S-8

As filed with the Securities and Exchange Commission on October 28, 2010

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION 
WASHINGTON, DC 20549

__________________________________

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_________________________________________

CHINA OUMEI REAL ESTATE INC.
(Exact name of registrant as specified in its charter)

________________________________________

Cayman Islands	N/A
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)

Floor 28, Block C
Longhai Mingzhu Building
No.182 Haier Road, Qingdao 266000
(Address of Principal Executive Offices, including zip code)
_________________________________________

China Oumei Real Estate Inc. 2010 Equity Incentive Plan
(Full title of the plan)

Copies of Correspondence to:

Louis A. Bevilacqua, Esq.
Pillsbury Winthrop Shaw Pittman LLP
2300 N Street, N.W.
Washington, DC 20037
(202) 663-8000
(Name, address, and telephone number, including area code, of agent for service)

_________________________________________

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

Large accelerated filer [  ]	Accelerated filer [  ]	Non-accelerated filer [X]	Smaller reporting
			company [  ]
		(Do not check if a smaller
		reporting company)

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
Ordinary Shares, $0.002112 par value per share	3,000,000	$3.69(2)	$11,070,000	$790

⁽¹⁾ Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional securities that become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction.

⁽²⁾ Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h)(1) under the Securities Act, based on the book value per share of the Registrant as of June 25, 2010 because there is no current market for the Ordinary Shares of the Registrant.

PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

All Information required by Part I of Form S-8 to be contained in the prospectus is omitted from this registration statement in accordance with Rule 428 under the Securities Act.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents, which have been filed by the Company with the Securities and Exchange Commission (the “Commission”), are incorporated in this Registration Statement by reference:

(a)

The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed with the Commission on March 22, 2010;

(b)

The Company’s Quarterly Report on Form 10-Q for the quarter ended June 25, 2010, filed with the Commission on August 16, 2010;

(c)

The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, filed with the Commission on May 20, 2010;

(d)

The Company’s Current Reports on Form 8-K, filed with the Commission on April 15, 2010, April 19, 2010, June 23, 2010, August 6, 2010, October 13, 2010, and October 15, 2010, and the Company’s Current Report on Form 8-K/A filed with the SEC on June 1, 2010; and

(e)

The description of the Company’s Common Stock contained in the Registration Statement on Form 10, filed with the Commission on July 14, 2006, as amended on September 13, 2006, pursuant to Section 12(g) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any further amendment or report filed hereafter for the purpose of updating such description.

All documents that the Company files after the date of this prospectus pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of this offering, shall be deemed to be incorporated by reference into this prospectus and will automatically update information in this prospectus; provided, however, that notwithstanding the forgoing, unless specifically stated to the contrary, none of the information that the Company discloses under Items 2.02 or 7.01 of any Current Report on Form 8-K that the Company may from time to time furnish to the SEC will be incorporated by reference into, or otherwise included in, this prospectus.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 4.     DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Companies Law of the Cayman Islands does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors. However, such provision may be held by the Cayman Islands courts to be unenforceable, to the extent it seeks to indemnify or exculpate a fiduciary, for example, in respect of their actual fraud or willful default or for the consequences of committing a crime. Our amended and restated memorandum and articles of association provide for indemnification of our directors and officers to the fullest extent permitted by law against any expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by them in connection with any threatened, pending, or completed action, suit or proceeding; provided, however, that no director or officer is indemnified against any liability arising out of (a) any actual fraud or dishonesty in the performance of such person’s duty to us, or (b) such person’s conscious, intentional or willful breach of his or her obligation to act honestly, lawfully and in good faith with a view to our best interests.

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Insofar as indemnification by us for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling the company pursuant to provisions of our articles of association, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification by such director, officer or controlling person of us in the successful defense of any action, suit or proceeding is asserted by such director, officer or controlling person in connection with the securities being offered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

At the present time, there is no pending litigation or proceeding involving a director, officer, employee or other agent of ours in which indemnification would be required or permitted. We are not aware of any threatened litigation or proceeding, which may result in a claim for such indemnification.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

ITEM 8.     EXHIBITS.

Exhibit	Description
4.1	China Oumei Real Estate Inc. 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 15, 2010)
5.1	Opinion of Maples and Calder
23.1	Consent of PMB Helin Donovan, LLP
23.2	Consent of MSPC, Certified Public Accountants and Advisors, A Professional Corporation
23.3	Consent of Maples and Calder (included in Exhibit 5.1)
24.1	Power of Attorney (included on the Signature Page to this Registration Statement)

ITEM 9.     UNDERTAKINGS.

(A)

The undersigned Registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

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(iii)

To include any additional or changed material information with respect to the plan of distribution not previously disclosed in this Registration Statement;

provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the Registration Statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(B)

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(C)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in City of Qingdao, People’s Republic of China, on this 28^th day of October, 2010.

CHINA OUMEI REAL ESTATE INC.

By /s/ Weiqing Zhang                    
      Weiqing Zhang 
      Chief Executive Officer

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature to this Registration Statement on Form S-8 appears below hereby constitutes and appoints Weiqing Zhang and Zhaohui John Liang, and each or any of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to sign any registration statement for the same offering covered by this Registration Statement on Form S-8 that is to be effective on filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his substitute or their substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on October 28, 2010.

SIGNATURE	TITLE
/s/ Antoine Cheng	Chairman
Antoine Cheng
/s/ Weiqing Zhang	Chief Executive Officer and Director
Weiqing Zhang	(Principal Executive Officer)
/s/ Zhaohui John Liang	Chief Financial Officer
Zhaohui John Liang	(Principal Financial Officer and Accounting Officer)
/s/ Lawrence Lee	Director
Lawrence Lee
/s/ Dr. Peter Linneman	Director
Dr. Peter Linneman
/s/ Ruiping Tao	Director
Ruiping Tao

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INDEX TO EXHIBITS

Exhibit	Description
4.1	China Oumei Real Estate Inc. 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 15, 2010)
5.1	Opinion of Maples and Calder
23.1	Consent of PMB Helin Donovan, LLP
23.2	Consent of MSPC, Certified Public Accountants and Advisors, A Professional Corporation
23.3	Consent of Maples and Calder (included in Exhibit 5.1)
24.1	Power of Attorney (included on the Signature Page to this Registration Statement)

EX-5.1

Exhibit 5.1

China Oumei Real Estate Inc.
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands

28 October 2010

Dear Sirs

China Oumei Real Estate Inc.

We act as counsel as to matters of Cayman Islands law to China Oumei Real Estate Inc., an exempted company incorporated in the Cayman Islands with incorporation number 164013 (the "Company").

1 Documents Reviewed

We have reviewed originals, copies, drafts or conformed copies of the following documents:

1.1	The Certificate of Incorporation dated 10 March 2006, the Certificate of Incorporation on change of Name dated 9 August 2010 and the Amended and Restated Memorandum and Articles of Association of the Company as adopted on 6 August 2010 (the "Articles").
1.2	The written resolutions (collectively, the "Resolutions") of: (i) the Board of Directors of the Company dated 12 October 2010; (ii) the Compensation Committee dated 12 October 2010; and (ii) the majority shareholder of the Company dated 12 October 2010.
1.3	A certificate from an officer of the Company dated 28 October 2010 (the "Officer's Certificate").
1.4	The form the Company's 2010 Equity Incentive Plan (the "2010 Equity Incentive Plan").
2	Assumptions

The following opinion is given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion. In giving this opinion we have relied (without further verification) upon the completeness and accuracy of the Officer's Certificate. This opinion only relates to the laws of the Cayman Islands which are in force on the date of this opinion. We have also relied upon the following assumptions, which we have not independently verified:

2.1	Copy documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals, and translations of documents provided to us are complete and accurate.
2.2	All signatures, initials and seals are genuine.
2.3	At the time of the issue of each of the ordinary shares US$0.002112 each in the Company ("Ordinary Shares") to be issued pursuant to the 2010 Equity Incentive Plan (the "Plan Shares"):

(a)	the laws of the Cayman Islands (including the Companies Law (2010 Revision) of the Cayman Islands (the "Companies Law")) will not have changed;
(b)	the Company will have sufficient authorised but unallotted and unissued Ordinary Shares necessary to issue the Plan Shares;
(c)	the Company will be able to pay its debts as they fall due in the ordinary course of business immediately following the issue of the Plan Shares;
(d)	the Company will not have been struck off or placed in liquidation;
(e)	the issue price for the Plan Shares will not be less than the par value of the Plan Shares; and
(f)	the Articles will not have been altered, amended or restated.

2.4	There is nothing under any law (other than the law of the Cayman Islands) which would or might affect the opinions hereinafter appearing.
3	Opinions

Based upon, and subject to, the foregoing assumptions and the qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:

3.1	The 2010 Equity Incentive Plan and the 3,000,000 Ordinary Shares to be issued pursuant to the 2010 Equity Incentive Plan (the "Plan Shares") have been duly authorised by and on behalf of the Company.
3.2	Upon receipt of by the Company of the issue price therefor and such Plan Shares being entered as fully paid on the Register of Members, the Plan Shares will have been duly and legally issued as fully paid and non-assessable. The rights and restrictions of the Plan Shares will be as set out in the Articles.
4	Qualifications

The opinions expressed above are subject to the following qualifications:

4.1	Cayman Islands stamp duty may be payable if the original 2010 Equity Incentive Plan is brought to or executed in the Cayman Islands.
4.2	The obligations of the Company may be subject to restrictions pursuant to United Nations sanctions as implemented under the laws of the Cayman Islands.

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4.3

We make no comment with regard to the references to foreign statutes in the 2010 Equity Incentive Plan.

4.4

Under the Companies Law, the register of members of a Cayman Islands company is by statute regarded as prima facie evidence of any matters which the Companies Law directs or authorises to be inserted therein. A third party interest in the shares in question would not appear. An entry in the register of members may yield to a court order for rectification (for example, in the event of fraud or manifest error).

We express no view as to the commercial terms of the 2010 Equity Incentive Plan and make no comment with regard to the representations that may be made by the Company.

We hereby consent to the filing of this opinion as Exhibit 5.1 to that certain Registration Statement on Form S-8 to be filed by the Company with the Securities and Exchange Commission on or about 28 October 2010 (such Registration Statement, as amended from time to time, the “Registration Statement”) and to all references to us in the Registration Statement and in the Prospectus included therein. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 of the United States or the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder.

Yours faithfully

/s/ Maples and Calder        
Maples and Calder

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors
China Oumei Real Estate Inc. and subsidiaries:

We consent to the incorporation by reference in this Registration Statement on Form S-8 of China Oumei Real Estate Inc. (formerly Dragon Acquisition Corporation) (the “Company”) of our report dated March 18, 2010, relating to the balance sheets of the Company as of December 31, 2009 and 2008, and the related statements of operations, shareholders’ equity (deficit), and cash flows for the years ended December 31, 2009 and 2008, and the cumulative period from inception (March 10, 2006) through December 31, 2009, appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.

/s/ PMB Helin Donovan
Houston, TX
October 28, 2010

EX-23.2

Exhibit 23.2

[Letterhead of MSPC, Certified Public Accountants and Advisors, A Professional Corporation]

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

      We consent to the incorporation by reference in this Registration Statement on Form S-8 of China Oumei Real Estate Inc. (formerly Dragon Acquisition Corporation) (the “Company”) of our report dated March 23, 2010, relating to the consolidated balance sheets of Leewell Investment Group Limited and Subsidiaries as of December 25, 2009 and 2008 and the related consolidated statements of income and comprehensive income, changes in shareholders' equity, and cash flows for each of the three years in the period ended December 25, 2009, appearing in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 19, 2010.

/s/ MSPC            
MSPC
Certified Public Accountants and
Advisors, A Professional Corporation

New York, NY
October 28, 2010