form10-v12final.htm - Generated by SEC Publisher for SEC Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

——————————

FORM 10-K/A

Amendment No. 1

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED ON APRIL 30, 2010

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

Commission file number: 000-32505

L & L ENERGY, INC.

(Exact name of small Business Issuer as specified in its charter)

NEVADA

91-2103949

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

130 Andover Park East, Suite 200, Seattle, WA		98188
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code: (206) 264-8065

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

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (and was required to file) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K or any amendments 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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ] Accelerated filer [X] Non-accelerated filer [ ] Smaller reporting company [ ]

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

The aggregate market value of the common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of November 6, 2009 was: $111,868,711

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of July 12, 2010 there were 29,136,212 shares of common stock outstanding, with par value of $0.001.

Part II

Item 6. Selected Financial Data

	Years Ended April 30,

	2010	2009	2008
Statements of Operations Data:
Revenues	$ 109,217,838	$ 40,938,128	$ 23,381,508
Cost of Revenues	57,036,887	17,946,206	21,994,429
Gross Profit	52,180,951	22,991,922	1,387,079
Total Operating Expenses	9,855,351	3,996,795	887,464
Income from Operations	42,325,600	18,995,127	499,615
Total Other Income (Expense)	301,626	(265,356)	(25,174)
Income Before Income Taxes, Discontinued Operations, Net of Tax, and Non-Controlling Interests	42,627,226	18,729,771	474,441
Income Tax Provision	4,531,088	1,219,457	186,461
Income from Discontinued Operations, Net of Tax	834,181	145,220	806,368
Net Income Attributable to Non-Controlling Interests	7,040,555	7,315,330	119,879
Gain (Loss) on Disposal	1,017,928	(382,961)	0
Net Income	$32,907,692	$ 9,957,243	$ 974,469

Earnings per share:
Basic	$1.35	$0.46	$0.05
Diluted	$1.28	$0.46	$0.05
Weighted average shares outstanding:
Basic	24,375,508	21,492,215	20,854,212
Diluted	25,748,036	21,822,215	21,255,210

	As of April 30,

	2010	2009	2008
Balance Sheets Data:
Cash and Cash Equivalents	$ 7,327,369	$ 5,098,711	$ 948,210
Working Capital	31,416,055	20,496,386	15,393,309
Total Assets	128,604,524	54,275,375	29,740,415
Total Shareholders’ Equity	$ 77,665,240	$ 22,432,979	$ 12,238,137

L & L ENERGY, INC.
CONSOLIDATED BALANCE SHEETS
AS OF APRIL 30,
			2010		2009
ASSETS
	CURRENT ASSETS:
	Cash and cash equivalents	$	7,327,369	$	5,098,711
	Accounts receivable		17,304,949		16,906,010
	Prepaid and other current assets		22,113,327		12,611,760
	Other receivables		7,956,069		465,821
	Inventories		9,605,103		1,524,493
	Total current assets		64,306,817		36,606,795

	Property, plant, equipment, and mine development, net		37,387,194		6,518,802
	Construction-in-progress		17,211,093		2,085,134
	Intangible assets, net		1,298,469		2,507,331
	Equity interest held in a subsidiary for sale		0		573,677
	Long term receivable		1,259,151		0
	Related party notes receivable		7,141,800		5,983,636
	Total non-current assets		64,297,707		17,668,580

TOTAL ASSETS		$	128,604,524	$	54,275,375

LIABILITIES AND EQUITY
CURRENT LIABILITIES:
	Accounts payable	$	1,995,513	$	4,930,866
	Accrued and other liabilities		1,225,294		953,395
	Other payables		15,344,920		3,000,000
	Taxes payable		10,387,265		6,014,922
	Customer deposits		3,937,770		300,435
	Due to shareholder		0		910,791
	Total current liabilities		32,890,762		16,110,409

LONG-TERM LIABILITIES
	Bank loans		4,146,950		3,000,000
	Long-term payable		800,000		0
	Asset retirement obligation		507,279		0
	Total long-term liabilities		5,454,229		3,000,000

	Total Liabilities		38,344,991		19,110,409

	Commitments and contingencies

EQUITY:
L&L ENERGY STOCKHOLDERS' EQUITY:
	Preferred stock, no par value, 2,500,000 shares authorized, none issued and outstanding		-		-
	Common stock, $0.001 par value, 120,000,000 shares authorized: 28,791,735 and 28,391,735 shares issued and outstanding at April 30, 2010, respectively; 21,202,200 and 20,802,200 shares issued and outstanding at April 30, 2009, respectively		28,792		21,202
	Additional paid-in capital		32,781,365		10,000,693
	Deferred stock compensation		(557,202)		(63,667)
	Accumulated other comprehensive income		699,755		669,913
	Retained Earnings		45,108,530		12,200,838
	Treasury stock (400,000 shares)		(396,000)		(396,000)
	Total L & L Energy stockholders' equity		77,665,240		22,432,979
	Non-controlling interest		12,594,293		12,731,987
	Total equity		90,259,533		35,164,966
TOTAL LIABILITIES AND EQUITY		$	128,604,524	$	54,275,375

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

L & L ENERGY, INC.
CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME
FOR THE YEARS ENDED APRIL 30,

		2010		2009		2008
NET REVENUES	$	109,217,838	$	40,938,128	$	23,381,508
COST OF REVENUES		57,036,887		17,946,206		21,994,429
GROSS PROFIT		52,180,951		22,991,922		1,387,079

OPERATING COSTS AND EXPENSES:
Salaries & wages—selling, general and administrative		2,560,128		481,128		191,808
Selling, general and administrative expenses, excluding salaries and wages		7,295,223		3,515,667		695,656
Total operating expenses		9,855,351		3,996,795		887,464

INCOME FROM OPERATIONS		42,325,600		18,995,127		499,615
OTHER INCOME (EXPENSE):
Interest expense		(196,558)		(265,186)		(24,935)
Other income (expense)		498,184		(170)		(239)
Total other income (expense)		301,626		(265,356)		(25,174)

INCOME BEFORE PROVISION FOR INCOME TAXES AND NON-CONTROLLING INTEREST		42,627,226		18,729,771		474,441
LESS PROVISION FOR INCOME TAXES		4,531,088		1,219,457		186,461
INCOME FROM CONTINUED OPERATIONS BEFORE NON-CONTROLLING INTEREST		38,096,138		17,510,314		287,980
LESS: NONCONTROLLING INTEREST		7,040,555		7,315,330		119,879
NET INCOME FROM CONTINUED OPERATIONS		31,055,583		10,194,984		168,101

DISCONTINUED OPERATIONS
Gain (loss) on disposal		1,017,928		(382,961)		-
Net income from discontinued operations		834,181		145,220		806,368
TOTAL INCOME (LOSS) FROM DISCONTINUED OPERATIONS		1,852,109		(237,741)		806,368

NET INCOME		32,907,692		9,957,243		974,469

OTHER COMPREHENSIVE INCOME:
Foreign currency translation gain		29,842		569,574		100,339

COMPREHENSIVE INCOME	$	32,937,534	$	10,526,817	$	1,074,808

INCOME PER COMMON SHARE – basic from continued operation	$	1.27	$	0.47	$	0.01
INCOME PER COMMON SHARE – basic from discontinued operation	$	0.08	$	(0.01)	$	0.04
INCOME PER COMMON SHARE – basic	$	1.35	$	0.46	$	0.05

INCOME PER COMMON SHARE – diluted from continued operation	$	1.21	$	0.47	$	0.01
INCOME PER COMMON SHARE – diluted from discontinued operation	$	0.07	$	(0.01)	$	0.04
INCOME PER COMMON SHARE – diluted	$	1.28	$	0.46	$	0.05

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING – basic		24,375,508		21,492,215		20,854,212

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - diluted		25,748,036		21,822,215		21,255,210

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

L&L ENERGY, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
FOR THE YEARS ENDED APRIL 30, 2010, 2009 AND 2008

										Accumulated
						Additional		Deferred		Other
		Common Stock				Paid-in		Compensa-		Comprehensive		Retained		Treasury
		Shares		Amount		Capital		tion		Income		Earnings		Stock		Total
Balance as of May 1, 2007	$	19,706,584	$	19,706	$	9,147,847	$	(147,667)	$	107,883	$	1,269,126	$	-	$	10,396,895
Issuance of Shares		555,018		555		245,176		-		-		-		-		245,731
Warrants converted to shares		596,362		596		480,248		-		-		-		-		480,844
Issuance of common stock for service		201,750		202		105,539		-		-		-		-		105,741
Amortization of deferred compensation		-		-		-		42,000		-		-		-		42,000
Foreign currency translation adjustment		-		-		-		-		(7,544)		-		-		(7,544)
Net income		-		-		-		-		-		974,469		-		974,469
Balance as of April 30, 2008		21,059,714	$	21,059	$	9,978,810	$	(105,667)	$	100,339	$	2,243,595	$	-	$	12,238,136

Issuance of Shares		698,015		698		854,496		-		-		-		-		855,194
Warrants converted to shares		92,374		93		64,885		-		-		-		-		64,978
Issuance of common stock for acquisition		400,000		400		1,599,600		-		-		-		-		1,600,000
Issuance of common stock for service		663,713		664		1,273,404		-		-		-		-		1,274,068
Cancellation of Shares		(1,711,616)		(1,712)		(4,166,502)		-		-		-		-		(4,168,214)
Amortization of deferred compensation		-		-		-		42,000		-		-		-		42,000
Shareholder sold 400,000 shares to the
Company for $1		-		-		396,000		-		-				(396,000)		-
Foreign currency translation adjustment		-		-		-		-		569,574		-		-		569,574
Net income		-		-		-		-		-		9,957,243		-		9,957,243
Balance as of April 30, 2009	$	21,202,200	$	21,202	$	10,000,693	$	(63,667)	$	669,913	$	12,200,838	$	(396,000)	$	22,432,979

Issuance of common stock for cash		3,258,911		3,259		9,173,972		-		-		-		-		9,177,231
Exercise 3,211,176 warrants		3,211,176		3,211		3,912,744		-		-		-		-		3,915,955
Cashless exercise of 511,700 warrants		295,348		296		(296)		-		-		-		-		-
Beneficial conversion feature for convertible debt		-		-		100,000		-		-		-		-		100,000
Conversion of $100,000 note and $4,000 interest		160,000		160		103,840		-		-		-		-		104,000
Issue 29,902 shares for compensation		29,902		30		139,148		-		-		-		-		139,178
Issue 634,198 shares for services		634,198		634		1,287,485		-		-		-		-		1,288,119
Issuance of 336,000 warrants for compensation		-		-		302,955		-		-		-		-		302,955
Increase controlling interest in subsidiary		-		-		7,760,824		-		-		-		-		7,760,824
Amortization of deferred compensation		-		-		-		(493,535)		-		-		-		63,667
Foreign currency translation adjustment		-		-		-		-		29,842		-		-		(493,535)
Net income		-		-		-		-		-		32,907,692		-		32,907,692
Balance as of April 30, 2010	$	28,791,735	$	28,792	$	32,781,365	$	(557,202)	$	699,755	$	45,108,530	$	(396,000)	$	77,665,240

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

L & L ENERGY, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED APRIL 30,

			2010		2009		2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income including noncontrolling interest		$	32,907,692	$	9,957,243	$	974,469
Adjustments to reconcile net income to net cash provided by operating activities:
	Income from non-controlling interest		7,040,555		7,315,330		119,879
	Depreciation and amortization		1,398,727		481,863		16,010
	Stock compensation		302,955		-		-
	Amortization of debt discount		100,000		-		-
	Gain on sale of subsidiary		(1,017,928)		382,961		-
	Amortization for deferred compensation		63,667		42,000		42,000
	Issuance of common stock for services		139,178		1,310,453		105,741
Changes in assets and liabilities, net of businesses acquisitions:
	Accounts receivable		(95,469)		(16,403,858)		11,934
	Prepaid and other current assets		(10,237,627)		(12,020,070)		89,086
	Inventories		(7,459,437)		(188,004)		(743,302)
	Other receivable		(9,766,579)		-		-
	Long term receivable		(1,259,151)		-		-
	Accounts payable and other payable		9,208,435		7,667,605		162,915
	Customer deposit		4,185,463		(11,244)		147,951
	Accrued and other liabilities		275,517		1,468,957		133,750
	Taxes payable		3,833,131		3,811,741		1,016,652
	Net cash provided by (used in) discontinued operation		-		13,109,093		(1,967,271)
Net cash provided by operating activities			29,619,129		16,924,070		109,814

CASH FLOWS FROM INVESTING ACTIVITIES:
	Acquisition of property and equipment		(18,310,477)		(7,820,446)		-
	Acquisition of intangible assets		-		(2,507,331)		-
	Construction-in-progress		(15,125,959)		(2,085,133)		-
	Change in non-controlling interest due to acquisition and disposal		(427,894)		(2,451,697)		853,025
	Acquisition of businesses, net of cash acquired		(4,561,561)		-		-
	Increase in investments		-		(1,405,461)		(43,376)
	Increase in related party receivable		(1,158,164)		(956,861)		(726,775)
Net cash (used in) provided by investing activities			(39,584,055)		(17,226,929)		82,874

CASH FLOWS FROM FINANCING ACTIVITIES:
	Long-term payable		-		3,000,000		-
	Payment on bank loans		(141,703)		-		-
	Payment to shareholder		(910,791)		-		-
	Proceeds from issuance of convertible debt		100,000		-		-
	Proceeds from issuance of common stock		9,865,629		833,786		246,165
	Payments for costs related to issuance of common stock		(688,398)		-		-
	Warrants converted to common stock		3,915,955		50,000		480,844
Net cash provided by financing activities			12,140,692		3,883,786		727,009

Effect of exchange rate changes on cash and cash equivalents			52,892		569,574		(31,350)

INCREASE IN CASH AND CASH EQUIVALENTS			2,228,658		4,150,501		888,347
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD			5,098,711		948,210		59,863
CASH AND CASH EQUIVALENTS, END OF PERIOD		$	7,327,369	$	5,098,711	$	948,210

SUPPLEMENTAL NON CASH FLOW INFORMATION:
INTEREST PAID		$	196,558	$	265,186	$	24,935
INCOME TAX PAID		$	158,746	$	1,219,457	$	186,461

NON-CASH INVESTING AND FINANCING ACTIVITY:
The Company issued 400,000 shares to acquire 60% interest in L&L Coal Partners		$	-	$	1,600,000	$	-
1,708,283 shares returned by subsidiary as part of spin off		$	-	$	4,168,214	$	-
Increase controlling interest in subsidiary			7,760,824
Issue 160,000 shares on conversion of $100,000 note and accrued interest		$	104,000	$	-	$	-

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

L & L Energy, Inc.

Notes to Consolidated Financial Statements

For the Years Ended April 30, 2010, 2009 and 2008

NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION

L & L ENERGY, INC. (“L&L” and/or the “Company”) was incorporated in Nevada, and is headquartered in Seattle, Washington. Effective January 4, 2010, the State of Nevada approved the Company’s name change from L&L International Holdings, Inc. to L & L Energy, Inc. The Company is a coal (energy) company, and started its operations in 1995. Coal sales are made entirely in China, from coal mining, clean coal washing, coking and coal wholesales operations. At the present time, the Company conducts its coal (energy) operations in Yunnan and Guizhou provinces, southwest China. As of April 30, 2010, the Company had three operating subsidiaries; KMC which has coal wholesale operations and Ping Yi Coal Mine (mining operations “PYC”), two coal mining operations (DaPuAn Mine and SuTsong Mine) including DaPuAn’s coal washing operations (the “2 Mines” or “LLC”), and L&L Yunnan Tianneng Industry Co. Ltd. (including Hong Xing coal washing and ZoneLin coking operations) (“TNI”). On August 1, 2009, the Company increased its ownership of the two coal mining operations (the “2 Mines”), from 60% to 80%.

KMC acquired 100% equity of PYC on January 18, 2010 with an effective acquisition date of November 1, 2009. L&L formed a new subsidiary TNI in the Yunnan province, China, which owns 98% of controlling interest of TNI. Through TNI, L&L acquired 100% equity of ZoneLin Coal Coking Factory in China (“ZoneLin”) on February 3, 2010 with an effective acquisition date of November 1, 2009; and acquired 100% equity of SeZone County Hong Xing Coal Washing Factory (“Hong Xing”) on January 1, 2010 with an effective acquisition date of November 30, 2009.

The Company disposed of its majority interest of LEK air-compressor operations in January of 2009. The Company acquired 93% equity interest in Hon Shen Coal Co., Ltd. (“HSC”) in July 2009 and October 2009, then disposed of HSC to Guangxi Luzhou Lifu Machinery Co. Limited in April 2010 resulting a discontinued operation.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and summary of significant accounting policies

The Company prepares its Consolidated Financial Statements in conformity with accounting principles generally accepted in the U.S. (“US GAAP”). In doing so, the Company makes estimates and assumptions based on information available as of the date of the financial statements. Therefore, actual results could differ from those estimates. Many of the Company’s estimates and assumptions may have a material impact on reported financial condition, and results of operations and on the comparability of such reported information over different reporting periods.

Principles of Consolidation - The consolidated financial statements include the accounts of the Company, and its 100% ownership of KMC subsidiary including coal wholesale and PYC coal mine, 80% of operations of 2 Mines including both coal mining and coal washing, and 93% of HSC and 98% of TNI (coal washing and coking operations). The Company consolidates 100% of the assets, liabilities of its subsidiaries and shows the non-controlling interests owned by their respective owners as Non-Controlling Interests. The results of operations of the Company’s subsidiaries less amounts attributable to non-controlling interest owners are net income attributable to the Company. Inter-company accounts and transactions are eliminated in consolidation.

Cash and Cash Equivalents - Cash and cash equivalent consist of cash on deposit with banks and cash on hand. The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents, for cash flow statement purposes. Cash includes cash on hand and demand deposits in accounts maintained with state owned banks within the PRC and with banks in the United States. The Company maintains balances at financial institutions which, from time to time, may exceed Federal Deposit Insurance Corporation insured limits for the banks located in the United States. Balances at financial institutions or state owned banks within the PRC are not insured and amounted to $2,428,509 and $639,832 at April 30, 2010 and 2009, respectfully. As of April 30, 2010 and 2009, the Company had deposits in excess of federally insured limits totaling $2,529,565 and $0, respectfully, in the US Banks. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts.

Revenue Recognition - In accordance with the Securities and Exchange Commission’s (“SEC”) Staff Accounting Bulletin (“SAB”) Topic 13, “Revenue Recognition,” the Company recognizes revenue when it is realized or realizable and earned. The Company must meet all of the following four criteria under SAB 104 to recognize revenue:

Persuasive evidence of an arrangement exists
Delivery has occurred
The sales price is fixed or determinable
Collection is reasonably assured

Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as advances from customers.

Accounts receivable - The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. As of April 30, 2010 and 2009, the Company determined that no reserve for accounts receivable was necessary. No allowance for doubtful accounts or sales returns deemed necessary.

Inventories - Inventories are stated at the lower of cost and net realizable value, as determined on a moving average basis.

Use of Estimates - The preparation of financial statements, in conformity with US GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases these estimates on historical and anticipated results and trends and on various other assumptions that its believes are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results may differ from management’s estimates.

Noncontrolling Interest - In 2009, the Company purchased 60% interests in 2 Mines and subsequently increased the ownership to 80% during 2010. Certain amounts presented for prior periods previously designated as minority interest have been reclassified to conform to the current year presentation. Effective January 1, 2009, the Company adopted Financial Accounting Standards (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, Consolidation, which established new standards governing the accounting for and reporting of noncontrolling interests (“NCI”) in partially owned consolidated subsidiaries and the loss of control of subsidiaries. Certain provisions of this standard indicate, among other things, that NCI (previously referred to as minority interests) be treated as a separate component of equity, not as a liability (as was previously the case), that increases and decreases in the parent’s ownership interest that leave control intact be treated as equity transactions rather than as step acquisitions or dilution gains or losses, and that losses of a partially owned consolidated subsidiary be allocated to the NCI even when such allocation might result in a deficit balance. This standard also required changes to certain presentation and disclosure requirements. The provisions of the standard were applied to all NCI prospectively, except for the presentation and disclosure requirements, which were applied retrospectively to all periods presented. As a result, upon adoption, the Company retroactively reclassified the “Minority interest” balance previously included in the “Other liabilities” section of the consolidated balance sheets to a new component of equity with respect to NCI in consolidated subsidiaries. The adoption also impacted certain captions previously used on the consolidated statements of income and other comprehensive income, largely identifying net income including NCI and net income attributable to the Company.

The net income (loss) attributed to the NCI has been separately designated in the accompanying statements of income and other comprehensive income. Losses attributable to the NCI in a subsidiary may exceed the NCI’s interests in the subsidiary’s equity. The excess attributable to the NCI is attributed to those interests. The NCI shall continue to be attributed its share of losses even if that attribution results in a deficit NCI balance.

Foreign Currency Translation - The accounts of the Company’s Chinese subsidiaries are maintained in the RMB and the accounts of the U.S. parent company are maintained in the USD. The accounts of the Chinese subsidiaries were translated into USD in accordance with ASC Topic 830, Foreign Currency Matters, with the RMB as the functional currency for the Chinese subsidiaries. According to ASC 830, all assets and liabilities were translated at the exchange rate on the balance sheet date, stockholders’ equity is translated at historical rates and statement of income items are translated at the weighted average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with ASC Topic 220, Comprehensive Income. Gains and losses resulting from the translations of foreign currency transactions and balances are reflected in the statements of income.

Asset Retirement Cost and Obligation – The Company’s asset retirement costs arise from the requirement to restore mines to specified standards and approved reclamation plans. Asset retirement costs are accounted for in accordance with ASC Topic 410-20, Asset Retirement Obligations. Pursuant to ASC 410-20, the Company recognizes the fair value of the liability for an asset retirement obligation to be recognized in the period in which the obligation is incurred and the corresponding cost capitalized by increasing the carrying amount of the related long-lived asset. The fair value of the liability is estimated based upon the present value of estimated future expenditures. In subsequent periods, the retirement obligation is accreted to its future value, which is the estimate of the obligation at the asset retirement date. The capitalized cost is depreciated or depleted over the useful lives of the respective assets. If the liability is settled for an amount other than the recorded amount, a gain or loss would be recognized at such time.

Property, Plant, Equipment, and Mine Development- Property, Plant, Equipment and Mine Development are stated at cost, less accumulated depreciation. Costs of mine development, expansion of the capacity of or extending the life of the Company’s mine are capitalized and principally amortized using the units-of-production method over the actual tons of coals produced directly benefiting from the capital expenditure. Mobile mining equipment and other fixed assets are stated at cost and depreciated on a straight-line basis over the estimated useful lives. Leasehold improvements are amortized over their estimated useful lives or the term of the lease, whichever is shorter. Major repairs and betterments that significantly extend original useful lives or improve productivity are capitalized and depreciated over the period benefited. Maintenance and repairs are generally expensed as incurred. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Building, mining structure, and plant are related to the Company’s coal mining related operations. The mining structure includes the main and auxiliary mine shafts, underground tunnels, and other integrant mining infrastructure. Depreciation for the mine shafts is provided to write off the cost of the mining structure using the units of production method based on salable reserves.

The estimated useful lives for each category of the fixed assets are as follows:

Building, Mining Structure and Plant	20 to 25 Years
Motor Vehicles and Equipment	5 Years
Machinery	10 to 12.5 Years

Impairment of Long-Lived Assets - The Company applies the provisions of ASC Topic 360, “Property, Plant, and Equipment,” which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. The Company evaluates the recoverability of its long-lived assets if circumstances indicate impairment may have occurred. This analysis is performed by comparing the respective carrying values of the assets to the current and expected future cash flows, on an undiscounted basis, to be generated from such assets. ASC 360 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal. Based on its review, the Company believes that as of April 30, 2010 and 2009, there was no impairment of its long-lived assets.

Intangibles - The Company applies Accounting Standards Codification (“ASC”) Topic 350, Intangibles - Goodwill and Other Intangible Assets, to record goodwill and intangible assets. In accordance with ASC 350, certain intangible assets are to be assessed periodically for impairment using fair value measurement techniques. Goodwill is tested for impairment on an annual basis as of the end of the Company's fiscal year, or more frequently when impairment indicators arise. The Company evaluates the recoverability of intangible assets periodically and takes into account events and circumstances which indicate that impairment exists. The Company believes that as of April 30, 2010 and 2009, there was no impairment of its goodwill.

Income Taxes - The Company utilizes the asset and liability method of accounting for income taxes, under which deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. GAAP also requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. As of April 30, 2010, income tax positions must meet a more-likely-than-not recognition threshold to be recognized. A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded.

Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. No material deferred tax amounts were recorded at April 30, 2010 and 2009, respectively. GAAP also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures and transition.

The charge for taxation is based on the results for the reporting period as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

The Company’s operating subsidiaries located in PRC are subject to PRC income tax. The new Chinese Enterprise Income Tax (“EIT”) law was effective on January 1, 2008. Under the new Income Tax Laws of PRC, a company is generally subject to income tax at an effective rate of 25% on income reported in the statutory financial statements after appropriated tax adjustments.

Stock-Based Compensation - The Company records stock-based compensation in accordance with ASC Topic 718, Compensation – Stock Compensation. ASC 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the employee’s requisite service period. Under ASC 718, the Company’s volatility is based on the historical volatility of the Company’s stock or the expected volatility of similar companies. The expected life assumption is primarily based on historical exercise patterns and employee post-vesting termination behavior. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

The Company uses the Black-Scholes option-pricing model which was developed to estimate the fair value of options. Option-pricing models require the input of highly complex and subjective variables including the expected life of warrants granted and the Company’s expected stock price volatility over a period equal to or greater than the expected life of the warrants. Because changes in the subjective assumptions can materially affect the estimated value of the Company’s employee warrants, it is management’s opinion that the Black-Scholes option-pricing model may not provide an accurate measure of the fair value of the Company’s employee warrants. Although the fair value of employee warrants is determined in accordance with ASC 718 using an option-pricing model, that value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction.

Fair Value Measurements - For certain of the Company’s financial instruments, including cash and cash equivalents, accounts receivables, other receivable, accounts payable and other payables, the carrying amounts approximate their fair values due to their short maturities. In addition, the Company has long-term debt with financial institutions. The carrying amounts of the line of credit and other long-term liabilities approximate their fair values based on current rates of interest for instruments with similar characteristics.

ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables, certain other current assets and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

· Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

· Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

· Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The Company did not identify any other non-recurring assets and liabilities that are required to be presented in the consolidated balance sheets at fair value in accordance with ASC 825.

New accounting pronouncements

In April 2009, the FASB issued ASC 320-10-65, “Recognition and Presentation of Other-Than-Temporary Impairments”. This amended the other-than-temporary impairment guidance in U.S. GAAP for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. It does not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities. It is effective for interim and annual periods ending after June 15, 2009. The adoption did not have a material impact on the Company’s consolidated financial position or results of operations.

In April 2009, the FASB issued ASC 820-10-65, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly”. It provides additional guidance for estimating fair value in accordance with ASC 820 when the volume and level of activity for the asset or liability have significantly decreased and includes guidance on identifying circumstances that indicate a transaction is not orderly. This FSP does not change the definition of fair value under ASC 820. The FSP is effective for interim and annual periods ending after June 15, 2009. The adoption did not have a material impact on the Company’s consolidated financial position or results of operations.

In May 2009, the FASB issued ASC 855, Subsequent Events. It established general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. It is effective for interim and annual periods ending after June 15, 2009. The adoption did not have a material impact on the Company’s consolidated financial position or results of operations.

In June 2009, the FASB issued FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (the Codification). The Codification became the single official source of authoritative, nongovernmental U.S. GAAP. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. The Codification is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption did not have a material impact on the Company’s consolidated financial position or results of operations.

In September 2009, the New FASB Accounting Standards Update 2009-08 issued in Earnings Per Share (amendments to Section 260-10-S99). This update includes technical corrections to Topic 260-10-S99 Earnings Per Share, based on EITF Topic D-53, “Computation of Earnings Per Share for a Period that includes redemption or an induced conversion of a portion of a class of preferred stock” and EITF Topic D-42, “The effect of the calculation of Earnings Per Share for the redemption or induced conversion of preferred stock.” The adoption did not have a material impact on the Company’s consolidated financial position or results of operations.

ASU No. 2010-06, Fair Value Measurements and Disclosures (Topic 820)—Improving Disclosures about Fair Value Measurements (“ASU 2010-06”) was issued in January 2010. This ASU amends ASC Subtopic 820-10, Fair Value Measurements and Disclosures—Overall, to require new disclosures regarding transfers in and out of Level 1 and Level 2, as well as activity in Level 3, fair value measurements. This ASU also clarifies existing disclosures over the level of disaggregation in which a reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. This ASU further requires additional disclosures about valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. The Company does not believe that the adoption will have a material impact on the Company’s consolidated financial position or results of operations.

NOTE 3. BUSINESS COMBINATIONS

The Company has been actively acquiring smaller coal companies who lack the capital and/or management expertise to maximize growth and safety. The Company will continue to seek opportunities to purchase other mining operations as well as coal washing and coal coking operations.

Acquisition of Hon Shen Coal Co. LTD (“HSC”)

On July 16, 2009, the Company entered into an agreement to acquire a 65% equity interest in the coal washing facility (a distinctive operation) of HSC in Yunnan Province for a purchase price of 10,000,000 RMB (equivalent to approximately US$1,464,129). Aggregate cash payments of 2,000,000 RMB (equivalent to approximately US$292,826) were made in August 2009.

Subsequently, the Company entered into an Acquisition and Capital Increase Agreement, effective as of October 23, 2009, pursuant to which the Company increased its equity interest in HSC’s coal washing facility from 65% to 93% and acquired a 93% equity interest in HSC’s coking facilities (another distinctive operation of HSC), resulting in the Company acquiring a 93% equity interest in HSC’s entire coal washing and coking operations. In connection with such acquisition, HSC’s registered capital was increased from 3,600,000 RMB to 60,000,000 RMB and then subsequently reduced to 30,000,000 RMB (equivalent to approximately US$4,400,000).

Initially, the total purchase price for the Company’s 93% equity interest in HSC’s coal washing and coking operations was 55,800,000 RMB Subsequently, pursuant to an Acquisition and Capital Increase Agreement dated December 9, 2009 (the “December Agreement”), the total purchase price was reduced to 26,400,000 RMB (equivalent to approximately US$3,865,300). Under the December Agreement, 6,000,000 RMB is payable within three months after signing and 20,400,000 RMB is payable within two years after receipt from the Chinese Government of necessary approvals for the parties to cooperate.

The Company made additional payments of 200,000 RMB in October 2009 and 400,000 RMB in November 2009, for a total of 2,600,000 RMB (equivalent to approximately US$380,000) of the aggregate 26,400,000 RMB purchase price.

The following table summarizes the allocation of the purchase price to the fair values of the assets at the date of acquisition of the HSC coal washing facility:

Allocation of purchase price:
Current assets	$3,162
Fixed assets	2,137,251
Intangible assets	405,007
Fair value of assets	$2,545,420
Less: Fair value of liabilities	(297,028)
Net assets acquired	$2,248,392

Non-controlling interest	$786,937

The following table summarizes the allocation of the purchase price to the fair values of the assets at the date of acquisition of the HSC coking facility:

Allocation of purchase price:
Current assets	$542,148
Property, plant and equipment	2,734,277
Intangible assets	1,048,097
Fair value of assets	$4,324,522
Less: Fair value of liabilities	(2,204,983)
Net assets acquired	$2,119,539

Non-controlling interest	$148,368

Sale of HSC

On April 18, 2010, the Company entered into an Equity Sale and Purchase Agreement (the “Equity Sale Agreement”) with Guangxi Liuzhou Lifu Machinery Co, Ltd, whereby the Company sold its 93% equity ownership interest in HSC for 41,000,000 RMB (equivalent to approximately US$6,000,000). Guangxi Liuzhou Lifu Machinery Co, Ltd assumed the obligation of the Company to pay to HSC 23,800,000 RMB (equivalent to approximately US$3,485,300) that remained payable to HSC pursuant to the December Agreement. Guangxi Liuzhou Lifu Machinery Co, Ltd also agreed to pay the remaining balance of 17,200,000 RMB (equivalent to approximately US$2,514,700) to the Company in three installments, (1) 3,440,000 RMB (approximately $502,940 USD) within six months of the sale, (2) 5,160,000 RMB (approximately $754,410 USD) between six months and twelve months after the sale, and (3) 8,600,000 RMB (approximately $1,257,350) between twelve and twenty-four months after the sale. Pursuant to the Equity Sale Agreement, if Guangxi Liuzhou Lifu Machinery Co, Ltd does not make such scheduled payments, a penalty of 1% of the applicable payment will be assessed. Additionally, interest of 3.5% per annum of the applicable payment will be assessed as of the day after the applicable payment date. The portions of the purchase price that are due within twelve months after the sale (i.e., the first two installments) are included as “Other receivables” on the Company’s consolidated balance sheets and the portion of the purchase price due within 24 months of the sale (i.e., the third installment) is included as a “Long term receivable” on the Company’s consolidated balance sheets. The Company recorded US$834,181 as income from discontinued operations and recognized a gain of US$1,017,928 on the sale.

Ping Yi Mine

On January 18, 2010, the Company, through an indirect subsidiary, Baoxing Economic and Trade Co., entered into an Acquisition Agreement to acquire 100% of the Ping Yi Coal Mine (“PYC”), with an effective date of November 1, 2009, for a purchase price of 27,042,593 RMB (equivalent to approximately US$3,955,041). The Company paid 23,042,593 RMB (equivalent to US$3,369,390) upon signing of the Acquisition Agreement. An installment of 1,000,000 RMB (equivalent to US$146,412) was payable in February 2010, but has not yet been paid by the Company. The remaining balance of 3,000,000 RMB (equivalent to US$439,239) is payable two years after signing of the Acquisition Agreement.

The following table summarizes the allocation of the purchase price to the fair values of the assets at the date of acquisition:

Allocation of purchase price:
Current assets	$2,305,108
Property, plant and equipment	4,637,562
Intangible assets	1,909,020
Fair value of assets	$8,851,690
Less: Fair value of liabilities	4,896,649
Net assets acquired	$3,955,041

SeZone County Hong Xing Coal Washing Factory (“Hong Xing”)

On January 1, 2010, the Company, through its 98% owned subsidiary, L&L Yunnan Tianneng Industry Co. LTD (“TNI”), acquired 100% of the equity of Hong Xing by entering into an Acquisition Agreement, effective as of November 30, 2009, with a purchase of 6,828,500 RMB (equivalent to US $1,000,000). The total amount of the purchase price was contributed by the Company to TNI and subsequently paid.

The following table summarizes the allocation of the purchase price to the fair values of the assets at the date of acquisition:

Allocation of purchase price:
Current assets	$186,017
Property, plant and equipment	1,098,381
Intangible assets	169,946
Fair value of assets	$1,454,344
Less: Fair value of liabilities	454,344
Net assets acquired	$980,000
Noncontrolling interest	$20,000

Luping County ZoneLin Coal Coking Factory in China (“Zonelin”)

On February 3, 2010, the Company, through its 98% owned subsidiary, TNI, acquired 100% equity of Zonelin by entering into an Acquisition Agreement for a purchase price of 13,675,000 RMB (equivalent to US$2,000,000). The Company has paid 6,837,500 RMB (equivalent to US$1,000,000) of the purchase price and the remaining balance of 6,837,500 RMB (equivalent to US$1,000,000) is payable in five annual installments with the first payment due by the second anniversary of the signing of the acquisition agreement.

The following table summarizes the allocation of the purchase price to the fair values of the assets at the date of acquisition:

Allocation of purchase price:
Current assets	$3,170,432
Property, plant and equipment	2,892,758
Intangible assets	662,472
Fair value of assets	$6,725,662
Less: Fair value of liabilities	4,725,662
Net assets acquired	$2,000,000

Noncontrolling interest	$40,000

The following unaudited pro forma condensed combined financial information presents the results of operations of the Company as they may have appeared if the acquisition of PYC, Zonelin and Hong Xing, presented in the aggregate, collectively, had been completed on May 1, 2009 and May 1, 2008.

		For the year ended
		April 30, 2010		April 30, 2009

Net revenue	$	144,962,340	$	55,007,374
Income from operation		45,131,080		20,344,569
Net income	$	33,878,563	$	10,721,692
Basic proforma earnings per share		$1.39		$0.50
Diluted proforma earnings per share		$1.32		$0.49

NOTE 4. PREPAID EXPENSES AND OTHER CURRENT ASSETS

The Company makes cash advances to coal suppliers to guarantee delivery of amounts of coal to the Company for its coal washing and coking facilities at a specified time and price.

The bill receivable was related to payments that were promised to be received by the Company from its customers.

The Company provides cash advances to certain employees to handle incidentals in the Company’s mines, washing and coking expansion projects as these facilities are located far away from the Company’s China headquarters in Kunming. There were no advances made to any officers or directors of the Company.

Description		2010		2009
Advances to suppliers	$	10,770,087	$	11,451,314
Bill receivable		8,713,763		-
Advances to employees		2,580,222		1,050,215
Other		49,255		110,231
	$	22,113,327	$	12,611,760

NOTE 5. OTHER RECEIVABLES

Other receivables consist of the following at April 30:

Description		2010		2009
Short term loans to business associates	$	6,608,247	$	-
HSC receivable (note 3)		1,259,151		-
Other		88,671		465,821
	$	7,956,069	$	465,821

NOTE 6. INVENTORIES

Inventories are primarily related to coal located at KMC, 2 Mines, and TNI. Inventories consist of the following as of April 30:


Description		2010		2009
Raw coal	$	9,054,714	$	574,607
Washed coal		395,233		-
Coke coal		155,156		949,886
	$	9,605,103	$	1,524,493

NOTE 7. PROPERTY, PLANT, EQUIPMENT AND MINE DEVELOPMENT

Property, plant, equipment and mine development consist of the following as of April 30:

		2010		2009
Mine Development	$	22,553,879	$	1,275,660
Mineral rights		3,832,288		2,507,331
Building and improvements		2,025,661		188,625
Machinery and equipment		12,872,896		6,095,840
RuiLi Project(property, at cost)		-		400,687
		41,284,724		10,468,143
Accumulated depreciation		(3,897,530)		(1,442,010)
Property, Plant and Equipment, net	$	37,387,194	$	9,026,133

Depreciation expense was $1,085,798, $481,863, and $16,010 for the years ended April 30, 2010, 2009, and 2008, respectively.

The Company has reclassified Mineral Rights as Property, Plant, Equipment and Mine Development. Mineral Rights were disclosed as Intangible Assets in prior financial statements. Mineral rights represent the exclusive right, granted by the Chinese government, to operate the 2 Mines and PYC. The rights were acquired in the first quarter of 2008 as a result of the acquisition of the 2 Mines on May 1, 2008 and on November 1, 2009, respectively. The Company has elected to use units-of-production method of amortization to amortize its mineral rights.

NOTE 10. ASSET RETIREMENT OBLIGATION

The Company accounts for asset retirement obligations in accordance with, ASC 410-20-25, Accounting for Asset Retirement Obligations. This statement generally requires that the Company’s legal obligations associated with the retirement of long-lived assets are recognized at fair value at the time the obligations are incurred. Obligations normally are incurred at the time development of a mine commences for underground mines or construction begins for support facilities and refuses areas. The obligation’s fair value is determined using discounted cash flow techniques and is accreted over time to its expected settlement value. Upon initial recognition of a liability, a corresponding amount is capitalized as part of the carrying amount of the related long-lived asset. Amortization of the related asset is calculated on a unit-of-production method. The Company reviews the asset retirement obligation at least annually and makes necessary adjustments for permitted changes as granted by government authorities and for revisions of estimates of the amount and timing of costs. For ongoing operations, adjustments to the liability result in an adjustment to the corresponding asset.

As for the 2 Mines, Yunnan Province government authority established 3 RMB per extracted ton for natural resource surcharge for mine clean up. The Company expects to extract approximately ten million tons of coal over the remaining forty years of mining rights. The interest rate used in the net present value calculation is 8%. As for the Ping Yi Mine, Gui Zhou Province government established 2 RMB per extracted ton for natural resource surcharge for mine clean up. The Company expects to extract approximately 13.5 million tons of coal over the remaining fifty years of mining rights. The interest rate used in the net present value calculation is 8%.

The following is a summary of the change in the carrying amount of the asset retirement obligation during the years ended April 30, 2010 and 2009.

		2010		2009

Beginning balance at May 1	$	-	$	-
Liabilities incurred during the period		469,700		-
Increase in estimated costs		-		-
Liabilities settled during the period		-		-
Accretion of interest		37,579		-
	$	507,279	$	-

NOTE 11 – OTHER PAYABLES

Other Payables consist of the following at April 30:

Item	April 30, 2010	April 30, 2009
Payable to previous owners of ZoneLin (less non-current)	$ 200,000	$ -
Payable to previous owners of Ping Ying Coal Mine	433,670	-
Payable to business associates (1)	9,098,023	-
Others (1)	5,613,227	3,000,000
Total current other payables	15,344,920	3,000,000
Payable to previous owners of ZoneLin (non-current) (2)	800,000	-
Other non-current	-	3,000,000
	$ 16,144,920	$ 6,000,000

(1) Payments are short-term, it will be settled before 12/2010.

(2) Four annual installments will be paid.

Total Other Payables was $16.1 million as of April 30, 2010. None of these payables bear interest and they are not collateralized by any assets of the Company. $7.4 million was a temporary interest free loan from a business partner, which was repaid in the first quarter ended July 31, 2010. $1.4 million is part of the consideration payable to the non-controlling interest owners of the coal mines acquired during the year ended April 30, 2010, which will be paid according to the terms of the acquisition agreement. The other $5.6 million was related to miscellaneous payment of fees related to maintenance, safety, employee training for security and environmental matter.

NOTE 14. CONVERTIBLE DEBT

On May 12, 2009, the Company issued to Silver Rock II, Ltd. an 8% convertible debenture due on May 6, 2012.

The interest is paid semi-annually in L & L Common Shares. The debt can be converted at (1) $0.65 if converted in the period between the Commencement Date and six months thereafter, (2) $1.20, if converted between the date of six months after Commencement Date and that of one year after Commencement date, or (3) 80% of the three months average closing price, if converted after one year from Commencement Date. The closing share price at May 12, 2009 was $1.85.

In addition, the Company issued 500,000 warrants. The warrants expire on May 06, 2012, and have an exercise price of $1.40 per share. At May 12, 2009, the Company determined the fair value of the warrants to be $543,123, respectively using the Black Sholes model with the following assumptions:

risk free rate of return of 1.34%
volatility of 80%;
dividend yield of 0%;
expected term of 3 years.

The Company determined that the convertible debt contained an embedded beneficial conversion feature as the conversion price of $0.10 was less than the $1.85 closing market price for the Company’s common stock on the date of the agreement. The Company calculated the beneficial conversion feature to be $269,066; however, the Company is only able to record a debt discount of up to the principal of the convertible debt. Silver Rock II, LTD converted the debt in November 2009 for 153,846 shares of the Company’s common stock. The Company fully amortized the $100,000 discount due to the conversion of the note. The amortization is recorded as interest costs in the consolidated statements of income.

NOTE 15. INCOME TAXES

The Company’s main operations are located in China. The Company is subject to corporate income taxes primarily in two taxing jurisdictions, China, and the United States of America. The income of the Company is mainly generated via its 2 Mines , KMC, and TNI which are foreign entities located in China. The Company incurs tax liability for the coal operations charged at 25% of net profit. As the 2 Mines (DaPuAn Mine and SuTsong Mine) are in a heavily regulated resource business in China, and HongXing and ZoneLin are in a form of proprietorship (are not incorporated as a corporation), thus they are subject a special tax rate equal to a 5% of total revenue proceeds, subject to provisional adjustments when the coal sale changes. As no cash or funds were repatriated from China to the U.S., the Company’s income was not subject to the U.S. federal taxation, under subpart F, income from controlled foreign company, of the U.S. Internal Revenue Code.

There is immaterial amount of deferred income taxes for the differences between financial accounting and tax bases of assets and liabilities. For the years ended on April 30, 2010 and 2009, there were no material temporary book/tax differences or differences between financial accounting and tax bases of assets and liabilities.

The Company’s income tax liability for the years ended April 30, 2010 and 2009 was $3,878,426 and $1,429,919, respectively. These tax payables to Chinese local governments can be postponed temporarily as the Company is a U.S. company bringing in U.S. management skills and investing capital to increase coal production and safety standards, beneficial to the Chinese local communities. According to Chinese law, a new joint venture located in the western part of China may benefit under the “Go-West” policy to enjoy a special Chinese tax rebates from the government, thus there is a high probability that the 2 Mines, KMC and TNI tax liability payments may be delayed or mitigated.

The significant component for income taxes is described for both US and PRC operation as of April 30, 2010 and 2009 are described below.

United States of America

As of April 30, 2010, the Company in the United States had $6,558,089 in net operating loss carry forwards available to offset future taxable income. Federal net operating losses can generally be carried forward twenty years. The deferred tax assets at April 30, 2010 consist mainly of net operating loss carry forwards. Due to the uncertainty of the realization of the related deferred tax assets of $2,298,331, a reserve equal to the amount of deferred income taxes has been established at April 30, 2010. The Company has provided 100% valuation allowance to the deferred tax assets as of April 30, 2010.

People’s Republic of China (PRC)

Pursuant to the PRC Income Tax Laws, the Company's subsidiaries are generally subject to Enterprise Income Taxes (“EIT”) at a statutory rate of 25% for KMC. The LLC and TNI entities are owned in the form of partnerships, thus, the statutory rate is 5%.

Tax Rate Reconciliation

Substantially all of the Company’s income before income taxes and related tax expense are from PRC sources. Actual income tax benefit reported in the consolidated statements of operations and comprehensive income differ from the amounts computed by applying the US statutory income tax rate of 34% to income before income taxes for the year ended April 30, 2010 , 2009 and 2008 for the following reasons:

	For the year ended April 30,
		2010		2009		2008
Consolidated pretax income	$	42,627,226	$	18,729,771	$	474,441
Expected income tax expense		14,761,622		6,651,091		167,483
Difference between statutory rate and foreign effective tax rate		(11,509,351)		(5,993,527)		(61,677)
Change in valuation allowance		1,278,817		561,893		80,655
Actual tax expense	$	4,531,088	$	1,219,457	$	186,461
Consolidated effective tax rate		11%		7%		39%

NOTE 16. RELATED PARTY TRANSACTIONS

The Company loaned money to various entities that have non-controlling interests in the Company. Those loans are notes receivables, secured by assets and machinery of the various mines or businesses and are for the establishment of good business practice and long-term relationships with these non-controlling interest owners. Because the borrowers under the notes have business in which the Company has an interest, the Company believes the borrowers are considered as related parties. As of April 30, 2010, the total amount of relation party transactions was approximately $10 million, as set forth in the table below. As of April 30, 2009, the total amount of related party transactions was approximately $5.0 million, which included a loan of approximately $4.3 million to a non controlling interest shareholders of 2 Mines, an advance of approximately $1.7 million to a KMC manager for the development of the Tian-Ri Coal Mine, and a loan of approximately $911,000 from the CEO of the Company to the Company.

Borrowers	USD	Maturity	Collateralized by
Associates to DaPuAn	$ 930,697	May 1, 2015	Mine Assets
Lieurkong Machinery	460,393	May 1, 2015	Machinery
Kunming Kemandi Technology Dev. Co LTD	181,372	May 1, 2015	Machinery
Associates to Tian Ri Coal Mine	1,464,129	May 1, 2015	Mining equipment
Associates to SuTsong	2,637,683	May 1, 2015	Mine Assets
Yunnan Tinnan Co. Ltd.	1,464,129	May 1, 2015	Machinery
Others	3,397	Various dates
	$ 7,141,800

NOTE 17. STOCKHOLDERS’ EQUITY

On August 20, 2008, the Company issued 400,000 shares of common stock (valued at $4.00 per share) for 60% equity in connection with the purchase of the 2 Mines (DaPuAn Mine and SuTsong Mine, called L&L Coal Partners).

On January 23, 2009, the Company disposed of its air compressor subsidiary LEK. As a result of the disposal, LEK returned shares to the Company. The Company cancelled 1,711,616 shares of common stock received from LEK during the quarter ended January 31, 2009.

During the year ended April 30, 2009, the Company sold 663,363 shares of common stock to various investors with an average price of $1.23 per share. Investors exercised 92,374 warrants with the average exercise price of $0.70 per warrant. The Company issued 698,015 shares of its common stock for goods and services.

On May 6, 2009, the Company issued a convertible note to Silver Rock in the amount of $100,000. The Company determined that the convertible note contained a beneficial conversion feature which was not required to be bifurcated from the debt instrument. The Company recorded a debt discount of $100,000 with a corresponding entry to additional paid in capital. (see Note 14) On November 6, 2009, Silver Rock converted their $100,000 convertible note and $4,000 of accrued interest for 160,000 shares at a conversion price of $0.65.

On August 1, 2009, after renegotiations with the Company, the owners of non-controlling interest assigned 20% of the 2 Mines to the Company. The fair value of the additional interest was $7,298,126 on the agreement date. In addition, the Company increased its interest in HSC from 65% to 93%. The Company paid $427,894 to acquire additional interest with a fair value of $890,592. The Company recorded a $7,760,824 increase in addition-paid-capital for these two transactions.

On October 8, 2009, the Company sold 1,371,021 units (each unit consisting of one share of the Company’s common stock and 6/10th of a five year warrant to purchase one share of common stock) at $3.90 per unit for gross proceeds of $5,346,980 to accredited investors. Additionally, the Company issued 822,613 five year warrants to purchase shares of common stock of the Company at an exercise price of $5.62 per share. The Company paid $427,758 for fees associated with the equity issuance and issued to a placement agent 109,682 five year warrants with an exercise price of $6.11.

On November 6, 2009, the Company sold 835,389 units (each unit consists of one share and 6/10 of a five-year warrant to purchase one share of common stock at $3.90 for gross proceeds of $4,081,185 to accredited investors. Additionally, the Company issued 501,236 five year warrants to purchase shares of common stock of the Company at an exercise price of $5.62 per share. The Company paid $260,460 for fees associated with the equity issuance and issued to a placement agent 66,832five year warrants with an exercise price of $6.11.

During the year ended April 30, 2009, the Company issued 1,052,501 shares of common stock for gross proceeds of $568,992 at an average price of $1.19.

During the year ended April 30, 2010, the Company issued 29,920 warrants valued at $139,178 to directors and officers as compensation.

During the year ended April 30, 2010, the Company issued 634,198 shares of common stock for services with a value of $1,287,485.

During the year ended April 30, 2010, 3,211,176 warrants were exercised at an average exercise price of $0.22 for cash proceeds of 3,912,744.

During the year ended April 30, 2010, 511,700 warrants were exercised in accordance with the cashless exercise provisions resulting in the issuance of 295,348 shares.

NOTE 18. WARRANTS

Warrants Issued for Compensation

The Company has no qualified employee stock option plan; however, the Company has authorized 1,100,000 Class D warrants to be issued to executives and 4,000,000 Class E warrants to be issued to Directors.

During the year ended April 30, 2010, the Company issued 96,000 Class D warrants and $240,000 Class E warrants. The warrants were fully vested as of April 30, 2010 and expire five years after issuance. The weighted average grant date fair value for the warrants granted in the year ended April 30, 2010 was $0.90. The fair value was estimated on the date of the grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:

		April 30, 2010
Expected life (years)		2.83 to 3 .0
Risk-free interest rate		1.29% to 1.57%
Expected volatility		80%
Expected dividend yield		0%

Following is a summary of the status of warrants outstanding at April 30, 2010:

Type of Warrants	Range of Exercise Prices	Total Warrants Outstanding	Weighted Average Remaining Life (Years)	Weighted Average Exercise Price
Executives-Class D	$ 2.25	192,000	2.31	$ 2.25
Directors - Class E	$ 3.00	466,666	3.65	$ 3.00
Total		658,666	3.26	$ 2.78

As of April 30, 2010, all warrants issued for compensation were exercisable.

Warrants Issued to Investors

On May 12, 2009, the Company issued 500,000 seven year warrants to purchase shares of the Company’s common stock pursuant to a security purchase agreement. The exercise price is $5.62 per common stock and is exercisable immediately.

On June 28, 2009, The Company issued to various investors 3,498,800 one year warrants to purchase shares of the Company’s common stock pursuant to a stock purchase agreement. The warrants are immediately exercisable and the exercise price varies between $1.00 and $2.60 depending on the class of warrant.

On October 8, 2009, the Company issued to various investors 882,613 five year warrants to purchase shares of the Company’s common stock pursuant to a stock purchase agreement. The exercise price is $5.62 per common stock and is exercisable immediately. In connection with the stock issuance, the Company issued 109,682 five year warrants to the placement agent with an exercise price of $6.11 that are immediately exercisable.

On November 6, 2009, the Company issued to various investors 501,236 five year warrants to purchase shares of the Company’s common stock pursuant to a stock purchase agreement. The exercise price is $5.62 per common stock and is exercisable immediately. In connection with the stock issuance, the Company issued 66,832 five year warrants to the placement agent with an exercise price of $6.11 that are immediately exercisable.

The table below is a summary of all warrants activity as of April 30, 2010.


Warrants Roll-forward Summary

		Weighted
		Average	Aggregate
		Exercise	Intrinsic
	Units	Price	Value
Outstanding at April 30, 2008	2,780,348	$1.62
Issued	1,085,263	$2.50
Exercised	(92,374)	$0.71
Cancelled	-	-
Expired	(1,611,725)	$0.81
Outstanding at April 30, 2009	2,161,512	$2.50
Issued	5,835,276	$2.75
Exercised	(3,722,876)	$1.83
Cancelled	(888,583)	$3.00
Expired	-
Outstanding at April 30, 2010	3,385,329	$2.09	$46,778,928
Exercisable at April 30, 2010	3,385,329	$2.09	$46,778,928

NOTE 19. NON-CONTROLLING INTEREST

As described in Note 1, to the consolidated financial statements, the Company has the majority controlling interest of L&L Coal Partners (2 coal mining operations) and TNI. During the fiscal year 2010, the Company increased its ownership interest in L&L Coal Partners to 80% from 60% at April 30, 2009. The equity related to non-controlling interest as of April 30, 2010 represent 20% third party interest in L&L Coal Partners and 2% third party interests in TNI.

Included below is a schedule of changes in ownerships interest for the year ended April 30, 2010:

		2010		2009

Beginning balance at May 1	$	12,731,987	$	7,868,354
Non-controlling interest related to acquisitions		995,305		-
Net income related to non-controlling interest		7,040,555		7,315,330
Increase in controlling interest		(7,760,824)		(2,451,697)
Non-controlling interest related to disposal		(412,730)		-
Ending balance at April 30	$	12,594,293	$	12,731,987

NOTE 20. EARNINGS PER SHARE

The Company only has common shares and warrants issued and outstanding as of April 30, 2010. Under the treasury stock method of Earnings Per Share, the Company computed the diluted earnings per share, as if all issued warrants were converted to common stock, and cash proceeds were used to buy back common stock.

	For the Years Ended April 30,
	2010	2009	2008

Net income	$32,907,692	$9,957,243	$974,469
Number of Shares	24,375,508	21,492,215	20,854,212
Per Share - Basic	$1.35	$0.46	$0.05

Effect of dilutive shares	1,372,528	330,000	400,998
Number of dilutive shares	25,748,036	21,822,215	21,255,210
Per Share - Diluted	$1.28	$0.46	$0.05

Warrants to purchase 120,000 and 1,115,249 shares of common stock at $2.25 and $3.00 per share were outstanding as of April 30, 2009, but not included in the computation of diluted EPS because the option’s exercise price was greater than market price of the common shares on April 30, 2009. As of April 30, 2010 and 2008, all warrants outstanding were dilutive. Thus, all warrants were included in the computation of diluted EPS.

NOTE 21. COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company has two operating leases for the Seattle office and GuangZhou office. Both are non-cancelable leases, expiring in September of 2010 and November 2011, respectively. The Company entered into a six-month lease agreement effective August 2010 in leasing office space in the Seattle office building. The non-cancelable operating lease agreements require that the Company pays certain operating expenses, including management fees to the leased premises. The future minimum rental payments for 2011 and 2012 are $147,423 and $32,226, respectfully.

Commitments

The PRC adopted extensive environmental laws and regulations that affect the operations of the coal mining industry. The outcome of environmental liabilities under proposed or future environmental legislation cannot be reasonably estimated at present, and could be material. Under existing legislation, however, Company management believes that there are no probable liabilities that will have a material adverse effect on the financial position of the Company.

The Company’s operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in North America. These include risks associated with, among others, the political, economic and legal environments and foreign currency exchange. The Company’s results may be adversely affected by changes in the governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversions and remittance abroad, and rates and methods of taxation, among other things.

The majority of the Company sales, purchases and expense transactions are denominated in RMB and most of the Company’s assets and liabilities are also denominated in RMB. The RMB is not freely convertible into foreign currencies under the current law. In China, foreign exchange transactions are required by law to be transacted only by authorized financial institutions. Remittances in currencies other than RMB may require certain supporting documentation in order to affect the remittance.

NOTE 22. SEGMENT INFORMATION

The Company reports its operations primarily through the following reportable operating segments: coal mining, coal wholesaling, coking and coal washing revenue. The Company’s chief operating decision maker uses operating income as the primary measure of segment profit and loss.

		For the year ended April 30,

Total Revenues (including intersegment sales)
Coal mining revenue		2010		2009		2008
Coal wholesale revenue	$	55,811,737	$	27,406,869	$	-
Coking revenue		16,190,761		13,531,259		23,381,508
Coal washing revenue		13,380,737		-		-
		27,285,179		-		-
	$	112,668,414	$	40,938,128	$	23,381,508

Intersegment revenues
Coal mining revenue		2010		2009		2008
Coal wholesale revenue	$	-	$	-	$	-
Coking revenue		-		-		-
Coal washing revenue		-		-		-
		3,450,576		-		-
	$	3,450,576	$	-	$	-

Net revenues
Coal mining revenue		2010		2009		2008
Coal wholesale revenue	$	55,811,737	$	27,406,869	$	-
Coking revenue		16,190,761		13,531,259		2,381,508
Coal washing revenue		13,380,737		-		-
Less intersegment revenues		27,285,179		-		-
		(3,450,576)		-		-
	$	109,217,838	$	40,938,128	$	2,381,508

Net income attributable to L&L
Coal mining		2010		2009		2008
Coal wholesale	$	28,829,427	$	13,531,259	$	23,381,508
Coking		1,327,310		-		-
Coal washing		1,170,982		-		-
Parent Company		5,106,648		-		-
		(3,526,675)		(3,574,016)		(22,407,039)
	$	32,907,692	$	9,957,243	$	974,469

Depreciation expense
Coal mining		2010		2009		2008
Coal wholesale	$	758,913	$	440,467	$	14,409
Coking		24,607		-		-
Coal washing		143,708		-		-
Parent Company		59,893		-		-
		45,995		41,396		1,601
	$	1,033,116	$	481,863	$	16,010

Total assets
Coal mining		2010		2009		2008
Coal wholesale	$	95,128,900	$	37,873,037
Coal coking		13,678,836		10,841,114
Coal washing		6,969,256		-
Parent Company (intercompany)		17,958,153		-
		(4,196,217)		5,561,224
	$	128,604,524	$	54,275,375

NOTE 23. QUARTERLY FINANCIAL RESULTS (UNAUDITED)

The following table contains selected statements of operations information, which is unaudited and should be read in conjunction with the Company’s financial statements and related notes included elsewhere in this report. The Company believes that the following unaudited information reflects all normal recurring adjustments necessary for a fair presentation of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period. Operating results for each quarter of 2010 and 2009 are summarized as follows:

	Quarterly Period Ended
		July 31		October 31,		January 31,		April 30,
		2009		2009		2009		2010
Net Revenue	$	12,745,050	$	24,482,676	$	37,956,263	$	34,033,849
Gross Profit	$	6,060,410	$	12,673,264	$	16,048,159	$	17,399,118
Income from operations	$	4,906,525	$	9,149,661	$	13,062,115	$	15,207,299
Other income (expense)	$	(96,760)	$	(498,993)	$	47,765	$	849,614
Net income	$	2,694,129	$	6,946,781	$	9,558,125	$	13,708,657
Earnings per shares (basic)	$	0.13	$	0.31	$	0.37	$	0.54
Earnings per shares (dilutive)	$	0.13	$	0.29	$	0.34	$	0.52

	Quarterly Period Ended
		July 31		October 31,		January 31,		April 30,
		2008		2008		2008		2009
Net Revenue	$	10,665,981	$	10,244,949	$	9,989,470	$	10,037,728
Gross Profit	$	5,741,686	$	5,703,303	$	5,668,334	$	5,878,599
Income from operation	$	4,687,297	$	4,556,679	$	4,159,034	$	5,592,117
Other income (expense)	$	69,115	$	111,108	$	257,020	$	(171,887)
Net income	$	2,580,365	$	2,353,872	$	1,768,007	$	3,254,999
Earnings per shares (basic)	$	0.12	$	0.11	$	0.08	$	0.15
Earnings per shares (dilutive)	$	0.12	$	0.10	$	0.08	$	0.16

PARENT COMPANY FINANCIAL INFORMATION OF L & L ENERGY, INC.

Condensed Balance Sheets (000s)

		As of April 30,
Current assets		2010		2009

Cash and bank	$	3,290	$	62
Prepayments		1,639		3,021
Other receivable		2,574		1,499
Total current assets		7,503		4,582

Properties plant and equipment		144		405
Due from minority shareholders		975		-
Investments		83,317		26,680
Total long term assets		84,436		27,085

Total assets	$	91,939	$	31,667

Current liabilities
Accounts payable and accrued expenses	$	636	$	8,324
Other payables		13,638		-
Due to controlling shareholder		-		911
Total current liabilities		14,274		9,234
Equities
Shares capital		29		21
Paid in Capital		32,781		9,605
Deferred stock compensation		(557)		(64)
Treasury stock		(396)		-
Foreign currency translation		700		670
Retain earnings		45,108		12,201
Total equities		77,665		22,433
Total liabilities and equities	$	91,939	$	31,667

PARENT COMPANY FINANCIAL INFORMATION OF L & L ENERGY, INC.

– CONTINUED

Condensed Statements of Income (000s)

		Year ended April 30,
		2010		2009
Administrative expenses	$	(2,857)	$	(404)
Consulting Expenses		-		(730)
Personnel costs		(2,560)		(384)
Finance charges		(121)		(31)
Other income		529		-
Gain/(Loss) on disposal		1,303		(383)
Equity in income of subsidiaries		36,364		11,889
Net income Continued Operation	$	(3,706)	$	(1,932)

PARENT COMPANY FINANCIAL INFORMATION OF L & L ENERGY, INC.

– CONTINUED

Condensed Statements of Cash Flows (000s)

		2010		2009
Net cash provided by operating activities	$	36,175	$	14,522
Net cash used in investing activities		(58,130)		(14,766)
Net cash provided by financing activities		25,184		238
Cash and cash equivalents, beginning of year		62		68
Cash and cash equivalents, end of year	$	3,290	$	62

Note to Condensed Parent Company Financial Information:

The Company records its investment in subsidiaries under the equity method of accounting as prescribed in ASC Topic 323, “Investments – Equity Method and Joint Ventures”. Such investment and long-term loans to subsidiaries are presented on the balance sheet as “Investments in subsidiaries” and the income of the subsidiaries is presented as “Equity in income of subsidiaries” on the statement of income.

These supplemental condensed parent company financial statements should be read in conjunction with the notes to the Company’s Consolidated Financial Statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted.

As of April 30, 2010 and 2009, there were no material contingencies, significant provisions for long-term obligations, or guarantees of the Company, except as separately disclosed in the Consolidated Financial Statements, if any.

EXHIBIT 31.1

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER

I, Dickson V Lee, certify that:

1. I have reviewed this annual report on Form 10-K/A of L&L Energy, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

	L&L ENERGY, INC.

Date: July 29, 2011	By:	/s/ Dickson V. Lee
	Name:	Dickson V. Lee, CPA
	Title:	CEO

EXHIBIT 31.2

CERTIFICATIONS OF CHIEF FINANCIAL OFFICER

I, Ian G. Robinson certify that:

1. I have reviewed this annual report on Form 10-K/A of L&L Energy, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

	L&L ENERGY, INC.

Date: July 29, 2011	By:	/s/ Ian G. Robinson
	Name:	Ian G. Robinson
	Title:	CFO

	Table of Content
		Page

PART II
Item 6.	Selected Financial Data	4
Item 8.	Financial Statements and Supplementary Data	5

PART IV
Item 15.	Exhibits and Financial Statement Schedules	40
	Signatures	40

Contents

	Page

Reports of Independent Registered Public Accounting Firm, both dated July 22, 2011	6

Consolidated Financial Statements:

Consolidated Balance Sheets as of April 30, 2010 and 2009	9

Consolidated Statements of Income and Other Comprehensive Income
for the years ended April 30, 2010, 2009 and 2008	10

Consolidated Statement of Stockholders' Equity for the years ended
April 30, 2010, 2009 and 2008	11

Consolidated Statements of Cash Flows for the years ended
April 30, 2010, 2009 and 2008	12

Notes to Consolidated Financial Statements	14

		2010		2009
Customer relationship	$	831,428	$	-
Technology		260,002		-
Goodwill		248,247		-
		1,339,677		-
Accumulated amortization		(41,208)		-
	$	1,298,469	$	-

	L & L ENERGY, INC.

Date: July 29, 2011	By:	/s/ Dickson V. Lee
	Name:	Dickson V. Lee
	Title:	Chief Executive Officer