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

FORM 10-K

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2011~~2012

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from [ ] to [ ]

Commission file number 001-08397

CHANG-ON INTERNATIONAL, INC. (Exact name of registrant as specified in its charter)

Utah	8786-~~0302579~~451-8269 5010
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation or	(I.R.S. Employer Identification No.)
514 No. 18 Building, High New Technology Development
organization)
Harbin, Heilongjian Province, China	N/A
514 No. 18 Building, High New Technology Development,
Harbin, Heilongjiang Province, China	N/A
(Address of principal executive offices)	(Zip Code)
Registrant's telephone number, including area code:	86-451-82695010

Registrant's telephone number, including area code: 86-451-8269 5010

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange On Which Registered
N/A	N/A

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001 per share (Title of class)

Common Stock, par value $0.001 per share (Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act.
Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act
Yes [ ] No [X]

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the last 90 days.
Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-TK (§~~232~~229.405 of this chapter) during the preceding 12 months (or for such shorter period that the ~~registration~~registrant ~~statement~~ was required to submit and post such files). Yes [ X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

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 definition 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 [ ]	Smaller reporting company [X]

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

The aggregate market value of Common Stock held by non-affiliates of the Registrant on June 3029, ~~2011~~2012 was $7180,~~000~~230 based on a $0.~~0071~~0014 average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date. 6797,307,366 common shares as of April 113, ~~2012~~2013.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

Item 1.	Business	4
Item 1A.	Risk Factors	8
Item 1B.	Unresolved Staff Comments	811
Item 2.	Properties	811
Item 3.	Legal Proceedings	812
Item 4.	Mine Safety Disclosures	812
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	812
Item 6.	Selected Financial Data	1013
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1013
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	1822
Item 8.	Financial Statements and Supplementary Data	1822
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	1925
Item 9A.	Controls and Procedures	1925
Item 9B.	Other Information	2026
Item 10.	Directors, Executive Officers and Corporate Governance	2026
Item 11.	Executive Compensation	2430
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	2531
Item 13.	Certain Relationships and Related Transactions, and Director Independence	2632
Item 14.	Principal Accounting Fees and Services	2633
Item 15.	Exhibits, Financial Statement Schedules	2733

PART I

Item 1. Business

This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors”, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this current report and unless otherwise indicated, the terms "we", "us" and "our" mean Chang-On International, Inc., a Utah corporation, and our subsidiaries, Chang-On International Limited, a limited liability company incorporated under the laws of Hong Kong and Sino Health Management Limited, a limited liability company incorporated under the laws of Hong Kong, unless otherwise indicated.

General Overview

We were incorporated under the laws of the State of Utah as Gold Standard, Inc., on November 28, 1972 and changed our name to Chang-On International, Inc. on April 18, 2007. We are principally engaged in the business of waste recycling and reutilization in the People’s Republic of China (“China”) through our wholly owned subsidiary, Chang-On International Limited, a limited liability company incorporated under the laws of Hong Kong on September 8, 2006 (“Chang-On HK”).

Chang-On HK is a holding company with one asset: 61% of the share capital of Harbin Hongbo Environment Protection Material, Inc. (“Hongbo”), a company incorporated under the laws of China. The remaining 39% of the share capital of Hongbo is owned by Guomin Li (29%), our former ~~President~~president, ~~Chief~~chief ~~Executive~~executive ~~Officer~~officer, ~~Chief~~chief ~~Financial~~financial ~~Officer~~officer, ~~Principal~~principal ~~Accouting~~accounting ~~Officer~~officer and ~~Director~~director, and Su Yu (10%), our ~~Director~~former director. Hongbo was incorporated in ~~November~~ November 2004, and until September 2006 it was entirely engaged in developing ~~its~~ its technology and manufacturing facility. From September 2006 to December 2006 it we completed ~~its~~our first sales, realizing $43,023 in revenue. ~~For the year ended December 31, 2009 it generated net sales of $1,990.~~ Because ~~Hongbo~~our company has not yet produced significant revenues, it is still a development stage company for financial reporting purposes.

Our principal offices are located at 514 No. 18 Building, High New Technology Development, Harbin, Heilongjiang Province, China. Our fiscal year end is December 31. Our common stock is quoted on the OTC Bulletin Board under the symbol “CAON”.

Our Current Business

We are the majority owner of Hongbo through our wholly owned subsidiary, Chang-On HK. Hongbo manufactures construction materials from waste products (“SF material”) and has filed 11 Chinese patents to protect its proprietary products and production techniques. Its innovation in the construction materials industry has been recognized by both the Chinese government, which awarded Su Yu, our Director, the “Gold Medal for Industrial Innovation Contribution,” and by the industry itself, as demonstrated by the Gold Medal awarded to Hongbo at the Hong Kong International New Technology and Product Exposition.

~~Hongbo’s~~Our ~~business~~Current isBusiness the development and production of products utilizing SF material, which is a composite of waste plastic and coal ash. Hongbo currently obtains the waste plastic from six recycling facilities in Harbin and obtains the coal ash from the Harbin Power Station. It removes these two burdens from the environment and transforms them into a highly variable construction material, producing no pollution in the process, which means that it does not incur significant expenses relating to environmental regulation compliance. Since Hongbo’s inception it has not experienced any shortage in the availability of these waste products and we do not anticipate that it will experience any shortages for the foreseeable future.

We are the majority owner of Hongbo through our wholly owned subsidiary, Chang-On HK. We manufacture construction materials from waste products (“SF material”) and have filed 11 Chinese patents to protect our proprietary products and production techniques. Our innovation in the construction materials industry have been recognized by both the Chinese government, which awarded Su Yu, our former director, the “Gold Medal for Industrial Innovation Contribution,” and by the industry itself, as demonstrated by the Gold Medal awarded to us at the Hong Kong International New Technology and Product Exposition.

Our business is the development and production of products utilizing SF material, which is a composite of waste plastic and coal ash. We currently obtain the waste plastic from six recycling facilities in Harbin and obtain the coal ash from the Harbin Power Station. Our company removes these two burdens from the environment and transforms them into a highly variable construction material, producing no pollution in the process, which means that we do not incur significant expenses relating to environmental regulation compliance. Since inception we have not experienced any shortage in the availability of these waste products and we do not anticipate that we will experience any shortages for the foreseeable future.

Products, Marketing and Competition

At present, ~~Hongbo’s~~our product line consists of wallboard used in building construction. ItWe isare also equipped to manufacture well covers using SF material. However, the limited nature of ~~Hongbo’s~~our product line is solely a ~~function~~ function of a lack of capital resources. ~~The~~Our company currently possesses the know-how to transform SF material into plates, tubes or section bars. With the ~~necessary~~ necessary funding, itwe ~~intends~~intend to equip ~~its~~our manufacturing facility to produce ~~replacements~~ replacements for medium-density fiberboard, steel molding board, a wide range of PVC products and plasticized steel bars. ~~Hongbo~~We can produce both acid-proof pipe and alkali-proof pipe from SF material – even corrosion resistant junction boxes.

Products made with SF material can be substituted, in whole or in part, for bricks, sand and cement in many construction applications. ~~Hongob’s~~Our products, therefore, not only transform harmful pollutants into safe and usable products, but can replace traditional products, such as PVC-based pipes, the production of which is itself a source of pollution. ~~The~~Our ~~company’s~~ competitive ~~advantage~~ advantage comes from ~~its~~our proprietary, patent protected products and manufacturing process, the low cost of acquiring raw materials and the environmentally friendly nature of its construction materials.

~~The~~Our ~~Hongbo~~ factory has now been developed to the point where it is is capable of producing approximately 1,430 tons of products from SF material ~~per~~ per year. Bringing the facility up to full production would therefore yield ~~annual~~ annual revenues of approximately $900,000, based on a price of $625 per ton. We ~~are~~ are actively engaged in negotiations with a number of large construction ~~companies~~ companies located near ~~Hongbo’s~~our plant in Harbin, China. Until ~~Hongbo~~we isare able to fully utilize ~~its~~ our manufacturing facility, we will be focused on completing the development of the factory and organizing our marketing program. When full production does commence, we anticipate that the following factors will help ~~Hongbo~~ achieve profitability:

The cost of raw materials, relative to the resale price of ~~Hongbo’s~~ our products, is modest. ItWe currently ~~pays~~pay approximately $50 to $62 per ton to have waste plastic separated from other trash, and obtains coal ash free-of-charge. ~~Hongbo~~We pay ~~pays~~ less than $3 per ton to have the waste products transported to its plant. This is a very cost effective structure for manufacturing construction materials.
Because of the low cost of production, ~~Hongbo’s~~our construction materials can be be sold at prices substantially below the prices of the products they replace. For example, the quoted price for products made using SF material is now less than 50% of the prevailing price of those made using PVC. This disparity should provide ~~Hongbo~~us with the flexibility to increase prices without significantly hindering sales if ~~its~~our operations prove to be unprofitable.
~~Hongbo’s~~Our operations are viewed with favor by the Chinese government, which has ~~has~~ become very conscious of the need to improve the country’s environmental condition. ~~One result of the government’s support for Hongbo has been a five year exemption from income tax.~~

Statistics available for the year 2000 indicate that 20 million tons of waste plastics and 200 million tons of coal ash were deposited in China in that year. The rapid expansion of the Chinese economy since 2000 has only increased these numbers. The government of China, like other governments worldwide, has focused its attention and resources on developing solutions to environmental problems, and Hongbo’s technology can make a significant contribution to the process of cleaning up China’s landfills and environment.

WeStatistics ~~intend~~available tofor ~~market~~the ~~Hongbo’s~~year ~~products~~2000 onindicate ~~the~~that ~~basis~~20 million tons of ~~their environmental~~waste ~~benefits~~plastics asand ~~well~~200 asmillion ~~price.~~tons ~~Because~~of ~~the~~coal ~~raw~~ash ~~materials~~were ~~the~~deposited ~~company~~in China ~~uses~~in ~~are~~that ~~waste~~year. ~~materials,~~The werapid ~~expect~~expansion toof bethe ~~able~~Chinese toeconomy ~~price~~since ~~its~~2000 ~~products~~has ~~at levels~~only ~~significantly~~increased ~~below~~these ~~those~~numbers. ofThe ~~standard~~government ~~construction~~of ~~products.~~China, Inlike ~~addition,~~other wegovernments ~~intend~~worldwide, tohas ~~develop~~focused aits ~~reputation~~attention ~~for~~and ~~quality~~resources ~~through~~on ~~the~~developing ~~implementation~~solutions ~~of strict~~to ~~controls~~environmental ~~that will allow the business to attain profitability when~~problems, and ~~if, direct~~our ~~competition~~technology incan ~~similar~~make ~~environmentally-beneficial~~a ~~products~~significant ~~emerges. In~~contribution ~~order~~ to ~~increase~~ the ~~marketability~~process of ~~its~~cleaning ~~products,~~up ~~Hongbo~~China’s ~~has~~landfills ~~filed~~and ~~its application for ISO 9001 compliance certification~~environment.

We intend to market our products on the basis of their environmental benefits as well as price. Because the raw materials we use are waste materials, we expect to be able to price its products at levels significantly below those of standard construction products. In addition, we intend to develop a reputation for quality through the implementation of strict controls that will allow the business to attain profitability when, and if, direct competition in similar environmentally-beneficial products emerges. In order to increase the marketability of our products, we obtained ISO 9001 compliance certification in 2006.

Intellectual Property

~~Hongbo’s~~Our accumulation of patents should provide it with a significant competitive advantage in the future. Currently, itwe holds 11 separate Chinese patents for proprietary products and manufacturing processes, including patents for:

solidified SF board;
temperature controlling board;
SF material well cover and base;
pressing and injection method for the manufacture of SF material; and
method of calculation while manufacturing combined materials.

To drive ~~Hongbo’s~~our technological advantage, itwe ~~has~~have implemented a program of providing advanced education for ~~its~~our employees that enables ~~them~~us to maintain the technological lead ~~Hongbo~~we ~~has~~have developed. To date, ~~the~~we ~~company~~have ~~has~~ financed advanced technological education for several of ~~its~~our employees in ~~Chinese~~ Chinese universities. If and when we generate sufficient working capital, our plan is to send ~~Hongbo’s~~our employees abroad to obtain usable knowledge from the ~~worldwide~~ worldwide community.

Research and Development

We did not incur any expenses associated with research and ~~development~~ development activities during our last two fiscal years. From our inception on ~~November~~ November 26, 2004 to December 31, ~~2011~~2012 we spent $22203,~~578~~841 on research and ~~development~~ development activities.

Employees

We currently have 6 employees, all of whom are employed ~~with Hongbo~~ on a full time basis.

Subsidiaries

~~We have one wholly owned subsidiary and one majority owned subsidiary.~~ Our wholly owned subsidiary is Chang-On International Limited, a a limited liability company incorporated under the laws of Hong Kong on ~~September~~ September 8, 2006 ~~(“Chang-On HK”)~~. Chang-On HK, in ~~turns~~turn, owns 61% of the share capital of ~~Harbin~~ Harbin Hongbo Environment Protection Material, Inc. ~~(“Hongbo”)~~, a corporation organized under the laws of China in November 2004. The remaining 39% of the share capital of Hongbo is owned by Guomin Li (29%), our former ~~President~~president, ~~Chief Executive~~chief ~~Officer~~executive officer, chief ~~Chief~~financial ~~Financial Officer~~officer, ~~Principal~~principal ~~Accouting~~accounting ~~Officer~~officer and ~~Director~~ director, and Su Yu (10%), our ~~Director.~~former director.

~~Legislation~~In ~~and~~January ~~Government~~2011, ~~Regulation~~our company acquired 100% shares of Sino Health Management Limited, which was incorporated as a Hong Kong limited liability company on December 8, 2010.

The national, provincial and local governments in the China are highly bureaucratized. The day-to-day operations of Hongbo’s business require us to interact frequently with representatives of Chinese government institutions. The effort to obtain the registrations, licenses and permits necessary to carry out our business activities can be daunting. Significant delays can result from the need to obtain governmental approvals, which can have an adverse effect on the profitability of our operations. In addition, compliance with regulatory requirements applicable to the handling and processing of waste materials may increase the cost of our operations, which could adversely affect our profitability. So far, the Chinese government has been very supportive of our technology and has provided us with a $100,000 grant as well as a five year exemption from income tax.

Legislation and Government Regulation

The national, provincial and local governments in the China are highly bureaucratized. The day-to-day operations of our business require us to interact frequently with representatives of Chinese government institutions. The effort to obtain the registrations, licenses and permits necessary to carry out our business activities can be daunting. Significant delays can result from the need to obtain governmental approvals, which can have an adverse effect on the profitability of our operations. In addition, compliance with regulatory requirements applicable to the handling and processing of waste materials may increase the cost of our operations, which could adversely affect our profitability. So far, the Chinese government has been very supportive of our technology and has provided us with a $100,000 grant.

Environment

We are subject to China’s national Environmental Protection Law, which was enacted on December 26, 1989, as well as a number of other national and local laws and regulations governing air, water, and noise pollution and establishing pollutant discharge standards. Violating such laws and regulations could result in warnings, fines, orders to cease operations, and even criminal penalties, depending on the circumstances of the violation. We believe that all of our manufacturing operations comply with applicable environmental laws and regulations, including those laws applicable to air, water, and noise pollution.

Patent Protection in China

China’s intellectual property protection regime is consistent with that of other modern industrialized countries. China has domestic laws for the protection of rights in copyrights, patents, trademarks and trade secrets. China is also a signatory to most of the world’s major intellectual property conventions, including the following:

the convention establishing the World Intellectual Property Organization (WIPO Convention) (June 4, 1980);
the Paris Convention for the Protection of Industrial Property (March 19, 1985);
the Patent Cooperation Treaty (January 1, 1994); and
the Agreement on Trade-Related Aspects of Intellectual Property Rights (TRIPs) (November 11, 2001).

Patents in China are governed by the China Patent Law and its Implementing Regulations, each of which became effective in 1985. Amended versions of the China Patent Law and its Implementing Regulations came into effect in 2001 and 2003, respectively.

The Patent Law covers three kinds of patents: patents for inventions, utility models and designs. The Chinese patent system adopts the principle of “first to file”, which means that where more than one person files a patent application for the same invention, a patent will only be granted to the person who first filed the application. Consistent with international practice, China only allows the patenting of inventions or utility models that possess the characteristics of novelty, inventiveness and practical applicability. For a design to be patentable, it should not be identical with or similar to any design which, before the date of filing, has been publicly disclosed in publications in the country or abroad or has been publicly used in the country, and should not be in conflict with any prior right of another.

Chinese law provides that anyone wishing to exploit the patent of another must conclude a written licensing contract with the patent holder and pay the patent holder a fee. One rather broad exception to this, however, is that where a party possesses the means to exploit a patent but cannot obtain a license from the patent holder on reasonable terms and within a reasonable period of time, the China State Intellectual Property Office, or SIPO, is authorized to grant the party a compulsory license. A compulsory license also may be granted where a national emergency or any extraordinary state of affairs occurs or where the public interest so requires. The patent holder may appeal such decision within three months of receiving notification by filing a suit in a People’s Court. To the best of our knowledge, SIPO has not yet granted any compulsory licenses.

Chinese law defines patent infringement as the exploitation of a patent without the authorization of the patent holder. A patent holder who believes its patent is being infringed may file a civil suit or file a complaint with a local Intellectual Property Administrative Authority, which may order the infringer to cease the infringing acts. A preliminary injunction may be issued by a People’s Court upon the patent holder’s or an interested party’s request either before instituting any legal proceedings or during the proceedings. Evidence preservation and property preservation measures also are available both before and during litigation. Damages in the case of patent infringement are calculated as either the loss suffered by the patent holder arising from the infringement or the benefit gained by the infringer from the infringement. If it is difficult to ascertain damages in this manner, damages may be reasonably determined in an amount ranging from one to more times the license fee under a contractual license. The infringing party may also be fined by the Administration of Patent Management in an amount of up to three times the unlawful income earned by such infringing party. If there is no unlawful income so earned, the infringing party may be fined in an amount of approximately $73,000.

Item 1A. Risk Factors

AsMuch aof the information included in this annual report includes or is based upon estimates, projections or other “~~smaller~~forward ~~reporting~~looking ~~company~~statements”. Such forward looking statements include any projections and estimates made by us and our management in connection with our business operations. While these forward-looking statements, weand ~~are~~any ~~not~~assumptions ~~required~~upon towhich they are based, are ~~provide~~made in good faith and reflect our current judgment regarding the ~~information~~direction ~~required~~of our bybusiness, ~~this~~actual ~~Item.~~results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

Such estimates, projections or other “forward looking statements” involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other “forward looking statements”.

Risks Related to Our Business

We have a history of losses and no revenues, which raise substantial doubt about our ability to continue as a going concern.

From inception to December 31, 2012, we have incurred aggregate net losses of $4,187,208. We can offer no assurance that we will ever operate profitably or that we will generate positive cash flow in the future. In addition, our operating results in the future may be subject to significant fluctuations due to many factors not within our control, such as the unpredictability of when customers will order products, the size of customers’ orders, the demand for our products, and the level of competition and general economic conditions.

Our company’s operations will be subject to all the risks inherent in the establishment of a developing enterprise and the uncertainties arising from the absence of a significant operating history. No assurance can be given that we may be able to operate on a profitable basis.

Due to the nature of our business and the early stage of our development, our securities must be considered highly speculative. We have not realized a profit from our operations to date and there is little likelihood that we will realize any profits in the short or medium term. Any profitability in the future from our business will be dependent upon the successful commercialization or licensing of our core products, which themselves are subject to numerous risk factors as set forth below.

We expect to continue to incur development costs and operating costs. Consequently, we expect to incur operating losses and negative cash flows until our products gain market acceptance sufficient to generate a commercially viable and sustainable level of sales, and/or additional products are developed and commercially released and sales of such products made so that we are operating in a profitable manner. Our history of losses and no revenues raise substantial doubt about our ability to continue as a going concern.

We have had negative cash flows from operations since inception. We will require significant additional financing, the availability of which cannot be assured, and if our company is unable to obtain such financing, our business may fail.

To date, we have had negative cash flows from operations and have depended on sales of our equity securities and debt financing to meet our cash requirements. We may continue to have negative cash flows. We have estimated that we will require approximately $900,000 to carry out our business plan for the next twelve months. There is no assurance that actual cash requirements will not exceed our estimates. We will require additional financing to finance working capital and pay for operating expenses and capital requirements until we achieve a positive cash flow.

Our ability to market and sell our advertising services will be dependent upon our ability to raise significant additional financing. If we are unable to obtain such financing, we will not be able to fully develop our business. Specifically, we will need to raise additional funds to:

support our planned growth and carry out our business plan;
hire top quality personnel for all areas of our business; and
address competing technological and market developments.

We may not be able to obtain additional equity or debt financing on acceptable terms as required. Even if financing is available, it may not be available on terms that are favorable to us or in sufficient amounts to satisfy our requirements. Any additional equity financing may involve substantial dilution to our then existing shareholders. If we require, but are unable to obtain, additional financing in the future, we may be unable to implement our business plan and our growth strategies, respond to changing business or economic conditions, withstand adverse operating results and compete effectively. More importantly, if we are unable to raise further financing when required, we may be forced to scale down our operations and our ability to generate revenues may be negatively affected.

We have a limited operating history and if we are not successful in continuing to grow our business, then we may have to scale back or even cease our ongoing business operations.

We have no history of revenues from operations and have no significant tangible assets. We have yet to generate positive earnings and there can be no assurance that we will ever operate profitably. Accordingly, we must be considered in the development stage. Our success is significantly dependent on a successful commercialization of our products. Our operations will be subject to all the risks inherent in the establishment of a developing enterprise and the uncertainties arising from the absence of a significant operating history. We may be unable to develop successful products or achieve commercial acceptance of our products or operate on a profitable basis. We are in the development stage and potential investors should be aware of the difficulties normally encountered by enterprises in the development stage. If our business plan is not successful, and we are not able to operate profitably, investors may lose some or all of their investment in our company.

If we fail to effectively manage the growth of our company and the commercialization of our advertising services, our future business results could be harmed and our managerial and operational resources may be strained.

As we proceed with the commercialization of our products and the expansion of our marketing and commercialization efforts, we expect to experience significant growth in the scope and complexity of our business. We will need to add staff to market our services, manage operations, handle sales and marketing efforts and perform finance and accounting functions. We anticipate that we will be required to hire a broad range of additional personnel in order to successfully advance our operations. This growth is likely to place a strain on our management and operational resources. The failure to develop and implement effective systems, or to hire and retain sufficient personnel for the performance of all of the functions necessary to effectively service and manage our potential business, or the failure to manage growth effectively, could have a material adverse effect on our business and financial condition.

Because we face intense competition from larger and better-established companies that have more resources than we do, we may be unable to implement our business plan or increase our revenues.

The market for our products is intensely competitive and highly fragmented. Many of these competitors may have longer operating histories, greater financial, technical and marketing resources, and enjoy existing name recognition and customer bases. New competitors may emerge and rapidly acquire significant market share. In addition, new services and technologies likely will increase the competitive pressures we face. Competitors may be able to respond more quickly to technological change, competitive pressures, or changes in consumer demand. As a result of their advantages, our competitors may be able to limit or curtail our ability to compete successfully.

In addition, many of our large competitors may offer customers a broader or superior range of services and technologies. Some of our competitors may conduct more extensive promotional activities and offer lower commercialization and licensing costs to customers than we do, which could allow them to gain greater market share or prevent us from establishing and increasing our market share. Increased competition may result in significant price competition, reduced profit margins or loss of market share, any of which may have a material adverse effect on our ability to generate revenues and successfully operate our business. Our competitors may develop technologies superior to those that our company currently possess. In the future, we may need to decrease our prices if our competitors lower their prices. Our competitors may be able to respond more quickly to new or changing opportunities, services, technologies and customer requirements. Such competition will potentially affect our chances of achieving profitability, and ultimately affect our ability to continue as a going concern.

Risks Related to Our Common Stock

A decline in the price of our common stock could affect our ability to raise further working capital, it may adversely impact our ability to continue operations and we may go out of business.

A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. Because we may attempt to acquire a significant portion of the funds we need in order to conduct our planned operations through the sale of equity securities, a decline in the price of our common stock could be detrimental to our liquidity and our operations because the decline may cause investors to not choose to invest in our stock. If we are unable to raise the funds we require for all of our planned operations, we may be forced to reallocate funds from other planned uses and may suffer a significant negative effect on our business plan and operations, including our ability to develop new products and continue our current operations. As a result, our business may suffer and not be successful and we may go out of business. We also might not be able to meet our financial obligations if we cannot raise enough funds through the sale of our common stock and we may be forced to go out of business.

If we issue additional shares in the future, it will result in the dilution of our existing shareholders.

We are authorized to issue up to 100,000,000 shares of common stock with a par value of $0.001. Our board of directors may choose to issue some or all of such shares to acquire one or more businesses or to provide additional financing in the future. The issuance of any such shares will result in a reduction of the book value and market price of the outstanding shares of our common stock. If we issue any such additional shares, such issuance will cause a reduction in the proportionate ownership and voting power of all current shareholders. Further, such issuance may result in a change of control of our company.

Trading of our stock may be restricted by the Securities Exchange Commission's penny stock regulations, which may limit a stockholder's ability to buy and sell our stock.

The Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

FINRA sales practice requirements may also limit a stockholder's ability to buy and sell our stock.

In addition to the "penny stock" rules described above, the Financial Industry Regulatory Authority (FINRA), formerly the National Association of Securities Dealers or NASD, has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, the FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

Item 1B. Unresolved Staff Comments

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 2. Properties

Our principal executive offices are located at 514 No. 18 Building, High New Technology Development, Harbin, Heilongjiang Province, China. ~~Hongbo’s~~ ~~production~~Our production facility is located in leased premises at 8 Ha Ping Fu Road, in the Dongli District of Harbin. The ~~lease~~production ~~calls~~facility ~~for~~property ~~annual~~is ~~rental~~provided ~~payments~~to ~~of approximately~~us ~~$35,150,~~free ~~plus~~of ~~charges for water, electricity, gas and communications lines~~charge.

Item 3. Legal Proceedings

We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Our common stock is not traded on any exchange. Our common stock is quoted on the OTC Bulletin Board under the trading symbol “CAON”. Trading in stocks quoted on the OTC Bulletin Board is often thin and is characterized by wide fluctuations in trading prices due to many factors that may have little to do with a company's operations or business prospects. We cannot assure you that there will be a market for our common stock in the future.

OTC Bulletin Board securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

The following ~~table~~quotations, ~~shows~~obtained ~~the~~from Stockwatch, reflect the high and low ~~bid~~bids ~~quotations~~ for our common ~~stock~~shares ~~for each fiscal quarter during our two most recently completed fiscal years. These quotations are~~ based on inter-dealer prices, without ~~retail~~ retail mark-up, mark-down or commission, and may not represent actual transactions.

OTC Bulletin Board⁽¹⁾
Quarter Ended	High	Low
December 31, 2012	$0.003	$0.0025
September 30, 2012	$0.003	$0.0014
June 30, 2012	$0.008	$0.0014
March 31, 2012	$0.02	$0.003
December 31, 2011	$0.015	$0.0026
September 30, 2011	$0.01	$0.002
June 30, 2011	$0.02	$0.0071
March 31, 2011	$0.04	$0.01
December 31, 2010	$0.0399	$0.01

OTC Bulletin Board(1)
Quarter Ended	High	Low
December 31, 2011	$0.015	$0.0026
September 30, 2011	$0.01	$0.002
June 30, 2011	$0.02	$0.0071
March 31, 2011	$0.04	$0.01
December 31, 2010	$0.0399	$0.01
September 30, 2010	$0.03	$0.01
June 30, 2010	$0.04	$0.015
March 31, 2010	$0.06	$0.012
December 31, 2009	$0.04	$0.01

(1)	Over-the-counter market quotations reflect inter-dealer prices without retail mark-up, mark-down or commission, and may not represent actual transactions.

Our common shares are issued in registered form. Island Stock Transfer Inc., ~~100~~Roosevelt ~~Second~~Office ~~Avenue South~~Center, ~~Suite~~15500 ~~705S~~Roosevelt Boulevard, ~~St.~~Suite ~~Petersburg~~301, Clearwater, Florida ~~33701~~ 33760 (Telephone: (727) 289-0010; Facsimile: (727) ~~2890069~~289-0069) is the registrar and transfer agent for our common shares.

On12 ~~April 11, 2012, the shareholders' list showed 7 registered shareholders and 67,307,366 common shares outstanding.~~

On April 3, 2012, the shareholders' list showed 3,424 registered shareholders and 97,307,366 common shares outstanding.

Dividend Policy

We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors.

Equity Compensation Plan Information

We have not approved or adopted any equity compensation plans.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

WeOther than as set forth below, we did not sell any equity securities which were not registered under the Securities Act during the year ended December 31, ~~2011~~2012 that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended December 31, ~~2011~~2012.

On August 6, 2012, we issued 30,000,000 shares of our common stock at a price of US$0.001 per share, to our president, Bing Xiao, pursuant to the closing of a private placement, for aggregate gross proceeds of US$30,000. The funds used for this share purchase were Mr. Xiao’s personal funds. Mr. Xiao’s 30,000,000 shares amount to approximately 30.8% of our company’s current issued and outstanding shares of common stock. We issued the shares to one non-U.S. person (as that term is defined in Regulation S of the Securities Act of 1933), in an offshore transaction relying on Regulation S of the Securities Act of 1933.

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities during our fourth quarter of our fiscal year ended December 31, ~~2011~~ 2012.

Item 6. Selected Financial Data

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our consolidated audited financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this annual report, particularly in the section entitled "Risk Factors" beginning on page 8 of this annual report.

Our consolidated audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Overview

The following plan of operation should be read in conjunction with our financial statements and the notes thereto included elsewhere in this report. Statements contained herein which are not historical facts are forward-looking statements, including statements relating to our plans, objectives, expectations and intentions. Although we believe that the expectations reflected in such forward-looking statements are reasonable, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ from those projected. We caution investors that any forward-looking statements made by us are not guarantees of future performance and that actual results may differ materially from those in the forward-looking statements. Such risks and uncertainties include, without limitation: established competitors who have substantially greater financial resources and operating histories, regulatory delays or denials, ability to compete as a start-up company in a highly competitive market, and access to sources of capital.

Results of Operations

The following summary of our results of operations should be read in conjunction with our audited financial statements for the years ended December 31, ~~2011~~2012 and ~~2010~~2011.

Our operating results for the years ended December 31, ~~2011~~2012 and ~~2010~~2011 are summarized as follows:

			Year Ended
		Years Ended
			December 31
		December 31,
			2011			2010
		2012			2011
Net Sales	~~Net Sales~~$	$Nil	~~Nil~~	$	$Nil	~~Nil~~
Cost of Sales	~~Cost of Sales~~$	$Nil	~~Nil~~	$	$Nil	~~Nil~~
Expenses	~~Expenses~~$	$110,580	~~91,153~~	$	$91,153	~~509,221~~
Net Loss	~~Net Loss~~$	$(110,580	~~(91,153~~)	)$	$(91,153	~~(509,221~~)	)

Expenses

Our total expenses for the years ended December 31, ~~2011~~2012 and December 31, ~~2010~~2011 are outlined in the table below:

		Year Ended	~~Year Ended~~
			December 31
		December 31,
			2011			2010
		2012			2011
Salaries	~~Salaries~~$	$18,888	~~14,857~~	$	$14,857	~~14,184~~
Water, electricity and gas	~~Water, electricity and gas~~$	$19,017	~~18,571~~	$	$18,571	~~18,264~~
Other expenses	~~Other expenses~~$	$Nil	~~1,246~~	$	$1,246	~~401~~
Depreciation	$	843		$	2,221
Professional fees	$	71,832		$	54,258

10Expenses for the year ended December 31, 2012, increased by 21% as compared to the comparative period in 2011 primarily as a result of increases in salaries and professional fees.

		Year Ended
		December 31
		2011		2010
Depreciation	$	2,221	$	34,883
Stock compensation	$	Nil	$	50,000
Professional fees	$	54,258	$	29,000
Fixed asset impairment	$	Nil	$	323,851
Inventory obsolescence	$	Nil	$	38,638

Expenses for the years ended December 31, 2011, decreased by 82% as compared to the comparative period in 2010 primarily as a result of a decrease in depreciation, stock compensation, fixed asset impairment and inventory obsolescence.

Revenue

We have not earned any revenues during the years ended December 31, ~~2011~~2012 and December 31, ~~2010~~2011.

Liquidity and Financial Condition

Working Capital
		At			At
		December 31,			December 31,			Increase/
		2011			2010			Decrease
		2012			2011			(Decrease)
Current Assets	$	~~353~~1,039		$	~~4,227~~353		$	~~(92~~194%	)
Current Liabilities	$	~~534~~620,~~902~~554		$	~~432~~534,~~491~~902		$	2416%
Working Capital (deficit)	$	(~~534~~619,~~549~~515	)	$	(~~428~~534,~~264~~549	)	$	2516%

Cash Flows
		Year Ended		Year Ended
		December 31,		December 31,
		2011		2010
		2012		2011
Net Cash Used in Operating Activities	$	74102,~~492~~138	$	3274,~~728~~492
Net Cash Provided by Investing Activities	$	Nil	$	Nil
Net Cash Used in Investing Activities	$	Nil	$	Nil
Net Cash Provided by Financing Activities	$	87106,~~937~~638	$	2087,~~036~~937
Net Decrease in Cash During the Period	$	~~3,888~~682	$	23(3,~~960~~888	)

We will require additional funds to fund our budgeted expenses over the next 12 months. These funds may be raised through, equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares.

Liquidity and Capital Resources

The report of our auditors on our audited financial statements for the fiscal year ended December 31, ~~2011~~2012, contains a going concern qualification as we have suffered losses since our inception. We have minimal assets and have minimal revenues since our inception. We have depended on loans and sales of equity securities to conduct operations. Unless and until we commence material operations and achieve material revenues, we will remain dependent on financings to continue our operations. We will be required to raise additional capital over the next twelve months to meet our ongoing expenses.

As of December 31, ~~2011~~2012, we had $36718 in cash, $43,~~107~~984 in total assets, $~~534~~620,~~902~~554 in total liabilities and a working capital deficit of $~~534~~619,~~549~~515. As of December 31, ~~2011~~2012, we had an accumulated deficit of $3,~~486~~582,~~029~~930.

Plan of Operation and Cash Requirements

We anticipate that our expenses over the next 12 months will be approximately $900,000 as described in the table below. These estimates may change significantly depending on the nature of our business activities and our ability to raise capital from our shareholders or other sources.

Description	Potential Completion Date	Estimated Expenses ($)
Research and development costs for further products and manufacturing processes	12 months	250,000
Salaries	12 months	25,000
Utility expenses	12 months	25,000
Investor relations costs	12 months	80,000
Marketing expenses	12 months	400,000
Professional fees	12 months	60,000
Other administrative expenses	12 months	60,000
Total		900,000

Our other administrative expenses for the year will consist primarily of transfer agent fees, bank and interest charges and general office expenses. The professional fees are related to our regulatory filings throughout the year and include legal, accounting and auditing fees.

Based on our planned expenditures, we will require approximately $900,000 to proceed with our business plan over the next 12 months. If we secure less than the full amount of financing that we require, we will not be able to carry out our complete business plan and we will be forced to proceed with a scaled back business plan based on our available financial resources.

We intend to raise the balance of our cash requirements for the next 12 months from private placements, shareholder loans or possibly a registered public offering (either self-underwritten or through a broker-dealer). If we are unsuccessful in raising enough money through such efforts, we may review other financing possibilities such as bank loans. At this time we do not have a commitment from any broker-dealer to provide us with financing. There is no assurance that any financing will be available to us or if available, on terms that will be acceptable to us.

Even though we plan to raise capital through equity or debt financing, we believe that the latter may not be a viable alternative for funding our operations as we do not have sufficient tangible assets to secure any such financing. We anticipate that any additional funding will be in the form of equity financing from the sale of our common stock. However, we do not have any financing arranged and we cannot provide any assurance that we will be able to raise sufficient funds from the sale of our common stock to finance our operations. In the absence of such financing, we may be forced to abandon our business plan.

Contractual Obligations

As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.

Going Concern

As of December 31, ~~2011~~2012, our company has accumulated deficit of $3,~~486~~582,~~029~~930, has a working capital deficiency of $~~534~~619,~~549~~515 and has earned nominal revenues of $93,776 since inception. Our company intends to fund ~~operations~~ operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending December 31, 2012. The ability of our company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings. These factors, among others, raise substantial doubt about our company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

1216

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

Basis of Presentation

These accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in U.S. dollars.

Principles of Consolidation

The consolidated financial statements include the accounts of our company and all ~~our~~its majority-owned subsidiaries which require consolidation. Inter-company transactions have been eliminated in consolidation. The functional currency of our company’s operations is Reminbi (“RMB”)

Reclassification

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported losses.

Use of Estimates

In preparing these consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the year reported. Actual results may differ from these estimates. Our company regularly evaluates estimates and assumptions related to obsolete inventory, useful life and recoverability of long lived assets, and goodwill. Our company bases our estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by our company may differ materially and adversely from our company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Fair Value of Financial Instruments

Our company adopted the standard “Fair Value Measurements”, codified with ASC 820 and effective January 1, 2008. The provisions of ASC 820 are to be applied prospectively.

1317

ASC 820 clarifies that fair value is an estimate of the exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants (i.e. the exit price at the measurement date). Under ASC 820, fair value measurements are not adjusted for transaction cost. ASC 820 provides for use of a fair value hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three levels:

Level 1:	Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2:	Input other than quoted market prices that are observable, either directly or indirectly, and reasonably available. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of our company.

Level 3:	Unobservable inputs. Unobservable inputs reflect the assumptions that our company develops based on available information about what market participants would use in valuing the asset or liability.

An asset or liability’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Availability of observable inputs can vary and is affected by a variety of factors. Our company uses judgment in determining fair value of assets and liabilities and Level 3 assets and liabilities involve greater judgment than Level 1 and Level 2 assets or liabilities.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, demand deposits with banks and liquid investments with an original maturity of three months or less. Cash deposits with banks are held in financial institutions in China, which has no federally insured deposit protection. Accordingly, our company has a concentration of credit risk related to these uninsured deposits.

Inventories

Inventories are stated at the lower of cost or market value. Cost is determined using the weighted average cost method. Costs include direct material, direct labor and applicable manufacturing overhead. Market value is determined by reference to selling prices after the balance sheet date or to management’s estimates based on prevailing market conditions. Management writes down the inventories to market value if market value is below cost. Management also regularly evaluates the composition of our company’s inventories to identify slow-moving and obsolete inventories to determine if a valuation allowance is required.

Property, Plant and Equipment

Property, plant and equipment are stated at cost. Depreciation is computed using the straight-line method. Additions and improvement that substantially extend the useful life of the properties, plant and equipment are capitalized. Property, plant and equipment are depreciated to their estimated residual values over their estimated useful lives, and reviewed for impairment in accordance with the standard, “Accounting for the Impairment or Disposal of Long-Lived Assets”, codified with ASC 360.

Construction in Progress

Construction in progress represents direct costs of construction or acquisition incurred. Capitalization of these costs ceases and construction in progress is transferred to property and equipment when substantially all the activities necessary to prepare the assets for their intended use are completed.

Intangible Assets

Our company periodically analyzes our intangible assets for potential impairment, assessing the appropriateness of lives and recoverability of unamortized balances through the measurement of undiscounted operating cash flows on a basis consistent with U.S. GAAP.

Related Parties

The caption "Due from shareholders" represents loans receivable that are unsecured, non-interest bearing and have no fixed terms of repayment, and therefore are not considered current assets.

The caption "Due to shareholders" represents loans payable that are unsecured, non-interest bearing and have no fixed terms of repayment, and therefore are deemed payable on demand. Refer to Note 76.

Comprehensive Income

The standard, “Reporting Comprehensive Income”, codified with ASC 220, requires disclosure of all components of comprehensive income and loss on an annual and interim basis. Comprehensive income and loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Our company’s other comprehensive income arose from the effect of foreign currency translation adjustments.

Revenue Recognition

Revenues are recognized when finished products are shipped to unaffiliated customers, both title and the risks and rewards of ownership are transferred, or services have been rendered and accepted, and collectibility is reasonably assured.

Research and Development Cost

Research and development costs are expensed to operations as incurred.

Income Tax

Our company accounts for income taxes in accordance with the standard, "Accounting for Income Taxes", codified with ASC 740. ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes and allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before our company is able to realize their benefits, or that future deductibility is uncertain.

Segment Information

The standard, “Disclosures about Segments of an Enterprise and Related Information”, codified with ASC 280, requires certain financial and supplementary information to be disclosed on an annual and interim basis for each reportable segment of an enterprise. Our company believes that itwe ~~operates~~operate in one business segment (research, development, production, marketing and sales) and in one geographical segment (China), as all of our company’s current operations are carried out in China.

~~Foreign~~19 ~~currencies translation~~

~~Our~~Foreign ~~company’s~~Currencies ~~functional~~Translation currency is Chinese currency Renminbi (“RMB”) and our reporting currency is the U.S. dollar. Transactions denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the date of the transactions. Exchange gains or losses on transactions are included in earnings.

~~The~~Our ~~consolidated financial statements of our~~ company’s ~~are translated~~functional ~~into~~currency ~~U.S.~~is ~~dollars~~Chinese incurrency ~~accordance with the standard, “Foreign Currency~~Renminbi ~~Translation~~(“RMB”,) ~~codified with ASC 830, using year-end rates of exchange for assets~~ and ~~liabilities,~~its ~~and~~reporting ~~average~~currency ~~rates~~is ~~of exchange for~~ the ~~period~~U.S. ~~for revenues, costs, and expenses and historical rates for equity~~dollar. ~~Translation~~Transactions ~~adjustments~~denominated ~~resulting~~in ~~from~~foreign ~~the~~currencies ~~process~~are oftranslated ~~translating the local currency consolidated financial statements~~ into U.S. dollars ~~are~~at ~~included in determining comprehensive income. At December 31, 2011 and 2010,~~ the ~~cumulative~~exchange ~~translation~~rate ~~adjustments of~~in ~~($30,735)~~effect ~~and~~on ~~($20,281), respectively, were classified as items of accumulated other comprehensive loss in~~ the ~~stockholders’~~date ~~equity section~~ of the ~~balance sheet~~transactions. ~~For~~Exchange ~~the~~gains ~~years~~or ~~ended~~losses ~~December~~on ~~31, 2011 and 2010, other comprehensive~~transactions ~~income~~are ~~(loss)~~included ~~was~~in ~~($17,137) and ($7,666), respectively~~earnings.

15The consolidated financial statements of our company are translated into U.S. dollars in accordance with the standard, “Foreign Currency Translation”, codified with ASC 830, using year-end rates of exchange for assets and liabilities, and average rates of exchange for the period for revenues, costs, and expenses and historical rates for equity. Translation adjustments resulting from the process of translating the local currency consolidated financial statements into U.S. dollars are included in determining comprehensive income. At December 31, 2012 and 2011, the cumulative translation adjustments of ($33,904) and ($30,735), respectively, were classified as items of accumulated other comprehensive loss in the stockholders’ equity section of the balance sheet. For the years ended December 31, 2012 and 2011, other comprehensive loss was $5,195 and $17,137, respectively.

The exchange rates used to translate amounts in RMB into U.S. dollars for the purposes of preparing the consolidated financial statements were as follows: As of December 31, ~~2011~~2012 and ~~2010~~2011, our company used the period-end rates of exchange for assets and liabilities of $1 to RMB6.~~3056~~2313 and $1 to RMB6.~~6023~~3056, respectively. For the years ended December 31, ~~2011~~2012 and ~~2010~~2011, our company used the period’s average rate of exchange to convert revenues, costs, and expenses of $1 to RMB6.~~4615~~3102 and $1 to RMB6.~~7682~~4615, respectively. Our company used historical rates for equity.

Loss Per Share

Basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. At December 31, ~~2011~~2012 and ~~2010~~2011, respectively, our company had no common stock equivalents that could potentially dilute future earnings per share; however, if present, a separate computation of diluted loss per share would not have been presented, as these common stock equivalents would have been anti-dilutive due to our company’s net loss.

Commitments and ~~contingencies~~Contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

~~Recent~~New Accounting Pronouncements

In ~~October~~May ~~2009~~2011, the FASB issued ASU No. ~~2009~~2011-1304, ~~“Multiple-Deliverable~~ ~~Revenue~~Fair ~~Arrangements—a consensus of the FASB Emerging~~Value ~~Issues~~Measurement: ~~Task~~Amendments ~~Force,” that provides amendments~~ to ~~the~~Achieve ~~criteria~~Common ~~for~~Fair ~~separating consideration~~Value inMeasurement ~~multiple-deliverable~~and ~~arrangements. As a result of these~~Disclosure ~~amendments,~~Requirements ~~multiple-deliverable revenue arrangements will be separated~~ in ~~more circumstances than under existing~~ U.S. GAAP. ~~The~~and ~~ASU does this by establishing a selling price hierarchy for determining the selling price of a deliverable~~IFRSs. ~~The selling~~This ~~price~~standard ~~used~~clarifies ~~for~~guidance ~~each deliverable will be based~~ on ~~vendor-specific~~ ~~objective~~how evidence if available, third-party evidence if vendor-specific objective evidence is not available, or estimated selling price if neither vendor-specific objective evidence nor third-party evidence is available. A vendor will be required to ~~determine~~measure ~~our~~fair ~~best~~value ~~estimate~~and ~~of selling price in a manner that~~ is largely consistent with ~~that~~existing ~~used~~fair ~~to determine the price to sell the~~value ~~deliverable~~measurement ~~on a standalone basis~~principles. ~~This~~The ASU also ~~eliminates~~expands ~~the~~existing ~~residual~~disclosure ~~method~~requirements of allocation and will require that arrangement consideration be allocated at the inception of the arrangement to all deliverables using the relative selling price method, which allocates any discount in the overall arrangement proportionally to each deliverable based on our relative selling price. Expanded disclosures of qualitative and quantitative information regarding the application of the multiple-deliverable revenue arrangement guidance are also required under the ASU. The ASU does not apply to arrangements for ~~which industry~~fair ~~specific~~value ~~allocation~~measurements and ~~measurement~~makes ~~guidance~~other ~~exists, such as long-term construction contracts and software transactions~~amendments. For our company, this ASU ~~No. 2009-13~~ is effective prospectively beginning January 1, ~~2011~~2012. ~~Our company elected to adopt the provisions of this standard prospectively to new or materially modified arrangements beginning on the effective date.~~ The adoption of this standard did not have a material impact on our company’s consolidated results of ~~operations~~ operations or financial condition.

In20 October 2009, the FASB issued ASU No. 2009-14, “Certain Revenue Arrangements That Include Software Elements—a consensus of the FASB Emerging Issues Task Force,” that reduces the types of transactions that fall within the current scope of software revenue recognition guidance. Existing software revenue recognition guidance requires that our provisions be applied to an entire arrangement when the sale of any products or services containing or utilizing software is considered more than incidental to the product or service. As a result of the amendments included in ASU No. 2009-14, many tangible products and services that rely on software will be accounted for under the multiple-element arrangements revenue recognition guidance rather than under the software revenue recognition guidance. Under the ASU, the following components would be excluded from the scope of software revenue recognition guidance: the tangible element of the product, software products bundled with tangible products where the software components and non-software components function together to deliver the product’s essential functionality, and undelivered components that relate to software that is essential to the tangible product’s functionality. The ASU also provides guidance on how to allocate transaction consideration when an arrangement contains both deliverables within the scope of software revenue guidance (software deliverables) and deliverables not within the scope of that guidance (non-software deliverables). For our company, ASU No. 2009-14 is effective beginning January 1, 2011. Our company elected to adopt the provisions of this standard prospectively to new or materially modified arrangements beginning on the effective date. The adoption of this standard did not have a material impact on our company’s consolidated results of operations or financial condition.

16In June 2011, the FASB issued ASU No. 2011-05, Presentation of Comprehensive Income. This standard requires entities to present items of net income and other comprehensive income either in a single continuous statement, or in separate, but consecutive, statements of net income and other comprehensive income. The new requirements do not change which components of comprehensive income are recognized in net income or other comprehensive income, or when an item of other comprehensive income must be reclassified to net income. Also, the earnings-per share computation does not change. However, the current option under existing standards to report other comprehensive income and its components in the statement of changes in equity is eliminated. In addition, the previous option to disclose reclassification adjustments in the notes to the financial statements is also eliminated, as reclassification adjustments will be required to be shown on the face of the statement under the new standard. For our company, this ASU is effective retrospectively beginning January 1, 2012. Since this standard impacts disclosure requirements only, its adoption did not have a material impact on our company’s consolidated results of operations or financial condition.

In ~~January~~December ~~2010~~2011, the FASB issued ASU No. ~~2010~~2011-611, ~~“Improving~~ Disclosures About ~~Fair~~Offsetting ~~Value~~Assets ~~Measurements”~~and Liabilities, ~~that~~which ~~amends~~creates ~~existing~~new disclosure requirements ~~under~~regarding ~~ASC~~the ~~820~~nature byof ~~adding~~an ~~required~~entity’s ~~disclosures~~rights ~~about items transferring into and out~~ of ~~Levels~~setoff 1 and ~~2 in the fair value hierarchy; adding~~related ~~separate~~arrangements ~~disclosures~~associated ~~about~~with ~~purchases,~~its ~~sales,~~financial ~~issuances,~~instruments and ~~settlements relative~~derivative toinstruments. ~~Level~~Certain 3disclosures ~~measurements;~~of ~~and~~the ~~clarifying,~~amounts ~~among~~of ~~other~~certain ~~things,~~instruments ~~the existing fair~~subject ~~value~~to ~~disclosures~~enforceable ~~about~~master ~~the~~netting ~~level~~arrangements ofor ~~disaggregation.~~similar ~~For~~agreements ~~our~~would ~~company~~be required, ~~this~~irrespective ~~ASU is~~of ~~effective~~whether ~~for~~ the ~~first~~entity ~~quarter~~has ofelected ~~2010,~~to ~~except~~offset ~~for the requirement to~~those ~~provide~~instruments ~~Level~~in 3the ~~activity~~statement of ~~purchases,~~financial ~~sales,~~position. ~~issuances,~~The ~~and~~ASU ~~settlements~~is oneffective aJanuary ~~gross basis~~1, ~~which~~2013 iswith ~~effective~~retrospective ~~beginning~~application ~~the first quarter of 2011~~required. Since this standard impacts disclosure requirements only, ~~our~~its adoption ~~did~~will not have a material impact on our company’s ~~consolidated~~ results of operations or financial condition.

In ~~April~~December ~~2010~~2011, the Financial Accounting Standards Board (“FASB”) ~~issued~~released ~~ASU~~Accounting Standards Update No. ~~2010~~2011-~~17,~~12 ~~Milestone~~(“ASU 2011-12”), ~~Method~~Comprehensive ofIncome ~~Revenue~~(Topic ~~Recognition—~~220): aDeferral ~~consensus~~ of the ~~FASB~~Effective ~~Emerging~~Date ~~Issues~~for ~~Task~~Amendments ~~Force~~to ~~that~~the ~~recognizes~~Presentation ~~the~~of ~~milestone~~Reclassifications ~~method~~of asItems anOut ~~acceptable~~of ~~revenue~~Accumulated ~~recognition~~Other ~~method~~Comprehensive ~~for~~Income ~~substantive milestones~~ in ~~research~~Accounting orStandards ~~development~~Update ~~arrangements~~No. ~~This standard~~2011-05. ~~would~~ASU ~~require~~2011-12 defers ~~our~~only ~~provisions~~those bechanges ~~met~~ in ~~order~~ASU ~~for~~2011-05 anthat ~~entity~~relate to ~~recognize consideration~~the ~~that~~presentation ~~is contingent upon achievement~~ of ~~a substantive milestone as~~ ~~revenue~~reclassification inadjustments ~~our~~out ~~entirety~~of inaccumulated ~~the~~other ~~period~~comprehensive ~~in which the milestone is achieved~~income. InThe ~~addition,~~provisions ~~this~~of ASU ~~would~~2011-12 ~~require~~became ~~disclosure~~effective ofin ~~certain~~fiscal ~~information~~years ~~with~~beginning ~~respect~~after toDecember ~~arrangements that contain milestones. For our company~~15, ~~this standard would be required prospectively beginning January 1,~~ 2011. The adoption of ~~this~~ASU ~~standard~~ 2011-12 did not ~~have~~materially ~~a material~~ impact on our ~~company’s consolidated results of~~ ~~operations or~~ financial ~~condition~~statements.

In ~~May~~July ~~2011~~2012, the FASB issued ASU No. ~~2011~~2012-0402, ~~Fair Value~~Testing ~~Measurement:~~Indefinite-Lived ~~Amendments~~Intangible toAssets ~~Achieve~~for ~~Common~~Impairment. ~~Fair~~Under ~~Value~~this ~~Measurement~~standard, ~~and Disclosure~~entities ~~Requirements~~testing inlong-lived ~~U.S.~~intangible ~~GAAP~~assets ~~and~~for ~~IFRSs.~~impairment ~~This~~now ~~standard~~have ~~clarifies~~an ~~guidance~~option onof ~~how~~performing a qualitative assessment to ~~measure~~determine ~~fair~~whether ~~value~~further ~~and~~impairment testing is ~~largely~~necessary. ~~consistent~~If ~~with~~an ~~existing~~entity determines, on the basis of qualitative factors, that the fair value of the indefinite-lived intangible asset is ~~measurement~~more-likely-than-not ~~principles.~~less ~~The~~than ~~ASU~~the ~~also~~carrying ~~expands~~amount, the existing ~~disclosure requirements~~quantitative ~~for~~impairment ~~fair~~test ~~value~~is ~~measurements~~required. ~~and~~Otherwise, ~~makes~~no ~~other~~further ~~amendments~~impairment testing is required. For our company, this ASU is effective ~~prospectively~~ beginning January 1, ~~2012~~2013, with early adoption permitted under certain conditions. The adoption of this ~~standard~~ standard is not expected to have a material impact on our company’s consolidated ~~results~~ results of operations or financial condition.

In ~~June~~February ~~2011~~2013, the FASB issued ASU No. ~~2011~~2013-0502, ~~Presentation of~~ Comprehensive Income. ~~This~~(Topic ~~standard~~220): ~~requires~~Reporting ~~entities~~of toAmounts ~~present~~Reclassified ~~items~~Out of ~~net~~ ~~income~~Accumulated ~~and~~Other ~~other~~Comprehensive ~~comprehensive~~Income. ~~income~~Under ~~either~~this instandard, aan ~~single~~entity ~~continuous statement,~~is orrequired into ~~separate,~~provide ~~but~~information ~~consecutive,~~about ~~statements~~the ofamounts ~~net~~reclassified ~~income~~out ~~and~~of accumulated other comprehensive income (“AOCI”) by component. ~~The~~In ~~new~~addition, ~~requirements~~an entity dois ~~not~~required ~~change~~to ~~which~~present, ~~components~~either ~~of comprehensive~~on ~~income~~the ~~are~~face ~~recognized~~of inthe ~~net~~financial ~~income~~statements or in ~~other~~the ~~comprehensive income~~notes, or ~~when~~significant anamounts ~~item~~reclassified out of ~~other~~AOCI ~~comprehensive~~by ~~income~~the ~~must~~respective line beitems ~~reclassified~~of to net ~~income.~~ ~~Also~~income, ~~the~~but ~~earnings-per~~only ~~share~~if ~~computation~~the ~~does~~amount ~~not~~reclassified ~~change.~~is ~~However,~~required ~~the~~to be ~~current~~reclassified ~~option~~in ~~under~~its ~~existing~~entirety ~~standards~~in tothe ~~report~~same ~~other~~reporting ~~comprehensive~~period. ~~income~~For ~~and our~~amounts ~~components~~that inare not ~~the~~required ~~statement~~to ofbe ~~changes~~reclassified in ~~equity~~their isentirety ~~eliminated.~~to Innet ~~addition~~income, ~~the~~ ~~previous~~an ~~option~~entity is required to ~~disclose~~cross-reference ~~reclassification~~to ~~adjustments~~other indisclosures ~~the~~that ~~notes~~provide toadditional ~~the~~details ~~financial~~about ~~statements~~those isamounts. ~~also~~ASU ~~eliminated,~~2013-02 asdoes ~~reclassification~~not ~~adjustments~~change ~~will~~the ~~be required~~current torequirements befor reporting ~~shown~~net onincome ~~the~~or ~~face~~other ofcomprehensive ~~the~~income ~~statement~~in ~~under~~ the ~~new~~financial ~~standard~~statements. ~~For~~ For our company, this ASU is effective ~~retrospectively~~ beginning January 1, ~~2012. Since~~2013, ~~this~~and ~~standard~~interim periods ~~impacts~~within ~~disclosure~~those ~~requirements~~annual ~~only,~~periods. ~~our~~The adoption ~~will~~of this standard is not ~~have~~expected ato ~~material~~have an impact on our company’s ~~consolidated~~financial results ~~of operations~~ or ~~financial~~ ~~condition~~disclosures.

17Our company believes that there were no other accounting standards recently issued that had or are expected to have a material impact on our financial position or results of operations.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 8. Financial Statements and Supplementary Data

1822

CHANG-ON INTERNATIONAL, INC. (A Development Stage Company ) CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2011~~2012

1923

CHANG-ON INTERNATIONAL, INC.
(A Development Stage Company)

INDEX TO DECEMBER 31, ~~2011~~2012 ~~FINANCIAL~~CONSOLIDATED ~~STATEMENTS~~FINANCIAL STATEMENTS

	PAGE
REPORT OF INDEPENDENT REGISTRATED PUBLIC ACCOUNTING FIRM	F1
CONSOLIDATED BALANCE SHEETS	F2
CONSOLIDATED STATEMENTS OF OPERATIONS	F3
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)	F4
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT)	F5
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY(DEFICIT)	F5
CONSOLIDATED STATEMENTS OF CASH FLOWS	F6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	F7-~~F17~~F15

2024

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors ~~andStockholders~~and Stockholders of Chang-On International, Inc. (A development stage company)

We have audited the accompanying consolidated balance ~~sheet~~sheets of Chang-On International, Inc. as of December 31, ~~2011~~2012 and ~~2010~~2011 and the related consolidated statements of operations, ~~stockholders’~~comprehensive ~~equity~~income (~~deficit~~loss) ~~and~~, ~~comprehensive~~stockholders’ ~~income~~equity (~~loss~~deficit), and cash flows for each of the years in the two-year period ended December 31, ~~2011~~2012, and for the period from November 26, 2004 (date of inception) to December 31, ~~2011~~2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. The statements of operations, changes in stockholders’ equity (deficit) and comprehensive income (loss), and cash flows from November 26, 2004 to December 31, 2008 were audited by other auditors who expressed an qualified opinion, with an explanatory paragraph discussing the Company ability to continue as a going-concern, in their report dated March 22, 2009. Our opinion on the statements of operations, changes in stockholders’ equity (deficit) and comprehensive income (loss), and cash flows from inception to December 31, 2011, insofar as it relates to amounts for prior periods through December 31, 2008, is solely based on the reports of other auditors.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Chang-On International, Inc. as of December 31, ~~2011~~2012 and ~~2010~~2011, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, ~~2011~~2012, and for the period from November 26, 2004 (date of inception) to December 31, 2011 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to consolidated financial statements, the Company has incurred accumulated deficit of $3,~~486~~582,~~029~~930 and $3,~~408~~486,~~779~~029 as of December 31, ~~2011~~2012 and ~~2010~~2011, respectively that include losses of $91110,~~153~~580 and $~~509~~91,~~221~~153 for the years ended December 31, ~~2011~~2012 and ~~2010~~2011, respectively. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans concerning these matters are also described in Note 2. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Yichien Yeh, CPA Oakland Gardens, New York March 2327, ~~2012~~2013

F-1

CHANG-ON INTERNATIONAL, INC. (A Development Stage Company) CONSOLIDATED BALANCE SHEETS

		December 31,			December 31,
		2011			2010
		2012			2011
ASSETS
Current Assets
Cash	$	36718		$	~~3,924~~36
Prepaid and other receivables		~~317~~321			~~303~~317
Inventories (Note 4)		-			-
Total Current Assets		1,039			353
Total Current Assets		353			4,227
Property, plant and equipment, net (Note 4)		2,945			3,754
Property, plant and equipment, net (Note 5)		3,754			5,759
Total Assets	$	3,984		$	4,107
Total Assets	$	4,107		$	9,986
LIABILITIES
Current Liabilities
Trade accounts payable	$	~~753~~762		$	~~719~~753
Accrued expenses		3542,~~325~~924			2635,~~181~~325
Deferred income-government grants (Note 6)		117,850			112,554
Deferred income-government grants (Note 5)		119,256			117,850
Due to shareholders (Note 7)		380,974			293,037
Due to shareholders (Note 6)		457,612			380,974
Total Current Liabilities		~~534~~620,~~902~~554			~~432~~534,~~491~~902
Total Liabilities		~~534~~620,~~902~~554			~~432~~534,~~491~~902
EQUITY(DEFICIT)
Chang-On International, Inc Stockholders' Equity(Deficit):
Common stock, par value $0.001, authorized
Common stock, par value $0.001, 100,000,000 shares authorized, 97,307,366 and 67,307,366 shares issued and outstanding on December 31, 2011 and 2010, respectively (Note 7)		97,307			67,307
100,000,000 shares, issue and outstanding
67,307,366 shares (Note 8)		67,307			67,307
Additional paid in capital		3,067,959			3,067,959
Deficit		(3,~~486~~582,~~029~~930	)		(3,~~408~~486,~~779~~029	)
Deferred Compensation (Note 9)		-			-
Accumulated other comprehensive loss		(33,904	)		(30,735	)
Accumulated comprehensive loss		(30,735	)		(20,281	)
Total Chang-On International, Inc Stockholders' equity(deficit)		(451,568	)		(381,498	)
Total Chang-On International, Inc Stockholders' equity(deficit)		(381,498	)		(293,794	)
Noncontrolling interest		(165,002	)		(149,297	)
Noncontrolling interest		(149,297	)		(128,711	)
Total Equity(Deficit)		(616,570	)		(530,795	)
Total Equity(Deficit)		(530,795	)		(422,505	)
Total Liabilities and Equity(Deficit)	$	3,984		$	4,107
Total Liabilities and Equity(Deficit)	$	4,107		$	9,986

See ~~accompanying~~Notes ~~notes~~ to ~~consolidated~~Financial ~~financial~~Statements ~~statements~~

F-2

CHANG-ON INTERNATIONAL, INC. (A Development Stage Company) CONSOLIDATED STATEMENTS OF OPERATIONS

		For the Years Ended						For the Period
								For the Period
								November 26, 2004
								from November
								(inception) to
								26, 2004
		For the Years Ended						(inception) to
		December 31,						December 31,
		2011			2010			2011
		2012			2011			2012
Net sales	$	-		$	-		$	93,776
Cost of sales		-			-			(60,324	)
Gross profit		-			-			33,452
Expenses
Salaries		1418,~~857~~888			14,~~184~~857			~~151~~170,~~380~~268
Transportation		-			-			13,354
Office equipment		-			-			6,879
Water, electricity and gas		1819,~~571~~017			18,~~264~~571			~~154~~173,~~956~~973
Other expenses		~~1,246~~-			~~401~~1,246			36,895
Advertisement		-			-			556
Rent expense		-			-			3,811
Depreciation		~~2,221~~843			342,~~883~~221			~~202~~203,~~998~~841
Research and development expenses		-			-			22,578
R & D expense		-			-			22,578
Repairs and maintenance		-			-			1,043
Gain on disposal of fixed assets		-			-			(7,730	)
Stock compensation		-			~~50,000~~-			2,400,000
Professional fees		5471,~~258~~832			2954,~~000~~258			~~130~~202,~~636~~468
Fixed assets impairment		-			~~323,851~~-			669,813
Intangibles writedown		-			-			241,639
Inventory obsolencence		-			38,638			107,484
Inventory obsolescence		-			-			107,484
Total Expenses		91110,~~153~~580			~~509~~91,~~221~~153			4,~~136~~246,~~292~~872
Total expenses and loss from operations		(110,580	)		(91,153	)		(4,213,420	)
Other income		-			-			7,195
Loss before provision for income tax		(91110,~~153~~580	)		(~~509~~91,~~221~~153	)		(4,~~095~~206,~~645~~225	)
Income tax provision		-			-			-
Net loss		(91110,~~153~~580	)		(~~509~~91,~~221~~153	)		(4,~~095~~206,~~645~~225	)
Less: Net loss attributable to the noncontrolling interest		13,~~903~~679			~~167~~13,~~631~~903			~~503~~516,~~250~~929
Net loss attributable to Chang-On International, Inc common stockholders	$	(7796,~~250~~901	)	$	(~~341~~77,~~590~~250	)	$	(3,~~592~~689,~~395~~296	)
Net loss per share-basic and diluted	$	(0.00	)	$	(0.0100	)
Weighted average shares outstanding-basic and diluted		6779,~~307~~356,~~366~~546			67,307,366

See ~~accompanying~~Notes ~~notes~~ to ~~consolidated~~Financial ~~financial~~Statements. ~~statements~~

F-3

CHANG -ON INTERNATIONAL, INC. (A Development Stage Company) CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

								For the Period
								November 26, 2004
								from
								November 26,
								2004
		For the Years Ended						(inception) to
		December 31,						December 31,
		2011			2010			2011
		2012			2011			2012
Net loss	$	(91110,~~153~~580	)	$	(~~509~~91,~~221~~153	)	$	(4,~~095~~206,~~645~~225	)
Other comprehensive income (loss), net of tax:
Other comprehensive loss, net of tax:
Foreign currency translation gain (loss)		(17,137	)		(7,666	)		(32,836	)
Foreign currency translation loss		(5,195	)		(17,137	)		(38,031	)
Comprehensive loss		(~~108~~115,~~290~~775	)		(~~516~~108,~~887~~290	)		(4,~~128~~244,~~481~~256	)
Comprehensive loss attributable to the noncontrolling interest		2015,~~586~~705			~~170~~20,~~621~~586			~~342~~358,~~398~~103
Comprehensive loss attributable to Chang-On International, Inc.	$	(87100,~~704~~070	)	$	(~~346~~87,~~266~~704	)	$	(3,~~786~~886,~~083~~153	)

See ~~accompanying~~Notes ~~notes~~ to ~~consolidated financial~~Financial ~~statements~~Statements.

F-4

CHANG -ON INTERNATIONAL, INC. (A Development Stage Company) CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT) FOR THE YEARS ENDED DECEMBER 31, ~~2011~~ 2012 AND ~~2010~~ 2011

					Chang-On International, Inc. Stockholders			~~Chang-On International, Inc. Stockholders~~
					Common Stock			~~Common Stock~~		Additional		~~Additional~~						Accumulated			~~Accumulated~~
					Comprehensive			$0.001 Par Value				Paid-in			Accumulated			Deferred			Comprehensive			Noncontrolling
					$0.001 Par Value					Paid-in		Accumulated			Deferred			Comprehensive			Noncontrolling
		Total			~~Income~~Shares			~~Shares~~Amount		~~Amount~~Capital		~~Capital~~Deficit			~~Deficit~~Compensation			~~Compensation~~Income (loss)			~~Income (loss)~~Interest			~~Interest~~
Balance December 31, 2009	$	44,382						67,307,366	$	67,307	$	3,067,959		$	(3,067,189	)	$	(50,000	)	$	(15,605	)	$	41,910
Balance December 31, 2010	$	(422,505	)		67,307,366		$	67,307	$	3,067,959	$	(3,408,779	)	$	-		$	(20,281	)	$	(128,711	)
Amortization of deferred compensation		50,000																50,000
Net loss		(91,153	)									(77,250	)								(13,903	)
Comprehensive loss:
Other comprehensive loss		(17,137	)															(10,454	)		(6,683	)
Net loss		(509,221	)		(509,221	)									(341,590	)								(167,631	)
Balance December 31, 2011	$	(530,795	)		67,307,366		$	67,307	$	3,067,959	$	(3,486,029	)	$	-		$	(30,735	)	$	(149,297	)
Other comprehensive loss, net of tax:
Issuance of common stock		30,000			30,000,000			30,000
Foreign currency translation loss		(7,666	)		(7,666	)															(4,676	)		(2,990	)
Net loss		(110,580	)									(96,901	)								(13,679	)
Comprehensive loss		(516,887	)	$	(516,887	)
Other comprehensive loss		(5,195	)															(3,169	)		(2,026	)
Balance December 31, 2010	$	(422,505	)					67,307,366	$	67,307	$	3,067,959		$	(3,408,779	)	$	-		$	(20,281	)	$	(128,711	)
Balance December 31, 2012	$	(616,570	)		97,307,366		$	97,307	$	3,067,959	$	(3,582,930	)	$	-		$	(33,904	)	$	(165,002	)
Amortization of deferred compensation		-																-
Comprehensive loss:
Net loss		(91,153	)		(91,153	)									(77,250	)								(13,903	)
Other comprehensive loss, net of tax:
Foreign currency translation loss		(17,137	)		(17,137	)															(10,454	)		(6,683	)
Comprehensive loss		(108,290	)	$	(108,290	)
Balance December 31, 2011	$	(530,795	)					67,307,366	$	67,307	$	3,067,959		$	(3,486,029	)	$	-		$	(30,735	)	$	(149,297	)

See accompanying notes to consolidated financial statements

F-5

CHANG-ON INTERNATIONAL, INC. (A Development Stage Company) CONSOLIDATED STATEMENTS OF CASH FLOWS

		For The Years Ended						For the Period November
								For the Period
								26, 2004 (inception) to
								from November
								26, 2004
		For the Years Ended						(inception) to
		December 31,						December 31,
		2011			2010			2011
		2012			2011			2012
Operating Activities:
Net loss	$	(91110,~~153~~580	)	$	(~~509~~91,~~221~~153	)	$	(4,~~095~~206,~~645~~225	)
Adjustments to reconcile net loss to net cash used by
Adjustments to reconcile net loss to net cash
operations
used by operations
Depreciation (cost and expense)		~~2,221~~843			342,~~883~~221			~~212~~213,~~460~~303
Provision for obsolete inventories		-			~~38,638~~-			107,484
Impairment loss on intangible assets		-			-			241,639
Impairment loss on fixed assets		-			~~323,851~~-			669,813
Gain on disposal of fixed assets		-			-			(7,730	)
Stock compensation		-			~~50,000~~-			2,400,000
Changes in operating assets and liabilities:
(Increase)/decrease in account receivable		-			-			-
(Increase)/decrease in prepaid and other receivables		-			-			(293	)
(Increase)/decrease in inventory		-			-			(107,151	)
Increase/(decrease) in accounts payable		-			-			695
Increase/(decrease) in accrued expenses		97,~~144~~599			(59,~~344~~144	)		3542,~~325~~924
Increase/(decrease) in deferred income-government grants		~~5,296~~-			345,~~465~~296			110,787
Net cash used by operating activities		(74,492	)		(32,728	)		(432,616	)
Net cash used in operating activities		(102,138	)		(74,492	)		(534,754	)
Investing Activities
Purchase of fixed assets		-			-			(710,118	)
Loan to shareholders		-			-			(24,659	)
Repay of loan from shareholders		-			-			24,659
Repayment of loan from shareholders		-			-			24,659
Net cash (used) by investing activities		-			-			(710,118	)
Net cash used in investing activities		-			-			(710,118	)
Financing Activities
Distribution to shareholders		-			-			(24,994	)
Capital contribution		-			-			274,103
Proceeds from shareholder loans		87,937			20,036			964,389
Proceeds from issuance of common stock		30,000			-			30,000
Repay of loan to shareholders		-			-			(70,844	)
Proceeds from shareholder loans		76,638			87,937			1,041,027
Net cash provided by financing activities		87,937			20,036			1,142,654
Repayment of loan to shareholders		-			-			(70,844	)
Effect of exchange rate changes on cash		(17,333	)		(11,268	)		116
Net cash provided by financing activities		106,638			87,937			1,249,292
Increase(decrease) in cash		(3,888	)		(23,960	)		36
Effect of exchange rate changes on cash		(3,818	)		(17,333	)		(3,702	)
Cash at beginning of period		3,924			27,884			-
Increase(decrease) in cash		682			(3,888	)		718
Cash at end of period	$	36		$	3,924		$	36
Cash at beginning of period		36			3,924			-
Cash at end of period	$	718		$	36		$	718
Supplemental Cash Flow Information:
Interest received (paid) during the year	$	-		$	-		$	260
Non-cash financing activities:
Contribution of patent for equity	$	-		$	-		$	241,639
Contribution of fixed assets for equity	$	-		$	-		$	125,497
Stock issued in exchange for consulting services	$	-		$	-		$	2,400,000
Conversion of shareholder's loan to paid in capital	$	-		$	-		$	359,357

See ~~accompanying~~Notes ~~notes~~ to ~~consolidated~~Financial ~~financial~~Statements. ~~statements~~

F-6

CHANG-ON INTERNATIONAL, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - ORGANIZATION AND BUSINESS BACKGROUND

Chang-On International, Inc. (the “Company”) was incorporated under the laws of the State of Utah as Gold Standard, Inc. on November 28, 1972 and changed its name to Chang-On International, Inc. on April 18, 2007. The Company is principally engaged in the business of waste recycling and reutilization in the People’s Republic of China (“PRC”) through its majority-owned subsidiary, Chang-On International Limited (“Chang-On”).

Chang-On was incorporated as a Hong Kong limited liability company on September 8, 2006 to facilitate a merger between a U.S. company and a PRC business entity. On December 29, 2006, under the terms of a Share Exchange Agreement, the Company agreed to acquire all the outstanding capital stock of Chang-On in return for the issuance of 60,000,000 shares of common stock.

Chang-On is a holding company that owns 61% of the registered capital of Harbin Hongbo Environment Protection Material, Inc. (“Hongbo”) a corporation formed under the laws of the PRC on November 26, 2004. Hongbo is engaged in the business of manufacturing construction materials from waste products. All Hongbo’s business is currently in the PRC.

In January 2011, the Company acquired 100% shares of Sino Health Management Limited (“Sino Health”). Sino Health was incorporated as a Hong Kong limited liability company on December 8, 2010.

The Company is considered to be a development stage company, as it has not generated substantial revenues from operations.

Note 2 - GOING CONCERN

As reflected in the accompanying consolidated financial statements, the Company has accumulated deficits of $3,~~486~~582,~~029~~930 and $3,~~408~~486,~~779~~029 at December 31, ~~2011~~2012 and ~~2010~~2011, respectively, that include losses of $91110,~~153~~580 and $~~509~~91,~~221~~153 for the years ended December 31, ~~2011~~2012 and ~~2010~~2011, respectively. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The consolidated financial statements have been prepared on a going basis and do not include any adjustments that might result from the outcome of this uncertainty.

At December 31, ~~2011~~2012, the Company has suffered losses from development stage activities to date. Although management is currently attempting to implement its business plan, and is seeking additional sources of equity or debt financing, there is no assurance these activities will be successful.

Note 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

• Basis of Presentation
These accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in U.S. dollars.

• Principles of Consolidation
The consolidated financial statements include the accounts of the Company and all its majority-owned subsidiaries which require consolidation. Inter-company transactions have been eliminated in consolidation. The functional currency of the Company’s operations is Reminbi (“RMB”)

F-7

CHANG-ON INTERNATIONAL, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

• Reclassification
Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported losses.

• Use of Estimates
In preparing these consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the year reported. Actual results may differ from these estimates. The Company regularly evaluates estimates and assumptions related to obsolete inventory, useful life and recoverability of long lived assets, and goodwill. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

• Fair Value of Financial Instruments
The Company adopted the standard “Fair Value Measurements”, codified with ASC 820 and effective January 1, 2008. The provisions of ASC 820 are to be applied prospectively.

Level 1:	Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2:	Input other than quoted market prices that are observable, either directly or indirectly, and reasonably available. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the Company.

Level 3:	Unobservable inputs. Unobservable inputs reflect the assumptions that the Company develops based on available information about what market participants would use in valuing the asset or liability.

An asset or liability’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Availability of observable inputs can vary and is affected by a variety of factors. The Company uses judgment in determining fair value of assets and liabilities and Level 3 assets and liabilities involve greater judgment than Level 1 and Level 2 assets or liabilities.

• Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, demand deposits with banks and liquid investments with an original maturity of three months or less. Cash deposits with banks are held in financial institutions in China, which has no federally insured deposit protection. Accordingly, the Company has a concentration of credit risk related to these uninsured deposits.

F-8

CHANG-ON INTERNATIONAL, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

• Cash and Cash Equivalents Cash and cash equivalents include cash on hand, demand deposits with banks and liquid investments with an original maturity of three months or less. Cash deposits with banks are held in financial institutions in China, which has no federally insured deposit protection. Accordingly, the Company has a concentration of credit risk related to these uninsured deposits.

• Inventories
Inventories are stated at the lower of cost or market value. Cost is determined using the weighted average cost method. Costs include direct material, direct labor and applicable manufacturing overhead. Market value is determined by reference to selling prices after the balance sheet date or to management’s estimates based on prevailing market conditions. Management writes down the inventories to market value if market value is below cost. Management also regularly evaluates the composition of the Company’s inventories to identify slow-moving and obsolete inventories to determine if a valuation allowance is required.

• Property, Plant and Equipment
Property, plant and equipment are stated at cost. Depreciation is computed using the straight-line method. Additions and improvement that substantially extend the useful life of the properties, plant and equipment are capitalized. Property, plant and equipment are depreciated to their estimated residual values over their estimated useful lives, and reviewed for impairment in accordance with the standard, “Accounting for the Impairment or Disposal of Long-Lived Assets”, codified with ASC 360.

• Construction in Progress
Construction in progress represents direct costs of construction or acquisition incurred. Capitalization of these costs ceases and construction in progress is transferred to property and equipment when substantially all the activities necessary to prepare the assets for their intended use are completed.

• Intangible Assets
The Company periodically analyzes its intangible assets for potential impairment, assessing the appropriateness of lives and recoverability of unamortized balances through the measurement of undiscounted operating cash flows on a basis consistent with U.S. GAAP.

• Related Parties
The caption "Due from shareholders" represents loans receivable that are unsecured, non-interest bearing and have no fixed terms of repayment, and therefore are not considered current assets.

• The caption "Due to shareholders" represents loans payable that are unsecured, non-interest bearing and have no fixed terms of repayment, and therefore are deemed payable on demand. Refer to Note 76.

• Comprehensive Income
The standard, “Reporting Comprehensive Income”, codified with ASC 220, requires disclosure of all components of comprehensive income and loss on an annual and interim basis. Comprehensive income and loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. The Company’s other comprehensive income arose from the effect of foreign currency translation adjustments.

F-9

CHANG-ON INTERNATIONAL, INC. (A Development Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

• Revenue Recognition
Revenues are recognized when finished products are shipped to unaffiliated customers, both title and the risks and rewards of ownership are transferred, or services have been rendered and accepted, and collectibility is reasonably assured.

• Research and Development cost
Research and development costs are expensed to operations as incurred.

F-9

CHANG-ON INTERNATIONAL, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

• Income Tax
The Company accounts for income taxes in accordance with the standard, "Accounting for Income Taxes", codified with ASC 740. ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes and allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain.

• Segment Information
The standard, “Disclosures about Segments of an Enterprise and Related Information”, codified with ASC 280, requires certain financial and supplementary information to be disclosed on an annual and interim basis for each reportable segment of an enterprise. The Company believes that it operates in one business segment (research, development, production, marketing and sales) and in one geographical segment (China), as all of the Company’s current operations are carried out in China.

• Foreign currencies translation
The Company’s functional currency is Chinese currency Renminbi (“RMB”) and its reporting currency is the U.S. dollar. Transactions denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the date of the transactions. Exchange gains or losses on transactions are included in earnings.

The consolidated financial statements of the Company are translated into U.S. dollars in accordance with the standard, “Foreign Currency Translation”, codified with ASC 830, using year-end rates of exchange for assets and liabilities, and average rates of exchange for the period for revenues, costs, and expenses and historical rates for equity. Translation adjustments resulting from the process of translating the local currency consolidated financial statements into U.S. dollars are included in determining comprehensive income. At December 31, ~~2011~~2012 and ~~2010~~2011, the cumulative translation adjustments of ($3033,~~735~~904) and ($2030,~~281~~735), respectively, were classified as items of accumulated other comprehensive loss in the stockholders’ equity section of the balance sheet. For the years ended December 31, ~~2011~~2012 and ~~2010~~2011, other comprehensive ~~income~~ (loss) was ($175,~~137)~~195 and ($717,~~666)~~137, respectively.

The exchange rates used to translate amounts in RMB into U.S. dollars for the purposes of preparing the consolidated financial statements were as follows: As of December 31, ~~2011~~2012 and ~~2010~~2011, the Company used the period-end rates of exchange for assets and liabilities of $1 to RMB6.~~3056~~2313 and $1 to RMB6.~~6023~~3056, respectively. For the years ended December 31, ~~2011~~2012 and ~~2010~~2011, the Company used the period’s average rate of exchange to convert revenues, costs, and expenses of $1 to RMB6.~~4615~~3102 and $1 to RMB6.~~7682~~4615, respectively. The Company used historical rates for equity.

• Loss Per Share Basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. At December 31, ~~2011~~ 2012 and ~~2010~~2011, respectively, the Company had no common stock equivalents that could potentially dilute future earnings per share; however, if present, a separate computation of diluted loss per share would not have been presented, as these common stock equivalents would have been anti-dilutive due to the Company’s net loss.

• Commitments and contingencies
Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

F-10

CHANG-ON INTERNATIONAL, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

• ~~Commitments~~ New ~~and~~Accounting ~~contingencies~~Pronouncements ~~Liabilities~~ In ~~for~~May ~~loss~~2011, ~~contingencies~~the ~~arising~~FASB ~~from~~issued ~~claims,~~ASU ~~assessments,~~No. ~~litigation~~2011-04, Fair Value Measurement: Amendments ~~fines~~to Achieve Common Fair Value Measurement and ~~penalties~~Disclosure Requirements in U.S. GAAP and ~~other~~IFRSs. ~~sources~~This ~~are~~standard ~~recorded~~clarifies ~~when~~guidance iton how to measure fair value and is ~~probable~~largely ~~that~~consistent with existing fair value measurement principles. aThe ~~liability~~ASU ~~has~~also ~~been~~expands ~~incurred~~existing disclosure requirements for fair value measurements and makes other amendments. For the ~~amount~~Company, this ASU is effective prospectively beginning January 1, 2012. The adoption of this standard did not have a material impact on the ~~assessment~~Company’s ~~can~~consolidated beresults ~~reasonably~~of operations or financial ~~estimated~~ condition.

~~• New Accounting Pronouncements~~ In ~~October~~June ~~2009~~2011, the FASB issued ASU No. ~~2009~~2011-1305, ~~“Multiple-Deliverable Revenue~~Presentation ~~Arrangements—a consensus~~ of Comprehensive ~~the~~Income. ~~FASB~~This ~~Emerging~~standard ~~Issues~~requires ~~Task~~entities ~~Force,” that~~to ~~provides~~present ~~amendments~~items toof ~~the~~net income ~~criteria~~and ~~for~~other ~~separating~~comprehensive ~~consideration~~income either in ~~multiple-deliverable arrangements. As~~ a ~~result~~single ofcontinuous ~~these amendments~~statement, ~~multiple-deliverable revenue~~ ~~arrangements~~or ~~will be separated~~ in ~~more~~separate, ~~circumstances~~but ~~than~~consecutive, ~~under~~statements ~~existing~~of ~~U.S. GAAP.~~net ~~The~~income ~~ASU~~and ~~does this by establishing a selling price hierarchy for determining~~other ~~the~~comprehensive ~~selling price of a deliverable~~income. The ~~selling~~new ~~price~~requirements ~~used~~do ~~for~~not ~~each~~change ~~deliverable will~~which becomponents ~~based on vendor-specific objective evidence if available, third-party~~of ~~evidence~~comprehensive ifincome ~~vendor-specific~~are ~~objective~~recognized ~~evidence~~in isnet ~~not~~income ~~available,~~ or ~~estimated selling~~other ~~price~~comprehensive ~~if neither vendor-specific objective evidence nor third-party~~income, ~~evidence~~or iswhen ~~available.~~an Aitem ~~vendor will be required to determine its best estimate~~ of ~~selling~~other ~~price~~comprehensive inincome amust ~~manner~~be ~~that~~reclassified ~~is consistent with that used~~ to ~~determine~~net ~~the~~income. ~~price~~Also, ~~to sell~~ the ~~deliverable~~earnings-per onshare acomputation ~~standalone~~does ~~basis~~not change. ~~This~~However, ~~ASU also eliminates~~ the current ~~residual~~option ~~method~~under ofexisting ~~allocation~~standards ~~and~~to ~~will~~report ~~require~~other ~~that~~comprehensive ~~arrangement~~income ~~consideration~~and beits ~~allocated~~components atin the ~~inception~~statement of ~~the~~changes ~~arrangement~~in toequity ~~all~~is ~~deliverables~~eliminated. ~~using~~In ~~the~~addition, ~~relative~~the ~~selling~~previous ~~price~~option ~~method,~~to ~~which~~disclose ~~allocates~~reclassification ~~any~~adjustments ~~discount~~ in the ~~overall~~notes ~~arrangement proportionally~~ to ~~each deliverable based on its relative selling price. Expanded disclosures of qualitative and quantitative information regarding~~ the ~~application~~ offinancial ~~the~~statements ~~multiple-deliverable~~is ~~revenue~~also ~~arrangement~~eliminated, ~~guidance~~as ~~are~~reclassification ~~also~~adjustments ~~required~~will ~~under~~be ~~the~~required ~~ASU. The ASU does not apply~~ to ~~arrangements~~be ~~for~~shown ~~which~~on ~~industry~~the ~~specific allocation~~face ~~and~~of ~~measurement~~the ~~guidance~~statement ~~exists,~~under ~~such~~the asnew ~~long-term construction contracts and software transactions~~standard. For the Company, this ASU ~~No. 2009-13~~ is effective retrospectively beginning January 1, ~~2011~~2012. Since ~~The Company elected to adopt the provisions of~~ this standard ~~prospectively~~ toimpacts ~~new~~disclosure orrequirements ~~materially~~only, ~~modified~~its ~~arrangements beginning on the effective date. The~~ adoption ~~of this standard~~ did not have a material impact on the Company’s consolidated results of operations or financial condition.

In ~~October~~December ~~2009~~2011, the FASB issued ASU No. ~~2009~~2011-1411, ~~“Certain~~Disclosures ~~Revenue~~About ~~Arrangements~~Offsetting ~~That~~Assets ~~Include~~and ~~Software~~Liabilities, ~~Elements—a~~which ~~consensus~~creates ofnew ~~the FASB~~disclosure ~~Emerging~~requirements ~~Issues~~regarding ~~Task Force,” that reduces~~ the ~~types~~nature of ~~transactions~~an ~~that~~entity’s ~~fall within~~rights ~~the current scope~~ of ~~software~~setoff ~~revenue~~and ~~recognition guidance. Existing~~related ~~software~~arrangements ~~revenue~~associated ~~recognition~~with ~~guidance requires that~~ its ~~provisions~~financial beinstruments ~~applied~~and toderivative aninstruments. ~~entire~~Certain ~~arrangement~~disclosures ~~when~~of the ~~sale~~amounts of ~~any~~certain ~~products~~instruments ~~or services containing or~~subject ~~utilizing software is considered more than incidental~~ to ~~the~~enforceable ~~product~~master ornetting ~~service. As a result of the amendments included in ASU No. 2009-14, many tangible products and services that rely on software will be accounted for under the multiple-element~~ arrangements ~~revenue~~or ~~recognition~~similar ~~guidance~~agreements ~~rather than under the software revenue recognition guidance. Under the ASU, the following components~~ would be ~~excluded from the scope of software revenue recognition guidance: the~~ ~~tangible~~required, ~~element~~irrespective of ~~the~~whether ~~product, software products bundled with tangible products where~~ the ~~software~~entity ~~components~~has ~~and~~elected ~~non-software components function together~~ to ~~deliver~~offset ~~the product’s essential functionality, and undelivered~~those ~~components~~instruments ~~that~~in ~~relate to software that is essential to~~ the ~~tangible~~statement ~~product’s functionality. The ASU also provides guidance on how to allocate transaction consideration when an arrangement contains both deliverables within the scope~~ of ~~software~~ ~~revenue~~financial ~~guidance (software deliverables) and deliverables not within the scope of that guidance (non-software deliverables)~~position. ~~For~~The ~~the Company,~~ ASU ~~No. 2009-14~~ is effective ~~beginning~~ January 1, ~~2011.~~2013 ~~The~~with ~~Company~~retrospective ~~elected~~application torequired. ~~adopt~~Since ~~the provisions of~~ this standard ~~prospectively to new or materially modified~~impacts ~~arrangements~~disclosure ~~beginning~~requirements ononly, ~~the~~its ~~effective date. The~~ adoption ofwill ~~this standard did~~ not have a material impact on the Company’s ~~consolidated~~ results of operations or financial condition.

In December 2011, the Financial Accounting Standards Board (“FASB”) released Accounting Standards Update No. 2011-12 (“ASU 2011-12”), Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. ASU 2011-12 defers only those changes in ASU 2011-05 that relate to the presentation of reclassification adjustments out of accumulated other comprehensive income. The provisions of ASU 2011-12 became effective in fiscal years beginning after December 15, 2011. The adoption of ASU 2011-12 did not materially impact our financial statements.

In July 2012, the FASB issued ASU No. 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment. Under this standard, entities testing long-lived intangible assets for impairment now have an option of performing a qualitative assessment to determine whether further impairment testing is necessary. If an entity determines, on the basis of qualitative factors, that the fair value of the indefinite-lived intangible asset is more-likely-than-not less than the carrying amount, the existing quantitative impairment test is required. Otherwise, no further impairment testing is required. For the Company, this ASU is effective beginning January 1, 2013, with early adoption permitted under certain conditions. The adoption of this standard is not expected to have a material impact on the Company’s consolidated results of operations or financial condition.

F-11

CHANG-ON INTERNATIONAL, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In ~~January~~February ~~2010~~2013, the FASB issued ASU No. ~~2010~~2013-602, ~~“Improving~~ ~~Disclosures~~Comprehensive ~~About~~Income ~~Fair~~(Topic ~~Value~~220): ~~Measurements”,~~Reporting ~~that~~of ~~amends~~Amounts ~~existing~~Reclassified ~~disclosure~~Out of ~~requirements~~Accumulated ~~under~~Other ~~ASC~~Comprehensive ~~820~~Income. byUnder ~~adding~~this standard, an entity is required ~~disclosures~~to provide information about ~~items transferring~~the ~~into~~amounts ~~and~~reclassified out of accumulated ~~Levels~~other 1comprehensive ~~and~~income 2(“AOCI”) inby ~~the~~component. ~~fair~~In ~~value~~addition, ~~hierarchy; adding~~an ~~separate~~entity ~~disclosures~~is ~~about~~required ~~purchases,~~to ~~sales~~present, ~~issuances,~~either ~~and~~on ~~settlements~~the ~~relative to~~face ~~Level~~of 3the ~~measurements;~~financial ~~and~~statements ~~clarifying~~or in the notes, ~~among~~significant ~~other~~amounts ~~things~~reclassified out of AOCI by the respective line items of net income, but only if the ~~existing~~amount ~~fair~~reclassified is required to be ~~value~~reclassified ~~disclosures~~in ~~about~~its entirety in the ~~level~~same ofreporting ~~disaggregation~~period. For ~~the~~amounts ~~Company,~~that ~~this ASU~~are isnot ~~effective~~required ~~for~~to ~~the~~be ~~first~~reclassified ~~quarter~~in oftheir ~~2010~~entirety to net income, ~~except~~an ~~for~~entity ~~the~~is required ~~requirement~~to cross-reference to other disclosures that provide ~~Level~~additional 3details about ~~activity~~those ofamounts. ~~purchases,~~ASU ~~sales,~~2013-02 ~~issuances,~~does ~~and~~not ~~settlements~~change onthe acurrent requirements for ~~gross~~reporting ~~basis,~~net ~~which~~income isor ~~effective~~other ~~beginning~~comprehensive ~~the~~income ~~first~~in ~~quarter~~the offinancial ~~2011~~statements. For ~~Since~~the Company, this ~~standard~~ ~~impacts~~ASU ~~disclosure~~is ~~requirements~~effective ~~only~~beginning January 1, ~~its~~2013, and interim periods within those annual periods. The adoption ~~did~~of this standard is not expected to have ~~a material~~an impact on the Company’s ~~consolidated~~financial results ~~of operations~~ or ~~financial condition~~disclosures.

InThe ~~April~~Company ~~2010,~~believes ~~the~~that ~~FASB~~there ~~issued~~were ~~ASU~~no ~~No.~~other ~~2010-17, Milestone~~accounting ~~Method~~standards ofrecently ~~Revenue~~issued ~~Recognition— a consensus of the FASB Emerging Issues Task Force~~ that ~~recognizes~~had ~~the milestone method as an acceptable revenue recognition method for substantive milestones in research~~ or ~~development~~are ~~arrangements.~~expected ~~This standard would require its provisions be met in order for an entity~~ to recognize consideration that is contingent upon achievement of a substantive milestone as revenue in its entirety in the period in which the milestone is achieved. In addition, this ASU would require disclosure of certain information with respect to arrangements that contain milestones. For the Company, this standard would be required prospectively beginning January 1, 2011. The adoption of this standard did not have a material impact on our ~~the~~financial ~~Company’s~~position ~~consolidated~~or results of ~~operations~~ ~~or financial condition~~operations.

InNote ~~May~~4 ~~2011, the FASB issued ASU No. 2011~~-~~04,~~ Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. This standard clarifies guidance on how to measure fair value and is largely consistent with existing fair value measurement principles. The ASU also expands existing disclosure requirements for fair value measurements and makes other amendments. For the CompanyPROPERTY, ~~this ASU~~PLANT isAND ~~effective~~EQUIPMENT ~~prospectively beginning January 1, 2012. The adoption of this standard is not expected to have a material impact on the Company’s consolidated results of operations or financial condition.~~

In June 2011, the FASB issued ASU No. 2011-05, Presentation of Comprehensive Income. This standard requires entities to present items of net income and other comprehensive income either in a single continuous statement, or in separate, but consecutive, statements of net income and other comprehensive income. The new requirements do not change which components of comprehensive income are recognized in net income or other comprehensive income, or when an item of other comprehensive income must be reclassified to net income. Also, the earnings-per share computation does not change. However, the current option under existing standards to report other comprehensive income and its components in the statement of changes in equity is eliminated. In addition, the previous option to disclose reclassification adjustments in the notes to the financial statements is also eliminated, as reclassification adjustments will be required to be shown on the face of the statement under the new standard. For the Company, this ASU is effective retrospectively beginning January 1, 2012. Since this standard impacts disclosure requirements only, its adoption will not have a material impact on the Company’s consolidated results of operations or financial condition.

F-12

CHANG-ON INTERNATIONAL, INC. (A Development Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 4 - INVENTORIES

Inventories consist of the following:

		December 31,			December 31,
		2011			2010
Raw Material	$	41,472		$	39,608
Finished Goods		74,584			71,232
	$	116,056		$	110,840
Less: Allowance for Obsolescence		(116,056	)		(110,840	)
		-			-

The provision on allowance for obsolescence was $0 and $38,638 for the years ended December 31, 2011 and 2010, respectively.

Note 5 - PROPERTY, PLANT AND EQUIPMENT

Property, Plant and Equipment consist of the following:

		December 31,			December 31,
		2011			2010
		2012			2011
Machinery and Equipment	$	-		$	-
Office Equipment	$	8,404		$	8,305
Office Equipment		8,305			7,932
Vehicle		7,543			7,454
Vehicle		7,454			7,119
		15,947			15,759
Construction in Progress		-			-
Less: Accumulated Depreciation		(13,002	)		(12,005	)
		15,759			15,051
	$	2,945		$	3,754
Less: Accumulated Depreciation		(12,005	)		(9,292	)
	$	3,754		$	5,759

Depreciation is calculated on a straight-line basis over the estimated useful life of the assets. The annual percentages applied are:

Machinery and Equipment	10%
	Office Equipment	20%
Office Equipment	20%
	Vehicle	10%
Vehicle	10%

The depreciation was $~~2,221~~843 and $342,~~883~~221, including cost and operating expense, for the years ended December 31, ~~2011~~2012 and ~~2010~~2011, respectively.

FNote 5 -13 GOVERNMENT GRANTS

Receipts of government grants to encourage research and development activities which are non-refundable are credited to deferred income upon receipt. The Company recognizes government grants income when the government completes inspection on the regulated use of the grants by issuing the certificate. There was no government grants income recognized for the years ended December 31, 2012 or 2011. As of December 31 2012 and 2011, government grants of $119,256 and $117,850 were recorded as deferred income, respectively.

F-12

CHANG-ON INTERNATIONAL, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 6 - ~~GOVERNMENT~~DUE ~~GRANTS~~TO SHAREHOLDERS

Receipts of government grants to encourage research and development activities which are non-refundable are credited to deferred income upon receipt. The Company recognizes government grants income when the government completes inspection on the regulated use of the grants by issuing the certificate. There was no government grants income recognized for the years ended December 31, 2011 or 2010. As of December 31 2011 and 2010, government grants of $117,850 and $112,554 were recorded as deferred income, respectively.

Note 7 - DUE TO SHAREHOLDERS

Due to shareholders consists of the following:

		December 31,		December 31,
		2011		2010
		2012		2011
Li, Yukun	$	2627,~~960~~282	$	2226,~~068~~960
Li, Guomin		~~300~~338,~~828~~514		~~262~~300,~~046~~828
Zhou, Qingwei		1,923		1,923
Xiao, Bing		5189,~~263~~893		651,~~000~~263
	$	~~380~~457,~~974~~612	$	~~293~~380,~~037~~974

Guomin Li has been a shareholder of Hongbo since November 2006. Guomin Li was also the Company’s President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and Director before February 22, 2010. Qingwei Zhou has been a shareholder of Chang-On since September 2006. Under the Agreement for the Share Exchange on December 29, 2006, Guomin Li and Qingwei Zhou acquired 17,400,000 and 36,600,000 shares of ~~Gold~~the ~~Standard~~Company, ~~Inc.~~ respectively.

On February 22, 2010, Guomin Li sold 10,000,000 shares of the Company to Bing Xiao who also took over Guomin Li’s positions as the Company’s President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and Director.

Note 87 - COMMON STOCK

Under the Share Exchange Agreement, the Company issued to the shareholders of Chang-On 60,000,000 shares of common stock. The Company had 1,307, 366 shares of common stock issued and outstanding before the closing of the share exchange. On March 23, 2007, the Company filed an S-8 to register 6,000,000 shares of common stock for stock based compensation. ~~(Note~~On 9)August 6, 2012, the Company issued 30,000,000 shares of our common stock at a price of US$0.001 ~~The~~per share, to its president, Bing Xiao, pursuant to the closing of a private placement, for aggregate gross proceeds of US$30,000. The Company had a total of 6797,307,366 shares issued and outstanding as of December 31, ~~2011~~2012.

Note 98 - ~~STOCK~~INCOME ~~BASED COMPENSATION~~ TAX

On January 19, 2007, the Company entered into an agreement with Yaru Li for legal services in the PRC for a term of two years, pursuant to which the Company issued 900,000 shares of common stock in April 2007. The fair market value amounted to $360,000, which is being amortized over the term of the agreement.

F-14

CHANG-ON INTERNATIONAL, INC. (A Development Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On January 31, 2007, the Company entered into an agreement with Canyon Red Group Limited, a British Virgin Islands company, for advisory services on the marketing strategy and implementation of corporate identity for a term of twelve months, pursuant to which the Company issued 700,000 shares of common stock in April 2007. The fair market value amounted to $280,000, which is being amortized over the term of the agreement.

On March 30, 2007, the Company entered into an agreement with Mu, Shiwei for internal audit services for a term of three years, pursuant to which the Company issued 1,500,000 shares of common stock in April 2007. The fair market value amounted to $600,000, which is being amortized over the term of the agreement.

On March 30, 2007, the Company entered into an agreement with I &V Limited, a British Virgin Islands company, for advisory services on the sales and distribution channels of certain environmentally friendly construction materials in Northern China for a term of eighteen months, pursuant to which the Company issued 1,000,000 shares of common stock in April 2007. The fair market value amounted to $400,000, which is being amortized over the term of the agreement.

On March 30, 2007, the Company entered into an agreement with Billion Profit International Holdings Limited, a British Virgin Islands company, for advisory services on the sales and distribution channels of certain environmentally friendly construction materials in Hainan Province of China for a term of twelve months, pursuant to which the Company issued 700,000 shares of common stock in April 2007. The fair market value amounted to $280,000, which is being amortized over the term of the agreement.

On March 30, 2007, the Company entered into an agreement with Prospect Bright Holdings Limited, a British Virgin Islands company, for advisory services on the sales and distribution channels of certain environmentally friendly construction materials in Northeast China for a term of twenty-four months, pursuant to which the Company issued 1,200,000 shares of common stock in April 2007. The fair market value amounted to $480,000, which is being amortized over the term of the agreement.

For the years ended December 31, 2011 and 2010, $0 and $50,000 of the above stock compensation were charged to operating expenses and $0 and $50,000 was recorded as deferred compensation, respectively.

Note 10 - INCOME TAX

The Company accounts for income taxes pursuant to the standard, “Accounting for Income Taxes”, codified with ASC 740, which requires recognition of deferred income tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns.

Prior to January 1, 2008, the Company was governed by the Income Tax Law of the People’s Republic of China concerning Foreign Investment Enterprises and Foreign Enterprises and local income tax laws (“the previous income tax laws and rules”). Pursuant to the previous income tax laws and rules, wholly-owned foreign enterprises were subject to tax at a statutory rate of 33% (30% state income tax plus 3% local income tax).

InF-13 March 2007, the Chinese government enacted the Corporate Income Tax Law, and promulgated related regulations, which were effective January 1, 2008. The Corporate Income Tax Law, among other things, imposes a unified income tax rate of 25% for both domestic and foreign invested enterprises. The previous income tax laws and rules, which stipulated income tax rates for domestic and foreign invested enterprises at different rates, expired upon the effectiveness of the Corporate Income Tax Law.

Due to the Company’s net loss, there was no provision for income taxes. The Company’s effective tax rate for the years ended December 31, 2011 and 2010 was 0% and 0% due to the net loss position in both years.

F-15

CHANG-ON INTERNATIONAL, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In March 2007, the Chinese government enacted the Corporate Income Tax Law, and promulgated related regulations, which were effective January 1, 2008. The Corporate Income Tax Law, among other things, imposes a unified income tax rate of 25% for both domestic and foreign invested enterprises. The previous income tax laws and rules, which stipulated income tax rates for domestic and foreign invested enterprises at different rates, expired upon the effectiveness of the Corporate Income Tax Law.

Due to the Company’s net loss, there was no provision for income taxes. The Company’s effective tax rate for the years ended December 31, 2012 and 2011 was 0% and 0% due to the net loss position in both years.

The Company’s taxes were subject to a full valuation allowance as follows:

		For the Year Ended			For the Year Ended
		December 31, 2011			December 31, 2010
		December 31, 2012			December 31, 2011
Computed tax benefit at statutory rate	$	(2227,~~788~~645	)	$	(~~127~~22,~~305~~788	)
Change in valuation allowance		2227,~~788~~645			~~127~~22,~~305~~788
Income tax expense (benefit)	$	-		$	-

The net deferred tax asset generated by the loss carry-forward has been fully reserved.

The tax authority of the PRC Government conducts periodic and ad hoc tax filing reviews on business enterprises operating in the PRC after those enterprises have completed their relevant tax filings, hence the Company’s tax filings may not be finalized. It is therefore uncertain as to whether the PRC tax authority may take different views about the Company’s tax filings which may lead to additional tax liabilities.

The Company has no United States corporate income tax liability as of December 31, ~~2011~~2012 and ~~2010~~2011.

Note 119 - OPERATING RISK

Concentrations of credit risk Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains its cash and cash equivalents with high-quality institutions to mitigate the fact there is no deposit insurance.

Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains its cash and cash equivalents with high-quality institutions to mitigate the fact there is no deposit insurance.

A significant percentage of the Company’s business is generated from a small number of customers. However, due to the immaterial amount of revenue generated, the Company does not believe they are exposed to significant concentration of credit risk in this area.

Source of Supply The Company purchases components for its products from a number of suppliers. However, on occasion, a customer’s specifications may require it to purchase components from a specific supplier. The Company does not have any long term contracts with any of its suppliers, and the Company believes that alternative suppliers are available. Although the Company has not been subject to shortages for any of its components, since it does not have long-term contracts, the Company may be subject to cutbacks and price increases which it may not be able to pass on to its customers in the event that the demand for components generally exceeds the capacity of its suppliers.

The Company purchases components for its products from a number of suppliers. However, on occasion, a customer’s specifications may require it to purchase components from a specific supplier. The Company does not have any long term contracts with any of its suppliers, and the Company believes that alternative suppliers are available. Although the Company has not been subject to shortages for any of its components, since it does not have longF-~~term contracts,~~14 the Company may be subject to cutbacks and price increases which it may not be able to pass on to its customers in the event that the demand for components generally exceeds the capacity of its suppliers.

Country risk

The Company has significant investments in the PRC. The operating results of the Company may be adversely affected by changes in the political and social conditions in the PRC and by changes in Chinese government policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things. There can be no assurance; however, those changes in political and other conditions will not result in any adverse impact.

NOTE 12 - EMPLOYEE BENEFIT PLAN

Full time employees of the Company participate in a government mandated multi-employer defined contribution plan pursuant to which certain pension benefits, medical care, unemployment insurance, employee housing fund and other welfare benefits are provided to employees. Chinese labor regulations require the Company to accrue for these benefits based on certain percentages of the employees' salaries. The total provisions for such employee benefits were $0 for the year ended December 31, 2011 and 2010.

F-16

CHANG-ON INTERNATIONAL, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~NOTE~~Country 13risk The Company has significant investments in the PRC. The operating results of the Company may be adversely affected by changes in the political and social conditions in the PRC and by changes in Chinese government policies with respect to laws and regulations, anti-inflationary ~~RESTRICTED~~measures, ~~RETAINED~~currency ~~EARNINGS~~conversion and remittance abroad, and rates and methods of taxation, among other things. There can be no assurance; however, those changes in political and other conditions will not result in any adverse impact.

NOTE 10 - EMPLOYEE BENEFIT PLAN

NOTE 11 - RESTRICTED RETAINED EARNINGS

Pursuant to the laws applicable to the PRC, PRC entities must make appropriations from after-tax profit to the non-distributable “statutory surplus reserve fund”. Subject to certain cumulative limits, the “statutory surplus reserve fund” requires annual appropriations of 10% of after-tax profits until the aggregated appropriations reach 50% of the registered capital (as determined under accounting principles generally accepted in the PRC ("PRC GAAP") at each year-end). For foreign invested enterprises and joint ventures in the PRC, annual appropriations should be made to the “reserve fund”. For foreign invested enterprises, the annual appropriation for the “reserve fund” cannot be less than 10% of after-tax profits until the aggregated appropriations reach 50% of the registered capital (as determined under PRC GAAP at each year-end). The Company did not make any appropriations to the reserve funds mentioned above due to lack of profits after tax since commencement of operations.

F-1715

Item 9. Changes in and Disagreements ~~With~~with Accountants on Accounting and Financial Disclosure

There were no disagreements related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and interim periods, including the interim period up through the date the relationship ended.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our ~~Chief~~chief ~~Executive~~executive ~~Officer~~officer and ~~Chief~~chief ~~Financial~~financial ~~Officer~~officer (our principal executive officer, principal financial officer and principal accounting officer), as appropriate to allow timely decisions regarding required disclosure.

As of the end of the period covered by this report, our management, with the participation of our ~~Chief~~chief ~~Executive~~executive ~~Officer~~officer and ~~Chief~~chief ~~Financial~~financial ~~Officer~~officer (our principal executive officer, principal financial officer and principal accounting officer), carried out an evaluation of the effectiveness of our disclosure controls and procedures. Based upon this evaluation, and the material weaknesses outlined in our Management Report on Internal Control Over Financial Reporting, our management concluded that our disclosure controls and procedures were not effective.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision and with the participation of our management, including our ~~Chief~~our ~~Executive~~chief ~~Officer~~executive officer and ~~Chief~~chief ~~Financial~~financial ~~Officer~~officer (our principal executive officer, principal financial officer and principal accounting officer), we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, ~~2011~~2012 using the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. In our assessment of the effectiveness of internal control over financial reporting as of December 31, ~~2011~~2012, we determined that there were control deficiencies that constituted material weaknesses, as described below:

We do not have an audit committee or a financial expert on our ~~Board~~board of ~~Directors~~directors – While not being legally obligated to have an audit committee, it is management’s view that such a committee, including a financial expert member, is an utmost important entity level control over our financial statements. Currently, the Board of Directors acts in the capacity of the audit committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.

We did not implement appropriate information technology controls – As of December 31, ~~2011~~2012, we retain copies of all financial data and material agreements; however, there is no formal procedure or evidence of normal backup of our data or off-site storage of the data in the event of theft, misplacement or loss due to unmitigated factors.

Accordingly, we concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis by our internal controls.

1925

As a result of the material weaknesses described above, management has concluded that we did not maintain effective internal control over financial reporting as of December 31, ~~2011~~2012 based on criteria established in Internal Control—Integrated Framework issued by COSO.

Yichien Yeh, CPA’s, an independent registered public accounting firm, was not required to and has not issued a report concerning the effectiveness of our internal control over financial reporting as of December 31, ~~2011~~2012.

Continuing Remediation Efforts to Address Deficiencies in our Internal Control Over Financial Reporting

Once we are engaged in a business of merit and have sufficient personnel available, then our Board of Directors, in particular and in connection with the aforementioned deficiencies, will establish the following remediation measures:

1.	Our ~~Board~~board of ~~Directors~~directors will nominate an audit committee and audit committee financial expert.
2.	We will implement formal procedures to ensure that appropriate backup of off-site storage of our data is implemented.

Changes in Internal Control

During the fiscal year ended December 31, ~~2011~~2012 there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

All directors of our company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

Name	Position Held with the Company	Age	Date First Elected or Appointed
Bing Xiao	President, Chief Executive Officer, Chief Financial Officer and Director	6768	February 22, 2010
Ming Zhao	Director	3536	October 28, 2010
Chao Lin	Director	5051	October 28, 2010

Business Experience

The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

2026

Bing Xiao - President, Chief Executive Officer, Chief Financial Officer and Director

Bing Xiao was appointed as our president, chief executive officer, chief financial officer and director on February 22, 2010. Mr. Xiao is the current ~~President~~president of Sichuan Deyang Xiao Bing Health Science Career Training School, a role he has occupied since founding the organization in 2006. He has been the ~~Chairman~~chairman of Chendu Xiao Bing Investment Management Co. since 2003, the same year in which he was granted a patent from the State Intellectual Property Office of China for his invention of a green food. In 2001, Mr. Xiao founded the Institute of Sichuan Deyang Xiao Bing Biotechnology, and he has acted as its president ~~President~~ ever since.

Mr. Xiao has accumulated over twenty~~-two~~ years of experience in the biotechnology industry. He graduated from Chongqing Normal University in 1988.

Ming Zhao – Director

Ming Zhao was appointed as a director of our company on October 28, 2010. From 2001 to 2005, Ming Zhao was employed with The Sixth People’s Hospital of Chengdu in Sichuan Province, China. Since 2005, he has been ~~employed~~ employed with Xiaobing Biotechnology Research Institution of Deyang in Sichuan Province, China, as a researcher and engages in the research of human health. Since March of 2010, Mr. Zhao serves as head of life nurturing department of Xiaobing Life Nurturing and Technology School of Deyang, Sichuan Province, China. Mr. Zhao concentrates on the research of traditional Chinese medical massage and the human gene. He also engages in the digital administration and long-range education of the school. Mr. Zhao is 37 years old and currently resides in Deyang, Sichuan Province, China.

Chao Lin – Director

Chao Lin was appointed as a director of our company on October 28, 2010. From 2001 to 2005, Chao Lin was employed with Deyang TV station as a journalist. Since 2005, he has been employed with Xiaobing Biotechnology Research Institution of Deyang in Sichuan Province, China. Currently, he is a deputy director and engages in the administration aspect of the institution. Since January of 2010, Mr. Lin serves as a vice president of the Xiaobing Life Nurturing and Technology School of Deyang in Sichuan Province, China. Mr. Lin focuses on the research of policy atmosphere, rural issues, new country-side construction, new farmer education and business management. Mr. Lin is 40 years old and currently resides in Deyang, Sichuan Province, China.

Employment Agreements

We have no formal employment agreements with any of our employees, directors or officers.

Family Relationships

There are no family relationships between any of our directors, executive officers and proposed directors or executive officers.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

1.	been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);
2.	had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

1.	been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

2.	had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

3.	been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

2127

3. been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; 4. been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; 5. been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or 6. been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934, ~~requires~~as amended, requires our executive officers and directors and persons who own more than 10% of our common stock to file with the Securities and Exchange Commission ~~initial~~ initial statements of beneficial ownership, reports of changes in ownership and ~~annual~~ annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.

Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended December 31, ~~2011~~2012, all filing requirements applicable to our officers, directors and greater than 10% percent beneficial owners were complied with., with exception of the following:

Name	Number of Late Reports	Number of Transactions Not Reported on a Timely Basis	Failure to File Requested Forms
Xiao Bing ⁽¹⁾	1	1	0

(1) the insider was late filing a Form 4, Statement of Beneficial Ownership.

Code of Ethics

Effective March 11, 2011, our company's board of directors adopted a Code of Business Conduct and Ethics that applies to, among other persons, our company's principal executive officer and our principal financial and accounting officer, as well as persons performing similar functions. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:

~~(1)~~28 ~~honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;~~

(1. honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; 2). full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us; 3. compliance with applicable governmental laws, rules and regulations; 4. the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and 5. accountability for adherence to the Code of Business Conduct and Ethics.

(3) compliance with applicable governmental laws, rules and regulations;

(4) the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and

(5) accountability for adherence to the Code of Business Conduct and Ethics.

Our Code of Business Conduct and Ethics requires, among other things, that all of our company's personnel shall be accorded full access to our president and secretary with respect to any matter which may arise relating to the Code of Business Conduct and Ethics. Further, all of our company's personnel are to be accorded full access to our company's board of directors if any such matter involves an alleged breach of the Code of Business Conduct and Ethics by our president or secretary.

In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly managers and/or supervisors, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal, provincial and state securities laws. Any employee who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to his or her immediate supervisor or to our company's president or secretary. If the incident involves an alleged breach of the Code of Business Conduct and Ethics by the president or secretary, the incident must be reported to any member of our board of directors. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our company's Code of Business Conduct and Ethics by another.

Our Code of Business Conduct and Ethics iswas filed ~~herewith~~ with ~~the~~ the Securities and Exchange Commission as Exhibit 14.1 to ~~this~~our ~~annual~~Annual ~~report~~Report on Form 10-K on March 31, 2011. We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests can be sent to: Chang-On International, Inc. at 514 No. 18 Building, High New Technology Development, Harbin, Heilongjian Province, China.

Board and Committee Meetings

Our board of directors held no formal meetings during the year ended December 31, ~~2011~~2012. All proceedings of the board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada General Corporate Law and our Bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

Nomination Process

As of December 31, ~~2011~~2012, we did not effect any material changes to the procedures by which our shareholders may recommend nominees to our board of directors. Our board of directors does not have a policy with regards to the consideration of any director candidates recommended by our shareholders. Our board of directors has determined that it is in the best position to evaluate our company’s requirements as well as the qualifications of each candidate when the board considers a nominee for a position on our board of directors. If shareholders wish to recommend candidates directly to our board, they may do so by sending communications to the president of our company at the address on the cover of this annual report.

Audit Committee

Currently our audit committee consists of our entire board of directors. We do not have a standing audit committee as we currently have limited working capital and no revenues. With our recent management change however, we have positioned ourselves with an audit committee financial expert and independent director should we be able to raise sufficient funding to execute our business plan. With success we will form an audit, compensation committee and other applicable committees utilizing our directors expertise.

Audit Committee Financial Expert

Our board of directors has determined that it does not have a member of its audit committee that qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K.

Item 11. Executive Compensation

The particulars of the compensation paid to the following persons:

(a) our principal executive officer; (b) each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended December 31, ~~2011~~2012 and ~~2010~~2011; and (c) up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended December 31, ~~2011~~2012 and ~~2010~~2011,

who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensa- tion ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensa- tion ($)	Total ($)
Bing Xiao(1) President, Chief Executive Officer, Chief Financial Officer and Director	~~2011~~2012 ~~2010~~2011	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Guomin Li(2) Former President, Chief Executive Officer, Chief Financial Officer, and Director	2011 2010	N/A Nil	N/A Nil	N/A Nil	N/A Nil	N/A Nil	N/A Nil	N/A Nil	N/A Nil

(1)	Mr. Xiao was appointed the President, Chief Executive Officer, Chief Financial Officer and a director of our company on February 22, 2010.
(2)	Mr. Li resigned as President, Chief Executive Officer, Chief Financial Officer and a director of our company on February 22, 2010.

(1)

Mr. Xiao was appointed the president, chief executive officer, chief financial officer and a director of our company on February 22, 2010.

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors.

2011 Grants of Plan-Based Awards

There were no grants of plan based awards during the year ended December 31, ~~2011~~2012.

Outstanding Equity Awards at Fiscal Year End

There were no outstanding equity awards at the year ended December 31, ~~2011~~2012.

Option Exercises and Stock Vested

During our ~~Fiscal~~fiscal year ended December 31, ~~2011~~2012 there were no options exercised by our named officers.

Compensation of Directors

We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

None of our directors or executive officers or any associate or or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth, as of April 113, ~~2012~~2013, certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Class(1)
Bing Xiao 514 No. 18 Building High New Technology Development Harbin, Heilongjian Province, China	10,000,000 Common Shares	14.9%
Ming Zhao 514 No. 18 Building High New Technology Development Harbin, Heilongjian Province, China	Nil	0%
Chao Lin 514 No. 18 Building High New Technology Development Harbin, Heilongjian Province, China	Nil	0%
Directors and Executive Officers as a Group(1)	10,000,000 Common Shares s	14.9%

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Class⁽¹⁾
Bing Xiao 514 No. 18 Building High New Technology Development Harbin, Heilongjian Province, China	40,000,000 Common Shares	41.11%
Ming Zhao 514 No. 18 Building High New Technology Development Harbin, Heilongjian Province, China	Nil	0%
Chao Lin 514 No. 18 Building High New Technology Development Harbin, Heilongjian Province, China	Nil	0%
Directors and Executive Officers as a Group⁽¹⁾	40,000,000 Common Shares	41.11%

(1) Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on April 113, ~~2012~~2013. As of April 113, ~~2012~~2013 there were 6797,307,366 shares of our company’s common stock issued and outstanding.

Changes in Control

We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change in control of our company.

Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended December 31, ~~2011~~2012, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year -end for the last three completed fiscal years.

Director Independence

We currently act with three ~~(3)~~ directors, consisting of Bing Xiao, Ming Zhao and Chao Lin.

We have determined that Ming Zhao and Chao Lin are independent directors.

Currently our audit committee consists of our entire board of directors. We currently do not have nominating, compensation committees or committees performing similar functions. There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors.

Our board of directors has determined that it does have a member of its audit committee who qualifies as an “audit committee financial expert” as defined in as defined in Item 407(d)(5)(ii) of Regulation S-K.

From inception to present date, we believe that the members of our audit committee and the board of directors have been and are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.

Item 14. Principal Accounting Fees and Services

The aggregate fees billed for the most recently completed ~~fiscal~~ fiscal year ended December 31, ~~2011~~2012 and for fiscal year ended December 31, ~~2010 for~~2011 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by by the accountant in connection with statutory and regulatory filings or ~~engagements~~ engagements for these fiscal periods were as follows:

	Year Ended
	December 31, 2012	December 31, 2011
Audit Fees	31,000	$31,000
Audit Related Fees	Nil	$ Nil
Tax Fees	Nil	$ Nil
All Other Fees	Nil	$ Nil
Total	Nil	$ Nil

	Year Ended
	December 31, 2011	December 31, 2010
Audit Fees	$31,000	$29,000
Audit Related Fees	$ Nil	$Nil
Tax Fees	$ Nil	$Nil
All Other Fees	$ Nil	$Nil
Total	$ Nil	$29,000

Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a)	Financial Statements

	(1)	Financial statements for our company are listed in the index under Item 8 of this document

	(2)	All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

(b)	Exhibits

Exhibit	Description
Number
(3)	(i) Articles of Incorporation; (ii) By-laws
3.1	Amendment to By-Laws (incorporated by reference our Current Report on Form 8-K filed on July 10, 2006).
3.2	Amendment to By-Laws (incorporated by reference our Current Report on Form 8-K filed on April 9, 2007).
3.3	Certificate of Amendment of Certificate of Incorporation filed on April 18, 2007 (incorporated by reference our Current Report on Form 8-K filed on April 23, 2007).
(10)	Material Contracts
10.1	Share Exchange Agreement dated December 18, 2006 between our company and the shareholders of Chang-On International Limited (incorporated by reference to our Current Report on Form 8-K filed on December 19, 2006).
10.2	Indemnity Agreement dated December 29, 2006 among Gold Standard, Inc., the shareholders of Chang- On International Limited, Scott L. Smith and Leonard Burningham (incorporated by reference to our Current Report on Form 8-K filed on January 10, 2007).

Exhibit	Description
Number

(3)	(i) Articles of Incorporation; (ii) By-laws

3.1	Amendment to By-Laws (incorporated by reference our Current Report on Form 8-K filed on July 10, 2006).

3.2	Amendment to By-Laws (incorporated by reference our Current Report on Form 8-K filed on April 9, 2007).

3.3	Certificate of Amendment of Certificate of Incorporation filed on April 18, 2007 (incorporated by reference our Current Report on Form 8-K filed on April 23, 2007).

(10)	Material Contracts

10.1	Share Exchange Agreement dated December 18, 2006 between our company and the shareholders of Chang-On International Limited (incorporated by reference to our Current Report on Form 8-K filed on December 19, 2006).

10.2	Indemnity Agreement dated December 29, 2006 among Gold Standard, Inc., the shareholders of Chang- On International Limited, Scott L. Smith and Leonard Burningham (incorporated by reference to our Current Report on Form 8-K filed on January 10, 2007).

(14)	Code of Ethics

14.1	Code of Ethics (incorporated by reference to our Annual Report on Form 10-K filed on March 31, 2011).

(21)	Subsidiaries of the Registrant

21.1	Chang-On International Limited, a limited liability company incorporated under the laws of Hong Kong Sino Health Management Limited, a limited liability company incorporated under the laws of Hong Kong

(31)	Rule 13a-14(a)/15d-14(a) Certifications

31.1*	Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer.

(32)	Section 1350 Certifications

32.1*	Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer.

Exhibit	Description
Number
(14)	Code of Ethics
14.1	Code of Ethics (incorporated by reference to our Annual Report on Form 10-K filed on March 31, 2011)
(21)	Subsidiaries of the Registrant
21.1	Chang-On International Limited, a limited liability company incorporated under the laws of Hong Kong
(31)	Rule 13a-14(a)/15d-14(a) Certifications
31.1 *	Section 302 Certification under the Sarbanes-Oxley Act of 2002
(32)	Section 1350 Certifications
32.1 *	Section 906 Certification under the Sarbanes-Oxley Act of 2002
(101)**	Interactive Data File (Form 10-K for the year ended December 31, 2011 furnished in XBRL).
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

(101)**	Interactive Data File (Form 10-K for the year ended December 31, 2012 furnished in XBRL).
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

*	Filed herewith.

**	Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

	CHANG-ON INTERNATIONAL, INC.
	(Registrant)
Dated: April 11, 2012	/s/ Bing Xiao
Dated: April 15, 2013	/s/ Bing Xiao
	Bing Xiao
	President, Chief Executive Officer, Chief
	Financial Officer and Director
	(Principal Executive Officer, Principal Financial
	Officer and Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Dated: April 11, 2012	/s/ Bing Xiao
Dated: April 15, 2013	/s/ Bing Xiao
	Bing Xiao
	President, Chief Executive Officer, Chief
	Financial Officer and Director
	(Principal Executive Officer, Principal Financial
	Officer and Principal Accounting Officer)
Dated: April 11, 2012	/s/ Ming Zhao
Dated: April 15, 2013	/s/ Ming Zhao
	Ming Zhao
	Director
Dated: April 11, 2012	/s/ Chao Lin
Dated: April 15, 2013	/s/ Chao Lin
	Chao Lin
	Director

2936

Filing Compare · Chang-On International, Inc.