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

                                   FORM 10-QSB

|X|   Quarterly  Report  pursuant  to  Section  13 or  15(d)  of the  Securities
      Exchange Act of 1934 For the quarterly period ended March 31, 2006

|_|   Transition  Report pursuant to 13 or 15(d) of the Securities  Exchange Act
      of 1934 For the transition period ______ to ______

                        Commission File Number 000-50833

                             ----------------------


                      CHINA MINERAL ACQUISITION CORPORATION
        (Exact Name of Small Business Issuer as Specified in Its Charter)


           Delaware                                     20-0938259
(State or Other Jurisdiction of          (I.R.S. Employer Identification Number)
Incorporation or Organization)


            210 East 85th Street, Suite 16, New York, New York 10028
                    (Address of Principal Executive Offices)


                                 (212) 672-1909
                (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  Securities  Exchange  Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days. Yes |X| No |_|

      Indicate  by check mark  whether  the  registrant  is a shell  company (as
defined in Rule 12b-2 of the Exchange Act.) YES |X| No |_|

      There were  5,000,000  shares of the  Company's  common  stock,  par value
$0.001 per share, outstanding as of May 12, 2006.

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



<PAGE>

PART I -  FINANCIAL INFORMATION................................................2

          Item 1.  Financial Statements........................................2

          Item 2.  Management's Discussion and Analysis or Plan of
                   Operation...................................................9

          Item 3.  Controls and Procedures....................................11

PART II - OTHER INFORMATION...................................................11

          Item 1.  Legal Proceedings..........................................11

          Item 2.  Unregistered Sales of Equity Securities and Use
                   of Proceeds................................................11

          Item 3.  Defaults Upon Senior Securities............................11

          Item 4.  Submission of Matters To a Vote of Security Holders........11

          Item 5.  Other Information..........................................11

          Item 6.  Exhibits...................................................11
<PAGE>

PART I: FINANCIAL INFORMATION

                      China Mineral Acquisition Corporation
                    (a corporation in the development stage)
                             Condensed Balance Sheet

<TABLE>
<CAPTION>
                                                                      March
                                                                     31, 2006      December 31,
                                                                    (Unaudited)        2005
                                                                   ------------    ------------
<S>                                                                <C>             <C>
ASSETS

     Current Assets:

     Cash                                                          $    151,396    $    242,154

     Investments held in trust                                       21,286,408      21,072,186
                                                                   ------------    ------------

     Total current assets                                            21,437,804      21,314,340

     Deferred tax assets                                                207,490         169,414
                                                                   ------------    ------------

     Total Assets                                                  $ 21,645,294    $ 21,483,754
                                                                   ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:

     Accrued expenses                                              $    114,958    $     81,403

     Income and capital taxes payable                                   308,918         221,797

     Deferred interest                                                  177,193         134,370
                                                                   ------------    ------------

     Total current liabilities                                          601,069         437,570
                                                                   ------------    ------------
     Common stock subject to possible conversion to cash,
        799,600 shares at conversion value                            4,077,960       4,077,960
                                                                   ------------    ------------
        Commitments and contingency

Stockholders' Equity

     Preferred stock, $.0001 par value,
        Authorized 1,000,000 shares, none issued                           --              --

     Common stock, $.001 par value,
        Authorized, 20,000,000 shares
        Issued and outstanding, 5,000,000 shares (which includes
        799,600 shares subject to conversion)                               500             500

     Additional paid in capital                                      17,220,535      17,220,535

     Deficit accumulated during the development stage                  (254,770)       (252,811)
                                                                   ------------    ------------

         Total stockholders' equity                                  16,966,265      16,968,224
                                                                   ------------    ------------

         Total liabilities and stockholders' equity                $ 21,645,294    $ 21,483,754
                                                                   ============    ============
</TABLE>

      See accompanying notes to unaudited condensed financial statements.


2
<PAGE>

                      China Mineral Acquisition Corporation
                    (a corporation in the development stage)
                       Condensed Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                           For Period
                                                         from March 30,          Three Months Ended
                                                        2004 (inception)   ------------------------------
                                                          to March 31,
                                                              2006         March 31, 2006  March 31, 2005
                                                        ---------------    --------------  --------------
<S>                                                     <C>                <C>             <C>
Capital based taxes                                     $        77,105    $        5,625  $      23,090

Other formation and operating costs                              45,260             1,440          1,498

Consulting and other professional fees                          426,167            47,964         84,089

Legal and accounting fees                                       135,427            34,018         35,863

Travel                                                          114,945            18,390         19,207
                                                        ---------------    --------------  -------------

Operating loss                                                 (798,904)         (107,437)      (163,747)

Interest expenses                                                  (619)               --             --

Interest income                                                 709,215           171,399         57,867
                                                        ---------------    --------------  -------------

Net income (loss) before taxes                                  (90,308)           63,962       (105,880)

Provision for income taxes                                      164,462            65,921             --
                                                        ---------------    --------------  -------------

Net (loss)                                              $      (254,770)   $       (1,959) $    (105,880)
                                                        ===============    ==============  =============

Weighted average number of shares - basic and diluted         4,266,573         5,000,000      5,000,000
                                                        ===============    ==============  =============

Net loss per share - basic and diluted                  $         (0.06)   $        (0.00) $       (0.02)
                                                        ===============    ==============  =============
</TABLE>

       See accompanying notes to unaudited condensed financial statements.


3
<PAGE>

                      China Mineral Acquisition Corporation
                    (A Corporation in the Development Stage)
                  Condensed Statements of Stockholders' Equity
        For the period from March 30, 2004 (inception) to March 31, 2006


<TABLE>
<CAPTION>
                                                                                     Deficits
                                                                                   accumulated
                                                                      Addition      during the
                                                                       paid-in      development     Stockholders'
                                          Common Stock Shares          capital         stage             Equity
                                      ---------------------------   ------------    ------------    ------------
<S>                                   <C>            <C>            <C>             <C>             <C>
Balance March 30, 2004 (inception)            --     $       --     $       --      $       --      $       --

Common shares issued April 22, 2004
   at $.0333 per share                     750,000             75         24,900            --            24,975

Common shares issued April 22, 2004
   at $.0001 per share                     250,000             25           --              --                25

Sale of 4,000,000 shares, net of
   underwriters' discount and
   offering expenses (includes
   799,600 shares subject to
   possible conversion)                  4,000,000            400     21,273,495            --        21,273,895

Proceeds subject to possible
   conversion                                 --             --       (4,077,960)           --        (4,077,960)

Proceeds from issuance of option              --             --              100            --               100

Net loss                                      --             --             --           (24,765)        (24,765)
                                      ------------   ------------   ------------    ------------    ------------

Balance at December 31, 2004             5,000,000            500     17,220,535         (24,765)     17,196,270

Net loss                                      --             --             --          (228,046)       (228,046)
                                      ------------   ------------   ------------    ------------    ------------

Balance at December 31, 2005             5,000,000            500     17,220,535        (252,811)     16,968,224
unaudited:

Net income                                      --             --             --          (1,959)         (1,959)
                                      ------------   ------------   ------------    ------------    ------------

Balance at March 31, 2006                5,000,000   $        500   $ 17,220,535    $   (254,770)   $ 16,966,265
                                      ------------   ------------   ------------    ------------    ------------
</TABLE>

            See accompanying notes to unaudited financial statements.


4
<PAGE>

                      China Mineral Acquisition Corporation
                    (A Corporation in the Development Stage)
                        Condensed Statement of Cash Flows
                  March 30, 2004 (inception) to March 31, 2006
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                            For the period from       Three months ended
                                                               March 30, 2004     ------------------------------
                                                               (inception) to       March 31,        March 31,
                                                               March 31, 2006         2006             2005
                                                            -------------------   -------------    -------------
<S>                                                         <C>                   <C>              <C>
Cash flows from operating activities
    Net loss                                                $         (254,770)   $      (1,959)   $    (105,880)
    Adjustments to reconcile net loss to net cash used in
      operating activities:
    Deferred taxes                                                    (207,490)         (38,076)            --
    Increase (decrease) in prepaid expenses                               --               --              2,750
    Increase in accrued expenses                                       114,958           33,555           25,776
    Increase in tax payable                                            308,918           87,121
    Increase in deferred interest                                      177,193           42,823           14,458
    Interest earned on investment held in trust                       (886,271)        (213,962)         (76,244)
                                                            -------------------   -------------    -------------

Net cash used in operating activities                                 (747,462)         (90,498)        (139,140)
                                                            -------------------   -------------    -------------

Cash flows from investing activities
    Purchases of treasury bills held in trust                     (124,795,936)     (21,186,263)     (20,578,909)
    Proceeds on disposal of treasury bill held in trust            104,396,000       21,186,000       20,579,000
    Money market funds held in trust                                      (201)               3            3,829
                                                            -------------------   -------------    -------------

Net cash provided by (used in) investing activities                (20,400,137)            (260)           3,920
                                                            -------------------   -------------    -------------

Cash flows from financing activities
    Proceeds from note payable, stockholder                             35,000             --               --
    Proceeds from sales of common stock                                 25,000             --               --
    Repayment of note payable, stockholder                             (35,000)            --               --
    Gross proceeds of public offering                               24,000,000             --               --
    Payment of costs of public offering                             (2,726,105)            --               --
    Proceeds from issuance of option                                       100             --               --
                                                            -------------------   -------------    -------------
Net cash provided by financing activities                           21,298,995             --               --
                                                            -------------------   -------------    -------------
Net increase (decrease) in cash                             $          151,396    $     (90,758)   $    (135,220)
                                                            -------------------   -------------    -------------

Cash at beginning of period                                               --            242,154          872,883
                                                            -------------------   -------------    -------------

Cash at end of period                                       $          151,396    $     151,396    $     737,663
                                                            ==================    =============    =============
</TABLE>

       See accompanying notes to unaudited condensed financial statements.


5
<PAGE>

                      China Mineral Acquisition Corporation
                      (A Corporation in Development Stage)
                   Notes to the Unaudited Financial Statements

1.       Basis of Presentation

         The financial  statements at March 31, 2006, for the three months ended
March  31,  2006 and March  31,  2005 and for the  period  from  March 30,  2004
(inception) to March 31, 2006 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 China Mineral  Acquisition  Corporation
(the  "Company") as of March 31, 2006 and the results of its  operations and its
cash flows for the three months ended March 31, 2006 and March 31, 2005, and for
the period from March 30, 2004 (inception) to March 31, 2006.  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.  The
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 fiscal
year ended December 31, 2005.  The  December  31, 2005 balance  sheet has been
derived from the audited financial statements.

2.       Organization And Business Operations

         The Company was incorporated on March 30, 2004 as a blank check company
whose  objective  is to acquire a company  with its  primary  operations  in the
People's  Republic  of China  that is engaged  in the  mining of  minerals.  The
registration   statement  for  the  Company's   initial  public   offering  (the
"Offering") was declared effective August 24, 2004. The Company  consummated the
Offering  on  August  30,  2004  and  received  net  proceeds  of  approximately
$21,274,000.  The Company's  management has broad discretion with respect to the
specific application of the net proceeds of the Offering, although substantially
all of the net proceeds of the  Offering  are  intended to be generally  applied
toward  consummating  a business  combination  with a company  with its  primary
operations  in the  People's  Republic of China that is engaged in the mining of
minerals  (a  "Business  Combination").  An  amount  of  $20,400,000  of the net
proceeds of the Offering was placed in an  interest-bearing  trust  account (the
"Trust Fund") until the earlier of the (i)  consummation  of the Company's first
Business  Combination or (ii)  liquidation  of the Company.  Under the agreement
governing  the  Trust  Fund,  funds  will  only be  invested  in  United  States
government  securities  (Treasury  Bills)  with a maturity  of 180 days or less.
Substantially  all of this  amount has been  invested  in a Treasury  Bill.  The
Treasury Bill has been accounted for as a trading  security,  and is recorded at
its market value. The investments held in trust, including money market funds of
approximately $600, amounted to approximately $21,286,000 at March 31, 2006. The
excess of market value over cost,  exclusive of the deferred interest  described
below,  are  included  in  interest  income  in the  accompanying  statement  of
operations.  The remaining  net proceeds may be used to pay for business,  legal
and accounting due diligence on prospective  acquisitions and continuing general
and administrative expenses.

         On  February  23,  2006,  the  Company  entered  into a  Memorandum  of
Understanding  with Ivanhoe Energy Inc ("Ivanhoe")  and its subsidiary,  Sunwing
Energy  Ltd.  ("Sunwing"),  relating  to a proposed  Business  Combination  with
Sunwing,  the Chinese  oil and gas  exploration  and  production  subsidiary  of
Ivanhoe.  The Company  will  acquire  Sunwing in an all stock  transaction  with
Ivanhoe  becoming  the owner of  approximately  75-80% of the  Company's  common
stock. The purchase price is subject to customary  working capital and long term
debt  adjustments.  In addition to approval of the Company's  stockholders,  the
transaction  is  subject to other  customary  conditions,  including  definitive
documentation,  satisfactory due diligence and obtaining required consents.  The
Company has until August 30, 2006 to consummate  the Business  Combination  with
Sunwing or it will be forced to liquidate as described further below.


6
<PAGE>

         The Company,  after having signed a definitive agreement for the merger
with  Sunwing on May 12,  2006,  will submit such  transaction  for  stockholder
approval. All of the Company's stockholders prior to the Offering, which are all
of officers and directors of the Company ("Initial  Stockholders"),  have agreed
to vote their  1,000,000  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 any Business Combination.  In the event
that Public  Stockholders  owning a majority of the shares sold in the  offering
vote against the Business  Combination or Public Stockholders owning 20% or more
of the  outstanding  stock,  seek  conversion  of  their  shares,  the  Business
Combination will not be consummated.

         With respect to the first  Business  Combination  which is approved and
consummated,  any Public Stockholder who voted against the Business  Combination
may demand that the Company  convert his or her shares into cash.  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 held in the Trust Fund) has been  classified  as common stock  subject to
possible  redemption  in the  accompanying  December 31, 2005 balance  sheet and
19.99% of the related interest has been recorded as deferred interest.

         The  Company's  Amended  and  Restated   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  by
February 28, 2006 (18 months from the date of the consummation of the Offering),
or August 30, 2006 (24 months from the  consummation of the Offering) if certain
extension  criteria have been  satisfied.  The extension  criteria was met which
extended the date of a mandatory liquidation to August 30, 2006, as described in
the first part of Note 1. As discussed above, such extension  criteria have been
satisfied,  however,  there is no  assurance  that the  Company  will be able to
successfully  effect a Business  Combination  by August 30,  2006.  This  factor
raises  substantial  doubt  about the  Company's  ability to continue as a going
concern. The accompanying financial statements are prepared assuming the Company
will continue as a going  concern.  The financial  statements do not include any
adjustments that might result from the outcome of this uncertainty. 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 (Note 2).

         Basic  loss  per  share  is  computed  by  dividing  net  loss  by  the
weighted-average number of shares of common stock outstanding during the period.
Diluted loss per share  reflects  the  additional  dilution for all  potentially
dilutive  securities  such as stock  warrants  and  options.  The  effect of the
8,000,000  outstanding  warrants,  issued in connection  with the initial public
offering described in Note 2 has not been considered in the diluted net loss per
share since the warrants are contingently exercisable. The effect of the 300,000
units  included in the  underwriters  purchase  option,  as described in Note 2,
along with the 600,000  warrants  underlying such units, has not been considered
in the diluted  earnings  per share  calculation  since the market  price of the
option was less than the exercise price during the period.

         In December  2004,  the  Financial  Accounting  Standards  Board issued
Statement  of  Financial  Accounting  Standards  No. 123  (revised  2004) ("SFAS
123(R)"),  "Share Based Payment".  SFAS 123(R) requires all share-based payments
to employees,  including  grants of employee stock options,  to be recognized in
the financial  statements based on their fair values. The Company is required to
adopt SFAS 123(R) effective January 1, 2006. The adoption of SFAS No. 123(R) did
not have a significant impact on the Company's financial condition or results of
operations.


7
<PAGE>

         Management does not believe that any other recently issued, but not yet
effective,  accounting  standards  if  currently  adopted  would have a material
effect on the accompanying financial statements

3.       Initial Public Offering

         On August 30, 2004, the Company sold 4,000,000  units  ("Units") in the
Offering.  Each Unit  consists of one share of the Company's  common stock,  par
value $.0001 per share (the "Common  Stock"),  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 $5.00 per
share  commencing the later of the completion of a Business  Combination  with a
target  business or August 24, 2005. The Warrants expire on August 24, 2009. 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  300,000  Units at an exercise  price of $7.50 per Unit.  The  warrants
underlying such Units are exercisable at $6.65 per share.

4.       Commitments

         In  January  2005,  the  Company  entered  into  agreements  with three
unaffiliated  parties to assist it with,  among other  things,  identifying  and
selecting qualified target business  candidates.  The first of these parties was
entitled to a monthly  retainer of $15,000 and, under certain  circumstances,  a
finder's  fee in  the  amount  of 1% of the  acquisition  value  of a  qualified
business  combination.  This agreement  terminated in July 2005. Included in the
Statements  of  Operations  for the year ended  December  31,  2005 was  $90,000
relating to this agreement. The second of these parties is entitled to a monthly
retainer of $10,000 per month, plus costs and expenses,  and a success fee of 2%
of the acquisition value of a qualified  business  combination.  Included in the
Statements of Operations for the year ended December 31, 2005 was  approximately
$150,000 relating to this agreement.  This agreement expired in January 2006. An
extension of two months was signed for the purpose of assisting in due diligence
with  regards  to the merger  with  Sunwing.  The third of these  parties is not
entitled to any monthly retainer fees, but will be entitled to a finder's fee of
1.8%  should  the  Company  consummate  a  business  combination  with an entity
introduced to it by this party. This agreement expires on January 10, 2007.

         In  April  2005,  the  Company   entered  into  an  agreement  with  an
unaffiliated  party to assist it in identifying and selecting a qualified target
business.  The Company agreed to pay a one-time  $50,000 fee, which is reflected
in the Statements of Operations for the year ended December 31, 2005. This party
is not entitled to any finder's fee or success fee should the Company consummate
a business  combination with a target business referred to it by this party. The
agreement with this party terminates in April 2006.


8
<PAGE>

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

Forward-Looking Statements

         This Management's Discussion and Analysis or Plan of Operation contains
forward-looking  statements  within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange  Act,  including  our  statements  regarding
factors increases in sales and marketing expenditures,  commitment of resources,
and reduction in operating costs and the possible further reduction of personnel
and  suspension of salary  increases and capital  expenditures.  Any  statements
contained  herein that are not statements of historical fact may be deemed to be
forward-looking  statements. For example, words such as "may," "will," "should,"
"estimates,"   "predicts,"   "potential,"  "continue,"  "strategy,"  "believes,"
"anticipates,"  "plans,"  "expects,"  "intends,"  and  similar  expressions  are
intended  to  identify  forward-looking  statements.  You should not place undue
reliance  on these  forward-looking  statements.  Actual  results  could  differ
materially  from those  anticipated  in these  forward-looking  statements  as a
result  of a number of  factors,  including  our good  faith  assumptions  being
incorrect,   our  business  expenses  being  greater  than  anticipated  due  to
competitive  factors or unanticipated  development or sales costs;  revenues not
resulting in the manner  anticipated  due to a continued slow down in technology
spending, particularly in the telecommunications market; our failure to generate
investor  interest or to sell  certain of our assets or business  segments.  The
forward-looking statements may also be impacted by the additional risks faced by
us as  described  in this  Report and in our  filings  with the  Securities  and
Exchange Commission (the "SEC"). All forward-looking statements included in this
Report  are based on  information  available  to us on the date  hereof,  and we
assume no obligation to update any such forward-looking statements.

Business Overview

         We were  formed  on March 30,  2004 to serve as a  vehicle  to effect a
merger,  capital stock  exchange,  asset  acquisition or other similar  business
combination with a company with its primary  operations in the People's Republic
of China that is engaged in the mining of  minerals.  We intend to utilize  cash
derived from the proceeds of our initial  public  offering,  our capital  stock,
debt or a  combination  of cash,  capital  stock and debt,  to effect a business
combination.

Plan of Operation

         We had a net loss of $ 1,959 for the three  months ended March 31, 2006
as compared to a net loss of $105,880 for the three months ended March 31, 2005.
The decrease in net income was the result of a decrease in operating expenses in
connection  with  consulting  fees related to the search for a potential  target
business.  For the three months  ended March 31,  2006,  we incurred $ 18,390 of
travel  expenses,  $ 34,018  for  legal  and  accounting  fees and $ 47,964  for
consulting and other professional fees, $5,625 of capital based taxes and other
operating  costs of $ 1,440 and  income  taxes of $ 65,921  offset  by  interest
income on the Trust Fund  investment of $ 171,399 as compared to the same period
in 2004 when we  incurred  $ 19,207 of travel  expenses,  $ 35,863 for legal and
accounting  fees and $ 84,089 for  consulting  and other  professional  fees,  $
23,090 of capital based taxes and other  operating  costs of $ 1,498,  offset by
interest income on the Trust Fund investment of $ 57,867.


9
<PAGE>

         Net loss of $ 254,770 for the period from March 30, 2004 (inception) to
March 31, 2006  consisted  of $114,945  of travel  expenses,  $77,105 of capital
based taxes,  $135,427 for legal and accounting fees and $426,167 for consulting
and other  professional  fees,  other  formation and operating costs of $45,260,
interest expense of $619 and income taxes of $ 164,462 offset by interest income
on the Trust Fund investment of $709,215.

         We consummated  our initial public  offering on August 30, 2004.  Gross
proceeds from our initial public offering were  $24,000,000.  We paid a total of
$1,800,000 in underwriting discounts and commissions, and approximately $926,000
was  paid or will be paid  for  costs  and  expenses  related  to the  offering,
including $480,000 for the underwriters' non-accountable expense allowance of 2%
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 $21,274,000,  of which approximately $20,400,000 was
deposited into the trust fund. As of March 31, 2006, we have $151,396  available
to be used by us to provide 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 to
structure,    negotiate   and   consummate   the   business   combination   with
Ivanhoe/Sunwing  in as  contemplated  by the  MOU.  It is  anticipated  that our
capital  stock will be used in whole or in part as  consideration  to effect the
business  combination with  Ivanhoe/Sunwing,  and the proceeds held in the trust
fund as well as any other net proceeds not expended  will be used to finance the
operations of the target  business.  As of March 31, 2006, we had  approximately
$151,000  in cash.  We  anticipate  that the costs  required to  consummate  the
acquisition  with  Ivanhoe/Sunwing  will greatly exceed our available  cash, and
that we will not be able to do so  without  receiving  additional  funds  and/or
reaching agreements with our professional  service providers to defer their fees
and  expenses  (in  addition  to those fees and  expenses  that are  included in
accrued  expenses).  We expect these expenses  would  ultimately be borne by the
combined company if the proposed Ivanhoe/Sunwing acquisition is completed. If it
is not, they would be subject to the indemnification  obligations to the Company
of all of our current  officers  and  directors.  If these  obligations  are not
performed or are  inadequate,  it is possible that vendors or service  providers
could seek to recover these expenses from the trust fund, which could ultimately
deplete the trust fund and reduce the stockholder's  current pro rata portion of
the trust  account  upon  liquidation.  See "Risk  Factors - Because some of our
directors and officers reside outside of the United States,  it may be difficult
for you to enforce your rights against them or enforce U.S.
court judgments against them in the PRC."

Off-Balance Sheet Arrangements

         Options and  warrants  issued in  conjunction  with our initial  public
offering are equity linked  derivatives  and  accordingly  represent off balance
sheet  arrangements.  The  options  and  warrants  meet the scope  exception  in
paragraph  11(a) of FAS 133 and are accordingly not accounted for as derivatives
for purposes of FAS 133, but instead are accounted for as equity.  See the notes
to the December 31, 2005  financial  statements  for a discussion of outstanding
options and warrants.


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<PAGE>

Item 3.  Controls and Procedures.

         We  maintain  "disclosure  controls  and  procedures,"  as such term is
defined  under  Exchange  Act Rule  13a-15(e),  that are designed to ensure that
information  required to be  disclosed  in our Exchange Act reports is recorded,
processed,  summarized,  and reported  within the time periods  specified in the
SEC's rules and forms, and that such information is accumulated and communicated
to our  management,  including our Chief  Executive  Officer and Chief Financial
Officer,   as  appropriate,   to  allow  timely  decisions   regarding  required
disclosures. In designing and evaluating the disclosure controls and procedures,
our management  recognized that any controls and procedures,  no matter how well
designed and operated,  can provide only  reasonable  assurance of achieving the
desired control  objectives and in reaching a reasonable  level of assurance our
management  necessarily  was  required to apply its judgment in  evaluating  the
cost-benefit  relationship of possible controls and procedures.  We have carried
out an  evaluation  under  the  supervision  and with the  participation  of our
management,  including our Chief Executive Officer and Chief Financial  Officer,
of the effectiveness of the design and operation of our disclosure  controls and
procedures as of March 31, 2006.  Based upon their evaluation and subject to the
foregoing,  the Chief Executive  Officer and Chief Financial  Officer  concluded
that as of March 31, 2006 our disclosure  controls and procedures were effective
at the reasonable assurance level in ensuring that material information relating
to us, is made known to the Chief Executive  Officer and Chief Financial Officer
by others  within our  company  during the period in which this report was being
prepared.

         While we believe our internal  controls are adequate and that there are
no material  weaknesses,  it should be noted that our  disclosure  controls  and
procedures and our internal  controls will not necessarily  prevent all error or
fraud,  and can thus not provide  absolute  assurance that all control issues or
fraud can be detected.

                          PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

         We are not currently a party to any pending material legal proceeding.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

         Not applicable.

Item 3.  Defaults Upon Senior Securities.

         Not applicable.

Item 4.  Submission of Matters To a Vote of Security Holders.

         Not applicable.

Item 5.  Other Information.

         Not applicable.

Item 6.  Exhibits

         31.1     Certification of the Principal  Executive  Officer pursuant to
                  Section 302 of the Sarbanes-Oxley Act of 2002.

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<PAGE>

         31.2     Certification of the Principal  Financial  Officer pursuant to
                  Section 302 of the Sarbanes-Oxley Act of 2002.

         32.1     Certification of the Principal  Executive  Officer pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002.

         32.2     Certification of the Principal  Financial  Officer pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002.


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<PAGE>

                                   SIGNATURES

         In accordance  with Section 13 or 15(d) of the Securities  Exchange Act
of 1934,  the  Registrant  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                               CHINA MINERAL ACQUISITION CORPORATION
                               (Registrant)


Date:  May 16, 2006            By: /s/ Simon Mu
                                   -----------------------------
                                   Name:  Simon Mu
                                   Title: President and Chief Executive Officer
                                          (Principal Executive Officer)


Date:  May 16, 2006            By: /s/ Bing Zhao
                                   -----------------------------
                                   Name:  Bing Zhao
                                   Title: Chief Financial Officer
                                          (Principal Financial Officer)


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