in conjunction
      with the financial statements that were included in the Company's Annual
      Report on Form 10-KSB for the periods ended December 31, 2004 and 2003.

      Business and Organization

      Chardan China Acquisitions Corp. (Chardan) was incorporated in Delaware on
      December 5, 2003 as a blank check company whose objective is to acquire an
      operating business that has its primary operating facilities in the People
      Republic of China.

      In March 2004, Chardan completed an initial public offering (the Offering)
      in which it raised net proceeds of approximately $21,242,000. Immediately
      following the Offering, $20,527,500 of the net proceeds were placed in an
      interest bearing trust account until the earlier of the consummation of a
      business combination or the liquidation of the Company. The Company's
      Certificate of Incorporation provides for mandatory liquidation of the
      Company, without stockholder approval, in the event that the Company does
      not consummate a Business Combination prior to September 22, 2005, or
      March 22, 2006 if certain extension criteria have been satisfied. In the
      event of liquidation, it is likely that the per share value of the
      residual assets remaining available for distribution (including Trust Fund
      assets) will be less than the initial public offering price per share in
      the Offering due to costs related to the Offering and since no value would
      be attributed to the Warrants contained in the Units sold.

      In April 2004, Chardan commenced its efforts to locate a company with
      which to effect a business combination (Note 5).

      After signing a definitive agreement for the acquisition of a target
      business, such transaction will be submitted for stockholder approval. In
      the event that stockholders owning 20% or more of the outstanding stock
      excluding, for this purpose, those persons who were stockholders prior to
      the Offering, vote against the Business Combination and exercise their
      conversion rights described below, the Business Combination will not be
      consummated. All of the Company's stockholders prior to the Offering,
      including all of the officers and directors of the Company ("Initial
      Stockholders"), have agreed to vote their 875,000 founding shares of
      common stock in accordance with the vote of the majority in interest of
      all other stockholders of the Company ("Public Stockholders") with respect
      to the Business Combination. After consummation of the


                                       7
<PAGE>

                         CHARDAN CHINA ACQUISITION CORP.

                          NOTES TO FINANCIAL STATEMENTS

1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Business and Organization (continued)

      Business Combination, all of these voting safeguards will no longer be
      applicable. With respect to a Business Combination which is approved and
      consummated, any Public Stockholder who voted against the Business
      Combination may demand that the Company convert his shares. The per share
      conversion price will equal the amount in the Trust Fund as of the record
      date for determination of stockholders entitled to vote on the Business
      Combination divided by the number of shares of common stock held by Public
      Stockholders at the consummation of the Offering. Accordingly, Public
      Stockholders holding 19.99% of the aggregate number of shares owned by all
      Public Stockholders may seek conversion of their shares in the event of a
      Business Combination. Such Public Stockholders are entitled to receive
      their per share interest in the Trust Fund computed without regard to the
      shares held by Initial Stockholders. Accordingly, a portion of the net
      proceeds from the offering (19.99% of the amount originally held in the
      Trust Fund) has been classified as common stock subject to possible
      conversion in the accompanying balance sheet and 19.99% of the related
      interest earned on the investments held in the Trust Fund has been
      recorded as deferred interest.

      Investments Held in Trust

      Investments held in trust are invested in United States government
      securities (Treasury Bills) with a maturity of 180 days or less which are
      accounted for as a trading security and recorded at market value which
      approximates amortized cost. The amount held in the Trust Fund, including
      money market funds of approximately $2,750, was approximately $20,844,000
      at March 31, 2004. The excess of market value over cost, exclusive of the
      deferred interest described below, is included in interest income in the
      accompanying Statement of Operations.

      Deferred Interest

      Deferred interest consists of 19.99% of the interest earned on the
      investments held in trust.


                                       8
<PAGE>

                         CHARDAN CHINA ACQUISITION CORP.

                          NOTES TO FINANCIAL STATEMENTS

1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      Income Taxes

      The Company accounts for income taxes using the asset and liability
      method, as prescribed by Statement of Financial Accounting Standards No.
      109 "Accounting for Income Taxes". Under the asset and liability method,
      deferred tax assets and liabilities are recognized for the future tax
      consequences attributable to differences between the financial statement
      carrying amounts of existing assets and liabilities and their respective
      tax bases, and operating loss and tax credit carryforwards. Deferred tax
      assets and liabilities are measured using enacted tax rates expected to
      apply to taxable income in the years in which those temporary differences
      are expected to be recovered or settled. The effect on deferred tax assets
      and liabilities of a change in tax rates is recognized in income in the
      period that includes the enactment date. Statutory taxes not based on
      income are included in general and administrative expenses.

      Initial Public Offering

      On March 22, 2004, the Company sold 4,025,000 units ("Units") in an
      initial public offering, which included all of the 525,000 Units subject
      to the underwriters' over-allotment option. Each Unit consisted of one
      share of the Company's common stock, $.0001 par value, and two Redeemable
      Common Stock Purchase Warrants ("Warrants"). Each Warrant will entitle the
      holder to purchase from the Company one share of common stock at an
      exercise price of $5 commencing the later of the completion of a Business
      Combination with a target business or one year from the effective date of
      the Offering and expiring five years from the date of the prospectus. The
      Warrants will be redeemable at a price of $.01 per Warrant upon 30 days'
      notice after the Warrants become exercisable, only in the event that the
      last sale price of the common stock is at least $8.50 per share for any 20
      trading days within a 30 trading day period ending on the third day prior
      to the date on which notice of redemption is given. In connection with the
      Offering, the Company issued, for $100, an option to the representative of
      the underwriters to purchase 350,000 Units at an exercise price of $9.90
      per Unit. In addition, the warrants underlying such Units are exercisable
      at $6.40 per share.

      As of March 31, 2005, 9,100,000 shares of common stock were reserved for
      issuance upon exercise of redeemable warrants and underwriters' unit
      purchase option.

      Reverse Stock Split

      In February 2004, the Company's Board of Directors authorized a 1.1666666
      to one forward stock split of its common stock. All references in the
      accompanying financial statements to the numbers of shares have been
      retroactively restated to reflect the stock split.

      Income (Loss) Per Common Share

      Basic and diluted loss per common share is computed by dividing net loss
      by the weighted average number of common shares outstanding after giving
      effect to the stock split.


                                       9
<PAGE>

                         CHARDAN CHINA ACQUISITION CORP.

                          NOTES TO FINANCIAL STATEMENTS

2.    INCOME TAXES

      As of March 31, 2005 the Company had approximately $819,000 of net
      operating loss carryforwards which expire in tax years beginning in 2023.
      The availability to offset income taxes in future years may be restricted
      if the Company undergoes an ownership change, which may occur as a result
      of any Business Combination.

      The tax effect of temporary differences that give rise to the Company's
      deferred tax assets and liabilities are as follows as of March 31, 2005:

            Net operating loss carryforwards                            $278,500
            Less:  Valuation allowance                                   278,500
                                                                        --------

            Net deferred income tax asset                               $     --
                                                                        ========

      In assessing the realizability of deferred tax assets, management
      considers whether it is more likely than not that some portion or all of
      the deferred income tax assets will not be realized. The ultimate
      realization of deferred tax assets depends on the generation of future
      taxable income and tax planning in making these assessments.

3.    RELATED PARTY TRANSACTIONS

      Commencing on March 16, 2004 and ending upon the acquisition of a target
      business, the Company incurs an administrative fee of $7,500 per month
      from Chardan Ventures, LLC, a company managed and owned 50% by the
      Company's Chairman of the Board. The fee includes the provision of office
      space and certain office and secretarial services.

      In December 2003 and January 2004, an officer of Chardan advanced $60,000
      and $10,000, respectively, for payment of offering expenses. The advances
      were evidenced by unsecured non-interest bearing promissory notes payable
      on the earlier of December 29, 2004 or the consummation of the Company's
      initial pubic offering. The loans were repaid following the successful
      completion of the initial public offering.

4.    COMMITMENTS AND CONTINGENCIES

      During the quarter ended June 30, 2004, the Company entered into an
      agreement with a consulting firm to assist in the search to identify
      prospective target businesses for the Business Combination. As part of the
      agreement, the consulting firm received $125,000 and agreed to perform due
      diligence on such prospective target businesses as well as assist in
      structuring and consummating the business combination. In the event a
      business combination is ultimately approved by Chardan's stockholders and
      consummated, the Company is obligated to pay the consulting firm an
      additional $125,000.


                                       10
<PAGE>

                         CHARDAN CHINA ACQUISITION CORP.

                          NOTES TO FINANCIAL STATEMENTS

4.    COMMITMENTS AND CONTINGENCIES (continued)

      In December 2004, Chardan entered into a consulting agreement with The
      Equity Group Inc. (Equity) to provide financial public relations and
      investor relations services to Chardan. The terms of the agreement provide
      for an initial retainer of $24,000, covering the first two months of the
      agreement, to be paid $20,000 upon signing with the balance of $4,000
      payable upon closing of the target acquisition (Note 5). Thereafter, the
      agreement requires monthly payments of $10,000 plus reasonable and
      necessary out-of-pocket expenses. The monthly retainer for month three
      until the closing of the target acquisition accrues but is not payable
      until said closing. The contract remains in effect for successive one year
      periods, subject to termination by either party on any yearly anniversary
      date upon 30 days written notice. Additional services provided by Equity
      are to be billed separately at mutually agreed upon fees.

      As of March 31, 2005, the minimum non-cancelable commitment under the
      agreement is $114,000.

5.    PURCHASE AGREEMENT FOR PROPOSED BUSINESS COMBINATION

      On December 20, 2004, the Company entered into a Stock Purchase Agreement
      with State Harvest Holdings Limited, a British Virgin Islands corporation
      ("Origin"), and all the stockholders of Origin ("Origin stockholders").
      Origin is a British Virgin Islands holding company formed for the purpose
      of owning, as of the closing, four Chinese companies engaged in the
      production, sale and licensing of agricultural corn, cotton and rice
      seeds. The three operating companies are Beijing Origin Seed Limited,
      Changchun Origin Seed Technical Development Limited and Henan Origin
      Cotton Technology Development Limited, and the technology - intellectual
      property holding and licensing company is Beiging Origin State Harvest
      Biotechnology Limited. At the closing, the Origin stockholders and their
      designees, subject to adjustments and certain holdbacks, will be paid an
      aggregate of $10,000,000 in cash and issued an aggregate of 10,200,000
      shares of common stock for all the outstanding common stock of Origin. Of
      the cash portion of the purchase price, $250,000 will be held back for one
      year to secure certain indemnification obligations of the Origin
      stockholders. As additional purchase price, the Origin stockholders and
      their designees will receive up to an aggregate of $15,000,000 and up to
      an aggregate of 6,000,000 additional shares of common stock in the event
      certain conditions are met.

      Origin was founded in December 1997, with headquarters in Beijing. Origin
      specializes in the research, development, production, sale and
      distribution of agricultural crop seeds with a primary concentration is on
      hybrid corn seed. They have over four hundred employees and four
      subsidiaries, one of which is a technology holding corporation to hold and
      manage its intellectual property. Origin operates through several branches
      in locations in Beijing, Hebei, Gansu, Henan, Liaoning, Jilin, and Sichuan
      with plans to expand to additional production facilities, sales offices
      and research stations throughout China's main corn, cotton, and rice
      agricultural belts.

      If approved, it is anticipated that the transaction will be consummated in
      the second or third quarter of 2005.


                                       11
<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

      The following discussion should be read in conjunction with the Company's
Consolidated Financial Statements and footnotes thereto contained in this
report.

Forward Looking Statements

      The statements discussed in this Report include forward looking statements
that involve risks and uncertainties, including the timely delivery and
acceptance of the Company's products and the other risks detailed from time to
time in the Company's reports filed with the Securities and Exchange Commission.

Plan of Operations

      We were formed on December 5, 2003 to serve as a vehicle to effect a
merger, capital stock exchange, asset acquisition or other similar business
combination with an operating business that has its primary operating facilities
located in the People's Republic of China. We intend to utilize cash derived
from the proceeds of our recently completed public offering, our capital stock,
debt or a combination of cash, capital stock and debt, in effecting a business
combination.

      We consummated our initial public offering on March 16, 2004. All activity
from December 5, 2003 through March 16, 2004 related to our formation and our
initial public offering.

      The net loss of $156,523 for the three months ended March 31, 2005
consisted primarily of $12,558 of travel and entertainment expenses, $54,722 of
consulting expenses, $29,028 for directors and officers liability insurance,
$22,500 for a monthly administrative services agreement, $97,554 for
professional fees, $5,474 for transfer agent fees and other formation expenses,
state franchise taxes of $6,100 and operating costs of $15,708, offset by
interest income on the trust fund investments, excluding deferred interest, in
the amount of $87,121.

      The net loss of $17,609 for the three months ended March 31, 2004
consisted primarily of $7,908 of travel and entertainment expenses, $4,455 for
directors and officers liability insurance, $3,871 for a monthly administrative
services agreement, $3,032 for professional fees and other formation expenses
and operating costs of $2,066, offset by interest income on the trust fund
investments, excluding deferred interest, in the amount of $3,723.

      The net loss of $824,757 for the period from December 5, 2003 (inception)
to March 31, 2005 consisted primarily of $236,756 of travel and entertainment
expenses, $287,026 of consulting expenses, $120,595 for directors and officers
liability insurance, $93,871 for a monthly administrative services agreement,
$272,553 for professional fees, $19,438 for transfer agent fees, other formation
expenses and operating costs of $17,851 and state franchise taxes of $30,271,
offset by interest income on the trust fund investments, excluding deferred
interest, in the amount of $253,604.

      We have also employed a financial public relations firm for a period of
one year, commencing in December 2004. We agreed to an initial retainer of
$24,000 for the first two months of services to be paid $20,000 on signing and
the balance of $4,000 payable upon closing of the proposed business combination.
For the remaining 10 months, we will pay $10,000 per month, plus reasonable and
necessary out-of-pocket expenses. The monthly payment will accrue until the
closing of the proposed business combination. The agreement is renewed
automatically for successive one year periods unless notice of termination is
given 30 days in advance of the renewal date.

      $20,527,500 of the net proceeds of our initial public offering are in
trust, with the remaining net proceeds of approximately $714,500 to pay for
business, legal and accounting due diligence on prospective acquisitions and
continuing general and administrative expenses. We will use substantially all of
the net proceeds of our initial public offering not held in trust to identify
and evaluate prospective acquisition candidates, select the target business, and
structure, negotiate and consummate the business combination. We intend to
utilize our cash, including the funds held in the trust fund, capital stock,
debt or a combination of the foregoing to effect a business combination. To the
extent that our capital stock or debt securities are used in whole or in part as
consideration to effect a business combination, the proceeds held in the trust
fund as well as any other available cash will be used to finance the operations
of the target business. At March 31, 2005, we had cash outside of the trust fund
of $19,974 and total liabilities of $421,291, leaving us with a working capital
deficiency of $401,317, excluding investments held in trust.


                                       12
<PAGE>

      We are obligated to pay to Chardan Ventures LLC a monthly fee of $7,500
for general and administrative services. In addition, in December 2003 and
January 2004, Kerry Propper, our executive vice president, advanced an aggregate
of $70,000 to us, on a non-interest bearing basis, for payment of offering
expenses on our behalf. These amounts were repaid in March 2004 out of proceeds
of our initial public offering.

ITEM 3. CONTROLS AND PROCEDURES.

      An evaluation of the effectiveness of our disclosure controls and
procedures as of March 31, 2005 was made under the supervision and with the
participation of our management, including our chief executive officer and chief
financial officer. Based on that evaluation, they concluded that our disclosure
controls and procedures are effective as of the end of the period covered by
this report to ensure that information required to be disclosed by us in reports
that we file or submit under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in
Securities and Exchange Commission rules and forms. During the most recently
completed fiscal quarter, there has been no significant change in our internal
control over financial reporting that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.


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<PAGE>

                                    PART II.

                                OTHER INFORMATION

ITEM 2: CHANGES IN SECURITIES AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY
SECURITIES

      On March 22, 2004, we closed our initial public offering of 4,025,000
units, including 525,000 units issued upon exercise of the underwriters'
over-allotment option, with each unit consisting of one share of our common
stock and two warrants, each to purchase one share of our common stock at an
exercise price of $5.00 per share. The units were sold at an offering price of
$6.00 per unit, generating gross proceeds of $24,150,000. The representative of
the underwriters in the offering was EarlyBirdCapital, Inc. The securities sold
in the offering were registered under the Securities Act of 1933 on a
registration statement on Form S-1 (No. 333-111970). The Securities and Exchange
Commission declared the registration statement effective on March 16, 2004.

      We paid a total of $1,690,500 in underwriting discounts and commissions,
and approximately $1,150,000 has been or will be paid for costs and expenses
related to the offering, including $724,500 for the underwriters'
non-accountable expense allowance of 3% of the gross proceeds.

      After deducting the underwriting discounts and commissions and the
offering expenses, the total net proceeds to us from the offering were
approximately $21,242,000, of which $20,527,500 was deposited into a trust fund
and the remaining proceeds are available to be used to provide for business,
legal and accounting due diligence on prospective business combinations and
continuing general and administrative expenses. Through March 31, 2005, we have
used approximately $443,764 of cash for operating expenses and $70,000 to repay
advances made to us by one of our initial stockholders.

ITEM 6: EXHIBITS

      (a)   Exhibits:

            31.1 - Section 302 Certification by CEO

            31.2 - Section 302 Certification by CFO

            32.1 - Section 906 Certification by CEO

            32.2 - Section 906 Certification by CFO


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<PAGE>

                                   SIGNATURES

      In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                       CHARDAN CHINA ACQUISITION CORP.

Dated:  May 16, 2005
                                       /s/ Richard D. Propper
                                       -----------------------------------------
                                       Dr. Richard D. Propper
                                       Chairman of the Board

                                       /s/ Li Zhang
                                       -----------------------------------------
                                       Li Zhang
                                       Chief Financial Officer


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