UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2008~~2009

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

For the transition period from ___________ to ___________

Commission File No. 000-50214

Chaolei Marketing and Finance Company

(Name of small business issuer in its charter)

Florida	65-0968839
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
2416 Lincoln Street, Hollywood, FL 33020 Florida	33020
511 NE 94th Street, # 2 Miami Shores, Fl	33138
(Address of principal executive offices)	(Zip Code)

(305) ~~909~~ 759-~~6987~~2444

(Registrant’s telephone number, including area code)

Securities registered under Section 12(b) of the Exchange Act:

Title of each class registered:	Name of each exchange on which registered:
None	None

Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $0.001 (Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o 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 o 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 past 90 days. Yes x No o

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 Part III of this Form 10-K or any amendment to this Form 10-K. x

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

Large accelerated filer	o	Accelerated filer	o

Non-accelerated filer (Do not check if a smaller reporting company)	o	Smaller reporting company	x

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

As of ~~April~~ 9May 14, ~~2009~~2010, the registrant had 59,~~966~~999,756 shares of its common stock outstanding.

Documents Incorporated by Reference: None.

TABLE OF CONTENTS

		PAGE	~~PAGE~~
	PART I	1	1
ITEM 1.	Business	1	1
ITEM 1A.	Risk Factors	7	2
ITEM 2.	Properties		2
ITEM 1B.	Unresolved Staff Comments	7
ITEM 3.	Legal Proceedings		2
ITEM 2.	Properties	7
ITEM 4.	Submission of Matters to a Vote of Security Holders	7	2
	PART II	2	2
ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2	2
ITEM 6.	Selected Financial Data	3	3
ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	3	3
ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risk	7	7
ITEM 8.	Financial Statements and Supplementary Data	F-	F-
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	17	8
ITEM 9A(T).	Controls and Procedures	17	8
	PART III		9
ITEM 9B.	Other Information
ITEM 10.	Directors, Executive Officers and Corporate Governance		9
	PART III	18
ITEM 11.	Executive Compensation		11
ITEM 10.	Directors, Executive Officers and Corporate Governance	18
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		13
ITEM 11.	Executive Compensation	21
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence		14
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	23
ITEM 14.	Principal Accounting Fees and Services		14
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence	24
	PART IV		15
ITEM 14.	Principal Accounting Fees and Services	24
ITEM 15.	Exhibits, Financial Statement Schedules		15
	PART IV	25
SIGNATURES			16
ITEM 15.	Exhibits, Financial Statement Schedules	25
SIGNATURES		16

SCHEDULE II

EXHIBIT INDEX

FORWARD-LOOKING STATEMENTS

This annual report on Form 10-K and other written reports and oral statements made from time to time by Chaolei Marketing and Finance Company may contain so-called “forward-looking statements,” all of which are subject to risks and uncertainties. Forward-looking statements can be identified by the use of words such as “expects,” “plans,” “will,” “forecasts,” “projects,” “intends,” “estimates,” and other words of similar meaning. One can identify them by the fact that they do not relate strictly to historical or current facts. These statements are likely to address our growth strategy, financial results, ability to raise additional capital and product and development programs. One must carefully consider any such statement and should understand that many factors could cause actual results to differ from our forward looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward looking statement can be guaranteed and actual future results may vary materially.

Information regarding market and industry statistics contained in this annual report on Form 10-K is included based on information available to us that we believe is accurate. It is generally based on industry and other publications that are not produced for purposes of securities offerings or economic analysis. We have not reviewed or included data from all sources, and cannot assure investors of the accuracy or completeness of the data included in this annual report on Form 10-K. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and the additional uncertainties accompanying any estimates of future market size, revenue and market acceptance of products and services. We do not assume any obligation to update any forward-looking statement. As a result, investors should not place undue reliance on these forward-looking statements.

The forward-looking statements included in this annual report on Form 10-K are made only as of the date of this annual report on Form 10-K. We do not intend, and do not assume any obligations, to update these forward looking statements, except as required by law.

PART I

ITEM 1. BUSINESS

General

Chaolei Marketing and Finance Company (previously BioTex Holdings, Inc.) was incorporated on December 17, 1999 under the laws of the State of Florida to engage in any lawful corporate undertaking.

In June, 2005 pursuant to a Stock Purchase Agreement and Share Exchange between the Company and BioTex Corp. (“~~Corp~~BIOTEX”), a Florida corporation, whereby the Company purchased all of the outstanding shares of ~~Corp.~~BIOTEX and ~~Corp.~~ BIOTEX became a wholly owned subsidiary of the Company. BioTex Corp was established in 2003 to develop and employ technologies from around the world to process biomass (plant derived) waste, extract the usable fractions, and then utilize or sell those extractions in further downstream processes.

On December 30, 2005, pursuant to a Stock Purchase Agreement and Share Exchange by and among the Company, ~~Corp~~BIOTEX and BTX Holdings, Inc., a Florida corporation (“BTX”), BTX purchased all of the outstanding shares of ~~Corp~~BIOTEX. Pursuant to the Agreement, the Company transferred all of the outstanding shares of ~~Corp.~~BIOTEX to BTX and ~~Corp.~~BIOTEX became a wholly owned subsidiary of BTX. Since the Company had no other assets than ~~Corp.~~BIOTEX and all of the shares of ~~Corp.~~BIOTEX were transferred to BTX, the Company became a shell company as defined in Rule 12b-2 of the Exchange Act.

On October 22, 2007, we entered into an Agreement to acquire a Marketing and Commission Agreement with Sichuan Chaolei Industry Stock Company, LTD (“CICO”), a company organized in the People’s Republic of China that mines silicon, produces poly- and mono- crystalline silicon ingots and wafers for use in photovoltaic cells and computer chips. Additionally, CICO owns a subsidiary company that produces pipes for hydroelectric projects. Pursuant to this Agreement, the Company agrees to be CICO’s exclusive sales agent throughout the World, in China and outside of China, for all products and services offered by CICO. As consideration for this exclusive right, CICO shall pay the Company a 10% commission on worldwide sales. We issued 53,793,990 shares of common stock to CICO shareholders as identified in Schedule B of the Agreement, as well as 3,000,000 shares of common stock to the individuals identified on Schedule C of the Agreement as a finder’s fee for this transaction. Pursuant to the Agreement, we filed with the state of Florida to change our name to Chaolei Marketing and Finance Company.1

~~New Supply~~On ~~Agreements~~October 22, 2007, we entered into an Agreement to acquire a Marketing and Commission Agreement with Sichuan Chaolei Stock Industry Company, Ltd., (“CICO”), a company organized in the People’s Republic of China that mines silicon, produces poly- and mono- crystalline silicon ingots and wafers for use in photovoltaic cells and computer chips. Additionally, CICO owns a subsidiary company that produces pipes for hydroelectric projects. Pursuant to this Agreement, the Company agrees to be CICO’s exclusive sales agent throughout the World, in China and outside of China, for all products and services offered by CICO. As consideration for this exclusive right, CICO shall pay the Company a 10% commission on worldwide sales. We issued 53,793,990 shares of common stock to CICO shareholders as identified in Schedule B of the Agreement, as well as 3,000,000 shares of common stock to the individuals identified on Schedule C of the Agreement as a finder’s fee for this transaction. Pursuant to the Agreement, we filed with the state of Florida to change our name to Chaolei Marketing and Finance Company.

~~In October,~~Supply 2007, we entered into an agreement with Sichuan Chaolei Stock Industry Company, Ltd., , or CICO, a Chinese company located in Chengdu, Sichuan Province, People’s Republic of China which caused us to become CICO’s exclusive sales and marketing agent worldwide. We will receive a commission of 10% of global sales, payable each month based on our and CICO’s sales figures. On October 22, 2007, the effective date of the transaction, we issued 53,794,042 shares to approximately 2700 shareholders in exchange for the sales and marketing agreement. Additionally, our sole director and officer named a new board of directors, and hired new executive officers, and resigned his positions at the company.Agreements

~~New~~In ~~Sales Contracts~~October, 2007, we entered into an agreement with Sichuan Chaolei Stock Industry Company, Ltd., or CICO, formerly changed to Sichuan Haulin Silicon Energy Resources Co., LTD. In 2009, or HSER, a Chinese company located in Chengdu, Sichuan Province, People’s Republic of China which caused us to become CICO’s exclusive sales and marketing agent worldwide. We will receive a commission of 10% of global sales, payable each month based on our and CICO’s sales figures. On October 22, 2007, the effective date of the transaction, we issued 53,793,990 shares to approximately 2700 shareholders in exchange for the sales and marketing agreement. Additionally, our sole director and officer named a new board of directors, and hired new executive officers, and resigned his positions at the company.

~~In December~~Sales 2007, the Company executed an off-take sales agreement with Canadian Solar, Inc., a Canadian company engaged in the business of research, production, sales and after service of photovoltaic products that convert solar energy into electricity. CSI is producing solar voltaic products and solar power products for a wide range of applications, as well as works with the OEM process for some of the world’s leading solar voltaic companies. It is listed on the NASDAQ stock market under the symbol CSIQ. The Agreement calls for the purchase of these products beginning in 2009 and continuing until 2014. While the Agreement defines the quantities of silicon products to be delivered in each year, it requires delivery agreements to be negotiated and signed at the end of each year for the following year based on current market prices of silicon. Currently, polysilicon products sell for approximately $300 per kilo.Contracts

In December 2007, the Company executed an off-take sales ~~agreements~~agreement with ~~Osung~~Canadian ~~LST Co.~~Solar, ~~Ltd~~Inc., (“CSI”) a ~~Korean~~Canadian company engaged in the business of research, production, sales and after service of photovoltaic products ~~such~~that asconvert solar ~~grade~~energy ~~silicon ingots~~into ~~and wafers~~electricity. ~~Osung~~CSI is ~~listed~~producing onsolar ~~the~~voltaic ~~Korean~~products ~~stock~~and ~~market KOSDAQ~~solar power products for a wide range of applications, and works with some of the world’s leading solar voltaic companies and is listed on NASDAQ under the symbol ~~052420~~CSI.~~KQThe~~ The CSI Agreement calls for the purchase of these products beginning in 2009 and continuing until 2014. While the Agreement defines the quantities of silicon products to be delivered in each year, it requires delivery agreements to be negotiated and signed at the end of each year for the following year based on current market prices of silicon. ~~Currently~~For 2008, polysilicon products ~~sell~~sold for approximately $~~300~~ 100 per kilo. The spot price was in the mid 100’s or lower for 2009. The prediction for the market price in 2010 will continue with a downward trend.

In December 2007, the Company executed off-1-take sales agreements with Osung LST Co., Ltd, a Korean company engaged in the business of research, production, sales and after service of photovoltaic products such as solar grade silicon ingots and wafers. Osung is listed on the Korean stock market under the symbol 052420.KQ. The Agreement calls for the purchase of these products beginning in 2009 and continuing until 2014. While the Agreement defines the quantities of silicon products to be delivered in each year, it requires delivery agreements to be negotiated and signed at the end of each year based on current market prices of silicon.

From January 1, 2008 through March 10, 2010 no new sales contracts were obtained. The Company is approaching new customers to obtain sales contracts from entities around the world, not affected by the May 2008 earthquake.

The Earthquake

The 2008 Sichuan earthquake was a deadly earthquake that measured at 8.0 Ms and 7.9 Mw occurred on May 12, 2008 in Sichuan province of China, killing at least 68,000 people.

Strong aftershocks, some exceeding magnitude 6, continued to hit the area even months after the main quake, causing new casualties and damage.

On November 6, 2008, the central government announced that it will spend 1 trillion yuan (about $146.5 billion) over the next three years to rebuild areas ravaged by the earthquake.

The earthquake left at least 5 million people without housing, although the number could be as high as 11 million. Millions of livestock and a significant amount of agriculture were also destroyed, including 12.5 million animals, mainly birds. In the Sichuan province a million pigs died out of 60 million total. Catastrophe modeling firm AIR Worldwide reported official estimates of insurers' losses at US$1 billion from the earthquake; estimated total damages exceed US$20 billion. It values Chengdu, Sichuan Province’s capital city of 4.5 million people, at around US$115 billion, with only a small portion covered by insurance.

Executive vice governor Wei Hong confirmed on November 21, 2008 that 19,065 identified schoolchildren died, and more than 90,000 people in total were dead or missing in the earthquake. He stated that 200,000 homes had been rebuilt, and 685,000 were under reconstruction, but 1.94 million households were still without permanent shelter. 1,300 schools had been reconstructed, with initial relocation of 25 townships, i`ncluding Beichuan and Wenchuan, two of the most devastated areas. The government spent $441 billion dollars on relief and reconstruction efforts. The Sichuan Hualin Silicon Energy Resources Co., Ltd newly constructed ore processing facility was completely destroyed. The company is part of the economic stimulus package.

Chaolei Marketing and Finance Company (f/k/a BioTex Holdings, Inc.) (the Company) was established to act as a sales, marketing and finance agent of Sichuan Hualin Silicon Energy Resources Co., Ltd formerly Sichuan Chaolei Industry Stock Co, Ltd. (CICO), a company organized in the People’s Republic of China that mines silicon, produces poly- and mono- crystalline silicon ingots and wafers for use in photovoltaic cells and computer chips.

Sichuan Hualin Silicon Energy Resources Co., Ltd, 四川桦林硅晶能源股份有限公司, address is Shuangliu County Economic Development Zone, West Air Hong Kong Air Port Road, West Erduan 1093. There telephone number is Tel: 028-81501122. There fax is Fax:028-81501122. There website is http://www.hualin.sc.cn/

The business of Sichuan Hualin Silicon Energy Resources Co., Ltd is Polysilicon.

Polysilicon is an essential raw material in the production of PV cells. Polysilicon is created by refining quartz or sand to produce electronic-grade or solar-grade polysilicon. The key difference between electronic-grade and solar grade polysilicon is the purity requirement. The purity requirement for solar-grade polysilicon is typically 99.9999%-99.999999% pure, while electronic grade polysilicon tends to be at least 99.9999999% pure. The majority of polysilicon production begins with quartz or sand, which is refined into metallurgical grade silicon, or MG-Si. MG-Si is then purified by various chemical processes. There are two main methods in which this can be accomplished, namely silane-based and trichlorosilane (TCS)-based processes. There are two technologies for producing polysilicon from silane and TCS: the Siemens reactor method and the fluidized bed reactor, or FBR method. In the Siemens reactor process, the silane or TCS gas is introduced into a thermal decomposition furnace (reactor) with high temperature polysilicon rods inside a jacketed bell jar. The silicon contained in the gas will deposit on the heated rods, which gradually grow until the desired diameter has been reached. In the FBR process, silane or TCS gas is introduced into a tube-like reactor in which small polysilicon granules are suspended in the gas stream, referred to as the fluidized bed. The silicon contained in the gas deposits on the surface of the hot granules in the bed until the desired diameter has been reached. The end product is in the form of rods or chunks of polysilicon. The technology in the Siemens reactor was developed in the late 1950’s, is widely implemented, accounting for a majority of the polysilicon production today, and currently produces a higher purity of material.

Silicon Ingots and Wafers

Before polysilicon rods or chunks can be used in PV cells, they must first be converted into ingots, which are cut into wafers. There are two processes for making ingots from polysilicon: the monocrystalline and the multicrystalline process. To make monocrystalline ingots, a single crystal of polysilicon is grown, whereas, multicrystalline ingots are made by melting chunks of polysilicon together in a crucible to form a large block of multicrystalline polysilicon, which is then cut into smaller bricks. The monocrystalline ingot or the multicrystalline brick is then cut into thin wafers, typically using a cable saw. The end product is either a monocrystalline or a multicrystalline silicon wafer.

PV Cells

PV cells are made from silicon wafers. The wafer undergoes a process to combine positive and negative layers on the wafer, attach electrodes, and coat with anti-reflective materials. The performance of a PV cell is measured by its solar radiation conversion efficiency. The solar radiation conversion efficiency is a measure of the net percentage of energy from solar radiation that the PV cell converts into electricity. PV cells made from multicrystalline wafers may have efficiencies in the range of 13-18%, whereas PV cells made from monocrystalline wafers typically have higher efficiencies in the range of 20%, but are more expensive to produce.

PV Modules

PV modules are commonly known as solar panels. A PV module is made by electrically wiring together PV cells in series to increase the total voltage output. The connected cells are laminated in a glass or plastic covering and then framed. The wires connecting the PV cells terminate in a junction box to allow multiple PV modules to be electrically connected in series to further increase the voltage and power output.

Our Strategies

One of our strategies is to grow through increasing the distribution and sales of the silicon products by penetrating existing markets in China and entering new geographic markets around the world. However, many obstacles to entering such new markets exist, including, but not limited to, shipping and delivery costs, costs associated with marketing efforts and maintaining attractive foreign exchange ratios. We cannot, therefore, assure you that we will be able to successfully overcome such obstacles and establish our products in any additional markets. Our inability to implement this growth strategy successfully may have a negative impact on our growth, future financial condition, results of operations or cash flows.

Business Model

The use of the products produced by CICO is highly specialized. They are primarily used by companies in solar energy development, electronics and computer related products. Our initial business model is based on a process where our sales representatives directly contact end users of the silicon and related products produced by CICO and solicit the sales of our products. We will, through our various business contacts, identify and initiate contact with wholesale distributors which may purchase the silicon products. We will then use a combination of direct telephone and in person sales methods to create a market for the product.

Sales Marketing

Supply Concentration

Chaolei Marketing & Finance Company is the exclusive sales marketing agent worldwide for Sichuan Haulin Silicon Energy Resources Co., LTD formerly, Sichuan Chaolei Stock Industry Company, Ltd.,CICO . Chaolei Marketing & Finance Company relies on Sichuan Chaolei Stock Industry Company, Ltd., CICO to fulfill its sales agreements to its customers and by doing so fulfill its compensation agreement to Chaolei Marketing & Finance Company. Sichuan Haulin Silicon Energy Resources Co., LTD formerly, Sichuan Chaolei Stock Industry Company, Ltd., (CICO) accounts for all (100%) of the company’s sales for the year ended December 2009.

During the second quarter of 2008, a major earthquake struck Sichuan province, China. The effects of the earthquake are still being felt. Our main supplier, Sichuan Chaolei Stock Industry, LTD. and two of its customers is located in Sichuan Province. As a result of the earthquake, CICO was forced to halt mining operations temporarily, which has temporarily interrupted our revenues. While the mines of CICO were not to our knowledge impacted, our supplier has faced substantial infrastructure and labor issues. As a result of this event and its aftermath, we earned limited revenues during the first quarter, 2009 and had no revenues through the end of the year and first quarter, 2010

CICO is looking to obtain control of operating company’s not affected by the earthquake so it may fulfill its contractual obligations. A target company has been identified with negotiations ongoing. There is no guarantee that such negotiations will be completed or successful or CICO will resume business – production during 2010 or if at all.

All sales will initially be generated through sales by external sales and marketing representatives, including those at our main supplier, CICO.

Sales and Marketing

Our company employs the direct sales method of getting the product to the worldwide consumer of these highly specialized products. Direct sales can occur in person or via the phone. Indirect, or channel sales typically refers to sales through a reseller including those at our main supplier, CICO. A reseller can order from us directly, from our main supplier, CICO, or from a wholesale distributor. We intend to contract wholesale distributors by territory and they in turn would sell to multiple resellers. In any case, the compensation would be based on the reseller’s volume.

Revenue Model

Our revenue model contemplates a single form of revenue, but from multiple sources. We anticipate earning our revenue based on the success of our sales and marketing efforts provided to our main supplier, CICO, as well as the performance of the off-take agreements signed in December 2007. We will earn a percentage of sales directly related to our efforts. Since we will be processing the sales for our client, we will have a direct and firsthand knowledge of the effectiveness of our efforts. No new contracts have been obtained. There is a question as to the viability of current contracts. There is no guarantee that suppliers will continue to wait for production from Sichuan Hualin Silicon Energy Resources Co., Ltd, We do not expect to generate significant revenue until Sichuan Hualin Silicon Energy Resources Co., Ltd, successfully obtains funding, commences reconstruction and the manufacture and shipment of polysilicon and begin meeting the obligations under its supply contracts.

Recent Developments Related to Liquidity and Capital Resources

We have incurred significant net losses since inception and we have relied on our ability to fund our operations principally through commissions earned and advances under our contract form Sichuan Hualin Silicon Energy Resources Co., Ltd,

Sichuan Hualin Silicon Energy Resources Co., Ltd, in China raises moneys by both registered and unregistered offerings of their securities and prepayments on their long-term polysilicon contracts. Even if we are successful in securing additional long-term polysilicon contracts that could provide additional prepayments, and our existing customers fulfill their obligations to make additional prepayments when due (of which there can be no assurances), we will still need to seek additional financing to complete There polysilicon production facility currently is awaiting funding under reconstruction.

As of April 30, 2010, we had cash and cash equivalents on hand of approximately $20,000 and short term liabilities in excess of that amount. Consequently, there is substantial doubt that we will have sufficient cash to meet all of our obligations as they come due over the next twelve months. We do not expect to generate significant revenue until Sichuan Hualin Silicon Energy Resources Co., Ltd, successfully obtains funding, commence reconstruction and the manufacture and shipment of polysilicon and begin meeting the obligations under our supply contracts.

Employees

AsWe have 1 part-time employee in the USA and a total of ~~April~~ 9eight (8) worldwide. Our president has agreed to allocate a portion of her time to the activities of the Company, ~~2009~~without compensation. The employees also serve as employees of a related company, CICO. Because CICO and CMFC have employees in common and common goals, the ~~Company~~employees ~~has 5~~do ~~part-~~not have to dedicate all their time to their duties to one company or another. Consequently, conflicts of interest may arise with respect to the limited time commitment by such officers and employees.

ITEM 1A. RISK FACTORS

Not applicable because we are a smaller reporting company.

Customer Concentration

Chaolei Marketing & Finance Company is the exclusive sales marketing agent worldwide. Chaolei Marketing & Finance Company relies on CICO to fulfill its sales agreements to its customers and by doing so fulfill its compensation agreement to Chaolei Marketing & Finance Company. Sichuan Chaolei Stock Industry, LTD (CICO) accounts for all (100%) of the companies sales for the year ended December 2009.

During the second quarter of 2008, a major earthquake struck Sichuan province, China. The effects of the earthquake are still being felt. Our main supplier, Sichuan Chaolei Stock Industry, LTD and two of its customers is located in Sichuan Province. As a result of the earthquake, CICO was forced to halt mining operations temporarily, which has temporarily interrupted our revenues. While the mines of CICO were not to our knowledge impacted, our supplier has faced substantial infrastructure and labor issues. As a result of this event and its aftermath, we earned limited revenues during the first quarter, 2009 and had no revenues through the end of the year and first quarter, 2010

CICO is looking to obtain control of an operating company not affected by the earthquake so it may fulfill its contractual obligations. A target company has been identified with negotiations ongoing. There is no guarantee that such negotiations will be completed or successful or CICO will resume business – production during 2010 or if at all.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None

ITEM 2. PROPERTIES

We have no properties and at this time has no agreements to acquire any properties. We currently use the offices of management at no cost to us. Management has agreed to continue this arrangement until further notice.

ITEM 3. LEGAL PROCEEDINGS

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

PART II

ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

NoOur ~~Public~~common ~~Market~~stock ~~for~~commenced ~~Common Stock~~trading on June 3, 2009 and is listed on the Over the Counter Bulletin Board (“OTCBB”) sponsored by the National Association of Securities Dealers, Inc. under the symbol “CHFKOB”.

~~There~~We ~~is no~~have ~~trading~~not ~~market~~declared ~~for~~or paid any cash dividends on our ~~Common~~common ~~Stock~~stock atnor ~~present~~do ~~and~~we ~~there~~anticipate ~~has~~paying ~~been~~any noin ~~trading market~~the toforeseeable ~~date~~future. The ~~There~~payment isof nocash ~~assurance~~dividends ~~that~~in athe ~~trading~~future ~~market~~will be at the discretion of its Board of Directors and will ~~ever~~depend ~~develop or~~upon its earnings levels, ifcapital ~~such~~requirements, aany ~~market~~restrictive ~~does~~loan ~~develop,~~covenants ~~that~~and itother ~~will~~factors ~~continue~~the Board considers relevant. We have no preferred stock outstanding.

The information required by this item with respect to equity compensation plans is set forth under item 11 of this report and incorporated herein by reference.

The reported high and low share bid prices for our common stock from and after June 3, 2009, as reported by the OTCBB are shown below for the periods indicated.

	Price Range
	Low		High
Year ended December 31, 2009
First Quarter (March 31, 2009)	$	n/a	$	n/a
Second Quarter June 30, 2009)	$	0.01	$	0.25
Third Quarter September 30, 2009)	$	0.25	$	0.25
Fourth Quarter (December 31, 2009)	$	0.25	$	0.51

Year ended December 31, 2008
Third Quarter (September 30, 2008)	$	n/a	$	n/a
Fourth Quarter (December 31, 2008)	$	n/a	$	n/a

Minimal Public Market for Common Stock

There is minimal trading market for our Common Stock at present and there has been limited trading market to date. There is no assurance that a trading market will ever develop or, if such a market does develop, that it will continue.

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person's account for transactions in penny stocks and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person's account for transactions in penny stocks, the broker or dealer must (i) obtain financial information and investment experience and objectives of the person; and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form, (i) sets forth the basis on which the broker or dealer made the suitability determination and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading, and about commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Holders

There are 2,~~850~~853 holders of our Common Stock. The issued and outstanding shares of our Common Stock were issued in accordance with the exemptions from registration afforded by Section 4(2) of the Securities Act of 1933.

-2-

Dividends

Since inception we have not paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock, when issued pursuant to this offering. Although we intend to retain our earnings, if any, to finance the exploration and growth of our business, our Board of Directors will have the discretion to declare and pay dividends in the future.

Payment of dividends in the future will depend upon our earnings, capital requirements, and other factors, which our Board of Directors may deem relevant.

Recent Sales of Unregistered Securities

On October 22, 2007, we entered into an Agreement to acquire a Marketing and Commission Agreement with Sichuan Chaolei Industry Stock Company, LTD (“~~Sichuan~~CICO”). Pursuant to this Agreement, the Company agrees to be Sichuan’s sales agent throughout the World, in China and outside of China, for all products and services offered by ~~Sichuan~~CICO. As consideration for this Agreement, we issued 53,793,990 shares of our common stock to ~~Sichuan~~ CICO shareholders and 3,000,000 shares of common stock as a finder’s fee for this transaction.

These shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance of shares by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, the size of the offering, and the manner of the offering. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, these shareholders had the necessary investment intent as required by Section 4(2) since these shareholders agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market, and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.

Equity Compensation Plan Information

The following table sets forth certain information as of December 31, ~~2008~~2009, with respect to compensation plans under which our equity securities are authorized for issuance:

	(a)	(b)	(c)
	_________________	_________________	_________________
	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation	None
Plans approved by
Security holders

Equity compensation	None
Plans not approved
By security holders
Total

ITEM 6. SELECTED FIANANCIAL DATA

Not applicable because we are a smaller reporting company.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS.

The following discussion should be read in conjunction with the ~~Consolidated~~ Financial Statements and Notes thereto appearing elsewhere in this Form 10-K. The following discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 relating to future events or our future performance. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this prospectus. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.

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BUSINESS OVERVIEW

We were incorporated on December 17, 1999 under the laws of the State of Florida to engage in any lawful corporate undertaking. In June, 2005 pursuant to a Stock Purchase Agreement and Share Exchange between the Company and BioTex Corp.(“~~Corp~~BIOTEX”), a Florida corporation, whereby the Company purchased all of the outstanding shares of ~~Corp.~~BIOTEX and ~~Corp.~~BIOTEX became a wholly owned subsidiary of the Company. BioTex Corp was established in 2003 to develop and employ technologies from around the world to process biomass (plant derived) waste, extract the usable fractions, and then utilize or sell those extractions in further downstream processes.

On December 30, 2005, pursuant to a Stock Purchase Agreement and Share Exchange by and among the Company, Corp and BTX Holdings, Inc., a Florida corporation (“BTX”), BTX purchased all of the outstanding shares of Corp. Pursuant to the Agreement, the Company transferred all of the outstanding shares of Corp. to BTX and Corp. became a wholly owned subsidiary of BTX. Since the Company had no other assets than Corp. and all of the shares of Corp. were transferred to BTX, the Company became a shell company as defined in Rule 12b-2 of the Exchange Act. +

On December 30, 2005, pursuant to a Stock Purchase Agreement and Share Exchange by and among the Company, BIOTEX and BTX Holdings, Inc., a Florida corporation (“BTX”), BTX purchased all of the outstanding shares of BIOTEX. Pursuant to the Agreement, the Company transferred all of the outstanding shares of Corp. to BTX and BIOTEX became a wholly owned subsidiary of BTX. Since the Company had no other assets than BIOTEX and all of the shares of BIOTEX were transferred to BTX, the Company became a shell company as defined in Rule 12b-2 of the Exchange Act.

On October 22, 2007, we entered into an Agreement with Sichuan Chaolei Stock Industry Co., Ltd, (“CICO”) a company located in Chengdu, Sichuan Province, People’s Republic of China. Pursuant to the agreement, we acquired a Sales and Marketing Agreement from CICO for 53,793,990 shares of our common stock which provided for us to become the exclusive sales and marketing agent for CICO. The acquisition was approved by the unanimous consent of our Board of Directors on October 22, 20007. Pursuant to the Agreement, we filed an amendment in the State of Florida changing the name of the company to Chaolei Marketing and Finance Company. Pursuant to the Sales and Marketing Agreement, we will receive a commission of 10% of CICO’s worldwide revenues from all sources. While we have signed supply contracts with 2 major customers during the 4th Quarter of 2007, sales of silicon products will show gradual increases until the first quarter of 2009, when full scale delivery should begin.

During the second quarter of 2008, an earthquake struck Sichuan Province, China. The effects of this earthquake are still being felt. Our main supplier, Sichauan Chaolei Industry Stock Co., Ltd is located in Sichuan province. As a result of the earthquake, CICO was forced to halt its mining operations temporarily, which has temporarily interrupted our revenues. It is anticipated that revenues will begin again during the first quarter of 2009.10

~~Results~~ During the second quarter of ~~Operations~~2008, ~~for~~an ~~the~~earthquake ~~Year~~struck ~~Ended~~Sichuan ~~December~~Province, 31China. The effects of this earthquake are still being felt. Our main supplier, ~~2008~~Sichauan ~~Compared~~Chaolei toIndustry Stock Co., Ltd is located in Sichuan province. As a result of the ~~Year~~earthquake, ~~Ended December~~CICO 31was forced to halt its mining operations temporarily, ~~2007~~which has temporarily interrupted our revenues. It is anticipated that revenues will begin again during the third quarter of 2010.

~~The following~~Results ~~table presents the statement~~ of ~~operations~~Operations for the ~~year~~Year ~~ended~~Ended December 31, ~~2008~~2009 asCompared ~~compared~~ to the ~~year~~Year ~~ended~~Ended December 31, ~~2007. The discussion following the table is based on these results.~~2008

	For The Years Ended December 31,
	2008		2007
REVENUE	$	137,365	$	14,489
Total operating expenses		199,592		30,458
NET LOSS	$	(62,166)	$	(15,969	)

The following table presents the statement of operations for the year ended December 31, 2009 as compared to the year ended December 31, 2008. The discussion following the table is based on these results.

	For The Years Ended December 31,
	2009		2008

REVENUE	$	15,677	$	137,175

Total operating expenses		140,632		199,592

NET LOSS	$	(124,955)	$	(62,166	)

Total Revenues

We had revenues of $~~137~~15,~~175~~677 for the year ended December 31, ~~2008~~2009 and $14137,~~489~~175 for the year ended December 31, ~~2007~~2008. This ~~increase~~decrease is attributable to the receipt of lower commissions on sales of Sichuan Chaolei Industry Stock Co, Ltd. pursuant to a Sales and Marketing Agreement entered into by the ~~Companies~~respective company’s on October 1722, 2007. During the first quarter of 2009, CICO sold its pipe facility, the primary basis of commissions to CMFC.

Operating Expenses

Operating expenses for the year ended December 31, ~~2008~~2009 ~~increased~~decreased to $~~199~~140,~~592~~632 from $30199,~~458~~ 592 for the year ended December 31, ~~2007~~2008 representing an ~~increase~~decrease of $~~169~~58,~~134~~960. The increase is attributable to an expansion in the operations of our business pursuant to a Sales and Marketing Agreement entered into by the Company and Sichuan Chaolei Industry Stock Co,, Ltd. on October 17, 2007.

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Net income (loss)

Net loss ~~was~~ of $62124,~~166~~955 for ~~the~~2009 ~~year~~and ~~ended December 31, 2008, compared to~~ $1562,~~969~~166 for ~~the same period ended December 31, 2007, an increase of $46,197~~2008. Our net losses increased because of an expansion in the operations of our business pursuant to a Sales and Marketing Agreement entered into by the Company and Sichuan Chaolei Industry Stock Co, Ltd. on October 17, 2007.

Going Concern

During 2008 a major earthquake struck Sichuan Province, China. The effects of this earthquake disrupted the supply and labor force supporting its sole customer and main supplier (CICO) and they were forced to suspend operations temporarily which have in turn interrupted our revenues.

The financial statements are presented on the basis that the Company is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable length of time. As reflected in the accompanying financial statements, the Company has a net loss of $124,955 for the year ended December 31, 2009, and accumulated net losses of $228,702. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

While the Company believes in the viability of its strategy to improve sales volume and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent on the Company’s ability to further implement its business plan, generate revenue, and secure additional financing. The Company believes it is taking actions to secure additional financing which the Company is currently pursuing, but the Company will not be able to continue as a going concern in the absence of obtaining sufficient funding. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Liquidity and Capital Resources

As of December 31, ~~2008~~2009, we have assets of $8256,~~669~~ 094 consisting of ~~cash of~~ $142,~~567~~300 cash, accounts receivable of $~~14,308~~0 and an intangible ~~assets~~asset of $53,794 and total liabilities of $1250,~~000~~380, compared with December 31, ~~2007~~2008 when we had assets of $~~133~~82,~~235~~ 669 consisting of ~~cash of~~ $6914,~~952~~567 cash, accounts receivable of $14,~~489~~308 and intangible assets of $53,794, and total liabilities of $~~400~~12,000, consisting of accounts payable of $~~400~~12,000.

We believe that we will need additional funding to satisfy our cash requirements for the next twelve months. Completion of our plan of operation is subject to attaining adequate revenue. We cannot assure investors that additional financing will be available. In the absence of additional financing, we may be unable to proceed with our plan of operations.

We intend to hire additional employees for sales, administrative and finance support staff as necessary, though we have no time frame in which we expect to hire such staff. Additional sales staff, when required, will be hired on a commission basis, and administrative and finance support staff will only be hired when revenues are such that the ~~company~~Company can support ~~such~~expanded ~~a staff~~operations. Completion of our plan of operations is subject to attaining adequate revenue. We cannot assure investors that adequate revenues will be generated. In the absence of our projected revenues, we may be unable to proceed with our plan of operations. Even without significant revenues within the next twelve months, we still anticipate being able to continue with our present activities, ~~but we may~~ require financing to ~~potentially~~support ~~achieve~~ our ~~goal of~~minimum ~~profit,~~operations ~~revenue~~ and ~~growth.~~professional expenses overall

We anticipate that our general and administrative expenses for the next 12 months will total $~~183~~188,200.

The breakdown is as follows:

General and Administrative
Legal and Accounting	~~Legal and Accounting~~	$	$55,200	~~45,000~~
	Telecommunications			1,200
Selling Expenses			43,000
	Office Supplies			500
Consulting Fees			36,000
	Postage & Shipping			1,200
Officer Salaries			36,000
	Travel			10,000
Office Expenses			6,000
	Utilities			4,800
Taxes and Licenses			5,000
	Taxes and Licenses			500
Travel			5,000
	Salaries and Wages			120,000
Filing and Registration Costs			2,000
TOTAL			$	183,200
Total			188,200

The foregoing represents our best estimate of our cash needs based on current planning and business conditions. The exact allocation, purposes and timing of any monies raised in subsequent private financings may vary significantly depending upon the exact amount of funds raised and status of our business plan. In the event we are not successful in reaching our initial revenue targets, additional funds may be required and we would then not be able to proceed with our business plan for the development and marketing of our core services. Should this occur, we would likely seek additional financing to support the continued operation of our business. We anticipate that depending on market conditions and our plan of operations, we ~~could~~continue to incur operating losses in the foreseeable future. We base this expectation, in part, on the fact that we may not be able to generate enough gross profit from our business operations to cover our operating expenses.

We anticipate that our operational, and general and administrative expenses for the next 12 months will total approximately $~~183~~188,200. The foregoing represents our best estimate of our cash needs based on current planning and business conditions. The exact allocation, purposes and timing of any monies raised in subsequent private financings may vary significantly depending upon the exact amount of funds raised and our progress with the execution of our business plan. We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that we are required to disclose pursuant to these regulations. In the ordinary course of business, we enter into operating lease commitments, purchase commitments and other contractual obligations. These transactions are recognized in our financial statements in accordance with generally accepted accounting principles in the United States.

-5-

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs)., we will require additional funds to continue to implement and expand our business plan during the next twelve months.

Impairment of Assets

The Company accounts for its long-lived assets in accordance with ASC 360, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“ASC 360”), which requires that long-lived assets be evaluated whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed. Such indicators include significant technological changes, adverse changes in market conditions and/or poor operating results. The carrying value of a long-lived asset group is considered impaired when the projected undiscounted future cash flows is less than its carrying value, and the amount of impairment loss recognized is the difference between the estimated fair value and the carrying value of the asset or asset group. Fair market value is determined primarily using the projected future cash flows discounted at a rate commensurate with the risk involved. In addition, given the shutdown of the CICO in China’s operations, the Company consulted with an outside third party appraiser to help in determining the fair market value or liquidation value of the facility given the shutdown. The purpose of this evaluation was to help to determine whether the fair market or liquidation value of the marketing agreement has an indication of impairment. No such impairment was present. However, as a result of the indefinite shutdown of CICO starting in April 2010, we took an impairment charge of 50% of the asset.

Critical Accounting Policies

~~Our significant~~Management’s ~~accounting~~Discussion ~~policies~~and ~~are~~Analysis ~~summarized in Note 2~~ of ~~our~~Financial ~~financial statements~~Condition ~~included~~and inResults ~~this~~of ~~annual~~Operations ~~report~~is based on ~~Form 10-K for~~ the ~~year~~Company’s ~~ended December~~audited ~~31, 2008. Our~~ financial statements, ~~and~~which ~~related~~have ~~public~~been ~~financial information~~prepared ~~are~~in ~~based~~accordance onwith ~~the~~generally ~~application~~accepted of accounting principles ~~generally accepted~~ in the United States of America (“U.S. GAAP”). ~~GAAP~~The ~~requires~~preparation ~~the~~of ~~use~~these offinancial ~~estimates; assumptions,~~statements ~~judgments~~requires ~~and~~management ~~subjective~~to ~~interpretations~~make ofestimates ~~accounting~~and ~~principles~~ assumptions that ~~have~~affect anthe ~~impact~~reported onamounts ~~the~~of assets, liabilities, ~~revenues~~revenue and ~~expense~~expenses ~~amounts reported.~~and ~~These~~related ~~estimates~~disclosure ~~can~~of ~~also~~contingent ~~affect~~assets ~~supplemental~~and ~~information~~liabilities. ~~contained~~Management ~~in our~~bases ~~external~~its ~~disclosures~~estimates ~~including~~on ~~information~~historical ~~regarding~~experience ~~contingencies, risk~~ and ~~financial~~ ~~condition.~~various Weother ~~believe~~assumptions ~~our~~that ~~use~~it ofbelieves ~~estimates~~to ~~and~~be ~~underlying~~reasonable ~~accounting assumptions~~under ~~adhere~~the tocircumstances, ~~GAAP~~the ~~and~~results ~~are~~of ~~consistently~~which ~~and~~form ~~conservatively~~the ~~applied.~~basis ~~We base~~for ~~our~~making ~~estimates~~judgments onabout ~~historical~~the ~~experience~~carrying ~~and~~values onof ~~various~~assets ~~other~~and ~~assumptions~~ liabilities that weare ~~believe~~not toreadily beapparent ~~reasonable~~from ~~under~~other ~~the circumstances~~sources. Actual results may differ ~~materially~~ from these estimates under different assumptions or conditions. WeAn ~~continue~~accounting policy is deemed to ~~monitor~~be ~~significant~~critical ~~estimates~~if it requires an accounting estimate to be made ~~during~~based on assumptions about matters that are highly uncertain at the ~~preparation~~ oftime ~~our~~the estimate is made, if different estimates reasonably could have been used, or if changes in the estimate that are reasonably likely to occur could materially impact the financial statements.

Our significant accounting policies are summarized in Note 2 of our financial statements included in this annual report on Form 10-K for the year ended December 31, 2009. Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Recent Accounting Pronouncements

~~In December~~New ~~2007, the Financial~~ Accounting Standards Board (FASB) issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51”. This statement improves the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards that require; the ownership interests in subsidiaries held by parties other than the parent and the amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the consolidated statement of income, changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary be accounted for consistently, when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary be initially measured at fair value, entities provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS No. 160 affects those entities that have an outstanding noncontrolling interest in one or more subsidiaries or that deconsolidate a subsidiary. SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Early adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company's financial statements.

Accounting Standards Codification — In ~~March 2008~~June 2009, the ~~FASB~~Financial ~~issued~~Accounting ~~SFAS~~Standards ~~No. 161,~~Board (“~~Disclosures~~FASB”) ~~about~~issued ~~Derivative Instruments~~a ~~and~~standard ~~Hedging~~that ~~Activities,~~established anthe ~~amendment~~FASB ofAccounting ~~FASB~~Standards ~~Statement~~Codification ~~No. 133”~~ (~~SFAS~~the ~~161~~“ASC”)., ~~This~~which ~~statement~~effectively isamended ~~intended~~the tohierarchy ~~improve~~of ~~transparency~~U.S. ingenerally ~~financial reporting~~accepted byaccounting ~~requiring~~principles ~~enhanced~~(“GAAP”) ~~disclosures~~and ofestablished anonly ~~entity’s~~two ~~derivative instruments~~levels of GAAP, authoritative and ~~hedging~~nonauthoritative. ~~activities~~All previously existing accounting standard documents were superseded, and ~~their~~the ~~effects~~ASC onbecame the ~~entity’s~~single ~~financial position~~source of authoritative, ~~financial~~nongovernmental ~~performance~~GAAP, except for rules and ~~cash~~interpretive ~~flows.~~releases ~~SFAS~~of ~~161~~the ~~applies~~Securities toand ~~all derivative~~Exchange ~~instruments~~Commission ~~within~~(“SEC”), ~~the~~which ~~scope~~are sources of ~~SFAS~~authoritative ~~133~~GAAP for SEC registrants. All other non-grandfathered, ~~“Accounting~~non-SEC ~~for~~accounting ~~Derivative Instruments~~literature ~~and~~not ~~Hedging~~included ~~Activities”~~in ~~(SFAS~~the ~~133)~~ASC asbecame ~~well~~nonauthoritative. asThe ~~related~~ASC ~~hedged~~was ~~items, bifurcated~~intended ~~derivatives,~~to ~~and~~provide ~~nonderivative~~access ~~instruments~~to ~~that~~the ~~are~~authoritative ~~designated~~guidance ~~and qualify~~related asto ~~hedging~~a ~~instruments~~particular topic in one place. ~~Entities~~New ~~with~~guidance ~~instruments~~issued ~~subject~~subsequent to ~~SFAS~~June 30, ~~161 must~~2009 ~~provide~~will ~~more~~be ~~robust~~communicated ~~qualitative~~by ~~disclosures~~the ~~and~~FASB ~~expanded~~through ~~quantitative disclosures~~Accounting Standards Updates. ~~SFAS~~The ~~161~~ASC iswas effective ~~prospectively~~ for financial statements ~~issued~~ for ~~fiscal~~interim ~~years~~or ~~and~~annual ~~interim~~reporting periods ~~beginning~~ending after ~~November~~September 15, ~~2008~~2009. We adopted and applied the provisions of the ASC for our year ended December 31, ~~with~~ ~~early~~2009, ~~application~~and ~~permitted.~~have Weeliminated ~~are~~references ~~currently~~to ~~evaluating~~pre-ASC ~~the~~accounting ~~disclosure implications~~standards throughout our financial statements. Our adoption of ~~this~~the ~~statement~~ASC did not have a material impact on our financial statements.

~~In April~~Business 2008, the FASB issued FASB Staff Position (“FSP”) SFAS No. 142-3, “Determination of the Useful Life of Intangible Assets”. This FSP amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”). The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS 141R, and other GAAP. This FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. The Company is currently evaluating the impact of SFAS FSP 142-3, but does not expect the adoption of this pronouncement will have a material impact on its financial position, results of operations or cash flows.Combinations

In ~~May 2008~~December, ~~the~~2007, FASB ~~issued~~ASC ~~SFAS~~850 No“Business Combinations” was adopted. ~~162,~~This ~~“The~~statement ~~Hierarchy~~establishes ofprinciples ~~Generally~~and ~~Accepted Accounting~~requirements ~~Principles”~~for ~~(SFAS~~how ~~162”~~an acquirer a)~~. SFAS~~ ~~162~~recognizes ~~identifies~~and measures in its financial statements the ~~sources of~~identifiable ~~accounting~~assets ~~principles~~acquired, the liabilities assumed and any noncontrolling interest in the ~~framework~~acquiree, ~~for~~b) ~~selecting~~recognizes ~~principles~~and tomeasures bethe ~~used~~ goodwill acquired in the ~~preparation~~business ofcombination ~~financial~~or ~~statements~~a ofgain ~~nongovernmental~~from ~~entities~~a ~~that~~bargain ~~are presented~~purchase inand ~~conformity~~c) ~~with~~determines ~~generally~~what ~~accepted~~information ~~accounting~~to ~~principles~~disclose into enable users of the ~~United~~ ~~States. This~~financial ~~statement~~statements ~~shall~~to beevaluate ~~effective~~the 60nature ~~days~~and ~~following~~financial effects of the ~~SEC’s~~ ~~approval~~business combination. The scope of ~~the~~FASB ~~Public~~ASC ~~Company~~850 ~~Accounting~~is ~~Oversight~~broader ~~Board’s~~than ~~amendments~~the ~~to AU~~scope ~~section~~of ~~411~~SFAS No. 141, which it replaces. The ~~Meaning~~effective date of ~~Present~~FASB ~~Fairly~~ASC in850 ~~Conformity~~is ~~with~~for ~~Generally Accepted~~all ~~Accounting~~acquisitions ~~Principles. The~~in ~~Company~~which the acquisition date is ~~currently~~on ~~evaluating~~ or after the ~~impact~~beginning of ~~SFAS~~the ~~162,~~first ~~but~~annual ~~does~~reporting ~~not~~period ~~expect~~beginning ~~the~~on or after December 15, 2008. The adoption of this ~~pronouncement will~~statement ~~have~~has ano immediate material ~~impact~~effect on ~~its~~the Company’s financial ~~position,~~condition ~~results of operations~~ or ~~cash~~results ~~flows~~of operations.

~~-6-~~ Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB 51

In ~~May 2008~~December, ~~the~~2007, FASB ~~issued~~ASC ~~SFAS~~815 ~~No.~~“Noncontrolling ~~163,~~Interests ~~“Accounting~~in ~~for~~Consolidated Financial ~~Guarantee Insurance~~Statements ~~Contracts-~~– an ~~interpretation~~amendment of ~~FASB~~ARB ~~Statement~~ No. ~~60.~~51” ~~Diversity exists~~was inadopted. ~~practice~~This instatement establishes accounting ~~for~~and ~~financial~~reporting ~~guarantee~~standards ~~insurance~~that ~~contracts~~require a) the ownership interests in subsidiaries held by ~~insurance~~ ~~enterprises~~parties ~~under~~other ~~FASB~~than ~~Statement~~the ~~No.~~parent 60be clearly identified, ~~Accounting~~labeled and ~~Reporting~~presented ~~by Insurance~~in ~~Enterprises.~~the ~~This~~consolidated ~~results~~statement inof ~~inconsistencies~~financial inposition with equity, but separate from the ~~recognition~~parent’s ~~and measurement~~equity, b) the amount of ~~claim~~consolidated ~~liabilities.~~net ~~This~~income ~~Statement~~attributable ~~requires~~to ~~that~~the anparent ~~insurance enterprise~~and ~~recognize~~to athe ~~claim~~noncontrolling ~~liability~~interest ~~prior~~be toclearly anidentified ~~event~~and presented on the face of ~~default~~the ~~(insured event~~consolidated statement of income, c) changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary be accounted for consistently, d) when ~~there~~a subsidiary is ~~evidence~~deconsolidated, ~~that~~any ~~credit~~retained ~~deterioration~~noncontrolling ~~has~~equity ~~occurred~~investment in ~~an insured~~the ~~financial~~former ~~obligation.~~subsidiary ~~This~~be ~~Statement~~initially ~~requires~~measured ~~expanded~~at ~~disclosures~~fair ~~about financial~~value ~~guarantee~~and ~~insurance~~e) ~~contracts.~~entities ~~The~~provide ~~accounting~~sufficient ~~and~~disclosures ~~disclosure requirements~~that ofclearly ~~the~~identify ~~Statement~~and ~~will~~distinguish ~~improve~~between the ~~quality~~interests of ~~information~~the ~~provided to~~parent ~~users~~and the interests of ~~financial~~the ~~statements~~noncontrolling owners. The ~~adoption~~effective date of ~~FASB~~this ~~163~~standard is ~~not~~for ~~expected~~fiscal ~~to have~~years aand interim periods beginning on or after December 15, 2008. The adoption of this statement had no immediate material ~~impact~~effect on the Company’s financial ~~position~~condition or results of operations.

Disclosure about Derivative Instruments and Hedging Activities

In March 2008, FASB ASC 815, “Disclosure about Derivative Instruments and Hedging Activities,” an amendment of FASB Statement No. 133, (SFAS 161) was adopted. This statement requires that objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation. The Company is required to adopt SFAS 161 on January 1, 2009. The Company is currently evaluating the potential impact of FASB ASC 815 on the Company’s financial statements.

Determination of the Useful Life of Intangible Assets

In April 2008, FASB 350-30, “Determination of the Useful Life of Intangible Assets,” was adopted which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of intangible assets under FASB 142 “Goodwill and Other Intangible Assets”. The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of the expected cash flows used to measure the fair value of the asset under FASB 141 (revised 2007) “Business Combinations” and other U.S. generally accepted accounting principles. The Company is currently evaluating the potential impact of FSP FAS 142-3 on its financial statements.

In September 2006, the FASB issued an accounting standard which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The Company adopted this standard on January 1, 2008 for its financial assets and financial liabilities. On January 1, 2009, the Company adopted the fair value measurement requirements for nonfinancial assets and nonfinancial liabilities that are not recognized or disclosed at fair value on a recurring basis. The adoption of this standard did not have a material impact on the Company’s consolidated financial position or results of operations.

In December 2007, now ASC 810, Consolidation (SFAS 160) the Financial Accounting Standards Board (FASB) issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51”. This statement improves the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards that require; the ownership interests in subsidiaries held by parties other than the parent and the amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the consolidated statement of income, changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary be accounted for consistently, when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary be initially measured at fair value, entities provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS No. 160 affects those entities that have an outstanding noncontrolling interest in one or more subsidiaries or that deconsolidate a subsidiary. SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2009. Early adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company's financial statements.

In March 2008, ASC 815-10-50, Derivatives (SFAS 161) the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133” (SFAS 161). This statement is intended to improve transparency in financial reporting by requiring enhanced disclosures of an entity’s derivative instruments and hedging activities and their effects on the entity’s financial position, financial performance, and cash flows. SFAS 161 applies to all derivative instruments within the scope of SFAS 133, “Accounting for Derivative Instruments and Hedging Activities” (SFAS 133) as well as related hedged items, bifurcated derivatives, and nonderivative instruments that are designated and qualify as hedging instruments. Entities with instruments subject to SFAS 161 must provide more robust qualitative disclosures and expanded quantitative disclosures. SFAS 161 is effective prospectively for financial statements issued for fiscal years and interim periods beginning after November 15, 2009, with early application permitted. We are currently evaluating the disclosure implications of this statement.

In May 2008, ASC 105 the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (SFAS 162”). SFAS 162 identifies the sources of accounting principles and the framework for selecting principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. This statement shall be effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board’s amendments to AU section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles. The Company is currently evaluating the impact of SFAS 162, but does not expect the adoption of this pronouncement will have a material impact on its financial position, results of operations or cash flows.

In May 2008, ASC 944 the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts-an interpretation of FASB Statement No. 60.” Diversity exists in practice in accounting for financial guarantee insurance contracts by insurance enterprises under FASB Statement No. 60, Accounting and Reporting by Insurance Enterprises. This results in inconsistencies in the recognition and measurement of claim liabilities. This Statement requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This Statement requires expanded disclosures about financial guarantee insurance contracts. The accounting and disclosure requirements of the Statement will improve the quality of information provided to users of financial statements. The adoption of FASB 163 is not expected to have a material impact on the Company’s financial position.

In April 2009, the FASB issued an accounting standard which affirmed that there is no change in the measurement of fair value when the volume and level of activity for an asset or a liability has significantly decreased. This standard also identifies circumstances that indicate when a transaction is not orderly. The adoption of this standard in the second quarter of 2009 had no material impact on the Company’s financial position and results of operations.

In April 2009, the FASB issued an accounting standard which requires disclosures about the fair value of financial instruments whenever a public company issues financial information for interim reporting periods. This standard became effective in the second quarter of 2009 and did not have a material impact on our financial position and results of operations.

In June 2009, the FASB issued the FASB Accounting Standards Codification (“Codification”). Effective in the third quarter of 2009, the Codification became the single source for all authoritative generally accepted accounting principles (“GAAP”) recognized by the FASB and is required to be applied to financial statements issued for interim and annual periods ending after September 15, 2009. The Codification does not change GAAP and did not impact the Company’s financial position or results of operations.

In August 2009, the FASB issued an accounting standard to provide clarification on measuring liabilities at fair value when a quoted price in an active market is not available. This standard became effective for the Company on October 1, 2009 and did not have a significant impact on its financial position or results of operations.

In October 2009, the FASB issued an accounting standard that amended the rules on revenue recognition for multiple-deliverable revenue arrangements. This guidance establishes a selling price hierarchy for determining the selling price of a deliverable, which is based on: (i) vendor-specific objective evidence; (ii) third-party evidence; or (iii) estimates. This guidance also eliminates the residual method of allocation and requires that arrangement consideration be allocated at the inception of the arrangement to all deliverables using the relative selling price method and also requires expanded disclosures. This standard is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The adoption of this standard is not expected to have any impact on the Company’s financial position and results of operations.

In February 2010, the FASB issued an amendment to a standard which requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement that an SEC filer disclose the date through which subsequent events have been evaluated. The standard was effective upon issuance. The adoption of this standard had no effect on our financial position or results of operations.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).

ITEM 7A. QUANTITIATIVE AND QUALITATIVE DISCLOUSURES ABOUT MARKET RISK

Not applicable because we are a smaller reporting company.

~~-7-~~16

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

CHAOLEI MARKETING AND FINANCE COMPANY

FINANCIAL STATEMENTS

For the years ended December 31, ~~2008~~2009 and ~~2007~~2008

CONTENTS

	Page

Report of Independent Registered Public Accounting Firm	F-2

Balance Sheets	F-3

Statements of Operations	F-4

Statements of Changes in Stockholders' Equity (Deficit)	F-5

Statements of Cash Flows	F-6

Notes to Financial Statements	F-7-14

	Page
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheets	F-3
Statements of Operations	F-4
Statement of Changes in Stockholders' Equity	F-5
Statement of Cash Flows	F-6
Notes to Financial Statements	F-7 - F-13

F-1

Report of Independent Registered Public Accounting Firm

To The Stockholders and Board of Directors

of Chaolei Marketing and Finance Company

We have audited the accompanying balance sheets of as of December 31, ~~2008~~2009 and ~~2007~~2008 and the related statements of operations, changes in stockholders’ equity (deficit) and cash flows for the years ended December 31, ~~2008~~2009 and ~~2007~~2008. 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.

We conducted our ~~audit~~audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audits provided a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Chaolei Marketing and Finance Company as of December 31, ~~2008~~2009 and ~~2007~~2008 and the results of its operations and its cash flows for the years ended December 31, ~~2008~~2009 and ~~2007~~2008 in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements referred to above have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company’s need to seek new sources or methods of financing or revenue to pursue its business strategy, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans as to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Jewett, Schwartz, Wolfe & Associates

Hollywood, Florida

~~April~~May 414, ~~2009~~ 2010

F-2

CHAOLEI MARKETING AND FINANCE COMPANY f/k/a BIOTEX HOLDINGS,INC BALANCE SHEETS
CHAOLEI MARKETING AND FINANCE COMPANY
ASSETS
BALANCE SHEETS
	December 31,			December 31,
	2008			2007
	2009			2008
ASSETS
CURRENT ASSETS
Cash	$	142,~~567~~300		$	6414,~~952~~567
Accounts receivable		14,308			14,489
Account receivable		-			14,308
Total current assets		282,~~875~~300			7928,~~441~~875
Intangible asset		53,794			53,794
INTANGIBLE ASSETS		53,794			53,794
TOTAL ASSETS	$	8256,~~669~~094		$	~~133~~82,~~235~~669
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable	$	12,000		$	400
Account payable and accrued expenses	$	50,380		$	12,000
Total current liabilities		1250,~~000~~380			~~400~~12,000
COMMITMENTS AND CONTINGENCIES
ADVANCE - RELATED PARTY		60,000			-
STOCKHOLDERS’ EQUITY
COMMITMENTS AND CONTINGENCIES		-			-
Preferred stock, $0.001 par value, 10,000,000 shares authorized, none issued and outstanding	$	-		$	-
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.001 par value, 100,000,000 shares authorized, 59,999,756 shares issued and outstanding, as of December 31, 2008 and December 31, 2007		60,000			60,000
Preferred stock, $0.001 par value, 10,000 shares
Additional paid in capital		114,416			114,416
authorized, no shares issued and outstanding		-			-
Accumulated deficit		(103,747	)		(41,581	)
Common stock, $0.001 par value, 100,000,000 shares
Total Stockholders’ Equity		70,669			132,835
authorized, 59,999,756 shares issued and outstanding
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	82,669		$	133,235
as of December 31, 2009 and 2008		114,416			114,416
Additional paid-in capital		60,000			60,000
Accumulated deficit		(228,702	)		(103,747	)
Total stockholders' equity (deficit)		(54,286	)		70,669
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	56,094		$	82,669

The accompanying notes are an integral part of these financial statements.

F-3

CHAOLEI MARKETING AND FINANCE COMPANY f/k/a BIOTEX HOLDINGS,INC STATEMENTS OF OPERATIONS
CHAOLEI MARKETING AND FINANCE COMPANY
	For The Years Ended December 31,
STATEMENTS OF OPERATIONS
	2008			2007
	For the years ended
REVENUE	$	137,175		$	14,489
	December 31,
	2009			2008
REVENUE	$	15,677		$	137,175
OPERATING EXPENSES
Stock compensation		-			-
General and administrative		35,944			77,555
General and administrative		77,555			8,048
Professional fees and costs		104,688			122,037
Professional fees		122,037			22,410
Total operating expenses		140,632			199,592
Total operating expenses		199,592			30,458
INTEREST INCOME		-			251
Other income (expense):
NET LOSS BEFORE PROVISION
Interest income		251			-
FOR INCOME TAXES		(124,955	)		(62,166	)
NET INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES		(62,166	)		(15,969	)
PROVISION FOR INCOME TAXES		-			-
Provision for income taxes		-			-
NET LOSS	$	(124,955	)	$	(62,166	)
NET INCOME (LOSS)	$	(62,166	)	$	(15,969	)
NET LOSS PER SHARE
Net loss per share - basic and diluted	$	0.00		$	(0.00	)
- BASIC AND DILUTED	$	(0.002	)	$	(0.001	)
Weighted average number of shares outstanding during the period - basic and diluted		59,966,756			13,985,861
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING
- BASIC AND DILUTED		59,999,756			59,999,756

The accompanying notes are an integral part of these financial statements.

F-4

CHAOLEI MARKETING AND FINANCE COMPANY f/k/a BIOTEX HOLDINGS,INC STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
CHAOLEI MARKETING AND FINANCE COMPANY
	Preferred Stock						Common Stock				Additional Paid-In		Accumulated Deficit
STATEMENT OF CASH FLOWS
	Shares			Amount			Shares		Amount		Capital					Total
	For the years ended
BALANCE, December 31, 2005		-		$	-		$	1,709,467	$	1,710	$	9,752	$	(15,712	)	$	(4,250	)
	December 31,
Common stock issued services		-			-			816,104		816		1,584		-			2,400
	2009			2008
Net loss, 2006		-			-			-		-		-		(9,900	)		(9,900	)
CASH FLOWS FROM OPERATING ACTIVITIES:
BALANCE, December 31, 2006		-		$	-		$	2,525,571	$	2,526	$	11,336	$	(25,612	)	$	(11,750	)
Net loss	$	(124,955	)	$	(62,166	)
Common stock issued for marketing agreement		-			-			53,793,990		53,794		-		-			53,794
Adjustments:
Common stock issued for services		-			-			3,680,087		3,680		1,320					5,000
Change in assets and liabilities
Capital contributions from related parties		-			-			-		-		101,760					101,760
Accounts receivable		14,308			181
Net Loss, 2007		-			-			-		-		-		(15,969	)		(15,969	)
Accounts payable		38,380			11,600
BALANCE, December 31, 2007		-		$	-		$	59,999,648	$	60,000	$	114,416	$	(41,581	)	$	132,835
Net cash used in operating activities		(72,267	)		(50,385	)
Net Loss, 2008														(62,166	)		(62,166	)
CASH FLOWS FROM FINANCING ACTIVITIES:
BALANCE, December 31, 2008		-		$	-		$	59,999,648	$	60,000	$	114,416	$	(103,747	)	$	70,669
Advances from - related party		60,000			-
Net cash provided by financing activities		60,000			-
NET DECREASE IN CASH		(12,267	)		(50,385	)
CASH - BEGINNING OF PERIOD		14,567			64,952
CASH - END OF PERIOD	$	2,300		$	14,567
SUPPLEMENTAL DISCLOSURE OF NON CASH ACTIVITIES:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-		$	-
Common stock issued for services	$	-		$	-
Non-cash capital contributions from related parties	$	-		$	-

The accompanying notes are an integral part of these financial statements.

F-5

CHAOLEI MARKETING AND FINANCE COMPANY f/k/a BIOTEX HOLDINGS,INC STATEMENTS OF CASH FLOWS
CHAOLEI MARKETING AND FINANCE COMPANY
	For The Years Ended December 31,
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
	2008			2007
											Additional
CASH FLOWS FROM OPERATING ACTIVITIES:
	Preferred stock						Common stock				paid-in		Accumulated
Net loss	$	(62,166	)	$	(15,969	)
	Shares			Amount			Shares		Amount		capital		Deficit			Total
Adjustments to reconcile net income (loss) to net cash provided in operating activities:
BALANCE AT JANUARY 1, 2007		-		$	-			2,525,679	$	2,526	$	11,336	$	(25,612	)	$	(11,750	)
Common stock issued for services		-			5,000
Shares issued for cash		-			-			-		-		-		-			-
Non-cash capital contributions from related parties		-			26,760
Shares issued for non-employee services		-			-			3,680,087		3,680		1,320		-			5,000
Change in assets and liabilities
Shares issued for marketing agreement		-			-			53,793,990		53,794		-		-			53,794
Decrease (increase) accounts receivable		181			(14,489	)
Capital contributions from related parties		-			-			-		-		101,760		-			101,760
Increase (decrease) accounts payable and accrued expenses		11,600			(11,350	)
Net loss for the year ended December 31, 2007		-			-			-		-		-		(15,969	)		(15,969	)
Net cash provided by operating activities		(50,385	)		(10,048	)
BALANCE AT DECEMBER 31, 2007		-			-			59,999,756		60,000		114,416		(41,581	)		132,835
CASH FLOWS FROM FINANCING ACTIVITIES:
Shares issued for cash		-			-			-		-		-		-			-
Capital contribution related parties		-			75,000
Shares issued for non-employee services		-			-			-		-		-		-			-
Net cash provided by financing activities		-			75,000
Net loss for the year ended December 31, 2008		-			-			-		-		-		(62,166	)		(62,166	)
NET INCREASE (DECREASE) IN CASH		(50,385	)		64,952
BALANCE AT DECEMBER 31, 2008		-			-			59,999,756		60,000		114,416		(103,747	)		70,669
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		64,952			-
Shares issued for cash		-			-			-		-		-		-			-
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	14,567		$	64,952
Shares issued for non-employee services		-			-			-		-		-					-
Supplemental disclosure of non cash investing & financing activities:
Net loss for the year ended December 31, 2009		-			-			-		-		-		(124,955	)		(124,955	)
Cash paid for income taxes	$	-		$	-
BALANCE AT DECEMBER 31, 2009		-		$	-			59,999,756	$	60,000	$	114,416	$	(228,702	)	$	(54,286	)
Cash paid for interest expense	$	-		$	-
Common stock issued for services	$	-		$	5,000
Non-cash capital contributions from related parties	$	-		$	26,760

The accompanying notes are an integral part of these financial statements.

F-6

CHAOLEI MARKETING AND FINANCE COMPANY

NOTES TO FINANCIAL STATEMENTS

December 31, ~~2008~~2009 and ~~2007~~2008

NOTE 1 – ORGANIZATION

Organization

Chaolei Marketing and Finance Company (the “Company”) [f/k/a BioTex Holdings, Inc.) ~~(the~~and ~~Company)~~previously ~~was established~~Capital toVentures ~~act~~Group ~~as a sales~~I, ~~marketing~~Inc.] ~~and~~was ~~finance~~incorporated ~~agent~~on ofDecember ~~Sichuan Chaolei Industry Stock Co~~17, ~~Ltd.~~1999 ~~(CICO),~~under athe ~~company~~laws ~~organized~~of in the ~~People’s~~State ~~Republic~~ of ~~China~~ ~~that~~Florida ~~mines~~to ~~silicon,~~engage ~~produces poly- and mono- crystalline silicon ingots and wafers for use~~ in ~~photovoltaic~~any ~~cells~~lawful ~~and~~corporate ~~computer chips. Additionally~~undertaking, ~~CICO~~ ~~owns~~including, abut ~~subsidiary~~not ~~company~~limited ~~that produces~~to, ~~pipes~~selected ~~for~~mergers ~~hydroelectric~~and ~~projects~~acquisitions.

~~Biotex Holdings~~In 2007 the Company changed its name to Chaolei Marketing and Finance Company to act as a sales, ~~Inc.~~marketing ~~(previously~~and ~~Capital~~finance ~~Ventures~~agent ~~Group~~of ISichuan Chaolei Industry Stock Co, ~~Inc~~Ltd. (CICO), ~~was~~a ~~incorporated~~company ~~on December~~organized 17in the People’s Republic of China that mines silicon, ~~1999~~produces ~~under~~poly- ~~the~~and ~~laws~~mono- ofcrystalline ~~the~~silicon ~~State~~ingots ofand ~~Florida~~wafers tofor ~~engage~~use in ~~any~~photovoltaic ~~lawful corporate~~cells ~~undertaking,~~and ~~including~~computer chips. Additionally, CICO ~~but~~owns ~~not~~a ~~limited~~subsidiary ~~to,~~company ~~selected~~that ~~mergers~~produces ~~and acquisitions~~pipes for hydroelectric projects.

The ~~financial~~ ~~statements are presented on the basis that the~~ Company is aprimarily ~~going concern,~~operated ~~which~~by ~~contemplates~~its ~~the~~officers ~~realization~~who ofare ~~assets~~also ~~and~~employed ~~the~~by ~~satisfaction~~CICO ~~of liabilities~~ in ~~the normal course of business over a reasonable length of time~~China. The Company ~~has~~maintains ~~incurred~~an ~~operating~~office ~~losses~~in ~~since~~the ~~its~~United ~~inception.~~States ~~This~~in ~~condition raises~~the ~~substantial~~offices ~~doubt~~of asits toAssistant ~~the~~Secretary ~~Company’s~~located ~~ability~~in toMiami ~~continue~~Shores, ~~as a going concern~~Florida.

~~As reflected~~Going in the accompanying financial statements, the Company has a net loss of $62,166 for the year ended December 31, 2008, and accumulated net losses of $103,747. These factors raise substantial doubt about the Company’s ability to continue as a going concern.Concern

~~While~~During ~~the Company~~2008 ~~believes~~a inmajor ~~the~~earthquake ~~viability~~struck ofSichuan ~~its strategy to improve sales volume and in its ability to raise additional funds~~Province, ~~there can be no assurances to that effect~~China. The ~~ability~~effects of ~~the~~this ~~Company~~earthquake todisrupted ~~continue as a going concern is dependent on~~ the ~~Company’s~~supply ~~ability~~and tolabor ~~further~~force ~~implement~~supporting its ~~business~~sole ~~plan,~~customer ~~generate revenue,~~ and ~~secure~~main ~~additional~~supplier ~~financing.~~(CICO) ~~The~~and ~~Company~~they ~~believes~~were itforced ~~is taking actions~~ to ~~further~~suspend ~~implement~~operations ~~its~~temporarily ~~business plan and generate revenue, including additional financing~~ which ~~the~~have ~~Company is currently pursuing, but the Company will not be able to continue as a going concern~~ in ~~the~~turn ~~absence~~interrupted ofour ~~obtaining sufficient funding~~revenues. ~~The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.~~

~~NOTE~~The 2financial ~~- SUMMARY~~statements OFare ~~SIGNIFICANT~~presented ~~ACCOUNTING~~on ~~POLICIES~~the basis that the Company is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable length of time. As reflected in the accompanying financial statements, the Company has a net loss of $124,955 for the year ended December 31, 2009, and accumulated net losses of $228,702. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

~~Use~~While the Company believes in the viability of ~~Estimates~~ its strategy to improve sales volume and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent on the Company’s ability to further implement its business plan, generate revenue, and secure additional financing. The Company believes it is taking actions to secure additional financing which the Company is currently pursuing, but the Company will not be able to continue as a going concern in the absence of obtaining sufficient funding. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Estimates that are critical to the accompanying financial statements arise from the determination of the fair value of the Company’s investment. Because such determination involves subjective judgment, it is at least reasonably possible that the Company’s estimates could change in the near term with respect to this matter.

F-7

CHAOLEI MARKETING AND FINANCE COMPANY

NOTES TO FINANCIAL STATEMENTS

December 31, ~~2008~~2009 and ~~2007~~2008

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

Revenue Recognition

The Company derives its revenue from the sale of mined silicon, and poly- and mono-crystaline silicon ingots and wafers. The Company presents revenue in accordance with ~~Staff~~FASB ~~Accounting~~ASC ~~Bulletin~~605-10 ~~(SAB) No. 104~~ “Revenue Recognition in Financial Statements”. Under ~~SAB~~this ~~104~~guidance, revenue is realized when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable and collectability is reasonably assured.

Accounts Receivable

The Company is required to estimate the collectability of its accounts receivable. The Company's reserve for doubtful accounts is estimated by management based on a review of historic losses and the age of existing receivables from specific customers. The Company considers all accounts receivable collectible as of December 31, 2009 and, therefore, no reserve has been recorded. The Company had no accounts receivable as of December 31, 2009. All accounts receivable as of December 31, 2008 were fully collectable and, therefore, no reserve has been recorded.

Concentration of Credit Risk

During the years ended December 31, ~~2008~~2009 and ~~2007~~2008 one customer accounted for 100% of the Company's sales.

Income Taxes

The Company accounts for income taxes under ~~Statement~~FASB ofASC ~~Financial Accounting Standards (SFAS) No. 109~~740, “Accounting for Income Taxes ~~(SFAS No~~.” ~~109).~~ Deferred income tax assets and liabilities are determined based upon differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Due to the net loss incurred in all periods, there is no provision for income taxes provided as a full valuation allowance has been established.

Net Loss Per Share

Basic and diluted net losses per common share are presented in accordance with SFAS No.128, Earning Per Share (SFAS No. 128), for all periods presented.

Stock-Based Compensation

In December 2004, Financial Accounting Standards Board (FASB) issued SFAS No. 123 (revised 2004), Share-Based Payment, (SFAS No. 123(R)) which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation (SFAS No. 123). SFAS No. 123(R) supersedes Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, (APB No. 25). SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. Additionally, SFAS No. 123(R) amends the presentation of the statement of cash flows and requires additional annual disclosures. SFAS No. 123(R) is effective for public companies beginning with the first interim period that begins after June 15, 2005. In April 2005, the Securities and Exchange Commission adopted a new rule that postponed the effective date for SFAS No. 123(R) to the fiscal year beginning after June 15, 2005. The Company has adopted SFAS No. 123(R) on January 1, 2006, but as the Company does not have an option plan, there will be no effect upon implementation.

F-8

CHAOLEI MARKETING AND FINANCE COMPANY

NOTES TO FINANCIAL STATEMENTS

December 31, ~~2008~~2009 and ~~2007~~2008

Net Loss Per Share

Basic and diluted net losses per common share are presented in accordance with FASB ASC 260, “Earning Per Share,” for all periods presented.

Stock-Based Compensation

In December 2004, Financial Accounting Standards Board (FASB) issued FASB ASC 718 (revised 2004), Share-Based Payment, (SFAS No. 123(R)) which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation (SFAS No. 123). SFAS No. 123(R) supersedes Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, (APB No. 25). SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. Additionally, SFAS No. 123(R) amends the presentation of the statement of cash flows and requires additional annual disclosures. SFAS No. 123(R) is effective for public companies beginning with the first interim period that begins after June 15, 2005. In April 2005, the Securities and Exchange Commission adopted a new rule that postponed the effective date for SFAS No. 123(R) to the fiscal year beginning after June 15, 2005. The Company has adopted SFAS No. 123(R) on January 1, 2006, but as the Company does not have an option plan, there will be no effect upon implementation.

Goodwill and Indefinite-Lived Intangible Assets

In accordance with ~~SFAS~~FASB ~~No.~~ASC ~~142~~350, "Goodwill and Other Intangible Assets," goodwill represents the excess of the purchase price and related costs over the value assigned to net tangible and identifiable intangible assets of businesses acquired and accounted for under the purchase method, acquired in business combinations is assigned to reporting units that are expected to benefit from the synergies of the combination as of the acquisition date. Under this standard, goodwill and intangibles with indefinite useful lives are no longer amortized. The Company assesses goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter, or more frequently if events and circumstances indicate impairment may have occurred in accordance with ~~SFAS~~FASB ~~No.~~ASC ~~142~~350.

If the carrying value of a reporting unit's goodwill exceeds its implied fair value, the Company records an impairment loss equal to the difference. ~~SFAS~~FASB ~~No.~~ASC ~~142~~ 350 also requires that the fair value of indefinite-lived purchased intangible assets be estimated and compared to the carrying value. The Company recognizes an impairment loss when the estimated fair value of the indefinite-lived purchased intangible assets is less than the carrying value. The Company currently carries $53,794 as an intangible asset associated with the acquisition of the sales and marketing agreement with CICO. ~~The~~ While CICO has been forced to temporarily suspend mining operations due to the collateral impact of a major earthquake in China, inasmuch as the mines were not directly impacted. Further, this related party has provided additional funding to the Company for continuing operations to reduce the impact of a lack of commission sales, thus the Company does not believe any impairment of this asset has occurred as of December 31, ~~2008~~2009. ~~and, therefore,~~There ~~has~~can ~~recorded~~be no ~~loss~~assurance ~~from~~that ~~impairment~~CICO incan ~~its~~or ~~Statement~~will ~~of Operations~~continue to fund our operations indefinitely.

Long-Lived Assets

The Company's accounting policy regarding the assessment of the recoverability of the carrying value of long-lived assets, including property and equipment and purchased intangible assets with finite lives, is to review the carrying value of the assets, annually, during the fourth quarter, or whenever events or changes in circumstances indicate that they may be impaired. If this review indicates that the carrying value will not be recoverable, as determined based on the projected undiscounted future cash flows, the carrying value is reduced to its estimated fair value.

NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS

Business Combinations

In December, 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (hereinafter “SFAS No. 141 (revised 2007)”). This statement establishes principles and requirements for how an acquirer a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree, b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase and c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The scope of SFAS No. 141 (revised 2007) is broader than the scope of SFAS No. 141, which it replaces. The effective date of SFAS No. 141 (revised 2007) is for all acquisitions in which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The adoption of this statement has no immediate material effect on the Company’s financial condition or results of operations.

F-9

CHAOLEI MARKETING AND FINANCE COMPANY

NOTES TO FINANCIAL STATEMENTS

December 31, ~~2008~~2009 and ~~2007~~2008

~~Noncontrolling~~Long-Lived ~~Interests in Consolidated Financial Statements – an amendment of ARB 51~~Assets

~~In December,~~The ~~2007,~~Company's ~~the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51” (hereinafter “SFAS No. 160”). This statement establishes~~ accounting ~~and~~policy ~~reporting~~regarding ~~standards that require a)~~ the ~~ownership~~assessment ~~interests~~of ~~in subsidiaries held by parties other than~~ the ~~parent~~recoverability beof ~~clearly identified, labeled and presented in~~ the ~~consolidated~~carrying ~~statement~~value of ~~financial~~long-lived ~~position with equity~~assets, ~~but~~including ~~separate~~property ~~from the~~and ~~parent’s~~equipment ~~equity,~~and b)purchased ~~the~~intangible ~~amount~~assets ofwith ~~consolidated~~finite ~~net~~lives, ~~income~~is ~~attributable~~ to ~~the~~ ~~parent~~review ~~and to~~ the ~~noncontrolling~~carrying ~~interest~~value beof ~~clearly~~the ~~identified~~assets, ~~and presented~~annually, onduring the ~~face~~fourth ofquarter, ~~the~~or ~~consolidated~~whenever ~~statement~~events ofor ~~income, c)~~ changes in ~~a parent’s~~circumstances ~~ownership~~indicate ~~interest~~that ~~while~~they ~~the~~may ~~parent retains its controlling financial interest in its subsidiary~~ be ~~accounted~~impaired. ~~for~~If ~~consistently,~~this d)review ~~when~~indicates athat ~~subsidiary is deconsolidated, any retained noncontrolling equity investment in~~ the ~~former~~carrying ~~subsidiary be initially measured at fair~~ value ~~and~~will e)not ~~entities provide~~be ~~sufficient~~recoverable, ~~disclosures that~~as ~~clearly~~determined ~~identify~~based ~~and~~on ~~distinguish between~~ the ~~interests~~projected ofundiscounted ~~the~~future ~~parent~~cash ~~and the~~flows, ~~interests of~~ the ~~noncontrolling~~ ~~owners.~~carrying ~~The~~value ~~effective date of this standard~~ is ~~for~~reduced ~~fiscal~~to ~~years and~~its ~~interim~~estimated ~~periods~~fair ~~beginning on or after December 15, 2008~~value. ~~The adoption of this statement had no immediate material effect on the Company’s financial condition or results of operations.~~

~~Disclosure~~NOTE ~~about~~3 ~~Derivative Instruments~~– ~~and~~RECENT ~~Hedging~~ACCOUNTING ~~Activities~~STANDARDS & PRONOUNCEMENTS

InNew ~~March 2008,~~Accounting the FASB issued SFAS No. 161, “Disclosure about Derivative Instruments and Hedging Activities,” an amendment of FASB Statement No. 133, (SFAS 161). This statement requires that objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation. The Company is required to adopt SFAS 161 on January 1, 2009. The Company is currently evaluating the potential impact of SFAS No. 161 on the Company’s financial statements.Standards

~~Determination~~Accounting Standards Codification — In June 2009, the Financial Accounting Standards Board (“FASB”) issued a standard that established the FASB Accounting Standards Codification (the “ASC”), which effectively amended the hierarchy of U.S. generally accepted accounting principles (“GAAP”) and established only two levels of GAAP, authoritative and nonauthoritative. All previously existing accounting standard documents were superseded, and the ~~Useful Life~~ASC became the single source of ~~Intangible~~authoritative, ~~Assets~~nongovernmental GAAP, except for rules and interpretive releases of the Securities and Exchange Commission (“SEC”), which are sources of authoritative GAAP for SEC registrants. All other non-grandfathered, non-SEC accounting literature not included in the ASC became nonauthoritative. The ASC was intended to provide access to the authoritative guidance related to a particular topic in one place. New guidance issued subsequent to June 30, 2009 will be communicated by the FASB through Accounting Standards Updates. The ASC was effective for financial statements for interim or annual reporting periods ending after September 15, 2009. We adopted and applied the provisions of the ASC for our year ended December 31, 2009, and have eliminated references to pre-ASC accounting standards throughout our financial statements. Our adoption of the ASC did not have a material impact on our financial statements.

In April 2008, the FASB issued FSP FAS 142-3, “Determination of the Useful Life of Intangible Assets,”, which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of intangible assets under FASB 142 “Goodwill and Other Intangible Assets”. The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of the expected cash flows used to measure the fair value of the asset under FASB 141 (revised 2007) “Business Combinations” and other U.S. generally accepted accounting principles. The Company is currently evaluating the potential impact of FSP FAS 142-3 on its financial statements.

NOTE 4 – AGREEMENTS

On December 1, 2007, the Company entered into a 6 month employment agreement with its Assistant Secretary. The Company is obligated to pay to our Assistant Secretary $5,000 on the 15th of every month beginning December 15, 2007 and ending May 15, 2008. On April 12, 2008, the Company entered in to a 6 month employment agreement with its Assistant Secretary. The Company is obligated to pay to our Assistant Secretary $5,000 on the 15th of every month beginning June 1, 2008 and ending December 31, 2008. On December 9, 2008, the agreement was extended until March 31, 2009.

F-10

CHAOLEI MARKETING AND FINANCE COMPANY

NOTES TO FINANCIAL STATEMENTS

December 31, ~~2008~~2009 and ~~2007~~2008

On ~~December~~Subsequent 1, 2007 the Company entered into a 12 month Consulting Agreement with a consulting company to provide regulatory compliance, business development and other ancillary business services. The Company is obligated to pay the Consultant $5,000 per month, beginning December 1, 2007 and ending November 30, 2008. On December 9, 2008, the agreement was extended until March31, 2009.Events

~~NOTE~~In May 2009, the FASB issued ASC 855, Subsequent Events, which provides guidance on events that occur after the balance sheet date but prior to the issuance of the financial statements. ASC 855 distinguishes events requiring recognition in the financial statements and those that may require disclosure in the financial statements. Furthermore, ASC 855 requires disclosure of the date through which subsequent events were evaluated. These requirements are effective for interim and annual periods after June ~~5 – NOTES PAYABLE~~15, 2009. We adopted these requirements for the year ended December 31, 2009, and have evaluated subsequent events through May 13, 2010.

Fair Value Measurements and Disclosures

In August 2009, the FASB issued ASU 2009-05 which includes amendments to Subtopic 820-10, “Fair Value Measurements and Disclosures—Overall”. The update provides clarification that in circumstances, in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more of the techniques provided for in this update. The amendments in this ASU clarify that a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of the liability and also clarifies that both a quoted price in an active market for the identical liability at the measurement date and the quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are Level 1 fair value measurements. The guidance provided in this ASU is effective for the first reporting period, including interim periods, beginning after issuance. The adoption of this standard did not have a material impact on the Company’s financial position and results of operations.

In September 2009, the FASB has published ASU No. 2009-12, “Fair Value Measurements and Disclosures (Topic 820) - Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)”. This ASU amends Subtopic 820-10, “Fair Value Measurements and Disclosures – Overall”, to permit a reporting entity to measure the fair value of certain investments on the basis of the net asset value per share of the investment (or its equivalent).

F-11

CHAOLEI MARKETING AND FINANCE COMPANY

NOTES TO FINANCIAL STATEMENTS

December 31, 2009 and 2008

NOTE 4 – AGREEMENTS

On April 12, 2008, the Company entered in to a 6 month employment agreement with its former Assistant Secretary and was obligated to pay to our Assistant Secretary $5,000 on the 15th of every month beginning June 1, 2008 and ending December 31, 2008. On December 9, 2008, the agreement was extended until March 31, 2009. On July 15, 2009, the Company entered into a 12 month employment agreement with its current Assistant Secretary and is obligated to pay him $3,000 on the 15th of every month. As of December 31, 2009, the Company has accrued $18,000 in deferred compensation to our current Assistant Secretary.

On December 1, 2007 the Company entered into a 12 month consulting agreement with a consulting company to provide regulatory compliance, business development and other ancillary business services. The Company is obligated to pay the Consultant $5,000 per month, beginning December 1, 2007 and ending November 30, 2008. On December 9, 2008, the agreement was extended until March 31, 2009. On July 15, 2009, the Company entered into a 12 month consulting agreement with its current Assistant Secretary who is also a licensed CPA in the State of Florida, and, is obligated to pay his professional firm $3,000 on the 1st day of every month.

NOTE 5 – RELATED PARTY PAYABLE

On November 14, 2007, the Company borrowed $1,000 from a related party. The note was unsecured, bears interest at 10% and was due December 31, 2007. The note and accrued interest was fully repaid as of December 31, 2007.

During 2009, CICO advanced funds to the Company to meet our regulatory and other obligations totaling $60,000. These advances are not interest bearing and can be offset against future revenues, if any, due for this related party in the future. Subsequent to the December 31, 2009, CICO advanced an additional $30,000 to the Company on the same terms as the prior advances.

F-12

CHAOLEI MARKETING AND FINANCE COMPANY

NOTES TO FINANCIAL STATEMENTS

December 31, 2009 and 2008

NOTE 6 – EQUITY

InOn ~~March~~ October 22, 2007, pursuant to a Sales and Marketing Agreement, (the”SMA”) by and between the Company ~~issued~~and ~~680~~Sichuan Chaolei Industry Stock Co.,~~087~~ Ltd. (“CICO”), the Company purchased the right to act as CICO’s exclusive worldwide sales, marketing and finance agent for 56,794,042 shares of common stock, of which 53,794,042 were distributed to the CICO shareholders on a 1 for 1 basis, and 3,000,000 were distributed as consulting fees to an independent consultant of CICO’s. These shares were valued at $23,000. ~~for services~~Pursuant to the SMA, the Company will receive 10% of all worldwide sales of CICO from the beginning of time and ending on October 22, 2057. As a result, the Company began operations as a sales and marketing agent, and is no longer a public shell corporation.

~~During 2007,~~NOTE ~~related~~7 ~~parties~~– ~~paid~~INCOME ~~$26,760 of bills on behalf of the Company and contributed $75,000 in working capital. The Company recorded the transactions as capital contributions in the amount of $101,760.~~TAXES

~~On October~~At ~~22,~~December ~~2007~~31, ~~pursuant~~2009 ~~to a Sales~~ and ~~Marketing~~2008 ~~Agreement,~~we ~~(the~~had ~~”SMA”)~~deferred ~~by and~~tax ~~between~~assets ~~the~~principally ~~Company~~arising ~~and~~from ~~Sichuan Chaolei Industry Stock Co., Ltd. a company organized under~~ the ~~laws~~net ofoperating ~~China~~loss ~~(“CICO”),~~carry ~~the~~forwards ~~Company~~for ~~purchased~~income ~~the~~tax ~~right~~purposes ~~to act~~multiplied asby ~~CICO’s~~an ~~exclusive~~approximate ~~worldwide~~expected ~~sales,~~rate ~~marketing~~of ~~and~~40.5%. ~~finance~~As ~~agent~~management ~~for 56,794,042 shares~~ of ~~common stock, of which 53,794,042 were distributed to~~ the ~~CICO~~ ~~shareholders~~Company oncannot adetermine 1that ~~for~~it 1is ~~basis,~~more ~~and~~likely ~~3,000,000~~than ~~were~~not ~~distributed~~that ~~as consulting~~we ~~fees~~will torealize anthe ~~independent~~benefit ~~consultant~~ of ~~CICO’s~~the ~~. These~~deferred ~~shares were~~tax ~~valued at $3~~assets,~~000. Pursuant~~ toa ~~the~~valuation ~~SMA,~~allowance ~~the~~equal ~~Company~~to ~~will receive 10% of all worldwide sales of CICO from~~ the ~~beginning~~deferred oftax ~~time~~asset ~~and~~has ~~ending~~been ~~on October~~established ~~22,~~at ~~2057.~~December ~~As a result~~31, ~~the~~2009 ~~Company began operations as a sales~~ and ~~marketing~~ ~~agent, and is no longer a public shell corporation~~2008.

~~Reverse Stock~~The ~~Split~~significant components of the deferred tax asset at December 31, 2009 and 2008 were as follows:

On October 19, 2007, the Company's stockholders approved a 1 for 2.9408 reverse stock split for its common stock. As a result, stockholders of record at the close of business on October 19, 2007, received one shares of common stock for every ten shares held. Common stock, additional paid-in capital and share and per share data for prior periods have been restated to reflect the stock split as if it had occurred at the beginning of the earliest period presented.

	2009			2008
Current:
Federal	$	-		$	-
State		-			-
Deferred:
Federal		(31,982	)		(9,325	)
State		(6,854	)		(3,419	)
Tax (benefit) from the decrease in valuation allowance		38,836			12,744
Provision (benefit) for income taxes, net	$	-		$	-

~~NOTE 6 – INCOME TAXES~~F-13

At December 31, 2008 and 2007 we had deferred tax assets principally arising from the net operating loss carry forwards for income tax purposes multiplied by an approximate expected rate of 40.5%. As management of the Company cannot determine that it is more likely than not that we will realize the benefit of the deferred tax assets, a valuation allowance equal to the deferred tax asset has be established at December 31, 2008.

F-11

CHAOLEI MARKETING AND FINANCE COMPANY

NOTES TO FINANCIAL STATEMENTS

December 31, ~~2008~~2009 and ~~2007~~2008

~~The significant~~NOTE ~~components~~7 of– ~~the~~INCOME ~~deferred~~TAXES ~~tax~~– ~~asset at December 31, 2008 and 2007 were as follows:~~(Continued)

	2008			2007
Current:
Federal	$	-		$	-
State		-			-
Deferred:
Federal		(21,758	)		(5,510	)
State		(3,419	)		(878	)
Tax (benefit) from the decrease in valuation allowance		25,177			6,388
Provision (benefit) for income taxes, net	$	-		$	-

The difference between income tax expense computed by applying the federal statutory corporate tax rate and actual income tax expense is as follows:

	2008
Statutory federal income tax rate		35.00%
Statutory federal income tax rate	35.0%
State income taxes		5.50%
State income taxes	5.5%
Other		- %
Other	- %
Valuation allowance		-40.50%
Valuation allowance	(40.5)%
Effective tax rate		0.00%
Effective tax rate	(0.0 )%

Deferred income taxes result from temporary differences in the recognition of income and expenses for the financial reporting purposes and for tax purposes. The net deferred tax assets and liabilities are comprised of the following:

	2008
	2009
Net operating loss-carryforwards	$	103,747
Net operating loss-carry forwards	$	228,702
Depreciation and amortization		-
Other		-
Deferred income tax asset	$	~~103~~228,~~747~~702

The tax effect of these temporary differences representing deferred tax asset and liabilities result principally from the following:

	2008
Deferred tax assets:	$	-
Current		-
Non-current		42,017
Less: valuation allowance		(42,017	)
Net deferred income tax asset	$	-

The Company has made a 100% valuation allowance of the deferred income tax asset at December 31, 2009, as it is not expected that the deferred tax assets will be realized. The net increase in valuation allowance during the year ended December 31, 2009 was $31,982.

The Company has made a 100% valuation allowance of the deferred income tax asset at December 31, 2008, as it is not expected that the deferred tax assets will be realized. The net increase in valuation allowance during the year ended December 31, 2008 was approximately $18,789.

	2009
Deferred tax assets:	$	-
Current		-
Non-current		72,444
Less: valuation allowance		(72,444	)
Net deferred income tax asset	$	-

F-1214

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

No.

ITEM 9A(T). CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Management's Annual Report on Internal Control Over Financial Reporting.

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Our internal control system was designed to, in general, provide reasonable assurance to the Company’s management and board regarding the preparation and fair presentation of published financial statements, but because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, ~~2008~~2009. The framework used by management in making that assessment was the criteria set forth in the document entitled “ Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, our management has determined that as of December 31, ~~2008~~2009, the Company’s internal control over financial reporting was effective for the purposes for which it is intended.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report.

Changes in Internal Control over Financial Reporting

No change in our system of internal control over financial reporting occurred during the period covered by this report, fourth quarter of the fiscal year ended December 31, ~~2008~~2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~-8-~~17

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Our executive officers and directors and their ages as of ~~April~~May 711, ~~2009~~2010 are as follows:

Name	Age	Position	Date Appointed
Fan Luo	5255	President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, and Chairman of the Board of Directors	October 22, 2007
Cuiling Jia	43	Director	October 22, 2007
Zhong Hua Liao Xueji Lei Li Bohai Yu Qingzhi Hu Stuart D. Cooper	27 53 45 56 32 65	Director and Secretary Vice President Vice President of Finance Director General Counsel Assistant Secretary and Director	October 22, 2007 October 22, 2007 October 22, 2007 May 15, 2009 May 15, 2009 August 5, 2009
Chaoyi Zhong(1)	44	Director	May 27, 2008
Zhou Bin	66	Director	October 22, 2007
Zhong Hua	25	Director and Secretary	October 22, 2007
Liu Xingyou	63	Vice President	October 22, 2007
Zhou Qin	46	Vice President	October 22, 2007
Liao Xueji	53	Vice President	October 22, 2007
Lei Li	43	Vice President of Finance	October 22, 2007

~~Note (1): Effective May 27, 2008 Mr. Shan Wang resigned as a member of our Company's Board of Directors.~~ The ~~resignation~~following ~~was~~changes ~~not the result of any disagreement with the Company on any matter relating~~ to the Company'’s ~~operations,~~directors ~~policies~~and ~~or practices.~~officers ~~Effective May~~have ~~27, 2008, Mr.Chaoyi Zhong was appointed to fill the vacancy on the Board of Directors.~~ occurred:

~~Set~~On ~~forth below~~May is15, a2009, ~~brief description of~~ the ~~background~~following ~~and~~people ~~business~~resigned ~~experience~~as Directors of ~~our executive officers and directors for~~ the ~~past five years.~~Company:

Cuiling Jia, Chaoyi Zhong, Zhong Bin, Liu Xingyou

Subsequent Event on March 13,2010 the following people resigned as Directors of the Company:

Wen Xiao

On May 15, 2009, the following people were appointed as Directors of the Company:

Wen Xiao

Yu Bohai

Also, on May 15, 2009, the following person was hired as general counsel of the Company:

-	Hu Qingzhi, General Counsel

Also on August 5, 2009 the following person was added as Director of the company

-	Stuart D. Cooper

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On May, 15, 2009, Cuiling Jia, Chaoyi Zhong, Zhong Bin, Liu Xingyou as Directors of the Company. The resignations were for unspecified reasons but were not the result of any disagreement with the Company or any matter relating to the Company’s operations, policies or practices.

On May, 15, 2009, the Company appointed Wen Xiao and Yu Bohai as Directors of the Company.

On May, 15, 2009, the Company hired Hu Qingzhi to serve in the position of General Counsel to the Company.

Subsequent Event on March 13,2010 the following people resigned as Directors of the Company:

Wen Xiao

Also on August 5, 2009 the following person was added as Director of the company

-	Stuart D. Cooper

Fan Luo, Chairman, President, CEO, CFO and Principal Accounting Officer

Mrs. Luo, our President, CEO, CFO and Chairman of the Board of Directors, has been engaged in senior administrative work in government and Metallurgy enterprise. She has rich experience in management as well as business administration, and great foresight in technical fields. She is also the President and Chairman of Sichuan Chaolei Industrial Stock Co, Ltd., which is located in Chengdu, Sichuan Province, China, and has led that company to become a silicon production enterprise with a promising future. She currently holds a Masters degree in Metallurgy and a MBA.

~~Cuiling Jia, Director~~18

Ms. Jia earned a bachelor degree in economics management. Prior to joining the Company, she was engaged in the securities brokerage field for 11 years. She was the director of securities brokerage at Tiantong Securities Co., LTD. She passed the qualification examination of national security brokerage, proxy security issuing and security investment consulting. She is a licensed securities broker in China

Chaoyi Zhong, Director

Mr. Zhong is a senior economic manager and visiting professor who has worked in government, universities, and enterprises in China. He has successively served in various executive officer and board positions in China state owned enterprises, as well as foreign-owned enterprises. Mr. Zhong has rich theoretical knowledge and practical experience in enterprise management, production management, asset and capital operation.

-9-

Zhou Bin, Director

Zhou Bin graduated from Lanzhou University with a Masters Degree in nuclear physics. At the Chinese Academy of Science, Zhou Bin has been engaged in exploration and design of industrial automatic products and applications of computer for over 10 years prior to joining the Board of CMFC. He presided over the building of the computer center in the Xinjiang Weiwuer autonomous region in China. He completed an independent study in Great Britain of the computer automatic test as well as data acquisition and processing system data was collected from over 3530 employees of Solartron Company. Zhou Bin earned a provincial award for advancement in the field of science and technology for the national science foundation project of young scholars where studies were completed on superficial exposure depths and its effect on the body and on optical fiber super-micronutrient analysis systems. Zhou also presided over a national five-year plan research and development project---“12-4K-2-03: completing the exploration of 12 industrial automatic products through cooperation, and gaining national award.

Zhong Hua, Director and Secretary

Zhong Hua, age 2426, graduated from Sichuan Normal University, majoring in tourism and art design. Zhong was once a clerk of Chengdu Jiazhou international hotel and China Railway Container Transportation Co., Ltd.

~~Liu~~Xueji ~~Xingyou~~Liao, Vice President

~~Liu Xingyou~~Liao Xueji, age 6254, ~~has~~was ~~over~~once ~~twenty~~the ~~years~~colonel ~~experience~~ in the ~~legal~~People’s ~~field~~Liberation Army. Liao ~~Liu~~has ~~was once~~many ~~the~~years ~~president~~ of ~~the~~enterprise ~~People’s~~management ~~Court~~experience. Liao ofcompleted ~~Sichuan~~multiple ~~Province,~~thesis ~~and~~for ~~an investigator~~the inChina ~~the~~Military ~~CPC~~Library ~~Pengzhou~~and ~~Municipal~~Contemporary ~~Party~~National ~~Committee~~Defense Library of China. Liao ~~Liu~~was ~~has~~once athe ~~strong professional~~deputy ~~knowledge~~executive president of ~~law,~~Sichuan ~~administrative~~Longtan ~~management~~Mineral ~~and~~Water ~~good~~Plant ~~organization~~ and ~~planning~~deputy ~~abilities~~executive manager of Chaoran Water Industry CO., LTD.

Zhou Qin, Vice President

Zhou Qin, age 45, earned a masters degree in aviation and space navigation system engineering and management engineering at North-West Industrial University. A former air force colonel in the People’s Liberation Army, Zhou was at the head of the educational administration department and director of the teaching planning office, the managing officer of Air Force Equipment Plant of Chengdu Military Region and the assistant general manager of the Sichuan Traffic and Oilseeds Company.

Liao Xueji, Vice President

Liao Zueji, age 52, was once the colonel in the People’s Liberation Army. Liao has many years of enterprise management experience. Liao completed multiple theses for the China Military Library and Contemporary National Defense Library of China. Liao was once the deputy executive president of Sichuan Longtan Mineral Water Plant and deputy executive manager of Chaoran Water Industry CO.,LTD.

Lei Li, Vice President of Finance

Lei Li, age 4244, headed up the finance department of the Nitrogenous Fertilizer Plant and Insulated Materials CO.,LTD in Sichuan Ya’an. Lei was an audit assistant in the Sichuan Zhongheng Accountant Office and department manager of Sichuan Qianjing Accounting Company.

~~None~~Bohai ~~of the officers or directors have any material plan~~Yu, ~~contract~~Director or– ~~arrangement~~Age ~~to which~~__ - anDirector ~~officer~~– orMay ~~director is a party or in which he or she participates that is entered into in connection with the triggering event or any grant or award to any such covered person under any such plan~~15, ~~contract or arrangement in connection with any such event.~~2009

~~Term~~Mr. Yu serves as the Chairman of ~~Office~~ the Board and Corporate Representative of Sichuan Yuansen Industrial Development Co., Ltd. He has been engaged in business management work for several decades. His honors include the 1997 Shandong Province “Outstanding Young Factory Manager”, and the 1997 – 2002 Yantai City “Top-notch Professional and Technical Personnel”. He is also the beneficiary of a number of achievements in scientific research including the Provincial or Ministerial Progress Prize in science and technology and the State-level Key New Product. Under his leadership, Yuansen has been honored with many awards, such as the Shandong Hi-tech Enterprise, the “AAA” credit rating enterprise of the Agricultural Bank of China, the Shangdong Provincial Valuable Contract and Promise Keeping Enterprise.

Qingzhi Hu – General Counsel – May 15, 2009

Qingzhi Hu was born in Dazhu, China in 1977. Mr. Hu graduated from the Law School of Sichuan University, and earned his certificate of qualification as a lawyer in 2000. He has participated in enterprise planning and operations on multiple occasions for several enterprises. In 2006, he received the title of Chengdu Outstanding Young Attorney.

Appointment of Officer

Effective August 5, 2009, the Directors appointed Mr. Stuart Cooper as assistant secretary, registered agent and a member of our Board of Directors. The business background description of Mr. Cooper is as follows:

Stuart D. Cooper – Age 65 – Assistant Secretary and Director – August 5, 2009

Stuart D. Cooper, Certified Public Accountant, is a consultant and auditor in the area of Public Companies, Securities Regulatory Compliance, and Regulatory Compliance for Financial Institutions for over 40 years. He has aided many companies in structuring there financial transactions, obtaining access to capital and where applicable going public. He is qualified as an expert witness in the areas of securities, business evaluation, accounting issues and interpretation, and tax at State, Federal and Appellate levels. He is founder and chief executive officer of many corporations including Private Funding, a troubled debt restructuring entity. With an expertise in bank litigation Consulting Services through Legal Counsel for Financial Institutions, he aids Company’s through the process of going public from understanding, to concept, to reverse merger or IPO. He coordinates Legal, Accounting, Filing, Edgarization, Shareholder Matters, Contracts, and Valuation. In prior years, he consulted to Financial Institutions for portfolios completeness, aiding Financial Institutions to resale of Bond and Loan Inventories. Mr. Cooper developed a new Financial Instrument to recapitalize Financial Institutions. He invented and tested products for HP, Ti, IBM and Verbatim.

There is no family relationship between Mr. Cooper and our current Director and Officer. Mr. Cooper has not been nor is he a party to any transaction within the last fiscal year, or any currently proposed which we are a party.

Resignation of Officer

Effective August 5, 2009, Mr. Bruce S. Trulio resigned as the Assistant Secretary of our company. There were no disagreements between Mr. Trulio and us or any officer or director of the Company.

Effective July 11, 2009, Mr. Zhou Bin resigned as the Director of our company. Effective September1, 2009, Mr. Zhao Qin resigned as the Vice General Manager of our company. Mr. Zhou and Mr. Zhou’s resignations were due to their personal reasons and there were no disagreements between Mr. Zhou, Mr. Zhou and us or any officer or director of the Company.

Effective March 19, 2010, Mr. Wen Xiao resigned as Director of the Company. There were no disagreements between Mr. Xiao and us or any officer or director of the Company.

Effective May 27, 2009 Mr. Shan Wang resigned as a member of our Company's Board of Directors. The resignation was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. Effective May 27, 2009, Mr. Chaoyi Zhong was appointed to fill the vacancy on the Board of Directors.

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

All officers and directors listed above will remain in office until the next annual meeting of our stockholders, and until their successors have been duly elected and qualified. There are no agreements with respect to the election of Directors. We have not compensated our Directors for service on our Board of Directors, any committee thereof, or reimbursed for expenses incurred for attendance at meetings of our Board of Directors and/or any committee of our Board of Directors. Officers are appointed annually by our Board of Directors and each Executive Officer serves at the discretion of our Board of Directors. We do not have any standing committees. Our Board of Directors may in the future determine to pay Directors’ fees and reimburse Directors for expenses related to their activities.

-10-

None of our Officers and/or Directors have filed any bankruptcy petition, been convicted of or been the subject of any criminal proceedings or the subject of any order, judgment or decree involving the violation of any state or federal securities laws within the past five (5) years.

Audit Committee

We do not have a standing audit committee of the Board of Directors. Management has determined not to establish an audit committee at present because of our limited resources and limited operating activities do not warrant the formation of an audit committee or the expense of doing so. We ~~do not~~ have a financial expert serving on the Board of Directors orand employed as an officer based on management’s belief ~~that~~Stuart ~~the~~Cooper ~~cost~~is ~~of obtaining the services of~~ a person who meets the criteria for a financial expert under Item 401(e) of Regulation S-B1 is beyond its limited financial resources and the financial skills of such an expert are simply not required or necessary for us to maintain effective internal controls and procedures for financial reporting in light of the limited scope and simplicity of accounting issues raised in its financial statements at this stage of its development.

Involvement in Certain Legal Proceedings

To our knowledge, during the past five (5) years, none of our directors, executive officers, promoters, control persons, or nominees has been:

§	the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

§	convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

§	subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

§	found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law.

Auditors; : Code of Ethics; Financial Expert

We ~~do not~~ have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Furthermore, because we are only beginning our commercial operations, at the present time, we believe the services of a financial expert are not warranted.

Potential Conflicts of Interest

We are not aware of any current or potential conflicts of interest with any of our executives or directors.

ITEM 11. EXECUTIVE COMPENSATION

Compensation of Executive Officers

Our officers and directors have received compensation in the form of common stock for services rendered to us, and are not accruing any compensation pursuant to any agreement with us. However, our officers and directors anticipate receiving benefits as beneficial shareholders of us and, possibly, in other ways.

~~-11-~~21

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year	Salary ($)		Bonus ($)	Stock Awards ($)		Option Awards ($)	Non-Equity Incentive Plan Compensation ($)		Non-Qualified Deferred Compensation Earnings ($)	All Other Compensation ($)		Totals ($)
Fan Luo President, CEO, CFO, and	~~2008~~2009		0	0		0	0		0	0		0	0
Chairman	~~2007~~2008		0	0		0	0		0	0		0	0
Cuiling Jia	2008		0	0		0	0		0	0		0	0
Zhong Hua Secretary and	2009		0	0		0	0		0	0		0	0
Director	~~2007~~2008		0	0		0	0		0	0		0	0
Chaoyi Zhong Director (1)	2008		0	0		0	0		0	0		0	0
Liao Xueji	2009		0	0		0	0		0	0		0	0
			0	0		0	0		0	0		0	0
Vice President	2008		0	0		0	0		0	0		0	0
Zhou Bin	2008		0	0		0	0		0	0		0	0
Lei Li Vice President	2009		0	0		0	0		0	0		0	0
Director	2007		0	0		0	0		0	0		0	0
Bohai, Yu of Finance	2009		0	0		0	0		0	0		0	0 0
Zhong Hua Secretary and	2008		0	0		0	0		0	0		0	0
Cooper, Stuart of Director	2009		0	0		0	0		0	0		0	0 0
Director	2007		0	0		0	0		0	0		0	0
Liu Xingyou	2008		0	0		0	0		0	0		0	0
Vice President	2007		0	0		0	0		0	0		0	0
Zhou Qin	2008		0	0		0	0		0	0		0	0
Vice President	2007		0	0		0	0		0	0		0	0
Liao Xueji	2008		0	0		0	0		0	0		0	0
Vice President	2007		0	0		0	0		0	0		0	0
Lei Li Vice President	2008		0	0		0	0		0	0		0	0
of Finance	2007		0	0		0	0		0	0		0	0

~~Note~~Option ~~(1): Effective~~Grants ~~May 27, 2008 Mr~~Table. ~~Shan~~There ~~Wang~~were ~~resigned~~no asindividual agrants ~~member~~ of ~~our~~stock ~~Company's~~options ~~Board of~~to ~~Directors.~~purchase ~~The~~our ~~resignation~~common ~~was~~stock ~~not~~made ~~the~~to ~~result of any disagreement with~~ the ~~Company~~ onexecutive ~~any~~officer ~~matter~~named ~~relating~~in to the ~~Company's~~Summary ~~operations,~~Compensation ~~policies~~Table ~~or practices.~~through ~~Effective May~~April 279, ~~2008, Mr~~2010.~~Chaoyi Zhong was appointed to fill the vacancy on the Board of Directors.~~

Option Grants Table. There were no individual grants of stock options to purchase our common stock made to the executive officer named in the Summary Compensation Table through April 9, 2009.

Aggregated Option Exercises and Fiscal Year-End Option Value Table. There were no stock options exercised during period ending April 9, 2009 by the executive officer named in the Summary Compensation Table.

Long-Term Incentive Plan (‘LTIP’) Awards Table. There were no awards made to a named executive officer in the last completed fiscal year under any LTIP.

Compensation of Directors

Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, directors in such capacity.

-12-

Employment Agreements

We do not have any employment agreements with our officers or directors currently.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the ownership of our capital stock, as of April 9, 2009, for: (i) each director; (ii) each person who is known to us to be the beneficial owner of more than 5%of our outstanding common stock; (iii) each of our executive officers named in the Summary Compensation Table; and (iv) all of our current executive officers and directors of as a group. Except as otherwise indicated in the footnotes, all information with respect to share ownership and voting and investment power has been furnished to us by the persons listed. Except as otherwise indicated in the footnotes, each person listed has sole voting power with respect to the shares shown as beneficially owned.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner	Percent of Class (1)
Common Stock	Luo Fan No.7, Unit 2, Building 3, No.14, South West Fuqin Road, Jinniu District Chengdu, Sichuan 610031 China	10,621,226	1817.7%
Common Stock	Cuiling Jia No.101, Unit 2, Buliding 4 No.29 South Dongguan Street Penglai Shandong 265600 China	3,727,092	6%
Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock	Zhong Hua No.3, Unit3, Building 2 No.99,Baojai Lane,Qingyang District Chengdu, Sichuan 610017 China Liao Xueji No. 26 Ping’an St. Chenghua District Chengdu China Peoples Republic 61000 Bohai Yu No. 54 anxiang yu3Ia village liujagou to penglai china peoples republic 265600 Lei Li No.19,Unit2,Building7 No.18,Xinkang Road Ya'an Sichuan China 625000 Qingzhi Hu Guanyin Town Cazhu County, Dazhu China, Peoples Republic 635100 Stuart D. Cooper 511 NE 94th St. #2 Miami Shores, FL USA 33138 All officers and directors as a group (7 persons) [1] Laws of attribution and control: Cooper family holdings 640,000 Stuart Cooper: Stuart Cooper cpa llc 580,088 Stuart Cooper: total 1,220,088 -13-	690,379 159,318 1,062,122 53,106 53,106 1,220,088 Total 13,859,345	1.15% .27% 1.77% 0.1% 0.1% 2.01%*[1] 23.1%
Common Stock	Zhou Bin No.426,Unit3,Building4 No.79 4th Section of 1st Ring Road Jinjiang District Chengdu Sichuan 610031 China	53,106	0.09%
Common Stock	Zhong Hua No.3, Unit3, Building 2 No.99,Baojai Lane,Qingyang District Chengdu, Sichuan 610017 China	690,379	1.15%
Common Stock	Liu Xingyou No.16,Zhengfu Street Pengzhou Sichuan 611944 China	531,061	0.81%
Common Stock	Liao Xueji No.11,Unit2,Building1 No.26,Ping'an Street Chenghua District Chengdu Sichuan 610000 China	159,398	0.27%
Common Stock	Lei Li No.19,Unit2,Building7 No.18,Xinkang Road Ya'an Sichuan 625000 China	53,106	0.09%
Common Stock	Chaoyi Zhong (1) Address:	0	0%
Common Stock	Zhou Qin Address:	0	0%
Common Stock	All officers and directors as a group (9 persons)	15,144,989	25%

~~Note~~Based ~~(1): Effective~~on ~~May 27~~59,999,756 ~~2008~~shares ~~Mr. Shan Wang resigned as a member~~ of our ~~Company's~~common ~~Board of~~stock ~~Directors.~~issued ~~The~~and ~~resignation~~outstanding ~~was~~as ~~not the result~~ of ~~any disagreement with the Company on any matter relating to the Company's operations, policies or practices. Effective~~ May 2710, ~~2008, Mr~~2010. ~~Chaoyi Zhong was appointed to fill the vacancy on the Board of Directors.~~

~~-13-~~23

Based on 59,999,756 shares of our common stock issued and outstanding as of April 9, 2009.

Securities authorized for issuance under equity compensation plans.

We have no equity compensation plans.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

We currently use the offices of management at no cost to us. Management has agreed to continue this arrangement until we complete an acquisition or merger.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

For our fiscal year ended December 31, 2008, we were billed ~~approximately~~ $1417,~~000~~500 for professional services rendered for the audit and reviews of our financial statements. For our fiscal year ended December 31, ~~2007~~2009, we were billed approximately $ 1415,~~926~~000 for professional services rendered for the audit and reviews of our financial statements.

Audit Related Fees

For our fiscal years ended December 31, ~~2008~~2009 ~~and~~we ~~2007~~incurred audit related fees of $3,075. For 2008 we did not incur any audit related fees.

Tax Fees

For our fiscal years ended December 31, ~~2008~~2009 and ~~2007~~2008, we ~~were~~incurred ~~billed 0~~$925.00 and $1,000 in fees, respectively for professional services rendered for tax compliance, tax advice, and tax planning.

All Other Fees

The Company did not incur any other fees related to services rendered by our principal accountant for the fiscal years ended December 31, ~~2008~~2009 and ~~2007~~ 2008.

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 thereunto duly authorized.

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before our auditor is engaged by us to render any auditing or permitted non-audit related service, the engagement be:

-	approved by our audit committee; or

entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee's responsibilities to management.

We do not have an audit committee. Our entire board of directors pre-approves all services provided by our independent auditors. The pre-approval process has just been implemented in response to the new rules. Therefore, our board of directors does not have records of what percentage of the above fees were pre-approved. However, all of the above services and fees were reviewed and approved by the entire board of directors either before or after the respective services were rendered.

~~-14-~~24

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

a) Documents filed as part of this Annual Report

1. Financial Statements

2. Financial Statement Schedules

3. Exhibits


Exhibit No.	Title of Document


31.1	Rule 13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer

31.2	Rule 13a-14(a)/ 15d-14(a) Certification of Chief Financial Officer

32.1	Section 1350 Certification of Chief Executive Officer

32.2	Section 1350 Certification of Chief Financial Officer

~~-15-~~25

SIGNATURES

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

	Chaolei Marketing and Finance Company
Date: April 9, 2009	By:	/s/ Luo Fan
Date: May 14, 2010	By:	/s/ Luo Fan
		Luo Fan
		Chairman of the Board of Directors, Chief Executive Officer, Chief Financial Officer, Controller, 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.

Name	Title	Date
/s/Luo Fan	Chairman of the Board of Directors,	~~April~~May, 914, ~~2009~~2010
Luo Fan	CEO, CFO, Controller and Principal Accounting Officer

~~-16-~~26

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