----

----

----

----

| þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|--------|-----------------------------------------------------------------------------------------|

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

|                                                   |
|--------------------------------------------------------|
|                                                   |
| KINGOLD JEWELRY, INC.                                  |
| (Exact name of registrant as specified in its charter) |
|                                                   |

| Delaware                     |   | 001-15819    |   | 13-3883101          |
|------------------------------|--------|--------------|--------|---------------------|
| (State or Other Jurisdiction |   | (Commission  |   | (I.R.S. Employer    |
| of Incorporation)            |   | File Number) |   | Identification No.) |

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

| Large accelerated filer   ̈ |   | Accelerated filer  þ         |
|-------------------------------------------|--------|---------------------------------------------|
| Non-accelerated filer   ̈   |   | Smaller reporting company   ̈ |

----

----

----

|                          |                                                                                                                  |   | Page Number |   |
|-------------------------------|-----------------------------------------------------------------------------------------------------------------------|--------|------------------|--------|
| PART I. FINANCIAL INFORMATION |                                                                                                                  |   | 4                |   |
|                          |                                                                                                                  |   |             |   |   |
| Item 1.                       | Financial Statements                                                                                                  |   |             | 4      |   |
|                          |                                                                                                                  |   |             |   |   |
|                          | Condensed Consolidated Balance Sheets as of March 31, 2011 and December 31, 2010 (Unaudited)                          |   |             | 4      |   |
|                          |                                                                                                                  |   |             |   |   |
|                          | Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2011 and  2010 (Unaudited) |   |             | 5      |   |
|                          |                                                                                                                  |   |             |   |   |
|                          | Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2011 and 2010 (Unaudited)   |   |             | 6      |   |
|                          |                                                                                                                  |   |             |   |   |
|                          | Notes to Condensed Consolidated Financial Statements (Unaudited)                                                      |   |             | 7      |   |
|                          |                                                                                                                  |   |             |   |   |
| Item 2.                       | Management’s Discussion and Analysis of Financial Condition and Results of Operations                           |   |             | 18     |   |
|                          |                                                                                                                  |   |             |   |   |
| Item 3.                       | Quantitative and Qualitative Disclosures About Market Risk                                                            |   |             | 24     |   |
|                          |                                                                                                                  |   |             |   |   |
| Item 4.                       | Controls and Procedures                                                                                               |   |             | 25     |   |
|                          |                                                                                                                  |   |             |   |   |
| PART II. OTHER INFORMATION    |                                                                                                                  |   | 27               |   |
|                          |                                                                                                                  |   |             |   |   |
| Item 1.                       | Legal Proceedings                                                                                                     |   |             | 27     |   |
|                          |                                                                                                                  |   |             |   |   |
| Item 1A.                      | Risk Factors                                                                                                          |   |             | 27     |   |
|                          |                                                                                                                  |   |             |   |   |
| Item 2.                       | Unregistered Sales of Equity Securities and Use of Proceeds                                                           |   |             | 27     |   |
|                          |                                                                                                                  |   |             |   |   |
| Item 3.                       | Defaults Upon Senior Securities                                                                                       |   |             | 27     |   |
|                          |                                                                                                                  |   |             |   |   |
| Item 4.                       | (Removed and Reserved)                                                                                                |   |             | 27     |   |
|                          |                                                                                                                  |   |             |   |   |
| Item 5.                       | Other Information                                                                                                     |   |             | 27     |   |
|                          |                                                                                                                  |   |             |   |   |
| Item 6.                       | Exhibits                                                                                                              |   |             | 27     |   |
|                          |                                                                                                                  |   |             |   |   |
| Signatures                    |                                                                                                                  |   | 32               |   |

----

|   | § | changes in the market price of gold; |
|--------|--------|--------------------------------------|

|   | § | our ability to implement the key initiatives of, and realize the gross and operating margins and projected benefits (in the amounts and time schedules we expect) from, our business strategy; |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | § | non-performance of suppliers on their sale commitments and customers on their purchase commitments; |
|--------|--------|-----------------------------------------------------------------------------------------------------|

|   | § | non-performance of third-party service providers; |
|--------|--------|---------------------------------------------------|

|   | § | adverse conditions in the industries in which our customers operate, including a general economic downturn , a recession globally, or sudden disruption in business conditions, and our ability to withstand an economic downturn, recession, cost inflation, competitive or other market pressures, or conditions; |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | § | the effect of political, economic, legal, tax and regulatory risks imposed on us, including foreign exchange or other restrictions, adoption, interpretation and enforcement of foreign laws including any changes thereto, as well as reviews and investigations by government regulators that have occurred or may occur from time to time, including, for example, local regulatory scrutiny in China; |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | § | our ability to manage growth; |
|--------|--------|-------------------------------|

|   | § | our ability to successfully identify new business opportunities and identify and analyze acquisition candidates, secure financing on favorable terms and negotiate and consummate acquisitions as well as to successfully integrate or manage any acquired business; |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | § | our ability to integrate acquired businesses; |
|--------|--------|-----------------------------------------------|

|   | § | the effect of economic factors, including inflation and fluctuations in interest rates and currency exchange rates, foreign exchange restrictions and the potential effect of such factors on our business, results of operations and financial condition; |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | § | our ability to retain and attract senior management and other key employees; |
|--------|--------|------------------------------------------------------------------------------|

|   | § | any internal investigations and compliance reviews of Foreign Corrupt Practices Act and related U.S. and foreign law matters in China and additional countries, as well as any disruption or adverse consequences resulting from such investigations, reviews, related actions or litigation; |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | § | changes in PRC or U.S. tax laws; |
|--------|--------|----------------------------------|

|   | § | increased levels of competition, and competitive uncertainties in our markets, including competition from companies in the gold jewelry industry in the PRC, some of which are larger than we are and have greater resources; |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | § | the impact of the seasonal nature of our business, adverse effect of rising energy, commodity and raw material prices, changes in market trends, purchasing habits of our consumers and changes in consumer preferences; |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | § | our ability to protect our intellectual property rights; |
|--------|--------|----------------------------------------------------------|

|   | § | the risk of an adverse outcome in any material pending and future litigations; |
|--------|--------|--------------------------------------------------------------------------------|

|   | § | our access to cash and financing and ability to secure financing at attractive rates; |
|--------|--------|---------------------------------------------------------------------------------------|

|   | § | the success of our research and development activities; |
|--------|--------|---------------------------------------------------------|

|   | § | our ability to comply with environmental laws and regulations; and |
|--------|--------|--------------------------------------------------------------------|

|   | § | other risks, including those described in the “Risk Factors” discussion of this periodic report. |
|--------|--------|--------------------------------------------------------------------------------------------------------------|

----

| KINGOLD JEWELRY INC.                  |
|---------------------------------------|
| CONDENSED CONSOLIDATED BALANCE SHEETS |
| (IN US DOLLARS)                       |
| (UNAUDITED)                           |

|                                                                                                                                                             |   | March 31, |        |   | December 31, |   |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------|-------------|--------|-------------------|--------|
|                                                                                                                                                             |   | 2011           |        |   | 2010              |   |
| ASSETS                                                                                                                                                           |   |           |        |   |              |   |
|                                                                                                                                                             |   |           |        |   |              |   |
| CURRENT ASSETS                                                                                                                                                   |   |           |        |   |              |   |
| Cash and cash equivalents                                                                                                                                        |   | $              | 7,259,369   |   |              | $      | 9,151,536 |   |
| Accounts receivable                                                                                                                                              |   |           | 211,716     |   |              |   | 1,165,760 |   |
| Inventories                                                                                                                                                      |   |           | 81,665,763  |   |              |   | 55,426,830 |   |
| Other current assets and prepaid expenses                                                                                                                        |   |           | 10,393      |   |              |   | 72,215 |   |
| Deferred offering costs                                                                                                                                          |   |           | -           |   |              |   | 666,364 |   |
| Value added tax recoverable                                                                                                                                      |   |           | 6,593,263   |   |              |   | 3,853,647 |   |
| Total Current Assets                                                                                                                                             |   |           | 95,740,504  |   |              |   | 70,336,352 |   |
|                                                                                                                                                             |   |           |        |   |              |   |   |   |
| PROPERTY AND EQUIPMENT, NET                                                                                                                                      |   |           | 13,162,864  |   |              |   | 13,332,416 |   |
|                                                                                                                                                             |   |           |        |   |              |   |   |   |
| OTHER ASSETS                                                                                                                                                     |   |           |        |   |              |   |   |   |
| Other assets                                                                                                                                                     |   |           | 147,421     |   |              |   | 146,222 |   |
| Intangible assets, net                                                                                                                                           |   |           | 505,070     |   |              |   | 503,824 |   |
| Total other assets                                                                                                                                               |   |           | 652,491     |   |              |   | 650,046 |   |
| TOTAL ASSETS                                                                                                                                                     |   | $              | 109,555,859 |   |              | $      | 84,318,814 |   |
|                                                                                                                                                             |   |           |        |   |              |   |   |   |
| LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                             |   |           |        |   |              |   |   |   |
|                                                                                                                                                             |   |           |        |   |              |   |   |   |
| CURRENT LIABILITIES                                                                                                                                              |   |           |        |   |              |   |   |   |
| Short term loans                                                                                                                                                 |   | $              | 6,108,176   |   |              | $      | 6,058,486 |   |
| Other payables and accrued expenses                                                                                                                              |   |           | 1,006,044   |   |              |   | 1,715,431 |   |
| Income tax payable                                                                                                                                               |   |           | 2,034,941   |   |              |   | 2,185,112 |   |
| Other taxes payable                                                                                                                                              |   |           | 73,872      |   |              |   | 545,221 |   |
| Total Current Liabilities                                                                                                                                        |   |           | 9,223,033   |   |              |   | 10,504,250 |   |
|                                                                                                                                                             |   |           |        |   |              |   |   |   |
| COMMITMENTS AND CONTINGENCIES                                                                                                                                    |   |           | -           |   |              |   | - |   |
|                                                                                                                                                             |   |           |        |   |              |   |   |   |
| STOCKHOLDERS' EQUITY                                                                                                                                             |   |           |        |   |              |   |   |   |
| Preferred stock, $0.001 par value, 500,000 shares authorized, none issued or outstanding as of March 31, 2011 and December 31, 2010                              |   |           | -           |   |              |   | - |   |
| Common stock $0.001 par value, 100,000,000 shares authorized, 49,803,666 and 42,531,994 shares issued and outstanding as of March 31, 2011 and December 31, 2010 |   |           | 49,804      |   |              |   | 42,532 |   |
| Additional paid-in capital                                                                                                                                       |   |           | 52,211,115  |   |              |   | 31,901,832 |   |
| Retained earnings                                                                                                                                                |   |           |        |   |              |   |   |   |
| Unappropriated                                                                                                                                                   |   |           | 39,011,061  |   |              |   | 33,744,244 |   |
| Appropriated                                                                                                                                                     |   |           | 992,884     |   |              |   | 967,543 |   |
| Accumulated other comprehensive income                                                                                                                           |   |           | 6,050,516   |   |              |   | 5,409,877 |   |
| Total Stockholders' Equity                                                                                                                                       |   |           | 98,315,380  |   |              |   | 72,066,028 |   |
|                                                                                                                                                             |   |           |        |   |              |   |   |   |
| Noncontrolling interest                                                                                                                                          |   |           | 2,017,446   |   |              |   | 1,748,536 |   |
| Total Equity                                                                                                                                                     |   |           | 100,332,826 |   |              |   | 73,814,564 |   |
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                       |   | $              | 109,555,859 |   |              | $      | 84,318,814 |   |

----

| KINGOLD JEWELRY INC.                        |
|---------------------------------------------|
| CONDENSED CONSOLIDATED STATEMENTS OF INCOME |
| (IN US DOLLARS)                             |
| (UNAUDITED)                                 |

|                                                                             |   | For the three months ended March 31, |         |
|----------------------------------------------------------------------------------|--------|--------------------------------------------------------------------|--------------|
|                                                                             |   | 2011                                                               |         |   | 2010 |   |
|                                                                             |   |                                                               |         |   |   |   |
| NET SALES                                                                        |   | $                                                                  | 157,712,467  |   |   | $ | 60,512,328 |   |
|                                                                             |   |                                                               |         |   |   |   |   |   |
| COST OF SALES                                                                    |   |                                                               |         |   |   |   |   |   |
| Cost of sales                                                                    |   |                                                               | (148,461,129 | ) |   |   | (54,214,110 | ) |
| Depreciation                                                                     |   |                                                               | (285,207     | ) |   |   | (278,815 | ) |
| Total cost of sales                                                              |   |                                                               | (148,746,336 | ) |   |   | (54,492,925 | ) |
|                                                                             |   |                                                               |         |   |   |   |   |   |
| GROSS PROFIT                                                                     |   |                                                               | 8,966,131    |   |   |   | 6,019,403 |   |
|                                                                             |   |                                                               |         |   |   |   |   |   |
| OPERATING EXPENSES                                                               |   |                                                               |         |   |   |   |   |   |
| Selling, general and administrative expenses                                     |   |                                                               | 1,154,032    |   |   |   | 364,693 |   |
| Stock compensation expenses                                                      |   |                                                               | 122,500      |   |   |   | - |   |
| Depreciation                                                                     |   |                                                               | 31,914       |   |   |   | 26,664 |   |
| Amortization                                                                     |   |                                                               | 2,873        |   |   |   | 2,768 |   |
| Total Operating Expenses                                                         |   |                                                               | 1,311,319    |   |   |   | 394,125 |   |
|                                                                             |   |                                                               |         |   |   |   |   |   |
| INCOME FROM OPERATIONS                                                           |   |                                                               | 7,654,812    |   |   |   | 5,625,278 |   |
|                                                                             |   |                                                               |         |   |   |   |   |   |
| OTHER INCOME (EXPENSES)                                                          |   |                                                               |         |   |   |   |   |   |
| Other income                                                                     |   |                                                               | -            |   |   |   | 1,758 |   |
| Interest income                                                                  |   |                                                               | -            |   |   |   | 1,181 |   |
| Interest expense                                                                 |   |                                                               | (83,648      | ) |   |   | (134,968 | ) |
| Fees to guarantor of short term loans                                            |   |                                                               | -            |   |   |   | (18,308 | ) |
| Total Other Expenses, net                                                        |   |                                                               | (83,648      | ) |   |   | (150,337 | ) |
|                                                                             |   |                                                               |         |   |   |   |   |   |
| INCOME FROM OPERATIONS BEFORE TAXES                                              |   |                                                               | 7,571,164    |   |   |   | 5,474,941 |   |
|                                                                             |   |                                                               |         |   |   |   |   |   |
| PROVISION FOR INCOME TAXES                                                       |   |                                                               | (2,025,604   | ) |   |   | (1,355,899 | ) |
|                                                                             |   |                                                               |         |   |   |   |   |   |
| NET INCOME                                                                       |   | $                                                                  | 5,545,560    |   |   | $ | 4,119,042 |   |
| Less: net income attribute to the noncontrolling interest                        |   |                                                               | (253,403     | ) |   |   | (170,150 | ) |
|                                                                             |   |                                                               |         |   |   |   |   |   |
| NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS                                   |   | $                                                                  | 5,292,157    |   |   | $ | 3,948,892 |   |
|                                                                             |   |                                                               |         |   |   |   |   |   |
| OTHER COMPREHENSIVE INCOME                                                       |   |                                                               |         |   |   |   |   |   |
| Total foreign currency translation gains                                         |   |                                                               | 656,149      |   |   |   | 59,322 |   |
| Less: foreign currency translation gains attributable to noncontrolling interest |   |                                                               | (15,509      | ) |   |   | (1,401 | ) |
| Foreign currency translation gains attributable to common stockholders           |   |                                                               | 640,640      |   |   |   | 57,921 |   |
|                                                                             |   |                                                               |         |   |   |   |   |   |
| COMPREHENSIVE INCOME                                                             |   | $                                                                  | 5,932,797    |   |   | $ | 4,006,813 |   |
|                                                                             |   |                                                               |         |   |   |   |   |   |
| Earnings per share                                                               |   |                                                               |         |   |   |   |   |   |
| Basic                                                                            |   | $                                                                  | 0.11         |   |   | $ | 0.09 |   |
| Diluted                                                                          |   | $                                                                  | 0.11         |   |   | $ | 0.09 |   |
| Weighted average number of shares                                                |   |                                                               |         |   |   |   |   |   |
| Basic                                                                            |   |                                                               | 48,249,588   |   |   |   | 41,766,404 |   |
| Diluted                                                                          |   |                                                               | 49,724,008   |   |   |   | 43,271,697 |   |

----

|                                                                                 |   | For the three months ended March 31, |        |
|--------------------------------------------------------------------------------------|--------|--------------------------------------------------------------------|-------------|
|                                                                                 |   | 2011                                                               |        |   | 2010 |   |
|                                                                                 |   |                                                               |        |   |   |   |
| CASH FLOWS FROM OPERATING ACTIVITIES                                                 |   |                                                               |        |   |   |   |
| Net income                                                                           |   | $                                                                  | 5,545,560   |   |   | $ | 4,119,042 |   |
| Adjusted to reconcile net income to cash provided by (used in) operating activities: |   |                                                               |        |   |   |   |   |   |
| Depreciation                                                                         |   |                                                               | 317,121     |   |   |   | 305,479 |   |
| Amortization of intangible assets                                                    |   |                                                               | 2,873       |   |   |   | 2,768 |   |
| Share based compensation                                                             |   |                                                               | 122,500     |   |   |   | - |   |
| Changes in operating assets and liabilities                                          |   |                                                               |        |   |   |   |   |   |
| (Increase) decrease in:                                                              |   |                                                               |        |   |   |   |   |   |
| Accounts receivable                                                                  |   |                                                               | 959,184     |   |   |   | 250,286 |   |
| Inventories                                                                          |   |                                                               | (25,666,030 | ) |   |   | 1,530,288 |   |
| Other current assets and prepaid expenses                                            |   |                                                               | 61,844      |   |   |   | 30,409 |   |
| Deferred offering costs                                                              |   |                                                               | 666,364     |   |   |   | - |   |
| Value added tax recoverable                                                          |   |                                                               | (2,695,585  | ) |   |   | 1,316,753 |   |
| Increase (decrease) in:                                                              |   |                                                               |        |   |   |   |   |   |
| Other payables and accrued expenses                                                  |   |                                                               | (713,329    | ) |   |   | (4,327 | ) |
| Income tax payable                                                                   |   |                                                               | (167,321    | ) |   |   | 6,693 |   |
| Other taxes payable                                                                  |   |                                                               | (473,637    | ) |   |   | (173,139 | ) |
| Net cash provided by (used in) operating activities                                  |   |                                                               | (22,040,456 | ) |   |   | 7,384,252 |   |
|                                                                                 |   |                                                               |        |   |   |   |   |   |
| CASH FLOWS FROM INVESTING ACTIVITIES                                                 |   |                                                               |        |   |   |   |   |   |
| Purchase of property and equipment                                                   |   |                                                               | (39,500     | ) |   |   | (11,217 | ) |
| Net cash used in investing activities                                                |   |                                                               | (39,500     | ) |   |   | (11,217 | ) |
|                                                                                 |   |                                                               |        |   |   |   |   |   |
| CASH FLOWS FROM FINANCING ACTIVITIES                                                 |   |                                                               |        |   |   |   |   |   |
| Net proceeds from stock issuance in public offering                                  |   |                                                               | 20,144,255  |   |   |   | - |   |
| Net proceeds from exercise of warrants                                               |   |                                                               | 49,800      |   |   |   |   |   |
| Net cash provided by financing activities                                            |   |                                                               | 20,194,055  |   |   |   | - |   |
|                                                                                 |   |                                                               |        |   |   |   |   |   |
| EFFECT OF EXCHANGE RATES ON CASH & CASH EQUIVALENTS                              |   |                                                               | (6,265      | ) |   |   | (12,952 | ) |
|                                                                                 |   |                                                               |        |   |   |   |   |   |
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                 |   |                                                               | (1,892,167  | ) |   |   | 7,360,083 |   |
|                                                                                 |   |                                                               |        |   |   |   |   |   |
| CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                       |   |                                                               | 9,151,536   |   |   |   | 7,964,120 |   |
|                                                                                 |   |                                                               |        |   |   |   |   |   |
| CASH AND CASH EQUIVALENTS, END OF PERIOD                                             |   | $                                                                  | 7,259,369   |   |   | $ | 15,324,203 |   |
|                                                                                 |   |                                                               |        |   |   |   |   |   |
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION                                     |   |                                                               |        |   |   |   |   |   |
|                                                                                 |   |                                                               |        |   |   |   |   |   |
| Cash paid for interest expense                                                       |   | $                                                                  | 84,750      |   |   | $ | 116,660 |   |
| Cash paid for income tax                                                             |   | $                                                                  | 2,192,925   |   |   | $ | 1,349,206 |   |

----

----

|                                      |   | Estimated Useful Life |
|-------------------------------------------|--------|---------------------------------|
| Buildings                                 |   | 30 years                        |
| Plant and machinery                       |   | 15 years                        |
| Motor vehicles                            |   | 10 years                        |
| Office furniture and electronic equipment |   | 5 – 10 years    |

----

----

|                                                                                                            |   | March 31, |   | December 31, |
|-----------------------------------------------------------------------------------------------------------------|--------|----------------|--------|-------------------|
|                                                                                                            |   | 2011           |   | 2010              |
|                                                                                                            |   |           |   |              |
| Balance sheet items, except for share capital, additional paid in capital and retained earnings, as of year end |   | $1=RMB 6.5788  |   | $1=RMB 6.60231    |
|                                                                                                            |   |           |   |              |
| Amounts included in the statements of operations and cash flows for the year                                    |   | $1=RMB 6.5486  |   | $1=RMB 6.76816    |

|                             |   | As of     |       |
|----------------------------------|--------|----------------|------------|
|                             |   | March 31, |       |   | December 31, |   |
|                             |   | 2011           |       |   | 2010 |   |
| Raw materials                    |   | $              | 35,832,865 |   |   | $ | 16,480,224 |   |
| Work-in-progress                 |   |           | 19,525,024 |   |   |   | 25,095,026 |   |
| Finished goods                   |   |           | 26,307,874 |   |   |   | 13,851,580 |   |
| Less: provision for obsolescence |   |           | -          |   |   |   | - |   |
| Total inventory                  |   | $              | 81,665,763 |   |   | $ | 55,426,830 |   |

----

|                           |   | As of     |       |
|--------------------------------|--------|----------------|------------|
|                           |   | March 31, |       |   | December 31, |   |
|                           |   | 2011           |       |   | 2010 |   |
| Buildings                      |   | $              | 1,881,699  |   |   | $ | 1,866,391 |   |
| Plant and machinery            |   |           | 18,097,339 |   |   |   | 17,948,927 |   |
| Motor vehicles                 |   |           | 75,071     |   |   |   | 39,927 |   |
| Office and electric equipment  |   |           | 554,764    |   |   |   | 546,614 |   |
| Subtotal                       |   |           | 20,608,873 |   |   |   | 20,401,859 |   |
| Less: accumulated depreciation |   |           | (7,446,009 | ) |   |   | (7,069,443 | ) |
|                           |   |           |       |   |   |   |   |   |
| Property and equipment, net    |   | $              | 13,162,864 |   |   | $ | 13,332,416 |   |

----

|                   |   | For the Three Months Ended March 31, |      |
|------------------------|--------|--------------------------------------------------------------------|-----------|
|                   |   | 2011                                                               |      |   | 2010 |   |
| Current tax provision  |   |                                                               |      |   |   |   |
| Federal                |   | $                                                                  | -         |   |   | $ | - |   |
| State                  |   |                                                               | -         |   |   |   | - |   |
| Foreign                |   |                                                               | 2,025,604 |   |   |   | 1,355,899 |   |
|                   |   |                                                               | 2,025,604 |   |   |   | 1,355,899 |   |
|                   |   |                                                               |      |   |   |   |   |   |
| Deferred tax provision |   |                                                               |      |   |   |   |   |   |
| Federal                |   | $                                                                  | -         |   |   | $ | - |   |
| State                  |   |                                                               | -         |   |   |   | - |   |
| Foreign                |   |                                                               | -         |   |   |   | - |   |
|                   |   |                                                               | -         |   |   |   | - |   |
|                   |   |                                                               |      |   |   |   |   |   |
| Income tax provision   |   | $                                                                  | 2,025,604 |   |   | $ | 1,355,899 |   |

|          |   | For the Three Months Ended March 31, |      |
|---------------|--------|--------------------------------------------------------------------|-----------|
|          |   | 2011                                                               |      |   | 2010 |   |
|          |   |                                                               |      |   |   |   |
| United States |   | $                                                                  | (428,494  | ) |   | $ | - |   |
| Foreign       |   |                                                               | 7,999,659 |   |   |   | 5,474,941 |   |
|          |   |                                                               | 7,571,164 |   |   |   | 5,474,941 |   |

----

|                                 |   | For the Three Months Ended |   |
|--------------------------------------|--------|------------------------------------------------|--------|
|                                 |   | March 31,                                 |   |
|                                 |   | 2011                                           |   |   | 2010 |   |
| US Statutory rate                    |   |                                           | 34     | % |   |   | 34 | % |
| Foreign income not recognized in USA |   |                                           | (34    | )% |   |   | (34 | )% |
| China income tax                     |   |                                           | 25     | % |   |   | 25 | % |
| Non-dedcutible expenses              |   |                                           | 2      | % |   |   | - |   |
| Effective tax rate                   |   |                                           | 27     | % |   |   | 25 | % |

----

|                                                           |   | For the Three Months Ended |       |
|----------------------------------------------------------------|--------|------------------------------------------------|------------|
|                                                           |   | March 31,                                 |       |
|                                                           |   | 2011                                           |       |   | 2010 |   |
|                                                           |   |                                           |       |   |   |   |
| Net income attributable to Common stockholders                 |   | $                                              | 5,292,157  |   |   | $ | 3,948,892 |   |
|                                                           |   |                                           |       |   |   |   |   |   |
| Weighted average number of common shares outstanding - Basic   |   |                                           | 48,249,588 |   |   |   | 41,766,404 |   |
| Effect of dilutive securities:                                 |   |                                           |       |   |   |   |   |   |
| Unexercised warrants                                           |   |                                           | 1,474,420  |   |   |   | 1,505,293 |   |
| Weighted average number of common shares outstanding - Diluted |   |                                           | 49,724,008 |   |   |   | 43,271,697 |   |
|                                                           |   |                                           |       |   |   |   |   |   |
| Earnings per share-Basic                                       |   | $                                              | 0.11       |   |   | $ | 0.09 |   |
|                                                           |   |                                           |       |   |   |   |   |   |
| Earnings per share-Diluted                                     |   | $                                              | 0.11       |   |   | $ | 0.09 |   |

----

|                         |   | WarrantsOutstanding |      |   | WeightedAverageExercise Price |   |   | AverageRemaining Lifein Years |   |
|------------------------------|--------|---------------------|-----------|--------|------------------------------------|--------|--------|-----------------------------------------|--------|
|                         |   |                |      |   |                               |   |   |                                    |   |
| Outstanding, January 1, 2011 |   |                | 2,584,839 |   |                               | $      | 1.04   |                                    |   |   | 3.70 |   |
| Granted                      |   |                | 294,000   |   |                               | $      | 3.61   |                                    |   |   | 4.38 |   |
| Forfeited                    |   |                |      |   |                               |   |   |                                    |   |   |   |   |
| Exercised                    |   |                | 83,238    |   |                               |   |   |                                    |   |   |   |   |
|                         |   |                |      |   |                               |   |   |                                    |   |   |   |   |
| Outstanding, March 31, 2011  |   |                | 2,795,601 |   |                               | $      | 1.28   |                                    |   |   | 3.77 |   |

----

----

|                              |   | As of               |      |
|-----------------------------------|--------|--------------------------|-----------|
|                              |   | March 31, 2011 |      |   | December 31, 2010 |   |
| Beginning Balance                 |   | $                        | 1,748,536 |   |   | $ | 820,254 |   |
| Proportionate share of Net Income |   |                     | 253,403   |   |   |   | 877,067 |   |
| Foreign currency translation gain |   |                     | 15,507    |   |   |   | 51,215 |   |
| Ending Balance                    |   | $                        | 2,017,446 |   |   | $ | 1,748,536 |   |

----

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

----

|                     |   | For the three months ended March 31, |         |
|--------------------------|--------|--------------------------------------|--------------|
|                     |   | 2011                                 |         |   | 2010 |   |
|                     |   |                                 |         |   |   |   |
| NET SALES                |   | $                                    | 157,712,467  |   |   | $ | 60,512,328 |   |
|                     |   |                                 |         |   |   |   |   |   |
| COST OF SALES            |   |                                 | (148,746,336 | ) |   |   | (54,492,925 | ) |
| GROSS PROFIT             |   |                                 | 8,966,131    |   |   |   | 6,019,403 |   |
|                     |   |                                 |         |   |   |   |   |   |
| OPERATING EXPENSES       |   |                                 |         |   |   |   |   |   |
| Total Operating Expenses |   |                                 | 1,311,319    |   |   |   | 394,125 |   |
|                     |   |                                 |         |   |   |   |   |   |
| INCOME FROM OPERATIONS   |   |                                 | 7,654,812    |   |   |   | 5,625,278 |   |
|                     |   |                                 |         |   |   |   |   |   |
| OTHER INCOME (EXPENSES)  |   |                                 |         |   |   |   |   |   |

| Other income                          |   |   | -       |   |   |   | 1,758    |   |
|---------------------------------------|--------|--------|---------|--------|--------|--------|----------|--------|
| Interest income                       |   |   | -       |   |   |   | 1,181    |   |
| Interest expense                      |   |   | (83,648 | )      |   |   | (134,968 | )      |
| Fees to guarantor of short term loans |   |   | -       |   |   |   | (18,308  | )      |

| Total Other Expenses, net                                              |   |   | (83,648    | )      |   |   | (150,337   | )      |
|------------------------------------------------------------------------|--------|--------|------------|--------|--------|--------|------------|--------|
|                                                                   |   |   |       |   |   |   |       |   |
| INCOME FROM OPERATIONS BEFORE TAXES                                    |   |   | 7,571,164  |   |   |   | 5,474,941  |   |
|                                                                   |   |   |       |   |   |   |       |   |
| PROVISION FOR INCOME TAXES                                             |   |   | (2,025,604 | )      |   |   | (1,355,899 | )      |
|                                                                   |   |   |       |   |   |   |       |   |
| NET INCOME                                                             |   | $      | 5,545,560  |   |   | $      | 4,119,042  |   |
| Less: net income attribute to the noncontrolling interest              |   |   | (253,403   | )      |   |   | (170,150   | )      |
|                                                                   |   |   |       |   |   |   |       |   |
| NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS                         |   | $      | 5,292,157  |   |   | $      | 3,948,892  |   |
|                                                                   |   |   |       |   |   |   |       |   |
| OTHER COMPREHENSIVE INCOME                                             |   |   |       |   |   |   |       |   |
| Foreign currency translation gains attributable to common stockholders |   |   | 640,640    |   |   |   | 57,921     |   |
|                                                                   |   |   |       |   |   |   |       |   |
| COMPREHENSIVE INCOME                                                   |   | $      | 5,932,797  |   |   | $      | 4,006,813  |   |

----

|    |   |       |   | Metric Tons |   |   | % of Total |   |   | Rev ($ Million) |   |   | % of Total |   |   | Rev ($)/Gram |   |
|---------|--------|------------|--------|-------------|--------|--------|------------|--------|--------|-----------------|--------|--------|------------|--------|--------|--------------|--------|
| Q1-2011 |   | Total      |   |        | 7.52   |   |       |   | 100.0  | %               |   | $      | 157.71     |   |   |         | 100.0  | % |   | $ | 20.97 |   |
|    |   | Branded    |   |        | 3.80   |   |       |   | 50.6   | %               |   | $      | 152.01     |   |   |         | 96.4   | % |   | $ | 39.99 |   |
|    |   | Customized |   |        | 3.72   |   |       |   | 49.4   | %               |   | $      | 5.70       |   |   |         | 3.6    | % |   | $ | 1.53 |   |
|    |   |       |   |        |   |   |       |   |   |            |   |   |       |   |   |         |   |   |   |   |   |   |
| Q1-2010 |   | Total      |   |        | 5.95   |   |       |   | 100.0  | %               |   | $      | 60.51      |   |   |         | 100.0  | % |   | $ | 10.17 |   |
|    |   | Branded    |   |        | 1.70   |   |       |   | 28.6   | %               |   | $      | 54.46      |   |   |         | 90.0   | % |   | $ | 32.04 |   |
|    |   | Customized |   |        | 4.25   |   |       |   | 71.4   | %               |   | $      | 6.05       |   |   |         | 10.0   | % |   | $ | 1.42 |   |

| Year over Year |   |       |   | Metric Tons |   |   | Change |   |   | Rev ($ Million) |   |   | Change |   |   | Rev ($)/Gram Change |   |
|----------------|--------|------------|--------|-------------|--------|--------|--------|--------|--------|-----------------|--------|--------|--------|--------|--------|---------------------|--------|
| 2011 vs. 2010  |   | Total      |   |        | 1.57   |   |   |   | 26.4   | %               |   | $      | 97.20  |   |   |                | 160.6  | % |   | $ | 10.80 |   |
|           |   | Branded    |   |        | 2.10   |   |   |   | 123.6  | %               |   | $      | 97.55  |   |   |                | 179.1  | % |   | $ | 7.95 |   |
|           |   | Customized |   |        | -0.53  |   |   |   | -12.5  | %               |   | $      | (0.35  | )      |   |                | -5.7   | % |   | $ | 0.11 |   |

----

----

----

|                                      | Estimated Useful Life |
|-------------------------------------------|---------------------------------|
| Buildings                                 | 30 years                        |
| Plant and machinery                       | 15 years                        |
| Motor vehicles                            | 10 years                        |
| Office furniture and electronic equipment | 5-10 years                      |

----

| Item 3. | Quantitative and Qualitative Disclosure about Market Risk |
|---------|-----------------------------------------------------------|

----

| Item 4. | Controls and Procedures |
|---------|-------------------------|

|   | § | We did not maintain effective controls over the identification, recording, independent review and oversight of non routine transactions and accounting estimates, and the evaluation of the application of generally accepted accounting principles relating to complex accounting matters. |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

----

| Item 1. | Legal Proceedings |
|---------|-------------------|

| Item 1A. | Risk Factors |
|----------|--------------|

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

| Item 3. | Defaults Upon Senior Securities. |
|---------|----------------------------------|

| Item 4. | (Removed and Reserved) |
|---------|------------------------|

| Item 5. | Other Information. |
|---------|--------------------|

| Item 6. | Exhibits |
|---------|----------|

| Exhibit No. |   | Description                                                                                                                                                                                                                                                                                                                                    |
|------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2.1              |   | Reverse Acquisition Agreement dated September 29, 2009 by and between the Registrant, Baytree Capital Associates, LLC, Wuhan Vogue-Show Jewelry Co., Ltd., Dragon Lead Group Limited and the stockholders of Dragon. (Incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed with the Commission on October 5, 2009) |
| 3.1              |   | Certificate of Incorporation of Registrant (Incorporated by reference to Exhibit 3.1 to our Registration Statement filed on Form SB-2 with the Commission on August 13, 1999)                                                                                                                                                                  |
| 3.2              |   | Amendment to Certificate of Incorporation of Registrant dated September 29, 1995 (Incorporated by reference to Exhibit 3.2 to our Registration Statement filed on Form SB-2 with the Commission on August 13, 1999)                                                                                                                            |
| 3.3              |   | Amendment to Certificate of Incorporation of Registrant dated October 12, 1995 (Incorporated by reference to Exhibit 3.3 to our Registration Statement filed on Form SB-2 with the Commission on August 13, 1999)                                                                                                                              |
| 3.4              |   | Amendment to Certificate of Incorporation of Registrant dated January 21, 1999 (Incorporated by reference to Exhibit 3.4 to our Registration Statement filed on Form SB-2 with the Commission on August 13, 1999)                                                                                                                              |
| 3.5              |   | Amendment to Certificate of Incorporation of Registrant dated April 7, 2000 (Incorporated by reference to Exhibit 3.5 to our Registration Statement filed on Form SB-2/A with the Commission on April 12, 2000)                                                                                                                                |

----

| 3.6  |   | Amendment to Certificate of Incorporation of Registrant dated December 18, 2010 (Incorporated by reference to Exhibit 3.6 to our Registration Statement filed on Form S-1 with the Commission on October 1, 2010)                                                                        |
|------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.7  |   | Amendment to Certificate of Incorporation of Registrant dated June 8, 2010 (Incorporated by reference to Exhibit 3.7 to our Registration Statement filed on Form S-1 with the Commission on October 1, 2010)                                                                             |
| 3.8  |   | Amended and Restated Bylaws of Registrant (Incorporated by reference to Exhibit 3.1 to our Current Report filed on Form 8-K with the Commission on September 30, 2010)                                                                                                                   |
| 4.1  |   | Form of Common Stock Certificate of Registrant (Incorporated by reference to Exhibit 4.1 to our Registration Statement filed on Form SB-2 with the Commission on August 13, 1999)                                                                                                        |
| 4.2  |   | Warrant to purchase 674,699 shares of the Registrant’s Common Stock issued to Whitebox Combined Partners, LP, dated December 22, 2009 (Incorporated by reference to Exhibit 4.2 to our Registration Statement filed on Form S-1 with the Commission on October 1, 2010)            |
| 4.3  |   | Warrant to purchase 128,514 shares of the Registrant’s Common Stock issued to Whitebox Intermarket Partners, LP, dated December 22, 2009 (Incorporated by reference to Exhibit 4.3 to our Registration Statement filed on Form S-1 with the Commission on October 1, 2010)         |
| 4.4  |   | Warrant to purchase 461,847 shares of the Registrant’s Common Stock issued to Wallington Investment Holding Ltd, dated December 22, 2009 (Incorporated by reference to Exhibit 4.4 to our Registration Statement filed on Form S-1 with the Commission on October 1, 2010)         |
| 4.5  |   | Warrant to purchase 200,803 shares of the Registrant’s Common Stock issued to Parkland Ltd., dated December 22, 2009 (Incorporated by reference to Exhibit 4.5 to our Registration Statement filed on Form S-1 with the Commission on October 1, 2010)                             |
| 4.6  |   | Warrant to purchase 200,803 shares of the Registrant’s Common Stock issued to Jayhawk Private Equity Fund II, LP, dated December 22, 2009 (Incorporated by reference to Exhibit 4.6 to our Registration Statement filed on Form S-1 with the Commission on October 1, 2010)        |
| 4.7  |   | Warrant to purchase 100,402 shares of the Registrant’s Common Stock issued to Trillion Growth China Limited Partnership, dated December 22, 2009 (Incorporated by reference to Exhibit 4.7 to our Registration Statement filed on Form S-1 with the Commission on October 1, 2010) |
| 4.8  |   | Warrant to purchase 100,402 shares of the Registrant’s Common Stock issued to Great Places LLC, dated December 22, 2009 (Incorporated by reference to Exhibit 4.8 to our Registration Statement filed on Form S-1 with the Commission on October 1, 2010)                          |
| 4.9  |   | Warrant to purchase 30,120 shares of the Registrant’s Common Stock issued to Donald Rosenfeld, dated December 22, 2009 (Incorporated by reference to Exhibit 4.9 to our Registration Statement filed on Form S-1 with the Commission on October 1, 2010)                           |
| 4.10 |   | Warrant to purchase 20,080 shares of the Registrant’s Common Stock issued to Jay T. Snyder, dated December 22, 2009 (Incorporated by reference to Exhibit 4.10 to our Registration Statement filed on Form S-1 with the Commission on October 1, 2010)                             |
| 4.11 |   | Warrant to purchase 20,080 shares of the Registrant’s Common Stock issued to Beryl Snyder, dated December 22, 2009 (Incorporated by reference to Exhibit 4.11 to our Registration Statement filed on Form S-1 with the Commission on October 1, 2010)                              |
| 4.12 |   | Warrant to purchase 20,080 shares of the Registrant’s Common Stock issued to Randall Cox, dated December 22, 2009 (Incorporated by reference to Exhibit 4.12 to our Registration Statement filed on Form S-1 with the Commission on October 1, 2010)                               |
| 4.13 |   | Warrant to purchase 20,080 shares of the Registrant’s Common Stock issued to Silicon Prairie Partners, dated December 22, 2009 (Incorporated by reference to Exhibit 4.13 to our Registration Statement filed on Form S-1 with the Commission on October 1, 2010)                  |
| 4.14 |   | Warrant to purchase 10,040 shares of the Registrant’s Common Stock issued to Michael Harris, dated December 22, 2009 (Incorporated by reference to Exhibit 4.14 to our Registration Statement filed on Form S-1 with the Commission on October 1, 2010)                            |
| 4.15 |   | Warrant to purchase 60,240 shares of the Registrant’s Common Stock issued to Bo Bai, dated December 22, 2009 (Incorporated by reference to Exhibit 4.15 to our Registration Statement filed on Form S-1 with the Commission on October 1, 2010)                                    |

----

| 4.16 |   | Warrant to purchase 1,684,789 shares of the Registrant’s Common Stock issued to Michael Gardner, dated December 22, 2009 (Incorporated by reference to Exhibit 4.16 to our Registration Statement filed on Form S-1 with the Commission on October 1, 2010)                              |
|------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.17 |   | Warrant to purchase 850,000 shares of the Registrant’s Common Stock issued to Sienna Holdings Limited, dated December 22, 2009 (Incorporated by reference to Exhibit 4.17 to our Registration Statement filed on Form S-1 with the Commission on October 1, 2010)                        |
| 4.18 |   | Warrant to purchase 112,500 shares of the Registrant’s Common Stock issued to Paul Goodman, dated December 22, 2009 (Incorporated by reference to Exhibit 4.18 to our Registration Statement filed on Form S-1 with the Commission on October 1, 2010)                                   |
| 4.19 |   | Warrant to purchase 100,000 shares of the Registrant’s Common Stock issued to Lynda Gardner, dated December 22, 2009 (Incorporated by reference to Exhibit 4.19 to our Registration Statement filed on Form S-1 with the Commission on October 1, 2010)                                  |
| 4.20 |   | Warrant to purchase 50,000 shares of the Registrant’s Common Stock issued to James Fuller, dated December 22, 2009 (Incorporated by reference to Exhibit 4.20 to our Registration Statement filed on Form S-1 with the Commission on October 1, 2010)                                    |
| 4.21 |   | Warrant to purchase 62,500 shares of the Registrant’s Common Stock issued to James Lanshe, dated December 22, 2009 (Incorporated by reference to Exhibit 4.21 to our Registration Statement filed on Form S-1 with the Commission on October 1, 2010)                                    |
| 4.22 |   | Warrant to purchase 25,000 shares of the Registrant’s Common Stock issued to Mary Baker, dated December 22, 2009 (Incorporated by reference to Exhibit 4.22 to our Registration Statement filed on Form S-1 with the Commission on October 1, 2010)                                      |
| 4.23 |   | Warrant to purchase 25,000 shares of the Registrant’s Common Stock issued to Alan Ritter, dated December 22, 2009 (Incorporated by reference to Exhibit 4.23 to our Registration Statement filed on Form S-1 with the Commission on October 1, 2010)                                     |
| 4.24 |   | Warrant to purchase 100,000 shares of the Registrant’s Common Stock issued to David Jaroslawicz, dated December 22, 2009 (Incorporated by reference to Exhibit 4.24 to our Registration Statement filed on Form S-1 with the Commission on October 1, 2010)                              |
| 4.25 |   | Warrant to purchase 100,000 shares of the Registrant’s Common Stock issued to JP Huang, dated December 22, 2009 (Incorporated by reference to Exhibit 4.25 to our Registration Statement filed on Form S-1 with the Commission on October 1, 2010)                                       |
| 4.26 |   | Warrant to purchase 200,000 shares of the Registrant’s Common Stock issued to Michael Gardner, dated October 6, 2008, as amended on December 16, 2009 (Incorporated by reference to Exhibit 4.26 to our Registration Statement filed on Form S-1 with the Commission on October 1, 2010) |
| 4.27 |   | Warrant to purchase 750,000 shares of the Registrant’s Common Stock issued to Michael Gardner, dated October 6, 2008, as amended on December 16, 2009 (Incorporated by reference to Exhibit 4.27 to our Registration Statement filed on Form S-1 with the Commission on October 1, 2010) |
| 4.28 |   | Warrant to purchase 125,000 shares of the Registrant’s Common Stock issued to Daryl Cramer, dated October 6, 2008, as amended on December 16, 2009 (Incorporated by reference to Exhibit 4.28 to our Registration Statement filed on Form S-1 with the Commission on October 1, 2010)    |
| 4.29 |   | Warrant to purchase 125,000 shares of the Registrant’s Common Stock issued to Michael Harris, dated October 6, 2008, as amended on December 16, 2009 (Incorporated by reference to Exhibit 4.29 to our Registration Statement filed on Form S-1 with the Commission on October 1, 2010)  |
| 4.30 |   | Warrant to purchase 100,000 shares of the Registrant’s Common Stock issued to Paul Goodman, dated October 6, 2008, as amended on December 16, 2009 (Incorporated by reference to Exhibit 4.30 to our Registration Statement filed on Form S-1 with the Commission on October 1, 2010)    |
| 4.31 |   | Warrant to purchase 250,000 shares of the Registrant’s Common Stock issued to Paul Goodman dated October 6, 2008, as amended on December 16, 2009 (Incorporated by reference to Exhibit 4.31 to our Registration Statement filed on Form S-1 with the Commission on October 1, 2010)     |
| 10.1 |   | Securities Purchase Agreement dated December 23, 2009 by and between the Registrant and Investors (Incorporated by reference to Exhibit 10.1 to our Registration Statement filed on Form S-1 with the Commission on October 29, 2010)                                                          |

----

| 10.2  |   | Registration Rights Agreement dated December 23, 2009 by and between the Registrant and Investors (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the Commission December 28, 2009)                                                                               |
|-------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.3  |   | Amendment to Registration Rights Agreement dated as of December 23, 2009, and amended as of April 15, 2010, by and between the Registrant and Investors (Incorporated by reference to Exhibit 10.3 to our Registration Statement filed on Form S-1 with the Commission on October 29, 2010)               |
| 10.4  |   | Consulting Agreement dated April 7, 2010 between the Registrant and Baytree Capital Associates, LLC, as amended (Incorporated by reference to Exhibit 10.4 to our Registration Statement filed on Form S-1 with the Commission on October 1, 2010)                                                        |
| 10.5  |   | Make Good Escrow Agreement dated December 23, 2009 by and between Famous Grow Holdings Limited, Zhihong Jia and Bin Zhao (Incorporated by reference to Exhibit 10.5 to our Registration Statement filed on Form S-1 with the Commission on October 29, 2010)                                              |
| 10.6  |   | Exclusive Management Consulting and Technical Support Agreement dated June 30, 2009 by and between Vogue-Show and Wuhan Kingold (Incorporated by reference to Exhibit 10.6 to our Registration Statement filed on Form S-1 with the Commission on October 29, 2010)                                       |
| 10.7  |   | Shareholders’ Voting Proxy Agreement dated June 30, 2009 by and between Vogue-Show and shareholders of Wuhan Kingold (Incorporated by reference to Exhibit 10.7 to our Registration Statement filed on Form S-1 with the Commission on October 29, 2010)                                            |
| 10.8  |   | Purchase Option Agreement dated June 30, 2009 by and between Vogue-Show and shareholders of Wuhan Kingold (Incorporated by reference to Exhibit 10.8 to our Registration Statement filed on Form S-1 with the Commission on October 8, 2010)                                                              |
| 10.9  |   | Pledge of Equity Agreement dated June 30, 2009 by and between Vogue-Show and shareholders of Wuhan Kingold (Incorporated by reference to Exhibit 10.9 to our Registration Statement filed on Form S-1 with the Commission on October 29, 2010)                                                            |
| 10.10 |   | Employment Agreement dated April 1, 2010, and amended January 7, 2011 between the Registrant and Bin Liu (Incorporated by reference to Exhibit 10.10 to our Registration Statement filed on Form S-1 with the Commission on October 29, 2010)                                                             |
| 10.11 |   | Amended and Restated Call Option Agreement dated December 17, 2009 by and between Zhihong Jia, Bin Zhao and Fok Wing Lam Winnie (whose Mandarin name is Huo Yong Lin) (Incorporated by reference to Exhibit 10.11 to our Registration Statement filed on Form S-1 with the Commission on October 1, 2010) |
| 10.12 |   | Loan Agreement (English translation) dated December 14, 2009 between Wuhan Kingold and Xinye Bank (Incorporated by reference to Exhibit 10.12 to our Registration Statement filed on Form S-1 with the Commission on November 18, 2010)                                                                   |
| 10.13 |   | Loan Agreement (English translation) dated May 6, 2010 between Wuhan Kingold and Shanghai Pudong Development Bank (Incorporated by reference to Exhibit 10.13 to our Registration Statement filed on Form S-1 with the Commission on December 1, 2010)                                                    |
| 10.14 |   | Loan Agreement (English translation) dated May 11, 2010 between Wuhan Kingold and Shanghai Pudong Development Bank (Incorporated by reference to Exhibit 10.14 to our Registration Statement filed on Form S-1 with the Commission on December 1, 2010)                                                   |
| 10.15 |   | Loan Agreement (English translation) dated May 17, 2010 between Wuhan Kingold and Shanghai Pudong Development Bank (Incorporated by reference to Exhibit 10.15 to our Registration Statement filed on Form S-1 with the Commission on December 1, 2010)                                                   |
| 10.16 |   | Lease Agreement (English translation) dated February 1, 2009 Wuhan Kingold and Vogue Show (Incorporated by reference to Exhibit 10.16 to our Registration Statement filed on Form S-1 with the Commission on November 18, 2010)                                                                           |
| 10.17 |   | Form of Indemnification Agreement (Incorporated by reference to Exhibit 10.17 to our Registration Statement filed on Form S-1 with the Commission on October 1, 2010)                                                                                                                                     |
| 10.18 |   | Employment Agreement dated November 18, 2010 between Registrant and Zhihong Jia (Incorporated by reference to Exhibit 10.18 to our Registration Statement filed on Form S-1 with the Commission on November 18, 2010)                                                                                     |

----

| 10.19 |   | Employment Agreement dated April 1, 2008 and amended October 28, 2010 between Wuhan Kingold and Bin Zhao (Incorporated by reference to Exhibit 10.19 to our Registration Statement filed on Form S-1 with the Commission on December 1, 2010) |
|-------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.20 |   | Acknowledgement Letter dated October 29, 2010 between Zhihong Jia and Bin Zhao (Incorporated by reference to Exhibit 10.20 to our Registration Statement filed on Form S-1 with the Commission on November 18, 2010)                          |
| 31.1  |   | Certification of Principal Executive Officer pursuant to Rules 13a-14 and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*                                                                                    |
| 31.2  |   | Certification of Principal Financial Officer pursuant to Rules 13a-14 and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*                                                                                    |
| 32.1  |   | Certification of Principal Executive Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*                                                                                    |
| 32.2  |   | Certification of Principal Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*                                                                                    |

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|   | KINGOLD JEWELRY, INC. |
|--------|-----------------------|
|   |                  |   |
|   | By:                   | /s/ Zhihong Jia |
|   |                  | Zhihong Jia |
|   |                  | Chairman, Chief Executive Officer andPrincipal Executive Officer |
|   |                  |   |
|   | By:                   | /s/ Bin Liu |
|   |                  | Bin Liu |
|   |                  | Chief Financial Officer and PrincipalAccounting Officer |

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