UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-Q





(Mark
One)





[
      X]
                    QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the quarterly period ended March 31, 2009OR[  ]
                    TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


Commission
file number 0-14306





CHINA
CRESCENT ENTERPRISES, INC.


(Exact Name of Registrant as Specified
in Its Charter)





Nevada
                84-0928627(State
      or other jurisdiction of
                (I.R.S.
      employerincorporation
      or organization)
                identification  number)


14860
Montfort Drive, Suite 210, Dallas, TX    75254


(Address
of principal executive offices)





(214) 722-3040


Issuer’s
telephone number, including area code








NEWMARKET CHINA,
INC.


(Former
name, former address and former fiscal year, if changed since last
report)





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 (the
“Exchange Act”) 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.


Yes þ     No
o





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





Large
      Accelerated Filer [   ]
                      Accelerated
      Filer [   ]Non-Accelerated Filer  
      [ü]
                      Smaller
      Reporting Company [ 
 ]





Indicate
by check mark whether the Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes o     No
þ





The
Registrant had 129,799,559 shares of Common Stock outstanding as of May 15,
2009.










PART I – FINANCIAL INFORMATION
                                                                  Page No.Item 1.
                                                                  Unaudited Financial StatementsConsolidated Balance Sheets – March 31, 2009
      andDecember 31, 2008
                                                                  1Consolidated Statements of Operations -Three Months Ended March 31, 2009, 2008 and
      2007
                                                                  2Consolidated Statement of Changes in Equity
      –December 31, 2008 Through March 31,
2009
                                                                  3Consolidated Statements of Cash Flows –Three Months Ended March 31, 2009, 2008 and
      2007
                                                                  4Notes to Condensed Consolidated Financial
      Statements
                                                                  5Item 2.
                                                                  Management’s Discussion and Analysis of Financial Condition
      and Results of Operations
                                                                  11Item 3.
                                                                  Quantitative and Qualitative Disclosures About Market
      Risk
                                                                  12Item 4.
                                                                  Controls and Procedures
                                                                  12PART II – OTHER INFORMATIONItem 1.
                                                                  Legal Proceedings – Not
      Applicable
                                                                  13Item 2.
                                                                  Unregistered Sales of Equity Securities and Use of
      Proceeds
                                                                  13Item 3.
                                                                  Defaults Upon Senior Securities – Not
      Applicable
                                                                  13Item 4.
                                                                  Submission of Matters to a Vote of Security
      Holders
                                                                  13Item 5.
                                                                  Other Information – Not
      Applicable
                                                                  13Item 6.
                                                                  Exhibits
                                                                  13SIGNATURES
                                                                  14









Item 1.  Unaudited Financial
Statements





China Crescent Enterprises, Inc.Consolidated
      Balance SheetASSETS
                                                    
                                                    March
      31, 2009
                                                    
                                                    
                                                    December
      31, 2008(Unaudited)CURRENT
      ASSETSCash
      and cash equivalents
                                                    
                                                    $
                                                    2,198,412
                                                    
                                                    
                                                    $
                                                    2,600,498Accounts
      receivable
                                                    
                                                    
                                                    3,813,218
                                                    
                                                    
                                                    
                                                    4,238,294Inventory
                                                    
                                                    
                                                    1,494,349
                                                    
                                                    
                                                    
                                                    1,858,233Supplier
      advances and prepaid expenses
                                                    
                                                    
                                                    2,513,363
                                                    
                                                    
                                                    
                                                    787,149Advances
      to affiliate
                                                    
                                                    
                                                    837,567
                                                    
                                                    
                                                    
                                                    687,567Assets
      of discontinued operations
                                                    
                                                    
                                                    9,377
                                                    
                                                    
                                                    
                                                    9,377Other
      current assets
                                                    
                                                    
                                                    116,453
                                                    
                                                    
                                                    
                                                    68,840Total
      current assets
                                                    
                                                    
                                                    10,982,739
                                                    
                                                    
                                                    
                                                    10,249,958PROPERTY
      AND EQUIPMENT, NET
                                                    
                                                    
                                                    87,597
                                                    
                                                    
                                                    
                                                    93,185INTANGIBLE
      ASSETS
                                                    
                                                    
                                                    2,993
                                                    
                                                    
                                                    
                                                    2,993Total
      assets
                                                    
                                                    $
                                                    11,073,329
                                                    
                                                    
                                                    $
                                                    10,346,136LIABILITIES
      AND EQUITYCURRENT
      LIABILITIESAccounts
      payable
                                                    
                                                    $
                                                    1,050,956
                                                    
                                                    
                                                    $
                                                    1,573,643Short-term
      borrowing
                                                    
                                                    
                                                    2,078,455
                                                    
                                                    
                                                    
                                                    1,798,542Accrued
      expenses and other liabilities
                                                    
                                                    
                                                    547,027
                                                    
                                                    
                                                    
                                                    445,258Income
      taxes payable
                                                    
                                                    
                                                    17,493
                                                    
                                                    
                                                    
                                                    -Liabilities
      of discontinued operations
                                                    
                                                    
                                                    308,683
                                                    
                                                    
                                                    
                                                    308,683Total
      current liabilities
                                                    
                                                    
                                                    4,002,614
                                                    
                                                    
                                                    
                                                    4,126,126Long-term
      debt
                                                    
                                                    
                                                    207,215
                                                    
                                                    
                                                    
                                                    151,041Total
      liabilities
                                                    
                                                    
                                                    4,209,829
                                                    
                                                    
                                                    
                                                    4,277,167EQUITYChina
      Crescent Enterprises, Inc. shareholders' equity:Common
      stock; $.001 par value; 100,000,000 shares authorized;110,944,194
      and 69,654,662 shares issued and outstanding
                                                    
                                                    
                                                    110,944
                                                    
                                                    
                                                    
                                                    69,654at
      March 31, 2009 and December  31, 2008,
    respectivelyPreferred
      stock; $.001 par value; 20,000,000 shares authorized;250,000
      shares Series A and 0 shares issued and outstanding
                                                    
                                                    
                                                    250
                                                    
                                                    
                                                    
                                                    250at
      March 31, 2009 and December  31, 2008,
    respectivelyAdditional
      paid-in capital
                                                    
                                                    
                                                    2,496,284
                                                    
                                                    
                                                    
                                                    2,173,110Accumulated
      comprehensive income
                                                    
                                                    
                                                    928,201
                                                    
                                                    
                                                    
                                                    820,699Retained
      earnings
                                                    
                                                    
                                                    1,504,325
                                                    
                                                    
                                                    
                                                    1,392,493Total
      China Crescent Enterprises, Inc. stockholders' equity
                                                    
                                                    
                                                    5,040,004
                                                    
                                                    
                                                    
                                                    4,456,206Noncontrolling
      interest
                                                    
                                                    
                                                    1,823,496
                                                    
                                                    
                                                    
                                                    1,612,763Total
      equity
                                                    
                                                    
                                                    6,863,500
                                                    
                                                    
                                                    
                                                    6,068,969Total
      liabilities and equity
                                                    
                                                    $
                                                    11,073,329
                                                    
                                                    
                                                    $
                                                    10,346,136See
      accompanying notes to consolidated financial statements.






1






China Crescent Enterprises, Inc.Consolidated
      Statement of Operations(Unaudited)Three
      Months Ended March 31,2009
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          2008
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          2007REVENUE
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          7,429,308
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                                          8,515,884
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                                          7,079,794COST
      OF SALES
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          6,990,855
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          8,072,658
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          6,879,374Gross
      Margin
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          438,453
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          443,226
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          200,420OPERATING
      EXPENSESSelling,
      general and administrative expenses
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          214,010
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          277,273
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          182,871Depreciation
      and amortization
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          1,150
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          4,446
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          48,773Total
      expenses
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          215,160
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          281,719
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          231,644Income
      (loss) from operations
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          223,293
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          161,507
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          (31,224
                                                                                                                                                                                                                                                          )OTHER
      INCOME (EXPENSE)Interest
      income
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          981
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          -
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          8Interest
      expense
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          (47,229
                                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          (8,235
                                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          (16,034
                                                                                                                                                                                                                                                          )Other
      income
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          43,958
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          43,987
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          24,409Other
      expense
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          (1,724
                                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          (1,051
                                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          (1,791
                                                                                                                                                                                                                                                          )Total
      other income (expense)
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          (4,014
                                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          34,701
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          6,592Net
      income before income tax (credit)
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          219,279
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          196,208
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          (24,632
                                                                                                                                                                                                                                                          )Foreign
      income tax
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          -
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          5,573
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          7,796Net
      income (loss)
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          219,279
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          190,635
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          (32,428
                                                                                                                                                                                                                                                          )Less:
      net income attributable to noncontrolling interest
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          (107,447
                                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          (93,411
                                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          15,890Net
      income (loss) attributable to China Crescent Enterprises,
    Inc.
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                                          111,832
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                                          97,224
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                                          (16,538
                                                                                                                                                                                                                                                          )Other
      comprehensive income (loss):Unrealized
      gain (loss) on available-for-sale securities
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          (813
                                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          233
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          -Gain
      on foreign currency translation
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          211,601
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          324,026
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          479,307Total
      other comprehensive income
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          210,788
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          324,259
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          479,307Comprehensive
      income
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          430,067
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          514,894
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          446,879Comprehensive
      income attributable to the noncontrolling interest
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          (210,733
                                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          (252,298
                                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          (218,971
                                                                                                                                                                                                                                                          )Comprehensive
      income attributable to China Crescent Enterprises, Inc.
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                                          219,334
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                                          262,596
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                                          227,908Earnings
      per share-basic and diluted:Net
      income attributable to China Crescent Enterprises, Inc.shareholders
      - basic
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                                          0.00
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                                          0.00
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                                          (0.00
                                                                                                                                                                                                                                                          )Net
      income attributable to China Crescent Enterprises, Inc.shareholders
      - diluted
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                                          0.00
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                                          0.00
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                                          (0.00
                                                                                                                                                                                                                                                          )Number
      of weighted average common shares o/s-basic
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          95,296,483
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          29,075,773
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          26,025,485Number
      of weighted average common shares o/s-diluted
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          200,000,000
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          72,689,433
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                          31,613,219See
      accompanying notes to consolidated financial statements.






2





China Crescent Enterprises, Inc.Consolidated
      Statement of Changes in EquityDecember
      31, 2008 Through March 31, 2009(Unaudited)China
      Crescent Enterprises, Inc. ShareholdersAdditional
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            AccumulatedComprehensive
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            Number
      of Shares
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            Par
      Value of Stock
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            Paid-In
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            Comprehensive
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            Retained
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            NoncontrollingTotal
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            Income
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            Preferred
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            Common
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            Preferred
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            Common
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            Capital
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            Income
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            Earnings
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            InterestBEGINNING BALANCE,
      December 31, 2008
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            $
                                                                                                                                                                                                                                                            6,068,969
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            $
                                                                                                                                                                                                                                                            -
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            250,000
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            69,654,662
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            $
                                                                                                                                                                                                                                                            250
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            $
                                                                                                                                                                                                                                                            69,654
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            $
                                                                                                                                                                                                                                                            2,173,110
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            $
                                                                                                                                                                                                                                                            820,699
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            $
                                                                                                                                                                                                                                                            1,392,493
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            $
                                                                                                                                                                                                                                                            1,612,763Conversion
      of debt to common stock
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            364,464
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            41,289,532
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            41,290
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            323,174Comprehensive
      income:Net
      income
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            219,279
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            219,279
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            111,832
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            107,447Other
      comprehensive net
                                                                                                                                                                                                                                                              income:Unrealized
      loss on available for sale securities
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            (813
                                                                                                                                                                                                                                                            )
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            (813
                                                                                                                                                                                                                                                            )
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            (415
                                                                                                                                                                                                                                                            )
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            (398
                                                                                                                                                                                                                                                            )Gain
      on foreign currency
                                                                                                                                                                                                                                                              translation
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            211,601
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            211,601
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            107,917
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            103,684Other
      comprehensive income
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            210,788
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            210,788Comprehensive
      income
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            430,067
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            $
                                                                                                                                                                                                                                                            430,067ENDING BALANCE, March
      31, 2009
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            $
                                                                                                                                                                                                                                                            6,863,500
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            250,000
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            110,944,194
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            $
                                                                                                                                                                                                                                                            250
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            $
                                                                                                                                                                                                                                                            110,944
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            $
                                                                                                                                                                                                                                                            2,496,284
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            $
                                                                                                                                                                                                                                                            928,201
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            $
                                                                                                                                                                                                                                                            1,504,325
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            $
                                                                                                                                                                                                                                                            1,823,496See
      accompanying notes to consolidated financial statements.







3






China Crescent Enterprises, Inc.Consolidated
      Statement of Cash Flows(Unaudited)Three
      Months Ended March 31,2009
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    2008
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    2007CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      income
                                                                                                                                                                                    
                                                                                                                                                                                    $
                                                                                                                                                                                    111,832
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    $
                                                                                                                                                                                    97,224
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    $
                                                                                                                                                                                    (16,538
                                                                                                                                                                                    )Adjustments
      to  reconcile net earnings to net cashprovided
      (used) by operating activities:Noncontrolling
      interest in consolidated subsidiary
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    107,447
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    93,411
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    -Depreciation
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    1,150
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    4,446
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    48,773Loss
      on sale of property, plant & equipment
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    -
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    -
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    (15,890
                                                                                                                                                                                    )Changes
      in operating assets and liabilities:(Increase)
      decrease in accounts receivable
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    425,076
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    (950,892
                                                                                                                                                                                    )
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    (1,317,590
                                                                                                                                                                                    )(Increase)
      decrease in advances and other assets
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    (1,726,214
                                                                                                                                                                                    )
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    (751,854
                                                                                                                                                                                    )
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    (362,996
                                                                                                                                                                                    )(Increase)
      decrease in inventory
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    374,634
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    (57,050
                                                                                                                                                                                    )
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    (529,121
                                                                                                                                                                                    )Increase
      (decrease) in accounts payable
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    (523,608
                                                                                                                                                                                    )
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    (599,409
                                                                                                                                                                                    )
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    (102,610
                                                                                                                                                                                    )Increase
      (decrease) in accrued expenses and other payables
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    100,758
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    181,583
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    1,285,448Net
      cash used in operating activities
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    (1,128,925
                                                                                                                                                                                    )
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    (1,982,541
                                                                                                                                                                                    )
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    (1,010,524
                                                                                                                                                                                    )CASH
      FLOWS FROM INVESTING ACTIVITIES:Advances
      to affiliates
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    (150,000
                                                                                                                                                                                    )Purchase
      of property and equipment
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    -
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    -
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    (49,293
                                                                                                                                                                                    )Net
      cash used in investing activities
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    (150,000
                                                                                                                                                                                    )
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    -
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    (49,293
                                                                                                                                                                                    )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from  short-term borrowings
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    282,391
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    670,896
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    (58,380
                                                                                                                                                                                    )Proceeds
      from long-term debt
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    56,174
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    279,540
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    -Net
      cash provided (used) by financing activities
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    338,565
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    950,436
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    (58,380
                                                                                                                                                                                    )Effect
      of exchange rates on cash
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    538,274
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    245,229
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    406,734Net
      decrease in cash and equivalents
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    (402,086
                                                                                                                                                                                    )
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    (786,876
                                                                                                                                                                                    )
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    (711,463
                                                                                                                                                                                    )CASH, beginning of
      period
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    2,600,498
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    1,488,774
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    1,168,344CASH, end of
      period
                                                                                                                                                                                    
                                                                                                                                                                                    $
                                                                                                                                                                                    2,198,412
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    $
                                                                                                                                                                                    701,898
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    $
                                                                                                                                                                                    456,881See
      accompanying notes to consolidated financial statements.





4




CHINA CRESCENT ENTERPRISES, INC. AND SUBSIDIARIES


Notes to
Condensed Consolidated Financial Statements (Unaudited)


March 31,
2009








1.  BASIS OF
PRESENTATION, BUSINESS AND SIGNIFICANT ACCOUNTING
POLICIES:





UNAUDITED
INTERIM FINANCIAL STATEMENTS





The
accompanying unaudited interim consolidated financial statements include the
accounts of China Crescent Enterprises, Inc. (formerly known as NewMarket China,
Inc. or “NewMarket China”) a Nevada corporation (“we”, “our” or the
“Company”),  These statements have been prepared in accordance with
accounting principles generally accepted in the United States and applicable
Securities and Exchange Commission (“SEC”) regulations for interim financial
information.  These financial statements are unaudited and, in the
opinion of management, include all adjustments necessary to present fairly the
balance sheets, statements of operations and statements of cash flows for the
periods presented in accordance with accounting principles generally accepted in
the United States.  Certain information and footnote disclosures
normally found in financial statements prepared in accordance with accounting
principles generally accepted in the United States have been condensed or
omitted pursuant to SEC rules and regulations.  It is presumed that
users of this interim financial information have read or have access to the
audited financial statements and footnote disclosure for the preceding year
contained in our Annual Report on Form 10-K.  Operating results for
interim periods presented are not necessarily indicative or the results that may
be expected for the year ending December 31, 2009.





In October
2004, we discontinued the operations of Brunetti and implemented steps to
liquidate the assets of Brunetti.  On March 1, 2005, Brunetti filed a
voluntary petition for relief in the United States Bankruptcy Court, District of
Colorado under Chapter 7 of Title 7 of the U.S. Bankruptcy Code (Note
3).





On March 16, 2005, the Company (the
Debtors) filed a voluntary petition for relief in the United States Bankruptcy
Court, District of Colorado under Chapter 11 of Title 11 of the U.S. Bankruptcy
Code.  Under Chapter 11, certain claims against the Debtor in
existence prior to the filing of the petitions for relief under the U.S.
Bankruptcy Code are stayed while the Debtor continues business operations as
Debtor-in-possession.  On April 5, 2006, the United States Bankruptcy
Court, District of Colorado dismissed the Chapter 11
proceedings.





BASIS
OF PRESENTATION





We prepare
our financial statements on the accrual basis of accounting.  All
significant intercompany accounts and transactions have been eliminated in
consolidation.    Investments in subsidiaries are reported
using the equity method.  The financial statements include the
accounts of our wholly-owned subsidiary Brunetti DEC, LLC, (“Brunetti”) a
Colorado limited liability company and our Chinese wholly-owned foreign entity,
Clipper Technology, Inc. (“CLPTEC”).





USE
OF ESTIMATES





The
preparation of consolidated 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 disclosure of contingent assets and liabilities at
the date of the consolidated financial statements and reported amounts of
revenues and expenses during the reporting periods.  Actual results
could differ from those estimates.





FAIR
VALUE OF FINANCIAL INSTRUMENTS





The fair
values of our cash and cash equivalents, accounts receivable, accounts payable,
and lines of credit approximate their carrying amounts due to the short
maturities of these instruments.




5





CASH
AND CASH EQUIVALENTS





We
consider all highly liquid investments with an original maturity of three months
or less and money market instruments to be cash equivalents.





INVENTORY





Inventory,
which consists primarily of finished goods, is stated at the lower of cost or
market.  Cost is determined using the weighted average
method.





OTHER
ASSETS





Available
for sale securities consist of 23,245 shares of common stock of Vyta Corp
(“Vyta”) (Note 4).  These securities are carried at fair value ($349
at March 31, 2009) based upon quoted market prices.  Unrealized gains
and losses are computed on the average cost basis and are reported as a separate
component of comprehensive income, included as a separate item in stockholders’
equity.  Realized gains, realized losses, and declines in value,
judged to be other-than temporary, are included in other income
(expense).





PROPERTY
AND EQUIPMENT





Property
and equipment are stated at cost.  Depreciation is provided by use of
the accelerated method over the estimated useful lives of the related assets,
which range from five to seven years.





REVENUE
RECOGNITION





We are
engaged in the business of resale of computer hardware and software and IT
consulting services in the People’s Republic of China
(“China”).  Revenue from product sales, which accounts for the
substantial majority of revenue, is recognized upon delivery.  IT
Consulting services are invoiced under a time and materials
contract.  Revenue is recognized as time is spent on hourly rates,
which are negotiated with the customer, plus the cost of any allowable material
costs and out-of-pocket expenses.





FOREIGN
CURRENCY TRANSACTION AND TRANSLATION GAINS (LOSSES)





Our
principal operations are located in China. We invoice our customers in RMB, the
local currency, and if the our payment is denominated in a foreign currency, we
translate the payment and record a foreign currency transaction gain or loss in
accordance with Statement of Financial Accounting Standards (“SFAS”) 52,
“Foreign Currency Translation”.





DERIVATIVE
INSTRUMENTS





SFAS 133,
“Accounting for Derivative Instruments and Hedging Activities”, as amended, establishes
accounting and reporting standards requiring that every derivative instrument be
recorded in the balance sheet as either an asset or liability measured at fair
value, and that changes in fair value be recognized currently in earnings (loss)
unless specific hedge accounting criteria are met.





STOCK-BASED
COMPENSATION





We have
a  stock  option  plan which permit the grant of
shares to
attract,  retain  and  motivate  employees,  directors  and
consultants.  Options are generally granted with an exercise price
equal to the market price of our common stock on the date of the grant and with
vesting rates, as determined by our Board of Directors.  We account
for stock-based compensation in accordance with SFAS 123(R), “Share-Based
Payment” which requires measurement of compensation cost for all stock-based
awards at fair value on the date of grant.  Determining the fair value
of share-based awards at the grant date requires the use of
estimates.  Actual results, and future changes in estimates, may
differ from the current estimates.




There were
no options granted during the three months ended  March 31, 2009, and
all options granted prior to the
adoption  of  SFAS  123(R)  and  outstanding  during  the  periods  presented are
fully vested.


6





INCOME
(LOSS) PER SHARE





SFAS 128,
“Earnings Per Share”, requires dual presentation of basic and diluted earnings
per share (“EPS”) with a reconciliation of the numerator and denominator of the
basic EPS computation to the numerator and denominator of the diluted EPS
computation.  Basic EPS excludes dilution.  Diluted EPS
reflects the potential dilution that could occur if securities or other
contracts to issue common stock were exercised or converted into common stock or
resulted in the issuance of common stock that then shared in the earnings of the
entity.





Income
(loss) per share of common stock is computed based on the weighted average
number of common shares outstanding during the year.  Stock options
and warrants are not considered in the calculation at March 31, 2009, as the
impact of the potential common shares would be to decrease income (loss) per
share. Therefore, diluted income (loss) per share is equivalent to basic income
(loss) per share.





INCOME
TAXES





Income
taxes are accounted for by 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 carry forwards.  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 (loss) in the
period that includes the enactment date.  A valuation allowance is
established when necessary to reduce deferred tax assets to amounts expected to
be realized.





COMPREHENSIVE
INCOME





SFAS 130,
“Reporting Comprehensive Income”, requires the reporting and display of
comprehensive income and its components.  SFAS 130 requires unrealized
gains and losses on our available for sale securities to be included in
comprehensive income as well as gains or losses due to foreign currency
translation adjustments.





RECENTLY
ISSUED ACCOUNTING STANDARDS





In
December 2007, FASB issued SFAS 141(R), “Business Combinations” (“SFAS 141(R)”)
which replaces SFAS 141, “Business Combinations”, and requires the acquirer of a
business to recognize and measure the identifiable assets acquired, the
liabilities assumed, and any non-controlling interest in the acquired entity at
fair value.  SFAS 141(R) also requires transaction costs related to
the business combination to be expensed at incurred.  SFAS 141(R) is
effective for business combinations for which the acquisition date is on or
after fiscal years beginning December 15, 2008.  We do not believe
that the adoption of SFAS 141(R) will have a material impact on our consolidated
financial statements.





In
December 2007, FASB issued SFAS 160, “Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51”
(“SFAS 160”). SFAS 160 will change the accounting and reporting for
minority interests, which will be recharacterized as noncontrolling interests
and classified as a component of equity. This new consolidation method will
significantly change the account with minority interest holders. SFAS 160
is effective for fiscal years beginning after December 15, 2008 and, as
such, we will adopt this standard in fiscal 2009. We do not believe that this
recent accounting pronouncement will have a material impact on our consolidated
financial statements.





In
February 2008, FASB issued Financial Staff Position (“FSP”) No. FAS 157-2,
“Effective Date of FASB Statement No. 157”, which delays the effective date of
SFAS No. 157 to January 1, 2009, for all 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 adoption of the delayed items of SFAS No. 157 did not
have a material impact on our consolidated financial statements.





In March
2008, FASB issued SFAS 161, “Disclosures about Derivative Instruments and
Hedging Activities, an Amendment of SFAS 133” (“SFAS 161”).  SFAS 161
amends and expands the disclosure requirements of SFAS 133 with the intent to
provide users of financial statements with an enhanced understanding of how and
why an entity uses derivative instruments, how derivative instruments and
related hedged items are accounted for under SFAS 133 and its related
interpretations, and how derivative instruments and related hedged items affect
an entity’s financial position, financial performance, and cash
flows.  SFAS 161 is effective for financial statements issued for
fiscal years and interim periods beginning after November 15,
2008.  We believe that the requirements of SFAS 161 will not have a
material effect on our consolidated financial statements.




7





In April
2008, FASB issued FSP 142-3, “Determination of Useful Life of Intangible
Assets”. FSP 142-3 amends the factors that should be considered in developing
the renewal or extension assumptions used to determine the useful life of a
recognized intangible asset under SFAS 142, “Goodwill and Other Intangible
Assets.” FSP 142-3 also requires expanded disclosure regarding the determination
of intangible asset useful lives. FSP 142-3 is effective for fiscal years
beginning after December 15, 2008. We do not believe the adoption of FSP 142-3
will have a material impact on our consolidated financial
statements.





In
May 2008, the FASB issued SFAS 162, “The Hierarchy of Generally Accepted
Accounting Principles” (“SFAS 162”) which provides a consistent framework for
determining what accounting principles should be used when preparing financial
statements under generally accepted accounting principles in the U.S.  SFAS
162 is effective 60 days following the SEC’s approval of the Public Company
Accounting Oversight Board (“PCAOB”) amendments to AU Section 411, “The
Meaning of Present Fairly in Conformity With Generally Accepted Accounting
Principles.”  The adoption of SFAS 162 is not expected to have an impact on
our consolidated financial statements.





2. DESCRIPTION OF
BUSINESS:





NewMarket
China was formed in 2006 as a wholly-owned subsidiary of NewMarket Technology,
Inc. (“NewMarket Technology”), a technology and systems integration company
based in Dallas, Texas.   Our headquarters is located in Dallas
but our primary operations are currently in the People’s Republic of China
(“China”).  To date, the majority of our sales have been information
technology products and services sold within China.





In October
2006, Intercell International Corporation (“Intercell”) executed an Agreement
and Plan of Reorganization (“the Agreement”) with NewMarket China,
Inc.  The Agreement, provided for Intercell to acquire from NewMarket
Technology our subsidiary  through the exchange of  all of
the issued and outstanding stock of NewMarket China, Inc., one thousand (1,000)
shares held by NewMarket Technology for  two million (2,000,000)
restricted common shares of Intercell. As a result of the Agreement, we became a
wholly-owned subsidiary of Intercell.





In a
separate agreement, NewMarket Technology agreed to purchase 250,000 shares of a
Series A Preferred Stock (“Series A Preferred”) from Intercell for $250,000. The
shares have a par value of $0.001 per share and a purchase price of $1.00 per
share and bear no dividend.  The shares are convertible into 60% of
our issued and outstanding common stock any time after August 31, 2006. The
shares have a voting right equal to 60% of our issued and outstanding common
stock.





As a
result of this reorganization, our stockholders’ equity (deficit) has been
adjusted to reflect the effect of this transaction.





In June
2008, we changed our name to China Crescent Enterprises, Inc.





3. DISCONTINUED
OPERATIONS:





BRUNETTI
ACQUISITION





On October
20, 2003, the Company acquired a controlling 60% equity interest in Brunetti in
exchange for a $700,000 cash contribution to Brunetti.  On January 30,
2004, the Company acquired the remaining 40% equity interest in Brunetti in
exchange for a $300,000 cash contribution to Brunetti.





On October
11, 2004, the Company discontinued the operations of Brunetti and implemented
steps to liquidate the assets of Brunetti.  On March 1, 2005, Brunetti
filed a voluntary petition for relief in the United States Bankruptcy Court,
District of Colorado under Chapter 7 of Title 7 of the U.S. Bankruptcy
Code.




8





At March
31, 2009, the carrying values of Brunetti’s assets and liabilities (presented as
assets and liabilities of discontinued operations) are as follows:








Cash
                  
                  $
                  9,377Total
      assets(all
      current)
                  
                  $
                  9,377Accounts
      payable
                  
                  $
                  179,473Related
      party payable
                  
                  
                  25,035Line
      of credit
                  
                  
                  10,735Accrued
      payroll
                  
                  
                  93,440Total
      liabilities(all
      current)
                  
                  $
                  308,683





Brunetti
reported no revenues or income during the three months ended March 31,
2009.  Operations related to Brunetti resulted in a net loss during
the year ended December 31, 2008 and 2007 of $0 and $0,
respectively.  Brunetti did not incur any income taxes during these
periods.





4. INVESTMENT IN VYTA
CORP.:





At March
31, 2009, we own 23,245 shares of the common stock of Vyta
Corp.  Beginning October 21, 2003, based on factors which indicated
that we did not have the ability to exercise significant influence, we changed
our method of accounting for the Vyta Corp shares to the method of accounting
prescribed by SFAS No. 115, “Accounting for Certain Investments in Debt and
Equity Securities”.  We have classified our investment in these Vyta
Corp shares as available for sale securities, in which unrealized gains (losses)
are computed on the average cost basis, and are recorded in other comprehensive
income (loss).  At March 31, 2009, 23,245 shares of Vyta were
available for sale and had a fair market value of $349 based on a closing price
of $0.015 per share.  We did not sell any available for sale
securities during the three months ended March 31, 2009.





5.  STOCK OPTIONS
AND WARRANTS:





STOCK
OPTIONS





We had
established a Compensatory Stock Option Plan (the “1995 Plan” or the “Option
Plan”) and had reserved 10,000,000 shares of common stock for issuance under the
Option Plan.  Incentive stock options were granted under the Option
Plan at prices not less than 110% of the fair market value of the stock at the
date of grant, and nonqualified options were granted at not less than 50% of the
stock’s fair market value at the date of grant or the date the exercise price of
any such option is modified.  Vesting provisions were determined by
the Board of Directors.  All stock options expire 10 years from the
date of grant.





The
following table summarizes information about stock options outstanding as of
March 31, 2009:




Options Outstanding
                            Options ExercisableRange
      of Exercise Prices
                            Number
      of Options
                            Remaining
      Contractual Life
                            Weighted
      Average Exercise
Price
                            Number
      of Options
                            Exercise Price$0.14-0.51
                            4,750,000
                            4-5
      years
                            $
      0.43
                            4,750,000
                            $0.14-0.51





In August
2008, we established a Stock Option and Award Plan (the “2008 Plan”) and have
reserved 10,000,000 shares of common stock for issuance under the 2008
Plan.  Under the 2008 Plan, incentive stock options are granted at
prices not less than 100% of the fair market value of the stock at the date of
grant, and nonqualified options are granted at prices determined by the Board of
Directors.  Vesting provisions are determined by the Board of
Directors.  There have been no grants made under the 2008 Plan as of
March 31, 2009.




9





WARRANTS





At March
31, 2009, there were no warrants to purchase common stock
outstanding.   During the three month period ended March 31,
2009, 700,000 warrants expired.





6.  SUBSEQUENT
EVENTS





In March
2009, we announced that CLPTEC acquired an additional 25% interest in Clipper
Huali, Ltd. from Huali in exchange for the issuance of 750 shares of Series
B Convertible Preferred Stock, $.001 par value, $1,000 per share stated value,
bringing its total ownership in Clipper Huali, Ltd. to 76% and reducing Huali’s
ownership interest to 24%.  The accounting for this transaction will
be effective April 1, 2009.





In March
2009, we filed a Definitive Information Statement on Schedule 14C indicating
that our Board of Directors had authorized a reverse split of the common stock
issued and outstanding on a one new share for twenty-five old shares basis.
Additionally, our Articles of Incorporation will to be amended to increase the
number of authorized common shares from two hundred million (200,000,000) to one
billion (1,000,000,000).  These actions will be effective on or after
April 14, 2009.





In March
2009, NewMarket Technology, the holder of our Series A Preferred, announced
their intention to exchange their shares of Series A Preferred for two new
classes of preferred stock.  One of these classes will be a
non-convertible preferred stock which will represent a controlling interest in
the Company.  The other class of preferred stock will be designated
for conversion into our common stock to be used as a stock dividend distribution
to NewMarket Technology shareholders. We anticipate that this share exchange
will be completed in the second quarter of 2009.




10





Item 2.  Management’s Discussion and Analysis of
Financial Condition and Results of Operations





Cautionary
Note Regarding Forward-Looking Statements





Certain
statements contained in this Form 10-Q contain “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995 and
involve risks and uncertainties that could cause actual results to differ
materially from the results, financial or otherwise, or other expectations
described in such forward-looking statements.  Any forward-looking
statement or statements speak only as of the date on which such statements were
made, and we undertake no obligation to update any forward-looking statement to
reflect events or circumstances after the date on which such statements are made
or reflect the occurrence of unanticipated events.  Therefore,
forward-looking statements should not be relied upon as prediction of actual
future results.   For further information, refer to our annual
report on Form 10-K for the year ended December 31, 2008, as filed with the
Securities and Exchange Commission.




Critical accounting
policies




The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting periods. Our management evaluates these estimates on an on-going basis
including those related to the collection of accounts receivable, inventory,
sales returns, and non-monetary transactions such as stock-based compensation,
impairment of intangible assets and derivative liabilities. Actual results may
differ from these estimates. A discussion of critical accounting policies and
the related judgments and estimates affecting the preparation of the
consolidated financial statements is included in our Annual Report on our Form
10-K for the year ended December 31, 2008, as filed with the Securities and
Exchange Commission.  There have been no material changes to these
critical accounting policies as of March 31, 2009.





Results
of Operations





On March
16, 2005, the Company filed a voluntary petition for relief in the United States
Bankruptcy Court, District of Colorado under Chapter 11 of Title 11 of the U.S.
Bankruptcy Code.  On April 5, 2006, the United States Bankruptcy
Court, District of Colorado dismissed the Chapter 11 proceedings.





On October
20, 2003, the Company acquired a controlling 60% equity interest in Brunetti for
a $700,000 cash contribution to Brunetti. On January 30, 2004, the Company
acquired the remaining 40% equity interest in Brunetti for a $300,000 cash
contribution to Brunetti. In October 2004, the operations of Brunetti were
ceased and on March 1, 2005, Brunetti filed a voluntary petition for relief in
the United States Bankruptcy Court, District of Colorado under Chapter 7 of
Title 7 of the U.S. Bankruptcy Code.  At such time, the Company began
to account for the operations of Brunetti as discontinued
operations.





In October
2006, we executed an Agreement and Plan of Reorganization (“the Agreement”) with
NewMarket China, Inc. (“NewMarket China” or “the Company”), a wholly-owned
subsidiary of NewMarket Technology, Inc. (“NewMarket
Technology”).  The Agreement, provided for Intercell to acquire from
NewMarket Technology its subsidiary, NewMarket China through the exchange
of  all of the issued and outstanding stock of NewMarket China, one
thousand (1,000) shares held by NewMarket Technology for  two million
(2,000,000) restricted common shares of Intercell. As a result of the Agreement,
NewMarket China became a wholly-owned subsidiary of Intercell.





In
June 2008, we changed the Company name to China Crescent Enterprises,
Inc.  In July 2008, Paul K. Danner was appointed President and Chief
Executive Officer of the Company.





Three
months ended March 31, 2009 compared to three months ended March 31,
2008:





Net sales
decreased 13% from $8,515,884 for the quarter ended March 31, 2008 to $7,429,308
for the quarter ended March 31, 2009. This was due to decreased sales of our
products primarily in the Ningbo region.   Cost of sales also
decreased 13% from $8,072,658 for the quarter ended March 31, 2008 to $6,990,855
for the quarter ended March 31, 2009. This decrease was primarily due to of the
corresponding decrease in sales volume.   Cost of sales, as a
percentage of revenue was approximately 94% and 95% for the three months ended
March 31, 2009 and 2008, respectively. Management will continue to pursue
strategies to reduce the overall cost of sales as a percentage of sales as the
company grows. Management will try to leverage the increased purchasing volume
to improve purchasing contracts and reduce overall cost of sales.




11





General
and administrative expenses during the three months ended March 31, 2009 were
$214,010 compared to $277,273 for the three months ended March 31, 2008, a
decrease of 23%.  The decrease is primarily attributable to decreased
headcount in the Ningbo region. General and administrative expenses as a
percentage of revenue were 3% and 3% for the three months ended March 31, 2009
and 2008, respectively.





During the
three months ended March 31, 2009, the Company recognized net income of $111,832
after accounting for the noncontrolling interest in a consolidated subsidiary,
compared to net income of $97,224 during the three months ended March 31, 2008,
a 15% increase.  The increase in net income is attributable to a
decrease in general and administrative expenses for the
quarter.  Comprehensive income for the three months ended March 31,
2009 was $430,067 compared to $514,894 for three months ended March 31,
2008.  Comprehensive income or loss includes gains or losses in
foreign currency translation adjustments and unrealized gains or losses on
investment securities held.





Liquidity
and Capital Resources





Our cash
balance at March 31, 2009 decreased $402,086, from $2,600,498 as of December 31,
2008, to $2,198,412. The decrease was the result of cash used in operating
activities of $1,128,925, and cash used in investing activities of $150,000,
offset by cash provided by financing activities of $338,565 and the effect of
exchange rates on cash of $538,274.  Operating activities for the
three months ended March 31, 2009 exclusive of changes in operating assets and
liabilities provided $220,429, as well as a decrease in accounts receivable and
inventory of $799,710 and an increase in accrued expenses $100,758, offset by an
increase in advances and prepaid expenses of $1,726,214, and a decrease in
accounts payable of $523,608.





As of
March 31, 2009, we own 23,245 shares of common stock of Vyta Corp (“Vyta”). We
have classified our investment in Vyta as available for sale securities in which
unrealized gains (losses) are recorded to shareholders’ equity.  At
March 31, 2009, all 23,245 shares of Vyta Corp common stock are tradable, and
based upon the closing price of $0.015 per share, the market value of the Vyta
common shares at March 31, 2009, was $349.





To the
extent our operations are not sufficient to fund our capital requirements, we
may enter into a revolving loan agreement with a financial institution, attempt
to raise additional capital through the sale of additional common or preferred
stock or through the issuance of debt.





Item 3.  Quantitative and Qualitative Disclosures About
Market Risk





We are
exposed to market risk from changes in foreign currency exchange rates,
including fluctuations in the functional currency of foreign
operations.  The functional currency of operations outside the United
States is the respective local currency.  Foreign currency translation
effects are included in accumulated comprehensive income in shareholder’s
equity.   We do not utilize derivative financial instruments to
manage foreign currency fluctuation risk.





Item 4.  Controls and Procedures





Evaluation of Disclosure
Controls and Procedures





As of
March 31, 2009, we conducted an evaluation, under the supervision and
participation of management, including our Chief Executive Officer and Chief
Financial Officer (the “Certifying Officers”) to evaluate the effectiveness of
our disclosure controls and procedures as of the end of the period covered by
this report, as required by Rule 13a-15(e) under the Securities Exchange Act of
1934 (the “Exchange Act”).  Based on that evaluation, the Certifying
Officers have concluded that our disclosure controls and procedures were
effective at the reasonable assurance level to timely alert management of
information required to be disclosed by the Company in reports filed under the
Exchange Act.  In designing and evaluating the disclosure controls and
procedures, management recognized that any controls system cannot provide
absolute assurance that the objectives of the controls system are met, and no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within a company have been
detected.




12





Changes in Internal Controls
over Financial Reporting





There were
no changes in internal controls over financial reporting that occurred during
the period covered by this report that have materially affected, or are
reasonably likely to affect, internal control over financial
reporting.





PART II – OTHER INFORMATION








Item1.    Legal Proceedings





In the
normal course of business, we become involved in various legal
proceedings.  Although the final outcome of such proceedings cannot be
predicted, we are not currently aware of any such legal proceedings or claims
that we believe will have, individually or in the aggregate, a material adverse
effect on our business, financial condition, or results of
operations.





Item
1A.  Risk Factors





As of
March 31, 2009, there have been no material changes to the risk factors
disclosed in Part I, Item 1 to our  annual report on Form 10-K for the
year ended December 31, 2008.





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





Set forth
below is information regarding the issuance and sale of our securities without
registration during the three month period ended March 31, 2009:





●
            In
      January 2009, the Company issued 17,500,000 shares of common stock
      pursuant to an agreement to exchange $161,000 of debt for
      equity.


●
            In
      February 2009, the Company issued 19,600,000 shares of common stock
      pursuant to an agreement to exchange $149,000 of debt for
      equity.


●
            In
      March 2009, the Company issued 4,189,532 shares of common stock pursuant
      to an agreement to exchange $54,464 of debt for
  equity.





Each of
the above issuances was deemed to be exempt under rule 506 of Regulation D
and/or Section 4(2) of the Securities Act of 1933, as amended. No advertising or
general solicitation was employed in offering the securities. The offerings and
sales were made to a limited number of persons, all of whom were accredited
investors, business associates of our company or executive officers of our
company, and transfer was restricted by our company in accordance with the
requirements of the Securities Act of 1933. In addition to representations by
the above-referenced persons, we have made independent determinations that all
of the above-referenced persons were accredited or sophisticated investors, and
that they were capable of analyzing the merits and risks of their investment,
and that they understood the speculative nature of their investment.
Furthermore, all of the above-referenced persons were provided with access to
our Securities and Exchange Commission filings.





Item 3.    Defaults Upon Senior
Securities





None





Item4.    Submission of Matters to a Vote of
Security Holders





In March
2009, we filed a Definitive Information Statement on Schedule 14C indicating
that our Board of Directors had authorized a reverse split of the common stock
issued and outstanding on a one new share for twenty-five old shares basis.
Additionally, our Articles of Incorporation will be amended to increase the
number of authorized common shares from two hundred million (200,000,000) to one
billion (1,000,000,000).  These actions will be effective on or after
April 14, 2009.





Item 5.    Other Information





None





Item 6.    Exhibits




(a)
            Exhibits.The
      following is a complete list of exhibits filed as part of this Form
      10-Q:





Exhibit
      31.1     Certification of Chief Executive Officer
      pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302
      of the Sarbanes-Oxley Act of 2002





Exhibit
      31.2     Certification of Chief Financial Officer
      pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302
      of the Sarbanes-Oxley Act of 2002





Exhibit
      32.1     Certification of Chief Executive Officer and
      Chief Financial Officer, pursuant to 18 U.S.C. Section 1350 as enacted by
      Section 906 of the Sarbanes-Oxley
              Act of 2002





(b)
            Reports on Form
      8-K.During the three-month period ended March 31,
      2009, we filed the following Current Reports on Form 8-K:
              
              Current
      Report on Form 8-K filed on March 31, 2009 which included disclosure under
      Item 1.01 related to the purchase by the Company of an additional 25% of
      the stock of Clipper Huali Ltd. from Huali Group in exchange for the
      issuance of 750 shares of Series B Preferred
  Stock.








13





SIGNATURES





Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly
authorized.








CHINA
      CRESCENT ENTERPRISES, INC.(Registrant)Date:    
      May 20, 2009
            /s/ Paul K.
      DannerPaul
      K. Danner,Chief
      Executive Officer/s/  Philip
      J. RauchPhilip
      J. Rauch,Chief
      Financial Officer








14