Form 20-F

0001551163-13-000049.txt : 20130523 0001551163-13-000049.hdr.sgml : 20130523 20130523132049 ACCESSION NUMBER: 0001551163-13-000049 CONFORMED SUBMISSION TYPE: 20-F PUBLIC DOCUMENT COUNT: 12 CONFORMED PERIOD OF REPORT: 20121231 FILED AS OF DATE: 20130523 DATE AS OF CHANGE: 20130523 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHINA HELI RESOURCE RENEWABLE INC CENTRAL INDEX KEY: 0001081823 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 980348508 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 20-F SEC ACT: 1934 Act SEC FILE NUMBER: 000-28879 FILM NUMBER: 13867539 BUSINESS ADDRESS: STREET 1: 7/F, NAN JUE TOWER, EAST NAN HU ROAD STREET 2: SHUI MO GOU DISTRICT CITY: URUMQI, XIN JIANG PROVINCE STATE: F4 ZIP: NONE BUSINESS PHONE: 869914637236 MAIL ADDRESS: STREET 1: 7/F, NAN JUE TOWER, EAST NAN HU ROAD STREET 2: SHUI MO GOU DISTRICT CITY: URUMQI, XIN JIANG PROVINCE STATE: F4 ZIP: NONE FORMER COMPANY: FORMER CONFORMED NAME: CHINA HELI RESOURCE RENEWABLE Inc DATE OF NAME CHANGE: 20090626 FORMER COMPANY: FORMER CONFORMED NAME: CHINA PHARMACEUTICALS INTERNATIONAL CORP DATE OF NAME CHANGE: 20040820 FORMER COMPANY: FORMER CONFORMED NAME: CHINA PHARMACEUTICALS CORP DATE OF NAME CHANGE: 20040513 20-F 1 f20121231form20fchinahelires.htm Form 20-F

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F


[ ]	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934


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

	For the fiscal year ended December 31, 2012


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


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

	Date of event requiring this shell company report:

	For the transition period from to

Commission file number: 0-28879

China Heli Resource Renewable Incorporated

(Exact name of the Registrant as specified in its charter)

British Virgin Islands

(Jurisdiction of incorporation or organization)

7/F, Nan Jue Tower, East Nan Hu Road, Shui Mo Gou District,

Urumqi, Xin Jiang Province, P.R.China

(Address of principal executive offices)

Mr. Di Fan

Chief Executive Officer,

4/F, Tower C, Xing Hai Jia Shi Science Park, Zhong Long Yuan,

Sha He Kou District, DaLian, LiaoNing Pro., P.R.China

Telephone: +86.411.84392933, Fax: +86.411.84396733, Email: frafan@gmail.com

(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person)

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

None

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Title of Each Class

Common Stock, No Par Value

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

Not Applicable

The registrant had 1,763,339 Common Shares issued and outstanding as of December 31, 2012

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.


	[ ] Yes	[X] No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.


	[ ] Yes	[X] No

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.


	[X] Yes	[ ] 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).


	[X] Yes	[ ] No

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


[ ] Large Accelerated filer	[ ] Accelerated filer	[X] Non-accelerated filer

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:


[X] US GAAP	[ ] International Financial Reporting Standards as issued by the International Accounting Standards Board	[ ] Other

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.


	[ ] Item 17	[ ] Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


	[X] Yes	[ ] No

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of the securities under a plan confirmed by a court.


	[ ] Yes	[ ] No

TABLE OF CONTENTS


	PART I	Page


Item 1.	Identity of Directors, Senior Management and Advisors.	6

Item 2.	Offer Statistics and Expected Timetable	6

Item 3.	Key Information	6

Item 4.	Information on the Company	9

Item 5.	Operating and Financial Review and Prospects	11

Item 6.	Directors, Senior Management and Employees	13

Item 7.	Major Shareholders and Related Party Transactions	16

Item 8.	Financial Information	18

Item 9.	The Offer and Listing	19

Item 10.	Additional Information	19

Item 11.	Quantative and Qualitative Disclosures About Market Risk	22

Item 12.	Description of Securities Other than Equity	22

	PART II

Item 13.	Defaults, Dividend Arrearages and Delinquencies	23

Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	23

Item 15.	Controls and Procedures	23

Item 16.	[Reserved]	24

Item 16A.	Audit Committee Financial Expert	24

Item 16B.	Code of Ethics	24

Item 16C.	Principal Accountant Fees and Services	24

Item 16D.	Exemptions From the Listing Standards For Audit Committees	25

Item 16E.	Purchases of Equity Securities by the Issuer and Affiliated Persons	25

	PART III
Item 17.	Financial Statements	25

Item 18.	Financial Statements	25

Item 19.	Exhibits	25

CERTAIN INFORMATION

In this Report on Form 20-F (the “Report”), unless otherwise indicated all references herein are to US dollars.

FORWARD-LOOKING STATEMENTS

This report contains “forward-looking statements” that represent our beliefs, projections and predictions about future events. All statements other than statements of historical fact are “forward-looking statements” including any projections of earnings, revenue or other financial items, any statements of the plans, strategies and objectives of management for future operations, any statements concerning proposed new projects or other developments, any statements regarding future economic conditions or performance, any statements of management’s beliefs, goals, strategies, intentions and objectives, and any statements of assumptions underlying any of the foregoing. Words such as “may”, “will”, “should”, “could”, “would”, “predicts”, “potential”, “continue”, “expects”, “anticipates”, “future”, “intends”, “plans”, “believes”, “estimates” and similar expressions, as well as statements in the future tense, identify forward-looking statements.

These statements are necessarily subjective and involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results, to differ materially from any future results, performance or achievements described in or implied by such statements. Actual results may differ materially from expected results described in our forward-looking statements, including with respect to correct measurement and identification of factors affecting our business or the extent of their likely impact, the accuracy and completeness of the publicly available information with respect to the factors upon which our business strategy is based or the success of our business.

Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of whether, or the times by which, our performance or results may be achieved. Forward-looking statements are based on information available at the time those statements are made and management’s belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements.

Important factors that could cause actual performance or results to differ materially from those contained in forward-looking statements include, but are not limited to, those factors discussed in “Item 3. Key Information - Risk Factors” in this report and in the information incorporated herein by reference, including, among others:


	·	China’s overall economic conditions and local market economic conditions;


	·	Changing principles of generally accepted accounting principles;


	·	Compliance with government regulations;


	·	Legislation or regulatory environments, and


	·	Geopolitical events.

Further, the forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, collaborations or investments made by the Company. The Company does not assume any obligation to update any forward-looking statements.

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

DIRECTORS AND SENIOR MANAGEMENT.


Name	Age	Title	Business Address

Di Fan	N/A	Chief Executive Officer President Acting Chief Financial Officer Director	4/F, Tower C, Xing Hai Jia Shi Science Park, Zhong Long Yuan, Sha He Kou District, DaLian, LiaoNing Pro., P.R.China

Li Fu	N/A	Assistant President Corporate Secretary Director	4/F, Tower C, Xing Hai Jia Shi Science Park, Zhong Long Yuan, Sha He Kou District, DaLian, LiaoNing Pro., P.R.China

Fan Qing	N/A	Director	4/F, Tower C, Xing Hai Jia Shi Science Park, Zhong Long Yuan, Sha He Kou District, DaLian, LiaoNing Pro., P.R.China

ADVISERS.

Not applicable.

AUDITORS.


Name		Business Address

Lake & Associates CPA’s, LLC		1905 Wright Blvd
		Schaumburg, IL 60193

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not required.

ITEM 3. KEY INFORMATION

A. SELECTED FINANCIAL DATA.

The selected financial data of the Company for the five years ended December 31, 2012 are derived from the financial statements of the Company which have been audited by Lake & Associates CPA’s, LLC.

The information in the following table was extracted from the more detailed financial statements and related notes included herein and should be read in conjunction with such financial statements, the notes to the financial statements and with the information appearing under the heading “ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS”.


	Year Ended December 31
	2012	2011	2010	2009	2008
Revenues	$ -	$ -	$ -	$ -	$ -
Loss from operations	(75,124)	(78,867)	(99,635)	(214,307)	(67,221)
Loss from continuing operations	(75,124)	(78,867)	(99,635)	(214,307)	(67,221)
Net loss	(75,124)	(78,867)	(99,635)	(214,307)	(67,221)
Comprehensive loss	(75,124)	(78,867)	$(99,635)	$(214,307)	$(67,221)

Net loss from per share	(0.04)	(0.05)	(0.10)	(0.25)	(0.08)
Total assets			-	-	-
Stockholders equity (deficit)	(358,771)	(283,647)	(385,198)	(306,563)	(811,397)
Weighted average number of shares	1,763,339	1,569,390	950,798	872,551	825,470
Dividends per share	$ -	$ -	$ -	$ -	$ -

Unless otherwise indicated, all references herein are to US dollars.

CAPITALIZATION AND INDEBTEDNESS

Not required.

REASONS FOR THE OFFER AND USE OF PROCEEDS

Not required.

RISK FACTORS

The Company has limited financial resources and if the Company is unable to secure additional funding and/or a business opportunity, the Company may fail.

As of December 31, 2012, the Company had no cash and a working capital deficit of $358,771. It currently has no business operations. Without additional funding and/or a business opportunity, the Company may not continue to exist. As a result, for the year ended December 31, 2012, the Company’s auditors, in Note G of the Financial Statements, have indicated that there is substantial doubt about the Company’s ability to continue as a going concern. The Company’s existence is dependent upon management funding operations and raising sufficient capital. At this point in time, it is impossible to state an amount of additional funding which the Company believes would remove the going concern opinion.

If the Company issues shares or options to its officers, directors or key employees, or if the Company obtains funding through the sale of additional common shares, the shareholders will experience dilution.

The Company may in the future grant to some or all of its directors, officers, insiders and key employees options to purchase the Company’s common shares as non-cash incentives to those employees. Such options may be granted at exercise prices equal to market prices. To the extent that significant numbers of such options may be granted and exercised, the interests of the existing shareholders of the Company will be subject to additional dilution.

The Company is currently without a source of revenue and will most likely be required to issue additional shares to finance its operations and acquire a business opportunity. The issuance of additional shares will cause the Company’s existing shareholders to experience dilution of their ownership interests.

The price of the Company’s common shares is subject to market fluctuations and volatility which may not be related to the Company’s operations and such fluctuations may impact the Company’s ability to complete equity financings; if the Company cannot complete additional equity financings, it may not be able to continue its operations.

The trading volume of the Company’s stock is low, thereby making the market price of the stock subject to wide fluctuations in price, which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. In particular, the per share price of the Company’s common shares fluctuated from a low of $0.05 to a high of $0.05 during the 12-month period ending December 31, 2012. Continued price fluctuations will have a significant impact on the Company’s ability to complete equity financings.

Conflicts of interest may arise among the members of the Company’s board of directors and such conflicts may cause the Company to enter into transactions on terms, which are not beneficial to the Company.

Several of the Company’s directors are also directors, officers or shareholders of other companies. Some of the directors and officers are engaged and will continue to be engaged in the search for additional business opportunities on behalf of other corporations, and situations may arise where these directors and officers will be in direct competition with the Company. Such associations may give rise to conflicts of interest from time to time. Such a conflict poses the risk that the Company may enter into a transaction on terms that could place the Company in a worse position than if no conflict existed. Conflicts, if any, will be dealt with in accordance with the relevant provisions of the International Business Companies Act (British Virgin Islands). The directors of the Company are required by law to act honestly and in good faith with a view to the best interests of the Company and to disclose any interest which they many have in any project or opportunity of the Company. However, each director has a similar obligation to other companies for which such director serves as an officer or director.

The Company does not pay dividends on its common shares; therefore, investors seeking dividend income should not purchase the common shares.

The Company has never declared or paid cash dividends on its common shares and does not anticipate doing so in the foreseeable future. Additionally, the determination as to the declaration of dividends is within the discretion of the Company’s Board of Directors, which may never declare cash dividends on the Company’s common stock. Investors cannot expect to receive a dividend on the Company’s common shares in the foreseeable future, if at all.

The Company is dependent upon its management and the loss of any of its management and/or if the Company is unable to recruit additional managers could negatively impact the Company’s ability to continue its operations.

The success of the operations and activities of the Company is dependent to a significant extent on the efforts and abilities of its key officer, Dr. FAN Di, a director, and President, Chief Executive Officer and acting Chief Financial Officer of the Company. The loss of services of Dr. Fan could have a material adverse effect on the Company. The Company has not obtained key-man life insurance on any of its officers or directors. The Company’s ability to recruit and retain highly qualified management personnel is critical to its success; if it is unable to do so this may materially affect the Company’s financial performance.

The Company’s shares are subject to the SEC’s penny stock rules, which may restrict the ability of brokers to sell the Company’s common stock and may reduce the secondary market for the common stock.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in “penny stock.” Generally, penny stocks are equity securities with a price of less than US $5.00 (other than securities

registered on certain national securities exchanges or quoted on the NASDAQ system). If the Company’s shares are traded for less than US $5 per share, as they currently are, the shares will be subject to the SEC’s penny stock rules unless (1) the Company’s net tangible assets exceed US $5,000,000 during the Company’s first three years of continuous operations or US $2,000,000 after the Company’s first three years of continuous operations; or (2) the Company has had average revenue of at least US $6,000,000 for the last three years. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prescribed by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. Since the Company’s shares are traded for less than US $5.00 per share, the Company’s common stock is subject to the penny stock rules. Therefore, the holders of the common stock may find it difficult to sell the common stock of the Company. These rules may restrict the ability of brokers to sell the common stock and may reduce the secondary market for the common stock. A limited secondary market may result in a decrease in the value of the shares and/or a partial or total loss of an investor’s investment.

This annual report contains statements about future events and results that may not be accurate.

Statements contained in this annual report that are not historical facts are forward-looking statements that involve risks and uncertainties. Such statements may not prove to be accurate as actual results and future events could differ materially from those anticipated in such statements.

Investors in the United States may not be able to enforce their civil liabilities against the Company or its directors and officers.

It may be difficult to bring and enforce suits against the Company. The Company is a corporation domiciled in British Virgin Islands. None of the Company’s directors and officers are residents of the United States, and all or a substantial portion of their assets are located outside of the United States. As a result, it may be difficult for U.S. holders of the Company’s common shares to effect service of process on these persons within the United States or to enforce judgments obtained in the U.S. based on the civil liability provisions of the U.S. federal securities laws against the Company or its officers and directors. In addition, a shareholder should not assume that the courts outside the United States (i) would enforce judgments of U.S. courts obtained in actions against the Company, its officers or directors predicated upon the civil liability provisions of the U.S. federal securities laws or other laws of the United States, or (ii) would enforce, in original actions, liabilities against the Company, its officers or directors predicated upon the U.S. federal securities laws or other laws of the United States.

ITEM 4. INFORMATION ON THE COMPANY

A. History and Development of the Company

The Company was incorporated in the State of Colorado on June 17, 1996, under the name Minas Novas Gold Corp., to engage in mining operations. From inception to January 1999, the Company obtained options to acquire various mining properties. On January 29, 1999, the Company abandoned all mining operations and proceeded to acquire all of the issued and outstanding capital stock of Cool Entertainment, Inc., a Washington corporation, in exchange solely for 65% of its outstanding common stock. The acquisition of the Washington Corporation was completed March 1, 1999, and effective February 22, 1999, the Company changed its name to Cool Entertainment, Inc.

From March 1, 1999 to November 2000, the Company was able to generate only a minimal amount of revenues. Realizing that it was undercapitalized and unable to market its services properly, the Company

searched for another business opportunity. On February 21, 2001, the Company acquired all of the issued and outstanding capital stock of E-Trend Networks, Inc., a Nevada corporation, in exchange solely for approximately 92% of its common stock. The Company changed its name to E-Trend Networks, Inc., changed its domicile to Delaware, and affected a 1-for-100 reverse split of its issued and outstanding shares of common stock.

On December 26, 2001, an agreement was reached whereby a new organization and management team led by eAngels Equity, LLC would acquire controlling interest in E-Trend Networks, Inc. Effective February 19, 2002, the Company changed its name to Wilmington Rexford, Inc. Prior to the fourth calendar quarter of 2003, the Company operated an online retail website www.EntertainMe.com and through its fulfillment and distribution subsidiary, Langara Entertainment, it offered distribution and fulfillment services to both traditional retail and online merchants.

In October 2003, the Company entered into agreements to exchange its 100% ownership in Langara Entertainment, Inc. and EntertainMe.com for equity stakes in Langara Group, Inc. and Fly.com, Inc.

On February 13, 2004, the Company entered into an agreement with China Merchants DiChain Investment Holdings Limited, pursuant to which the Company spun out as a dividend to the shareholders on a 1 for 1 share basis shares of its wholly-subsidiary, E-Trend Networks, Inc. The agreement provided for the acquisition of a company to be identified by China Merchants DiChain Investment Holdings Limited and a 1-for-20 reverse stock split. The reverse stock split and the change of the Company’s name to China Pharmaceuticals Corporation were affected March 25, 2004.

On May 24, 2004, the Company closed its acquisition of 87.475% of Zhejiang University Pharmaceutical Co., Ltd., a Sino-foreign equity joint venture (“Zheda Pharmacy”), pursuant to the terms of an agreement dated as of May 24, 2004 with the owners of Sheung Tai Investments Limited. The Company issued 13,848,220 shares of its common stock to the owners of Sheung Tai Investments Limited for 100% ownership of that entity. Sheung Tai Investments Limited owns 87.475% of Zheda Pharmacy.

Also on May 24, 2004, the Company issued 31,151,780 shares to China Merchants DiChain Investment Holdings Limited and its designees for approximately $290,000 in debt conversion and assumption of costs of the transaction.

Shortly after the acquisition of Zheda Pharmacy, the Company realized that management of Sheung Tai Investments refused to turn over day-to-day control of the operations of Zheda Pharmacy to management of the Company. The disputes between management of the Company and management of Sheung Tai Investment resulted in litigation and protracted negotiations. In January 2005, the Company relinquished its ownership of Sheung Tai Investments (and therefore Zheda Pharmacy) in exchange for the 13,848,220 shares of the Company’s common stock that originally had been issued to the owners of Sheung Tai Investments.

Effective August 26, 2004, the Company changed its domicile to the British Virgin Islands and its name to China Pharmaceuticals International Corporation. It is governed by the International Business Companies Act, Cap. 291, of the Territory of the British Virgin Islands.

The Company’s registered agent is Victon Registrations Limited Room 502-3 Commercial House, 35 Queen’s Road Central, Hong Kong. The telephone number is 86.755. 3398 3366 and the facsimile number is 86.755.3398 3368. The Company does not have a registered agent in the United States.

On September 21, 2005, the Company issued a total of 45,200,000 shares of its common stock to six buyers. As of the date of this filing, the buyers have not settled the subscription money and $452,000 is still owed to the Company. It is uncertain whether the Company will be able to collect the subscription money. As a result, management has recorded an allowance for doubtful stock subscriptions receivable of $452,000 to reflect this uncertainty. Pursuant to its Articles of Association, the Company may, upon written notice to the six buyers, treat the unpaid for shares as cancelled shares, but has not opted to do so as of the date of this filing. Furthermore, pursuant to the subscription agreements, the Company accrued interest on the Subscription Receivable at the rate of Hong Kong Prime plus 2% from September 28, 2005 through December 31, 2005,

for a total of $11,350. However, in estimating uncollectible accounts, management recorded an allowance for doubtful accounts of $11,350. As of December 31, 2010 the balance was written off.

On September 9, 2008, the company changed its name to China Heli Resource Renewable Incorporated. The company’s new address is 7/F, Nan Jue Tower, East Nan Hu Road, Shui Mo Gou District, Urumqi, Xin Jiang Province, P. R. China.

On September 17, 2008, the company executed a 100:1 reverse stock split on the common stock. As a result, the total number of issued and outstanding shares was reduced from 87,196,351 to 872,551 shares. This is inclusive of issuance of 587 shares of common stocks as fractional shares.

On June 11, 2010 the Company issued 140,000 shares of stock for accrued salary in the amount of $21,000.

B. BUSINESS OVERVIEW

Since October 2003, the Company has not engaged in business activities. As of the time of this filing, the Company has not created a plan for future operations.

C. ORGANIZATIONAL STRUCTURE

As of the date of this annual report, the Company has no subsidiaries.

D. PROPERTY, PLANT AND EQUIPMENT

The Company’s corporate office was located at Unit 3611, 36/F, West Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong from January 1, 2005 to December 30, 2005. The Company shares the offices of China Merchants DiChain and was allocated HK$15,000 (US$1,923 as of October 01, 2005) as its pro rata share of the cost of the facility. Beginning on October 1, 2005, the Company’s corporate office was located at Room A, F/22, Noble Center, 3 rd Fu Zhong Road, Fu Tian District, Shen Zhen, 518026, Guang Dong Province, P. R. China. The Company shared the offices of DC Capital Management, Inc. and was allocated HK$13,400 (US$1,718 as of January 01, 2006) as its’ pro rata share of the cost of the facility. Since January 1, 2008, the Company’s corporate office has been located at 7/F, Nan Jue Tower, East Nan Hu Road, Shui Mo Gou District, Urumqi, Xin Jiang Province, P.R.China. The Company shares the office of Farsight Holdings Ltd and is allocated 9,917 RMB (US $1,600) per month as its pro rata share of the cost of the facility. There is no written agreement regarding this office sharing arrangement. It currently has 2 employees but does not have any operations.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion of the results of operations of the Company for the years ended December 31, 2012, 2011, 2010, 2009 and 2008 should be read in conjunction with the financial statements of the Company and related notes included therein.

OVERVIEW

From February 21, 2001 to October 2003, the Company operated an online entertainment media retail website www.EntertainMe.com and through its fulfillment and distribution subsidiary, Langara Entertainment, offered distribution and fulfillment services to both traditional retail and online merchants. In October 2003, the Company entered into agreements to exchange its 100% ownership in Langara Entertainment, Inc. and EntertainMe.com for an equity stakes in Langara Group, Inc. and Fly.com, Inc.

for-20 reverse stock split. The reverse stock split and the change of the Company’s name to China Pharmaceuticals Corporation were affected March 25, 2004.

On February 20, 2004, the Company changed its fiscal year end to December 31.

For the year ended December 31, 2012, the Company’s auditors, in Note G of the Financial Statements, have noted that there is substantial doubt about the Company’s ability to continue as a going concern. The Company’s existence is dependent upon management funding operations and raising sufficient capital. At this point in time, it is impossible to state an amount of additional funding which the Company believes would remove the going concern opinion.

OPERATING RESULTS

Year Ended December 31, 2012 Compared to Year Ended December 31, 2011

The Company did not have any business operations during the twelve months ended December 31, 2012 or 2011. Despite the disposition of these business operations, the Company continued to incur general and administrative expenses to maintain the Company’s existence as a reporting company with the Securities and Exchange Commission whose stock is traded on the OTC Bulletin Board. Total operating expenses and net loss were $75,124 for the year ended December 31, 2012, $78,867 for the year ended December 31, 2011, $99,635 for the year ended December 31, 2010, $214,307 for the year ended December 31, 2009, $67,221 for the year ended December 31, 2008. General and administrative expense decreased as a result of a decrease in general office expense compared to 2011.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2012, the Company had no cash, the same as December 31, 2011. The Company used cash of $33,123 for operating activities. Cash was provided by advances from related parties in the sum of $33,123.

As of December 31, 2008, the Company had a debt recorded in the amount of $375,244 payable to eAngels EquiDebt Partners (“eAngels”). The outstanding balance bore interest at 10% per year and had accrued interest for the years ended December 31, 2008 and 2007 of $187,621 and $150,097 respectively. The Company has disputed their liability for this debt since 2005 and has provided documentary evidence showing that this obligation was fully satisfied as part of the share exchange transaction executed on February 13, 2004. The liability of $375,244 and accrued interest in the amount of $187,622 has been removed from the balance sheet as of December 31, 2009.

As of December 31, 2008, the Company had a note payable in the amount of $100,000 recorded. The note bore interest at 10% per year and had accrued interest for the years ended December 31, 2008, and 2007 of $56,274 and $46,274 respectively. The Company has disputed their liability for this debt. The Company has disputed their liability for this debt since 2005 and has provided documentary evidence showing that this obligation was fully satisfied as part of the share exchange transaction executed on February 13, 2004. The liability of $100,000 and accrued interest in the amount of $56,274 has been removed from the balance sheet as of December 31, 2009.

There are no material commitments for capital expenditures during fiscal 2012. Other than the intercompany advances from Farsight Holdings, Ltd. which have been made on an interest-free basis, with no fixed term or repayment date, there is no debt owed by the Company.

TREND INFORMATION

The Company is not aware of any trends that might affect its financial results or business.

OFF-BALANCE SHEET ARRANGEMENTS

The Company had no off-balance sheet financing arrangements as of December 31, 2012.

CONTRACTUAL OBLIGATIONS

The Company does not have any contractual obligations as of December 31, 2012.

Item 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. DIRECTORS AND SENIOR MANAGEMENT

The names, positions held with the Company and terms of office of each director and officer of the Company as of the date of this annual report, are as follows:


Name	Position with the Company	Term of Office (for each office held)

Di Fan	Chief Executive Officer President Acting Chief Financial Officer Director	July 2004 to August 2007, June 2009 to present August 2006 to present February 2004 to present

Fu Li	Assistant President Corporate Secretary Director	August 2007 to present August 2005 to present July 2006 to present

Hu DongYang	Chief Executive Officer President Acting Chief Financial Officer Director	September 2008 to June 2009

Li JuXing	Director	September 2008 to June 2009

Fan Qing	Director	May 2010 to Present

Each officer’s and director’s term of office shall expire at the Company’s next annual general meeting. The Company does not have an executive committee, audit committee, or a compensation committee.

There are no family relationships between any directors or executive officers of the Company. To the best of the Company’s knowledge, there are no arrangements or understandings with major shareholders or others, pursuant to which any of the Company’s officers or directors was selected as an officer or director of the Company.

Set forth below are brief descriptions of recent employment and business experience of the Company’s officers and directors, each of whom devote on average approximately 15 hours per week to the business of the Company.

Dr. Fan Di

Since July 2004, Dr. Fan has served as the Company’s President and Chief Executive Officer. He has been a Director since February 2004. Dr. Fan assumed the role of acting Chief Financial Officer in August 2006. Dr. Fan is responsible for overseeing the Company’s strategic development. Since April 2003, Dr. Fan has

served as the Chairman, Chief Executive Officer and an Executive Director of China Technology Global Corporation, a British Virgin Islands corporation whose stock is traded on the OTC Bulletin Board and registered under the Securities Exchange Act of 1934. Since April 2002, Dr. Fan has served as the Chairman and Chief Executive Officer of China Merchants DiChain (Asia) Limited, a company listed on the Stock Exchange of Hong Kong, Limited. From December 1999 to April 2002, he served as an Executive Director and Chief Financial Officer of China Merchants Group. Dr. Fan has substantial experience in financial management and business management. He holds a Ph.D. in Business Administration from the University of Southern California.

Fu Li

Since August 2005, Ms. Fu has served as Assistant President of the Company. Ms. Fu has worked for China Merchants DiChain Group, which is the ultimate controlling shareholder of the Company since October, 2002. Since July 2006, she has served as the secretary of the Company, and she also served as the secretary of China Technology Global Corporation since July 2006. She obtained a Bachelors Degree and Masters Degree from Hua Qiao Foreign Language University and Newport University.

Fan Qing

Since May 2010, Ms. Fan has served as Director of the Company. She obtained a Bachelors Degree and Masters Degree in Finance and Economics from the University of DaLian and Northeast University.

B. COMPENSATION

During the fiscal year ended December 31, 2012, the directors and officers of the Company, as a group, had received or charged the Company a total of $42,000 for services rendered by the directors and officers or companies owned by the individuals.

During the fiscal year ended December 31, 2011, the directors and officers of the Company, as a group, had received or charged the Company a total of $42,000 for services rendered by the directors and officers or companies owned by the individuals.

During the fiscal year ended December 31, 2010, the directors and officers of the Company, as a group, had received or charged the Company a total of $42,000 for services rendered by the directors and officers or companies owned by the individuals. 140,000 shares of stock, valued at $21,000 ($.15 per share), were issued on June 11, 2010 for accrued salary earned by the employees of the Company. No amounts were set aside or accrued by the Company to provide pension, retirement or similar benefits.

C. BOARD PRACTICES

TERMS OF DIRECTORS AND EXECUTIVE OFFICERS

Our board consists of three directors. Any vacancy on our board resulting from death, resignation, removal or other cause, may be filled either by the affirmative vote of a majority of all the directors then in office (even if less than a quorum) .

INDEPENDENCE OF DIRECTORS

Not applicable.

BOARD COMMITTEES

Not applicable.

AUDIT COMMITTEE

Not applicable

D. EMPLOYEES

As of December 31, 2012, the Company had two full-time employees in the area of management and administration.

E. SHARE OWNERSHIP

The following table sets forth certain information regarding ownership of the Company’s common shares by the Company’s officers and directors as of April 27, 2013.


Title of Class		Name and Address of Owner	Shares and Rights Beneficially Owned or Controlled (1)	Percent Of Class (1)

Common Stock		Fan Di (2) Room A, F/22, Noble Center, 3 rd Fu Zhong Road, Fu Tian District, Shen Zhen, 518026, Guang Dong Province, P. R. China	400,000	22.7%

Common Stock		Fu Li Room A, F/22, Noble Center, 3 rd Fu Zhong Road, Fu Tian District, Shen Zhen, 518026, Guang Dong Province, P. R. China	160,000	9.1%
(1)	Where persons listed on this table have the right to obtain additional shares of common stock through the exercise of outstanding options or warrants within 60 days from December 31, 2012, these additional shares are deemed to be outstanding for the purpose of computing the percentage of common stock owned by such persons, but are not deemed to be outstanding for the purpose of computing the percentage owned by any other person. Based on 1,763,339 shares of common stock outstanding as of December 31, 2012.
(2)	These shares are held by China Merchants DiChain Investment Holdings Limited. As Dr. Fan is a director of China Merchants DiChain Investment Holdings Limited and a director of the sole controlling shareholder of China Merchants DiChain Investment Holdings Limited, he is deemed to be beneficial owner of these shares.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS


Title of Class	Name and Address of Owner	Shares and Rights Beneficially Owned or Controlled (1)	Percent Of Class (1)

Common Stock	China Merchants DiChain Investment Holdings Limited (2) Room A, F/22, Noble Center, 3 rd Fu Zhong Road, Fu Tian District, Shen Zhen, 518026, Guang Dong Province, P. R. China	235,885	13.4%

Common Stock	Dr. Fan Di (2) Room A, F/22, Noble Center, 3 rd Fu Zhong Road, Fu Tian District, Shen Zhen, 518026, Guang Dong Province, P. R. China	400,000	22..7%
Common Stock	Farsight Holding LTD Commerce Chambers Road Town BVI	782,788	44.4%


Common Stock	Asian Century Development Limited C/O 16F Chinese Bank Building, 61 Des Veoux Road Central Hong Kong	69,295	3.9%


(1)	Based on 1,763,339 shares of common stock outstanding as of December 31, 2012.
(2)	These shares are held of record by China Merchants DiChain Investment Holdings Limited. As Dr. FAN is a director of China Merchants DiChain Investment Holdings Limited and a director of the sole controlling shareholder of China Merchants DiChain Investment Holdings Limited, he is deemed to be beneficial owner of these shares.

CONTROL BY FOREIGN GOVERNMENT OR OTHER PERSONS

As of December 31, 2012 the Company was 13.4% indirectly owned by DiChain Investment Holdings Limited, an investment holding company located in Hong Kong. 44.4% of the company is directly owned by Farsight Holdings LTD a holding company located in the British Virgin Islands.

None of the Company’s common shareholders has different voting rights than any of the Company’s other common shareholders.

CHANGE IN SHAREHOLDINGS

China Merchants DiChain Investment Holdings Limited issued totally 45,200,000 shares (pre-split) on 21 September 2005 at US$0.01 each to six companies as listed in item#7. Subsequent to the 1:100 reverse split, the holdings of China Merchants DiChain Investment Holdings Limited’s shareholding have been diluted to 27% from 64.3%. As of December 31, 2012, the holdings of China Merchants DiChain Investment Holdings Limited were 235,885 shares or 13.4% of the outstanding shares.

CHANGE OF CONTROL

As of the date of this annual report, there are no arrangements known to the Company that may at a subsequent date result in a change of control of the Company

UNITED STATES SHAREHOLDERS

As of December 31, 2012, there were 77 registered holders of the Company’s common shares in the United States, with combined holdings of 68,729 shares representing 3.0% of the issued shares of the Company. In addition, CEDE & Co held 43,940 shares of record, representing 2.0% of the issued shares of the Company. The Company does not know how many beneficial shareholders it has in the United States, but management believes there are less than 300 such shareholders.

B. RELATED PARTY TRANSACTIONS.

Other than as disclosed below, for the period from December 31, 2008 through December 31, 2012, the Company has not entered into any transactions or loans between the Company and any (a) enterprises that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with, the Company; (b) associates; (c) individuals owning, directly or indirectly, an interest in the voting power of the Company that gives them significant influence over the Company, and close members of any such individuals’ family; (d) key management personnel and close members of such individuals’ families; or (e) enterprises in which a substantial interest in the voting power is owned, directly or indirectly, by any person described in (c) or (d) or over which such a person is able to exercise significant influence.

The Company has shared the offices of Farsight Holdings, Ltd. since January 2008 and is allocated 9,917 RMB (US $1,600) per month as its pro rata share of the cost of the facility for the year ending 12/31/12. There is no written agreement regarding this office sharing arrangement.

China Technology Global Corporation, a company indirectly owned by DiChain Holdings Limited, and China Merchants DiChain (Asia) Limited (“China Merchants DiChain”) have advanced $205,708 and $197,128 to the Company, respectively, since October 1, 2003. These advances have been made on an interest-free basis, with no fixed term or repayment date. DiChain Holdings Limited and DC Capital Management, Inc., companies sharing mutual ownership with the Company, have advanced $26,790 and $45,000 to the Company, respectively, since January 1, 2005. These advances have been made on an interest-free basis, with no fixed term or repayment date. Farsight Holdings Limited, an affiliate of the Company, has advanced $46,000 since January 1, 2006. These advances have been made on an interest-free basis, with no fixed term or repayment date.

On August 16, 2007 the company issued 7,437,514 common shares (pre-split) as payment for the above related company payables. The stock was issued at the most recent stock sale of $.07 per share for a total value of $520,626

Farsight Holdings Limited, an affiliate of the Company, has advanced $69, 215 since Jan 1, 2012. These advances have been made on an interest-free basis, with no fixed term or repayment date.

C. INTERESTS OF EXPERTS AND COUNSEL.

Not applicable.

ITEM 8. FINANCIAL INFORMATION

A. FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION


Description	Page

China Heli Resource Renewable Incorporated Financial Statements

Reports of Independent Registered Public Accounting Firm- Lake & Associates CPA’s LLC	F-1
Balance Sheets as of December 31, 2012, 2011, 2010, 2009, and 2008	F-2
Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2012, 2011, 2010, 2009, and 2008	F-3
Statements of Stockholders’ Equity for the Years Ended December 31, 2012, 2011, 2010, 2009, and 2008	F-4
Statements of Cash Flows for the Years Ended December 31, 2012, 2011, 2010, 2009, and 2008	F-5
Notes to Financial Statements	F-6 to F-9

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of China Heli Resource Renewable Inc.

We have audited the accompanying balance sheets of China Heli Resource Renewable Inc. (the “Company”) as of December 31, 2012 and 2011 and related statements of operations, comprehensive income, stockholders’ deficit, and cash flows for the years ending December 31, 2012 and 2011. China Heli Resource Renewable Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our 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. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide 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 China Heli Resource Renewable Inc. as of December 31, 2012 and 2011 and the results of its operations and its cash flows for years ended December 31, 2012 and 2011 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note G, the Company has suffered accumulated deficit and negative cash flow from operations that raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/Lake & Associates CPA’s LLC

Lake & Associates CPA’s LLC

Schaumburg, IL

May 17, 2013

1905 Wright Boulevard

Schaumburg, IL 60193

Phone: 847.524.0800

Fax: 847.524.1655

F-1


CHINA HELI RESOURCE RENEWABLE INCORPORATED
BALANCE SHEETS
As of December 31 2012, 2011, 2010, 2009 and 2008

ASSETS

	2012	2011	2010	2009	2008
CURRENT ASSETS
Investment	$ -	$ -	$ -	$ -	$ -

TOTAL ASSETS	-	-	-	-	-

LIABILITIES AND STOCKHOLDERS EQUITY (Deficit)

CURRENT LIABILITIES
Other payables and accrued liabilities	288,781	246,781	267,780	225,781	666,830
Advances from related parties	69,990	36,867	117,417	80,782	44,567
Note payable	-	-	-	-	100,000
TOTAL LIABILITIES	358,771	283,647	385,198	306,563	811,397

STOCKHOLDERS EQUITY (DEFICIT)
Paid-in Capital, no par value, 500,000,000 shares authorized, 1,763,339 as of 2012
and 2011, 1,012,551 as of 2010, 872,551 shares issued and outstanding as of 2009 and 2008	6,871,864	6,871,864	6,691,446	6,670,446	5,951,305
Stock subscriptions receivable	-	-	(452,000)	(452,000)	(452,000)
Allowance for doubtful stock subscriptions receivable	-	-	452,000	452,000	452,000
Retained Earnings (Deficit)	(7,230,635)	(7,155,511)	(7,076,644)	(6,977,009)	(6,762,702)
TOTAL STOCKHOLDERS EQUITY (DEFICIT)	(358,771)	(283,647)	(385,198)	(306,563)	(811,397)

TOTAL LIABILITIES AND STOCKHOLDERS EQUITY	$ -	$ -	$ -	$ -	$ -

The accompanying notes are an integral part of these financial statements

F-2


CHINA HELI RESOURCE RENEWABLE INCORPORATED
STATEMENT OF OPERATIONS
For The Years Ended December 31, 2012, 2011, 2010, 2009 and 2008

	2012	2011	2010	2009	2008
REVENUES
Sales	$ -	$ -	$ -	$ -	$ -
Cost of Sales	-	-	-	-	-
GROSS PROFIT	-	-	-	-	-

OPERATING EXPENSES
General and administrative expenses	75,124	78,867	99,635	214,307	67,221

TOTAL OPERATING EXPENSES	75,124	78,867	99,635	214,307	67,221

OPERATING INCOME (LOSS)	(75,124)	(78,867)	(99,635)	(214,307)	(67,221)

INCOME FROM CONTINUING OPERATIONS	(75,124)	(78,867)	(99,635)	(214,307)	(67,221)

NET INCOME (LOSS)	(75,124)	(78,867)	(99,635)	(214,307)	(67,221)

OTHER COMPREHENSIVE (LOSS) INCOME	-	-	-	-	-

COMPREHENSIVE LOSS	$(75,124)	$(78,867)	$(99,635)	$(214,307)	$(67,221)

NET LOSS COMMON PER SHARE
Basic and Fully Dilluted	$ (0.04)	$ (0.05)	$ (0.10)	$ (0.25)	$ (0.08)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING,
BASIC AND DILUTED	1,763,339	1,569,390	950,798	872,551	825,470

The accompanying notes are an integral part of these financial statements

F-3


China Heli Resource Renewable
Statement of Stockholders' Equity/(Deficit)
As of December 2012, 2011, 2010, 2009, and 2008

				Allowance For
	Common Stock			Doubtful
			Stock Subscriptions	Stock Subscriptions	Retained
	Shares	Amount	Receivable	Receivable	(Deficit)	Total

Balance, December 31, 2006	797,588	5,430,679	(452,000)	452,000	(6,626,977)	(1,196,298)

Issuance of stock for services and debt	74,375	520,626	-	-	-	520,626

Net Income (Loss) for the Year	-	-	-	-	(68,503)	(68,503)

Balance, December 31, 2007	871,963	5,951,305	(452,000)	452,000	(6,695,480)	(744,176)

100:1 Reverse split fractional shares	587	-	-	-	-	-

Net Income (Loss) for the Year					(67,221)	(67,221)

Balance, December 31, 2008	872,551	5,951,305	(452,000)	452,000	(6,762,702)	(811,397)

Reduction of outstanding liabilities (see notes D and E)		719,141				719,141

Net Income (Loss) for the Year	-	-	-	-	(214,307)	(214,307)

Balance, December 31, 2009	872,551	6,670,446	(452,000)	452,000	(6,977,009)	(306,563)

Shares Issued for Accrued Salary	140,000	21,000	-	-	-	21,000

Net Income (Loss) for the Year	-	-	-	-	(99,635)	(99,635)

Balance, December 31, 2010	1,012,551	$ 6,691,446	$ (452,000)	$ 452,000	$ (7,076,644)	$ (385,198)

Shares Issued for Accrued Salary	420,000	63,000				63,000
Shares issued for debt	782,788	117,418				117,418
Cancel Subsciptions	(452,000)	-	452,000	(452,000)		-
Net Income (Loss) for the Year	-	-	-	-	(78,867)	(78,867)

Balance, December 31, 2011	1,763,339	$ 6,871,864	$ -	$ -	$ (7,155,511)	$ (283,647)

Net Income (Loss) for the Year	-	-	-	-	(75,124)	(75,124)

Balance, December 31, 2012	1,763,339	$ 6,871,864	$ -	$ -	$ (7,230,635)	$ (358,771)

The accompanying notes are an integral part of these financial statements

F-4


CHINA HELI RESOURCE RENEWABLE INCORPORATED
STATEMENT OF CASH FLOWS
For The Years Ended December 31, 2012, 2011, 2010, 2009, and 2008

	2012	2011	2010	2009	2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$(75,124)	$(78,867)	$(99,635)	$(214,307)	$(67,221)

Adjustments to reconcile net loss to net cash used in operating activities:
Shares Issued for Accrued Salary			21,000
Accounts payable and accrued liabilities	42,001	42,000	42,000	178,092	43,592
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	(33,123)	(36,867)	(36,635)	(36,215)	(23,629)

CASH FLOWS FROM INVESTING ACTIVITIES:
NET CASH (USED IN) INVESTING ACTIVITIES

CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from related parties	33,123	36,867	36,635	36,215	23,629

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	33,123	36,867	36,635	36,215	23,629

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	-	-	-	-	-

CASH AND CASH EQUIVALENTS
Beginning of Period	-	-	-	-	-
End of Period	$ -	$ -	$ -	$ -	$ -

Supplemental cash flow information
Shares issued for payment of payables and advances	-	180,418

The accompanying notes are an integral part of these financial statements

F-5

CHINA HELI RESOURCE RENEWABLE INCORPORATED

NOTES TO THE FINANCIAL STATEMENTS

For the Years Ended December 31, 2012, 2011, 2010, 2009, and 2008

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business Activity

China Heli Resource Renewable Incorporated (the “Company”) was incorporated on November 25, 2003 in the British Virgin Islands, formerly known as China Pharmaceuticals International Corporation, China Pharmaceuticals, Corp., Wilmington Rexford, Inc., E-Trend Networks, Inc., Cool Entertainment, Inc. and prior to March 1, 1999, Minas Novas Gold Corp. Minas Novas Gold Corp was incorporated in the State of Colorado on June 17, 1996, to engage in mining operations. On March 1, 1999, the Company acquired Cool Entertainment, Inc. and changed its name accordingly. From March 1, 1999 to November 2000, the Company was able to generate only a minimal amount of revenues. On February 21, 2001, the Company acquired E-Trend Networks, Inc. The Company changed its name to E-Trend Networks, Inc. and changed its domicile to the State of Delaware. On December 26, 2001 an agreement was reached whereby a new organization and management team led by eAngels Equity, LLC would acquire controlling interest in E-Trend Networks, Inc. Effective February 19, 2002, the Company changed its name to Wilmington Rexford, Inc. On February 13, 2004, the Company entered into an agreement with China Merchants DiChain Investment Holdings Limited, pursuant to which the Company spun out shares of its wholly owned subsidiary, E-Trend Networks, Inc. On March 25, 2004 the Company changed its name to China Pharmaceuticals Corporation. Effective August 26, 2004, the Company changed its domicile to the British Virgin Islands and its name to China Pharmaceuticals International Corporation. On September 9, 2008, the company changed its name to China Heli Resource Renewable Incorporated. Since October 2003, the Company has not engaged in any business activities.

Basis of Presentation

The financial statements included herein were prepared under the accrual basis of accounting in accordance with U.S. generally accepted accounting principles (GAAP).

Cash and Cash Equivalents

For purposes of the Statement of Cash Flows, the Company considers liquid investments with an original maturity of three months or less to be cash equivalents.

Management’s Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Comprehensive Income (Loss)

The Company adopted FASB ASC 220 “Comprehensive Income” which establishes standards for the reporting and display of comprehensive income and its components in the financial statements.

Foreign Currencies

Assets and liabilities denominated in respective functional currencies are translated into United States Dollars at the exchange rate as of the balance sheet date. The share capital and retained earnings are translated at exchange rates prevailing at the time of the transactions. Revenues, costs, and expenses denominated in respective functional currencies are translated into United States Dollars at the weighted average exchange rate for the period. The effects of foreign currencies translation adjustments are included as a separate component of accumulated other comprehensive income.

Loss Per Share

The Company applies FASB ASC 260 “Earnings Per Share” which requires dual presentation of net earnings (loss) per share: Basic and Diluted. Basic earnings (loss) per share are computed using the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted average number of common shares outstanding during the period adjusted for the effect of dilutive outstanding options and warrants. Outstanding stock options and warrants were not considered in the calculation of diluted net loss per share as their effect was anti-dilutive.

Fair Value of Financial Instruments

The carrying amounts reported in the balance sheet for cash, accounts receivable, accounts payable, and loans payable approximate fair value based on the short-term maturity of these instruments. The carrying value of the Company’s long-term debt approximated its fair value based on the current market conditions for similar debt instruments.

Fair Value Accounting

FASB ASC 820 “Fair Value Measurements and Disclosures”, formerly FASB Statement No. 157, “Fair Value Measurements” (“FAS 157”), defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. The provisions of FAS 157 were adopted January 1, 2008. In February 2008, the FASB staff issued Staff Position No. 157-2 “Effective Date of FASB Statement No. 157” (“FSP FAS 157-2”). FSP FAS 157-2 delayed the effective date of FAS 157 for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually).

The provisions of FASB ASC 820 are effective for the Company’s fiscal year beginning January 1, 2009. FASB ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under FASB ASC 820 are described below:

F-6

CHINA HELI RESOURCE RENEWABLE INCORPORATED

NOTES TO THE FINANCIAL STATEMENTS

For the Years Ended December 31, 2012, 2011, 2010, 2009, and 2008

Level 1

Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2

Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;

Level 3

Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

As of December 31, 2012, the Company has no financial assets or liabilities.

Recently Issued Accounting Pronouncements

The Company has adopted all recently issued accounting pronouncements. The adoption of the accounting pronouncements including those not yet effective, is not anticipated to have a material effect on the financial state of the Company.

NOTE B - SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental disclosures of cash flow information for the periods ended December 31, 2012, 2011, 2010, 2009, and 2008 is summarized as follows:

Cash paid during the period ended December 31, 2012, 2011, 2010, 2009, and 2008 for interest and income taxes:


	2012	2011	2010	2009	2008

Income Taxes	-0-	0	0	0	0
Interest	-0-	0	0	0	0
Common Stock Issued for Stock Subscriptions Receivable	-0-	0	0	0	0
Common Stock Cancelled for Reversal of Investment	-0-	0	0	0	0

NOTE C - SEGMENT REPORTING

FASB ASC 280 “Segment Reporting” requires companies to report information about operating segments in interim and annual consolidated financial statements. It also requires segment disclosures about products and services, geographic areas, and major customers. The Company determined that it did not have any separately reportable operating segments as of December 31, 2012, 2011, 2010, 2009, and 2008.

NOTE D - CONTIGENCIES

As of December 31, 2008, the Company had a debt recorded in the amount of $375,244 payable to eAngels EquiDebt Partners (“eAngels”). The outstanding balance bore interest at 10% per year and had accrued interest for the year ended December 31, 2008 of $187,621. The Company has disputed their liability for this debt since 2005 and has provided documentary evidence showing that this obligation was fully satisfied as part of the share exchange transaction executed on February 13, 2004. The liability of $375,244 and accrued interest in the amount of $187,622 has been removed from the balance sheet as of December 31, 2009.

As of December 31, 2008, the Company had a note payable in the amount of $100,000 recorded. The note bore interest at 10% per year and had accrued interest for the year ended December 31, 2008 of $56,274. The Company has disputed their liability for this debt. The Company has disputed their liability for this debt since 2005 and has provided documentary evidence showing that this obligation was fully satisfied as part of the share exchange transaction executed on February 13, 2004. The liability of $100,000 and accrued interest in the amount of $56,274 has been removed from the balance sheet as of December 31, 2009.

As of December 31, 2008, the Company had accrued a liability in the amount of $2,000 for consulting services provided by FutureVest, Inc. The Company has disputed their liability for this amount and FutureVest, Inc. has not provided any information to substantiate that any services were provided. As of December 31, 2010 the liability has been eliminated and the charge to operating expense has been reversed.

As of December 31, 2008, the Company had accrued a liability in the amount of $24,000 for consulting services provided by Alexis Global, Inc. The Company has disputed their liability for this amount and Alexis Global, Inc. has not provided any information to substantiate that any services were provided. As of December 31, 2009 the liability has been eliminated and the charge to operating expense has been reversed.

NOTE E - RELATED-PARTY TRANSACTIONS

Related Parties Payable Stockholder

F-7

CHINA HELI RESOURCE RENEWABLE INCORPORATED

NOTES TO THE FINANCIAL STATEMENTS

For the Years Ended December 31, 2012, 2011, 2010, 2009, and 2008

repayment date. Farsight Holdings Limited, an affiliate of the Company, has advanced $46,000 since January 1, 2006. These advances have been made on an interest-free basis, with no fixed term or repayment date. No balance is due as of December 31, 2012

Farsight Holdings Limited, an affiliate of the Company, has advanced $232,634 since January 1, 2007. These advances have been made on an interest-free basis, with no fixed term or repayment date. The balance as of December 31, 2012 is $69,215.

Share of Business Offices

The Company shares the offices of Farsight Holdings, Ltd. and is allocated 9,917 RMB per month (US$ 1,600) as its pro rata share of the cost of the facility. There is no written agreement regarding this office sharing arrangement.

NOTE F - COMPREHENSIVE INCOME

Statement of Financial Accounting Standards (SFAS) No. 130, “Reporting Comprehensive Income,” establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated comprehensive income, as presented in the accompanying statement of changes in stockholders’ equity consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit. For the years ended December 31, 2012, 2011, 2010, 2009, and 2008, total comprehensive income was $0, $0, $0, $0 and $0, respectively.

NOTE G - GOING CONCERN

As shown in the accompanying audited financial statements, the Company has a deficit book value and a negative cash flow from operations that have placed substantial doubt as to whether the Company can continue as a going concern. The ability of the Company to continue as a going concern is dependent on developing operations, increasing revenues, and obtaining new capital. As of this report date management has not enacted a plan to raise capital and increase sales.

NOTE H - INCOME TAXES

The components of income taxes were as follows:


	2012	2011	2010	2009	2008

Income tax benefit at combined statutory rate of 42.62%	32,017	33,124	42,464	91,338	28,668
Change in Valuation Allowance	(32,017)	(33,124)	(42,464)	(91,338)	(28,668)

The income tax benefit for the year ended December 31, 2012, 2011, 2010, 2009, and 2008, differed from the combined federal and provincial statutory rates due principally to the decrease in the deferred tax asset valuation allowance.

Due mainly to operating losses and the inability to recognize an income tax benefit there from, there is no provision for current federal or state income taxes for the years ended December 31, 2012, 2011, 2010, 2009, and 2008.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for federal and state income tax purposes.

At December 31, 2012, 2011, 2010, 2009, and 2008, the approximate deferred tax assets were as follows:


	2012	2011	2010	2009	2008

Non-capital loss carryforwards	$ 2,612,719	$ 2,580,702	$ 2,547,578	$ 2,505,114	$ 2,399,875
Capital assets				-	-
Total deferred tax assets	2,612,719	2,580,702	2,547,578	2,505,114	2,399,875
Less valuation allowance	(2,612,719)	(2,580,702)	(2,547,578)	(2,505,114)	(2,399,875)
Income Tax Benefit	$ -	$ -	$ -	$ -	$ -

F-8

CHINA HELI RESOURCE RENEWABLE INCORPORATED

NOTES TO THE FINANCIAL STATEMENTS

For the Years Ended December 31, 2012, 2011, 2010, 2009, and 2008

NOTE I - STOCK SUBCRIPTIONS RECEIVABLE

The Company issued 45,200,000 shares (pre-split) on September 21, 2005 at $0.01 per share as follows:


Company	Shares	USD

Global China Enterprises Limited	7,500,000	$	75,000
Mart Express Limited	7,500,000		75,000
Rich Gush Limited	7,500,000		75,000
Mart Burkit Limited	7,500,000		75,000
Sino Castle Holdings Limited	7,500,000		75,000
Fivestar International Limited	7,700,000		75,000
TOTAL	45,200,000	$	452,000

As of December 31, 2010, the investing companies had not paid the subscription amount of $452,000, the amount is shown as uncollectible subscriptions.

On March 3, 2011, the Company has determined that it will not be able to collect the money for the stock subscriptions. As a result, management elected to treat the unpaid for shares as cancelled shares as of March 3, 2011.

NOTE J - EQUITY

On September 17, 2008, the Company executed a 100:1 reverse stock split on the common stock. As a result, the total number of issued and outstanding shares was reduced from 87,196,351 to 872,551 shares. This is inclusive of issuance of 587 shares of common stocks as fractional shares. All common stock and per share data for all periods presented in these financial statements have been restated to give effect to the reverse stock split.

On August 16, 2007 the Company issued 7,437,514 common shares (pre-split) as payment for related company payables. The stock was issued at the most recent stock sale of $.07 per share for a total value of $520,626.

On June 11, 2010 the Company issued 140,000 shares of its common stock in exchange for accrued salaries for its employees at a conversion price of $0.15 per share for a total value of $21,000.

On February 23, 2011, the Company approved the issuance of 140,000 shares of its common stock in exchange for accrued salaries for its employees at a conversion price of $0.15 per share. The total value of these shares is $21,000.

On March 3, 2011, the Company approved the issuance of 280,000 shares of its common stock in exchange for accrued salaries for its employees at a conversion price of $0.15 per share. The total value of these shares is $42,000.

On March 3, 2011, the Company approved the issuance of 782,788 shares of its common stock in exchange for advances from related parties at a conversion price of $0.15 per share. The total value of these shares is $117,418.

F-9

LEGAL PROCEEDINGS

The Company knows of no material, active or pending legal or arbitration proceedings against it; nor is the Company involved as a plaintiff in any material proceeding or pending litigation. There are no legal or arbitration proceedings (including governmental proceedings pending or known to be contemplated) which may have, or have had in the recent past, significant effects on the Company’s financial position or profitability.

DIVIDEND POLICY

The Company has not paid any dividends on its common shares and does not intend to pay dividends on its common shares in the immediate future. Any decision to pay dividends on its common shares in the future will be made by the board of directors on the Company on the basis of earnings, financial requirements and other such conditions that may exist at that time.

B. SIGNIFICANT CHANGES.

None.

Item 9. THE OFFER AND LISTING

A. OFFERING AND LISTING DETAILS.

Not Applicable

B. PLAN OF DISTRIBUTION.

Not applicable

C. MARKETS.

Not applicable

D. SELLING SHAREHOLDERS.

Not applicable.

E. DILUTION.

Not applicable.

F. EXPENSES OF THE ISSUE.

Not applicable.

ITEM 10. ADDITIONAL INFORMATION.

A. SHARE CAPITAL.

Not applicable

B. MEMORANDUM AND ARTICLES OF ASSOCIATION.

The Company is incorporated in the Territory of the British Virgin Islands under the International Business Companies Act, Cap. 291, IBC No. 569163. The Company’s objects and purposes, found in paragraph 4 of the Memorandum of Association, are general in nature and permit the Company to engage in any business,

acts, or activities which are not prohibited under any law for the time being in force in the British Virgin Islands.

There are no provisions in the Company’s Articles of Association that limit a director’s power to vote on a matter in which he is materially interested, to vote compensation to himself or any other director in the absence of an independent quorum, or to vote on matters regarding borrowings by the Company. There are no retirement age requirements, and there are no shareholding requirements to qualify as a director.

The Company has only one class of stock: ordinary (or common) shares. The holders of ordinary shares do not have dividend rights, are entitled to one vote for each share held of record on all matters submitted to the stockholders, do not have rights to share in the Company’s profits, have rights to share in any surplus in the event of liquidation, do not have redemption or sinking fund provisions, are not liable to further capital calls by the Company, and are not subject to any provisions discriminating against any existing or prospective holder of such securities as a result of such shareholder owning a substantial number of shares.

In order to change the rights of holders of any class of the Company’s stock, the Memorandum of Association must be amended by a majority vote of the Company’s shareholders and of the holders of any class of stock whose rights are changed.

Annual or special meetings of the Company’s shareholders are called by the directors at any time or place of their choosing and must be called upon the written request of shareholders holding ten percent (10%) or more of the outstanding shares of the Company’s common stock. At least seven days notice of a shareholders’ meeting must be given. A shareholder may be represented at a meeting by a proxy who may speak and vote on behalf of the shareholder.

There are no limitations on the rights to own the Company’s securities or the rights of non-residents or foreign shareholders to hold or exercise voting rights on the securities imposed by foreign law or the Company’s constituent documents.

There are no provisions in the Company’s Memorandum or Articles of Association that would have an effect on delaying, deferring or preventing a change in control of the Company and that would operate only with respect to a merger, acquisition or corporate restructuring involving the Company or any of its subsidiaries.

There are no provisions in the Company’s Articles of Association governing an ownership threshold above which shareholder ownership must be disclosed.

With regard to the foregoing matters, the laws in the British Virgin Islands are not significantly different than those in the United States.

There are no conditions in the Memorandum and Articles of Association governing changes in the Company’s capital or changes in the rights of holders of any class of its stock that are more stringent than is required by law.

C. MATERIAL CONTRACTS.

We have not entered into any material contracts related to our business operations other than in the ordinary course of business and other than those described in “Item 4. Information on the Company” and in “Item 7. Major Shareholders and Related Party Transactions” or elsewhere in this annual report.

D. EXCHANGE CONTROLS.

The Company’s business is conducted in and from Hong Kong and the People’ Republic of China (the “PRC”) in Hong Kong dollars and the PRC Renminbi. Periodic reports made to U.S. shareholders are expressed in U.S. dollars using the then-current exchange rates.

The PRC Government imposes foreign currency control in part through direct regulation of the conversion of Renminbi into foreign exchange and through foreign trade restrictions. The conversion of the Renminbi into U.S. dollars must be based on the People’s Bank of China (“PBOC”) Rate. The PBOC Rate is set based on the previous day’s PRC interbank foreign exchange market rate and with reference to current exchange rates on the world financial markets. In line with the unification of the two exchange rates, the Renminbi was revalued at HK$1.00=RMB1.12 and US$1.00=RMB8.70 on January 3, 1994. Since revaluation, the exchange rate has fluctuated between a range of US$1.00 = RMB6.80 and US$1.00 = RMB8.70.

The Hong Kong dollar is freely convertible into the U.S. dollar. Since October 17, 1983, the Hong Kong dollar has been pegged to the U.S. dollar at HK$7.80 to US$1.00. The central element in the arrangements for the peg is an agreement between the Hong Kong government and the three Hong Kong banknote issuing banks, HSBC, Standard Chartered Bank and the Bank of China. Under the agreement, certificates of indebtedness, which are issued by the Hong Kong Government Exchange Fund to the banknote issuing bank to be held as cover for their banknote issues, are issued and redeemed only against payment in U.S. dollars, at the fixed exchange rate of US$1.00 = HK$7.80. When the bank notes are withdrawn from circulation, the banknote issuing banks surrender the certificates of indebtedness to the Hong Kong Government Exchange Fund and are paid the equivalent of U.S. dollars at the fixed rate. Exchange rates between the Hong Kong dollar and other currencies are influenced by the linked rate between the U.S. dollar and the Hong Kong dollar.

The market exchange rate of the Hong Kong dollar against the U.S. dollar continues to be determined by the forces of supply and demand in the foreign exchange market. However, against the background of the fixed rate system which applies to the issue of Hong Kong currency in the form of bank notes, as described above, the market exchange rate has not deviated significantly from HK$7.80 to US$1.00. See “Selected Financial Data” in Item 3 of this annual report. The Hong Kong government has stated its intention to maintain the link at that rate. The Hong Kong government has stated that is has no intention of imposing exchange controls in Hong Kong and that the Hong Kong dollar will remain freely convertible into other currencies (including the U.S. dollar). The PRC and the United Kingdom agreed in 1984 pursuant to the Joint Declaration of the Government of the United Kingdom of Great Britain and Northern Ireland and the Government of the People’s Republic of China on the Question of Hong Kong (“the Joint Declaration”) that, after Hong Kong became a special administrative region of the PRC (the “SAR”) on July 1, 1997, the Hong Kong dollar will continue to circulate and remain freely convertible. However, no assurance can be given that the SAR government will maintain the peg at HK$7.80 to US$1.00, if at all.

E. TAXATION.

There are no British Virgin Islands (“BVI”) governmental laws, decrees or regulations affecting the remittance of dividends or other payments to nonresident holders of the Company’s securities. U.S. holders of the Company’s securities are subject to no taxes or withholding provisions under existing BVI laws and regulations. By reason of the fact that the Company conducts no business within the BVI, there are no applicable reciprocal tax treaties between the BVI and the U.S. that would affect the preceding statement that there are no BVI taxes, including withholding provisions, to which U.S. security holders are subject under existing laws and regulations of the BVI.

F. DIVIDENDS AND PAYING AGENTS.

Not applicable.

G. STATEMENT BY EXPERTS.

Not applicable.

H. DOCUMENTS ON DISPLAY.

The constituent documents concerning the Company may be inspected at the offices of its U.S. counsel, Dill Dill Carr Stonbraker & Hutchings, P.C., 455 Sherman Street, Suite 300, Denver, Colorado 80203, Attn.: Fay M. Matsukage, Esq.

The Company’s documents publicly filed with the Securities and Exchange Commission may also be viewed and inspected at the SEC’s Public Reference Room located at 100 F Street, N.E., Room 1580, Washington, DC 20549. Copies may also be obtained from the SEC at prescribed rates.

I. SUBSIDIARIES INFORMATION.

Not applicable.

ITEM 11. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY

Not applicable.

PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Not applicable.

ITEM 15. CONTROLS AND PROCEDURES.

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end of the period covered by this annual report, being December 31, 2011, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company’s management, including our company’s Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our company’s Chief Executive Officer and our Chief Financial Officer concluded that our company’s disclosure controls and procedures are effective as at the end of the period covered by this report.

Disclosure controls and procedures and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management including our Chief Executive Officer and our Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Our company’s internal control over financial reporting is defined as a process designed 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. Internal control over financial reporting includes policies and procedures that:

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and asset dispositions

provide reasonable assurance that transactions are recorded as necessary to permit the preparation of our financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.

Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, 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.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we evaluated the effectiveness of our internal control over financial reporting as of December 31, 2011 based on the framework for Internal Control-Integrated Framework set forth by The Committee of Sponsoring Organizations of the Tread way Commission. Based on this evaluation, our

management concluded that our company’s internal controls over financial reporting were effective as of December 31, 2011.

This management report on internal control over financial reporting shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended or otherwise subject to the liabilities of that Section.

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

There have been no changes in our company’s internal controls over financial reporting during the period covered by this annual report that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

ITEM 16. [Reserved]

Not applicable.

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

The Board of Directors has determined that the Company has at least one member who is a financial expert, Dr. Fan Di. Dr. Fan is not considered to be an “independent director” as that term is defined in Rule 4200(a) (15) of the National Association of Securities Dealers.

ITEM 16B. CODE OF ETHICS

The Company has not yet adopted a code of ethics that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer, or controller, or persons performing similar functions. Given the Company’s current operations, management does not believe a code of ethics is necessary at this stage of the Company’s development.

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

For the fiscal years ended December 31, 2012 and December 31, 2011, the Company’s principal accountant billed $6.000 and $6.000, respectively, for the audit of the Company’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.

AUDIT RELATED FEES

For the fiscal years ended December 31, 2012 and December 31, 2011, the Company’s principal accountant billed $nil and $nil, respectively, for assurance and related services that were reasonably related to the performance of the audit or review of the Company’s financial statements outside of those fees disclosed above under “Audit Fees”.

TAX FEES

For the fiscal years ended December 31, 2012 and December 31, 2011, the Company’s principal accountant billed $nil and $nil, respectively, for tax compliance, tax advice, and tax planning services.

ALL OTHER FEES

For the fiscal years ended December 31, 2012 and December 31, 2011, the Company’s principal accountant billed $nil and $nil, respectively, for products and services other than those set forth above.

PRE-APPROVAL POLICIES AND PROCEDURES

Prior to engaging the Company’s accountants to perform a particular service, the Company’s board of directors obtains an estimate for the service to be performed. The Company’s board of directors reviews and pre-approves all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services provided by the Company’s external auditors. The board of directors in accordance with procedures for the Company approved all of the services described above.

At no time since the commencement of the Company’s most recently completed financial year has the Company relied on the waiver in paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTES

Not applicable.

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PERSONS

Not applicable.

PART III

ITEM 17. FINANCIAL STATEMENTS

See Item 18.

ITEM 18. FINANCIAL STATEMENTS

China Heli Resource Renewable Incorporated Financial Statements


Description	Page


Reports of Independent Registered Public Accounting Firm- Lake & Associates CPA’s LLC	F-1
Balance Sheets as of December 31, 2012, 2011, 2010, 2009, and 2008	F-2
Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2012, 2011, 2010, 2009, and 2008	F-3
Statements of Stockholders’ Equity for the Years Ended December 31, 2012, 2011, 2010, 2009, and 2008	F-4
Statements of Cash Flows for the Years Ended December 31, 2012, 2011, 2010, 2009, and 2008	F-5
Notes to Financial Statements	F-6

ITEM 19. EXHIBITS


Exhibit No.		Description

12.1		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14(a)
13.1		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350

SIGNATURES

The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Report on its behalf.

CHINA HELI RESOURCE RENEWABLE INCORPORATED

Dated: May 23, 2013

/s/ FAN Di

FAN Di, President (Chief Executive Officer), Acting Financial Officer

CHINA HELI RESOURCE RENEWABLE INCORPORATED

EXHIBIT INDEX

ANNUAL REPORT ON FORM 20-F


Exhibit Number	Description	Incorporated by Reference to:	Filed Herewith
12.1	Certificate of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.		X
12.2	Certificate of Chief Finance Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.		X
13.1	Certificate of Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.		X

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Exhibit 12.1

CERTIFICATION

I, FAN Di President and Chief Executive Officer, certify that:


1.	I have reviewed this annual report on Form 20−F of CHINA HELI RESOURCE RENEWABLE INCORPORATED;


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 Company as of, and for, the periods presented in this report;


4.	The Company’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 Company 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 Company, 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 Company’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 Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and


5.	The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’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 Company’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 Company’s internal control over financial reporting.

Dated: May, 23 2013

/s/ FAN DI

Name:

FAN Di

Title:

Chief Executive Officer

EX-12 5 exhibit122.htm Converted by EDGARwiz

Exhibit 12.2

CERTIFICATION

I, FAN Di, Acting Chief Financial Officer, certify that:


1.	I have reviewed this annual report on Form 20−F of CHINA HELI RESOURCE RENEWABLE INCORPORATED;


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 Company as of, and for, the periods presented in this report;


4.	The Company’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 Company 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 Company, 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 Company’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 Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and


5.	The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’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 Company’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 Company’s internal control over financial reporting.

Dated: May 23, 2013

/s/ FAN DI

Name:

FAN Di

Title:

Acting Chief Financial Officer

EX-13 6 exhibit131.htm Converted by EDGARwiz

Exhibit 13.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES−OXLEY ACT OF 2002

In connection with the Annual Report of CHINA HELI RESOURCE RENEWABLE INCORPORATED (the "Company") on Form 20−F for transition period ending December 31, 2010, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, FAN Di, Chief Executive Officer and Acting Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes−Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Dated: May 23, 2013

/s/ FAN DI

Name:

FAN Di

Title:

Chief Executive Officer

Acting Chief Financial Officer

EX-101.INS 7 crrwf-20121231.xml

20-F 2012-12-31 false China Heli Resource Renewable Incorporated 0001081823 --12-31 1763339 1763339 Non-accelerated Filer Yes Yes Yes 2012 FY

BALANCE SHEETS (USD $)	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2008
Other payables and accrued liabilities	$ 288,781	$ 246,781	$ 267,780	$ 225,781	$ 666,830
Advances from related parties	69,990	36,867	117,417	80,782	44,567
Note payable					100,000
TOTAL LIABILITIES	358,771	283,647	385,198	306,563	811,397
Paid-in Capital, no par value, 500,000,000 shares authorized, 1,763,339 as of 2012 and 2011, 1,012,551 as of 2010, 872,551 shares issued and outstanding as of 2009 and 2008	6,871,864	6,871,864	6,691,446	6,670,446	5,951,305
Stock subscriptions receivable			(452,000)	(452,000)	(452,000)
Allowance for doubtful stock subscriptions receivable			452,000	452,000	452,000
Retained Earnings (Deficit)	(7,230,635)	(7,155,511)	(7,076,644)	(6,977,009)	(6,762,702)
TOTAL STOCKHOLDERS EQUITY (DEFICIT)	$ (358,771)	$ (283,647)	$ (385,198)	$ (306,563)	$ (811,397)

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General and administrative expenses	$ 75,124	$ 78,867	$ 99,635	$ 214,307	$ 67,221
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INCOME FROM CONTINUING OPERATIONS	(75,124)	(78,867)	(99,635)	(214,307)	(67,221)
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Document and Entity Information (USD $)	Dec. 31, 2012
Document and Entity Information:
Entity Registrant Name	China Heli Resource Renewable Incorporated
Document Type	20-F
Document Period End Date	Dec. 31, 2012
Amendment Flag	false
Entity Central Index Key	0001081823
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding	1,763,339
Entity Public Float	$ 1,763,339
Entity Filer Category	Non-accelerated Filer
Entity Current Reporting Status	Yes
Entity Voluntary Filers	Yes
Entity Well-known Seasoned Issuer	Yes
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	FY

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Statements of Stockholders' Equity (USD $)	Common stock	Stock Subscription Receivable	Allowance for Doubtful Stock Subscriptions Recievable	Accumulated Deficit	Total
Cancel Subscriptions at Dec. 31, 2006
Common stock issued for services, value	$ 520,626
Common stock issued for services, shares	74,375
Net Income (Loss) for the Year				(68,503)
Stockholders' Equity, ending balance at Dec. 31, 2007	5,951,305	(452,000)	452,000	(6,695,480)	(744,176)
Balance common shares, ending balance at Dec. 31, 2007	871,963				871,963
Cancel Subscriptions at Dec. 31, 2007
100-1 Reverse split fractional shares	587
Net Income (Loss) for the Year				(67,221)
Stockholders' Equity, ending balance at Dec. 31, 2008	5,951,305	(452,000)	452,000	(6,762,702)	(811,397)
Balance common shares, ending balance at Dec. 31, 2008	872,550				872,550
Cancel Subscriptions at Dec. 31, 2008
Reduction of outstanding liabilities	719,141
Net Income (Loss) for the Year				(214,307)
Stockholders' Equity, ending balance at Dec. 31, 2009	6,670,446	(452,000)	452,000	(6,977,009)	(306,563)
Balance common shares, ending balance at Dec. 31, 2009	872,551				872,551
Cancel Subscriptions at Dec. 31, 2009
Common stock issued for accrued salaries, value	21,000
Common stock issued for accrued salaries, shares	140,000
Net Income (Loss) for the Year				(99,635)
Stockholders' Equity, ending balance at Dec. 31, 2010	6,691,446	(452,000)	452,000	(7,076,644)	(385,198)
Balance common shares, ending balance at Dec. 31, 2010	1,012,551				1,012,551
Cancel Subscriptions at Dec. 31, 2010
Common stock issued for accrued salaries, value	63,000
Common stock issued for accrued salaries, shares	420,000
Common stock issued for debt, value	117,418
Common stock issued for debt, shares	782,788
Net Income (Loss) for the Year				(78,867)
Stockholders' Equity, ending balance at Dec. 31, 2011	6,871,864			(7,155,511)	(283,647)
Cancel Subscriptions at Dec. 31, 2011	(452,000)	452,000	(452,000)
Balance common shares, ending balance at Dec. 31, 2011	1,763,339				1,763,339
Net Income (Loss) for the Year				(75,124)
Stockholders' Equity, ending balance at Dec. 31, 2012	$ 6,871,864			$ (7,230,635)	$ (358,771)
Balance common shares, ending balance at Dec. 31, 2012	1,763,339				1,763,339

STATEMENT OF CASH FLOWS (USD $)	12 Months Ended
STATEMENT OF CASH FLOWS (USD $)	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2008
Net loss	$ (75,124)	$ (78,867)	$ (99,635)	$ (214,307)	$ (67,221)
Shares Issued for Accrued Salary			21,000
Accounts payable and accrued liabilities	42,001	42,000	42,000	178,092	43,592
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	(33,123)	(36,867)	(36,635)	(36,215)	(23,629)
Change in advances from related parties	33,123	36,867	36,635	36,215	23,629
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	33,123	36,867	36,635	36,215	23,629
Shares issued for payment of payables and advances		$ 180,418