Unassociated Document

20-F 1 v189552_20f.htm Unassociated Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

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

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2009

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from ___ to ______

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 ________________

Commission file number: 000-53518

Green China Resources, Inc.

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

British Virgin Islands

(Jurisdiction of incorporation or organization)

11F, Tower A, Building No. 1

GT International Centre

Jia 3 Yongaudongli Jianguomenwai Avenue

Chayang District, Beijing

100022, P.R. China

(Address of principal executive offices)

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: Ordinary Shares, no par value

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 1 Ordinary Share.

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 transaction 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.

¨ Yes xNo

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

¨ 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. (Check one):

¨ 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 U.S. 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).

¨ Yes x 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 Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

¨ Yes ¨ No

TABLE OF CONTENTS

PART I

Item 1. Identity Of Director, Senior Management and Advisers		Page 4
A-	Directors and Senior Management	Page 4
B-	Advisors	Page 4
C-	Auditors	Page 4

Item 2. Offer Statistics and Expected Timetable		Page 4

Item 3. Key Information
A-	Selected Financial Data	Page 4
B-	Capitalization and Indebtedness	Page 5
C-	Reasons for the Offer and Use of Proceeds	Page 6
D-	Risk Factors	Page 6

Item 4. Information on the company
A-	History and Development of the company	Page 14
B-	Business Overview	Page 15
C-	Organizational Structure	Page 20
D-	Property, Plants and Equipment	Page 20

Item 4A. Unresolved Staff Comments		Page 20

Item 5. Operating and Financial Review and Prospects		Page 20
A-	Operating Results	Page 21
B-	Liquidity and capital resources	Page 23
C-	Research and development, patents and licenses, etc.	Page 23
D-	Trend Information	Page 24
E-	Off-balance sheet arrangements	Page 24
F-	Tabular disclosure of contractual obligations	Page 24
G-	Safe harbor	Page 24

Item 6. Directors, Senior Management and Employees

A-	Directors and Senior Management	Page 24
B-	Compensation	Page 24
C-	Board Practices	Page 25
D-	Employees	Page 25
E-	Share Ownership	Page 26

Item 7. Major Shareholders and Related Party Transactions
A-	Major Shareholders	Page 27
B-	Related Party Transactions	Page 27
C-	Interests of Experts and Counsel	Page 28

Item 8. Financial Information
A-	Consolidated Statements and Other Financial Information	Page 28
B-	Significant Changes	Page 28

Item 9. The Offer and Listing		Page 28
A-	Information Regarding Price History of Ordinary Shares	Page 28
B-	Plan of Distribution	Page 28
C-	Markets	Page 29
D-	Selling Shareholders	Page 29
E-	Dilution	Page 29
F-	Expenses of the Issue	Page 29

Item 10. Additional Information
A-	Share Capital	Page 29
B-	Memorandum and Articles of Association	Page 30
C-	Material Contracts	Page 33
D-	Exchange Controls	Page 33
E-	Taxation	Page 33
F-	Dividends and Paying Agents	Page 33
G-	Statements of Experts	Page 33
H-	Documents on Display	Page 33
I-	Subsidiary Information	Page 33

Item 11. Quantitative And Qualitative Disclosures About Market Risk		Page 33

Item 12. Description Of Securities Other Than Equity Securities		Page 33

PART II

Item 13. Defaults, Dividend Arrearages And Delinquencies		Page 34

Item 14. Material Modifications To The Rights Of Security Holders And Use Of Proceeds		Page 34

Item 15. Controls and Procedures		Page 34
A-	Disclosure Controls and Procedures	Page 34
B-	Management’s Annual Report on Internal Control Over Financial Reporting	Page 34
C-	Attestation Report of the Registered Public Accounting Firm	Page 35
D-	Changes in Internal Control Over Financial Reporting	Page 35

Item 16. [Reserved]		Page 35

Item 16A. Audit Committee Financial Expert		Page 36

Item 16B Code of Ethics.		Page 36

Item 16C Principal Accountant Fees and Services.		Page 36

Item 16D. Exemption From The Listing Standards For Audit Committees		Page 37

Item 16E. Purchases of Equity Securities By The Issuer And Affiliated Purchasers				Page 37

Item 16F. Changes in Registrant’s Certifying Accountant				Page 37

Item16G. Corporate Governance				Page 37

PART III

Item 17. Financial Statements				Page 37

Item 18. Financial Statements				Page 37

Item 19. Exhibits				Page 54

Unless the context otherwise requires, all reference in this annual report to “Green China Resources, Inc”, “we”, “our”, “us”, “our company” and the “company” refer to “Green China Resources, Inc”. Reference to “dollars” or “$” are to United States dollars.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our industry, our beliefs, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “would,” “should,” “targets,” “projects,” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements including, without limitation, the risks, uncertainties and other factors we identify in “Risk Factors” and elsewhere in this Annual Report and in our other filings with the SEC.

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Annual Report should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in “Risk Factors” and elsewhere in this Annual Report. You should not place undue reliance on these forward-looking statements, which apply only as of the date of the filing of this Annual Report. We do not undertake any obligation to update or revise any forward-looking statements. Except to the extent required by law, neither we, nor any of our advisors intends or has any duty or obligation to supplement, amend, update or revise any of the forward-looking statements contained or incorporated by reference in this document.

PART I

Item 1.

Identity Of Director, Senior Management and Advisers

A -

Directors and Senior Management

The sole director and officer of the company at December 31, 2009, was Mr. Chalopin who maintains an address at 11F Tower A, Building No. 1, GT International Centre, Jia 3 Yongandongli Jianguomenwei Avenue, Chayang District, Beijing 100022, PRC.

B -

Advisors

Not Applicable

C -

Auditors

The independent auditors for the company are Chisholm, Bierwolf, Nilson & Morrill, with an address at 533 W. 2600 S. Suite 25 Bountiful, UT 84010, Tel: 801 292-8756

Item 2.

Offer Statistics and Expected Timetable

Not applicable.

Item 3.

Key Information

A -

Selected Financial Data

The company was established as a foreign private issuer, registered under the Securities Exchange Act of 1934, as amended, for the purpose of being the surviving public company of a merger with a public reporting company formed as a special purpose acquisition corporation under the laws of the State of Delaware, with common stock trading on the OTC Bulletin Board. The planned merger was not completed because of a negative shareholder vote of the Delaware company taken on December 26, 2008, during the financial crisis of that time. Since its incorporation, the company has incurred its organizational expenses and related corporate fees and expenses and beginning in 2010 it has incurred expenses associated with the development of its business plan for form a joint venture and acquire operating assets in China. The expenses incurred in 2008 and 2009 were covered by advances made by the sole shareholder. There has been no formal agreement by the sole shareholder to provide amounts to cover corporate expenses in the past or to continue to extend such amounts in the future.

The company was incorporated on March 20, 2008, and the initial share issued, out of the maximum of the original 100,000,000 authorized ordinary shares of the single class of equity, with a par value of US$0.0001, The Memorandum and Articles of Association were subsequently amended on April 23, 2008, to reflect certain provisions of the revised corporate law of the British Virgin Islands, which amendments included a change in the maximum number of shares that the company could issue to 150,000,000 shares with no par value.

The financial transactions are conducted in and the financial statements of the company are maintained in United States dollars. Therefore, no exchange rate data is required to be disclosed in this Annual Report.

Selected Financial Information
Balance Sheet Data :	December 31, 2008			December 31, 2009
Current Assets:	$	-		$	-
Total Assets:	$	-		$	-
Total Liabilities:	$	16,430		$	34,252
Stockholders’ Equity (Deficit) :	$	(16,430	)	$	(34,252	)

Statements of Operations Data	For the fiscal year ended December 31, 2008			For the fiscal year ended December 31, 2009
Net Revenue:	$	-		$	-
Gross Profit:	$	-		$	-
Operating Expenses:	$	16,430		$	28,622
Net (Loss) :	$	(16,430	)	$	(28,622	)

The above table does not reflect certain capital share transactions that occurred in the fiscal year ending December 31, 2010. On January 3, 2010, the company entered into investment agreements with two accredited investors to privately place an aggregate of 6,030,000 ordinary shares for an aggregate of $1,275,392 in proceeds, of which $60,300 has been paid to date and the balance of $1,215,092 is due when the company completes additional financing through the sale of additional ordinary shares in which it raises at least $10,000,000 in gross proceeds. The balance of the purchase price is secured by the shares being acquired, and if the purchase price is not fully paid, then the shares to be issued under the purchase agreement will be cancelled and returned to the status of authorized but unissued shares. The proceeds from the sale of these shares will be used for working capital. One of the investors is Chaldon Ltd., a company controlled by our current sole director and officer, Mr. Chalopin.

During February 2010, the company entered into agreements with five individual vendors to provide various different services, including financial information, translation services, investor services and services to facilitate a substantial raise of capital and implementation of the business plan of the company. The terms of the agreements cover service periods of six months to eleven months during 2010, depending on the vendor and services. The aggregate number of shares issued to pay for the all these services was 240,000, with an agreed upon aggregate value of $60,000.

B-

Capitalization and Indebtedness

Not applicable.

C-

Reasons for the Offer and Use of Proceeds

Not applicable.

D-

Risk Factors

An investment in the company is highly speculative in nature and involves an extremely high degree of risk. A prospective investor should consider the possibility of the loss of an investor’s entire investment and evaluate all information about us and the risk factors discussed below in relation to his financial circumstances before investing in us.

There may be conflicts of interest between our management and the shareholders of the company.

Conflicts of interest create the risk that management may have an incentive to act adversely to the interests of the shareholders of the company. A conflict of interest may arise between our management's personal pecuniary interest and its fiduciary duty to our shareholders. In addition, Jean Chalopin, our current sole officer and director, is currently involved with other public and private companies, and he may have conflicts in the pursuit of business opportunities for the company with the other companies with which he is, and may in the future be, affiliated. If we and the other companies that management is affiliated with desire to take advantage of the same opportunity, then members of management that are affiliated with both companies would abstain from voting upon the opportunity, to the extent possible. In the event of identical officers and directors, or members of management, such individuals will arbitrarily determine the company that will be entitled to proceed with the proposed transaction.

We have no current operating business and face the risks of starting a new business endeavor.

Although we have put together a new business plan during late 2009 and 2010 to own and operate a heat recovery system in China and taken the initial steps to implement this plan, including beginning to raise some initial funding, we currently have no fully operating business and have had no revenues since inception. There can be no assurance that management will be able to implement its proposed business plan and actively commence operations. We face all of the risks inherent in the investigation, acquisition, or involvement in a new business opportunity. An investor’s purchase of any of our securities must be regarded as placing funds at a high risk in a new or "start-up" venture with all of the unforeseen costs, expenses, problems, and difficulties to which such ventures are subject. We will, in all likelihood, sustain operating expenses without corresponding revenues in our early phases of business acquisition and development. This may result in our incurring a net operating loss in our early stages of business development.

The financial statements of the company indicate that there is a going concern issue and the independent auditors have indicated in their report that the company has a going concern limitation.

In 2009 the company did not have any capital and has relied on advances from its sole shareholder to meet its obligations from time to time. We did not obtain any equity funding until January 2010, the proceeds of which are not fully payable to the company until a future financing of $10,000,000 is completed. There is no assurance that the company will be able to raise capital to meet its obligations or be able to satisfy the January 2010 financing, conduct its business operations or implement its business plan. The business that the company is contemplating developing will take a substantial amount of capital, therefore, it will require the company to raise funds from outside investors, for which it has no agreements, to date. Therefore, the ability to launch its current business plan may not be possible, and it may not be able to continue in business.

Part of our business plan includes the acquisition of operating businesses for which there may be competition.

To the extent that we pursue a business acquisition, which is possible within the scope of our business plan, we may be in a highly competitive market. The competition is likely to reduce the likelihood of consummating a business combination. A large number of established and well-financed entities, including small public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us. Many of these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do; consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination.

Our future success is dependent on the ability of management to identify and pursue a suitable business opportunity.

The success of our plan of operations will depend to a great extent on our management’s ability to identify a suitable potential business opportunity and then its ability to pursue it. We cannot assure you that management will be able to identify a suitable business segment, or a business opportunity within an identified business area. Even if identified, management may not be able to be able to conclude a business plan that can be financed and developed. The success of our future operations will be dependent upon the aggregate of management persons of the resulting business and numerous other factors beyond our control, such as the ability to finance the business, grow the business and successfully manage it. In addition, even if we consummate a business opportunity, there is no assurance that the business opportunity we acquire or develop will generate revenues or profits, or that the value of our ordinary shares will increase as a result of a particular business opportunity.

Because of our size and limited access to financing, we only intend to pursue a single business opportunity in the initial stages, and thus your investment will lack diversification.

Because of our limited management and financial resources, it is unlikely that we will be able to diversify our business for a substantial time after the initial business plan is developed and pursued. The inability to diversify our business activities will subject our investors and shareholders to economic fluctuations within a particular business or industry and therefore increase the risks associated with the investment.

We have no existing agreements for the start of a particular business plan or the acquisition of a particular business opportunity.

We have no arrangements, agreements or understandings in respect of our currently proposed business ideas or in respect of acquiring or developing an operating business. No assurances can be given that we will successfully structure any proposed business. We cannot give assurance that we will be able to negotiate a business opportunity on favorable terms to our investors. Further, management will attempt to structure any such business development or acquisition so as not to require shareholder approval, which will mean that the shareholders will be entirely dependent on the judgment of management in the development of the company.

Management intends to devote only a limited amount of its business time to seeking a target business opportunity which may adversely impact our ability to identify and implement a suitable business for acquisition or development.

While pursuing a business opportunity, management persons will only devote a very limited amount of their business time to the affairs of the company. Our sole officer has not entered into a written employment agreement with us and is not expected to do so in the foreseeable future. This limited commitment may adversely impact our ability to identify and consummate a successful business opportunity. To supplement our business search and development activities, we may be required to employ accountants, technical experts, appraisers, attorneys, or other consultants or advisors. Some of these outside advisors may be our affiliates or their affiliated entities. The selection of any such advisors will be made by our management without any input from shareholders, and the engagement of such persons may reduce the value of your investment.

The time and cost of preparing a private business to become part of a public reporting company may preclude us from entering into a merger or acquisition with the most attractive private companies.

Target businesses that are not subject to SEC reporting requirements at the time of the acquisition may delay or preclude an acquisition. Sections 13 and 15(d) of the Exchange Act require reporting companies to provide certain information about significant acquisitions, including certified financial statements for the business or company acquired, covering one, two, or three years, depending on the relative size of the target business. The time and costs that may be incurred by some target entities to prepare these statements may significantly delay or essentially preclude consummation of their acquisition by us. Otherwise suitable acquisition prospects that do not have or are unable to obtain the required audited statements may be inappropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable. Further, the internal control management assessment and auditor attestation requirements under Section 404 of the Sarbanes-Oxley Act of 2002 may limit the number of suitable acquisition prospects if they cannot, or are unwilling to, comply with these requirements.

The company may be subject to further SEC regulation under the Investment Company Act which would adversely affect our operations.

Although we are subject to the reporting requirements under the Exchange Act, management believes we will not be subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”), since we will not be engaged in the business of investing or trading in securities. If our business results in our holding passive investment interests in a number of entities, we could be subject to regulation under the Investment Company Act. If so, we would be required to register as an investment company and could be expected to incur significant registration and compliance costs. We have obtained no formal determination from the SEC as to our status under the Investment company Act and, consequently, violation of the Investment Company Act could subject us to material adverse consequences.

Operating a business in a foreign jurisdiction may present special risks associated with the local business practices and laws compared to operating a business in the United States.

We will be subject to the business risks inherent in the location of its operations. To the extent the operations are not in the United States, there may be certain types of risks that are not common to operating a business in the United States. These risks might include, for example, currency fluctuation issues, repatriation of profit limitations, restrictive regulatory regimes, regulatory limits on ownership and business operations, punitive tariffs and taxes, fluctuating local tax policies, trade embargoes, risks related to shipment of raw materials and finished goods across national borders and cultural and language differences. Economies of one country or region may differ favorably or unfavorably from the United States economy in terms of government debt, economic policy, growth of gross national product, rate of inflation, market development, rate of savings, and capital investment, resource self-sufficiency and balance of payments positions. One or more of these factors or other similar factors may impair the value of an investment in the company.

Our ordinary shares are not traded, and there is no liquidity in the shares of our ordinary shares.

The ordinary shares are not traded on any exchange or in any trading medium. We do not know if and when we will have any trading activity in our ordinary shares. We may have to undertake a reverse or forward split of our shares to achieve a capitalization that is attractive to investors or business partners, which split may not reflect the value of the company at that time. There can be no assurance that there will be an active market for our shares after we complete a business acquisition or as we develop a business. The market liquidity will be dependant on the perception of the operating business and any steps that its management might take to bring the company to the awareness of investors. There can be no assurance given that there will be any awareness generated. Consequently investors may not be able to liquidate their investment or liquidate it at a price that reflects the value of the business. If a more active market should develop, the price of an ordinary share may be highly volatile.

Because there may be a low price for our securities, many brokerage firms may not be willing to effect transactions in the securities. Even if an investor finds a broker willing to effect a transaction in our securities, the combination of brokerage commissions, transfer fees, taxes, if any, and any other selling costs may exceed the selling price. Further, many lending institutions will not permit the use of such securities as collateral for any loans.

In connection with any business acquisition or business development, we intend to seek to have our ordinary shares quoted on the OTC BB or an exchange. However, we will not be able to obtain quotation for our ordinary shares on the OTC BB or listing on an exchange until a number of conditions have been satisfied including, without limitation, the following: (i) being in compliance with the periodic reporting requirements under the Exchange Act, (ii) having a sufficient number of ordinary shares outstanding, (iii) having a sufficient number of shareholders, and (iv) for the OTC BB attracting the attention of brokerage firms that are willing to make a market in our ordinary shares. We cannot assure when, or if, these conditions and any other requirements will be satisfied. We can give no assurance that FINRA or an exchange will approve the quotation or listing of our stock in a timely manner. In the event the ordinary shares to not publicly trade, the value of your investment may be reduced or realizable.

Even if our ordinary shares are approved for quotation on the OTC BB or trade on an exchange, we are not certain that any trading market will develop or, if it develops, whether such trading market will be sustained. Investors should understand that there may be no alternative exit strategy for them to recover or liquidate their investments in our ordinary shares. Accordingly, investors must be prepared to bear the entire economic risk of an investment in our ordinary shares for an indefinite period of time.

In addition, we will be subject to an SEC rule (Rule 15c2-11) that imposes various requirements on broker-dealers who sell securities governed by the rule to persons other than established customers and accredited investors. The requirement that broker-dealers comply with this rule will deter broker-dealers from recommending or selling our ordinary shares, thus further adversely affecting the liquidity and share price of a share, as well as our ability to raise additional capital.

Although many of our ordinary shares are “restricted securities,” over time they will become eligible for resale under Rule 144, which sales may impact the public market for investor shares.

All of our shares currently outstanding are "restricted securities" within the meaning of Rule 144 under the Securities Act. As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemption from registration under the Securities Act and as required under applicable state securities laws. Rule 144 currently provides that a non-affiliated person (and who has not been an affiliate during the prior three months) may sell all of his restricted securities in a reporting company beginning six months after purchase, provided the issuer remains current in its reporting obligations during the next six months. However, an affiliated person may sell his restricted securities beginning six months after purchase, provided the following conditions are met: (i) the issuer is current in its reporting obligations, (ii) all sales are in brokerage transactions, (iii) a Form 144 is filed, and (iv) during every three months the number of shares sold that does not exceed 1.0% of a company's outstanding common stock. A sale under Rule 144 or under any other exemption from the Securities Act, if available, or pursuant to subsequent registrations of our shares, may have a depressive effect upon the price of our shares in any market that may develop.

The availability of the exemption from registration provided by Rule 144 is, however, limited in the case of the resale of shares initially acquired when the issuer was a shell company or is a former shell company. Rule 144(i) provides that shares initially acquired when the issuer was a shell company or former shell company may not be resold under Rule 144 until the following conditions are satisfied: (i) the issuer has ceased to be a shell company, (ii) the issuer is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, (iii) the issuer has filed all reports required under the Exchange Act (other than Form 8-K reports) during the preceding 12 months, and (iv) one year has elapsed since the issuer filed Form 10 information reflecting it is no longer a shell company.

Compliance with the criteria for securing exemptions under federal securities laws and the securities laws of the various states is extremely complex, especially in respect of those exemptions affording flexibility and the elimination of trading restrictions in respect of securities received in exempt transactions and subsequently disposed of without registration under the Securities Act or state securities laws.

There are issues impacting liquidity of our securities with respect to the SEC’s review of a future resale registration statement.

All of our ordinary shares outstanding are “restricted securities.” The current holders do not have any registration rights, however registration rights may be granted in connection with future issuances of ordinary shares. In such event, the company would file a resale registration statement on Form F-1, or some other available form, to register for resale such ordinary shares that are covered by the registration rights agreement. We cannot control this future registration process in all respects as some matters are outside our control. Even if we are successful in causing the effectiveness of the resale registration statement, there can be no assurances that the occurrence of subsequent events may not preclude our ability to maintain the effectiveness of the registration statement. Any of the foregoing items could have adverse effects on the liquidity of our ordinary shares. Further, a sale of our shares pursuant to an effective registration may have a depressive effect upon the price of our shares in any market that may develop.

In addition, the SEC has developed internal guidelines concerning the use of a resale registration statement to register the securities issued to certain investors in private investment in public equity (PIPE) transactions, where the issuer has a market capitalization of less than $75 million and, in general, does not qualify to file a registration statement on Form F-3 to register its securities. The SEC has taken the position that these smaller issuers may not be able to rely on Rule 415 under the Securities Act (“Rule 415”), which generally permits the offer and sale of securities on a continued or delayed basis over a period of time, but instead would require that the issuer offer and sell such securities in a direct or "primary" public offering, at a fixed price, if the facts and circumstances are such that the SEC believes the investors seeking to have their shares registered are underwriters and/or affiliates of the issuer. It appears that the SEC in most cases will permit a registration for resale of up to one third of the total number of shares of common stock then currently owned by persons who are not affiliates of such issuer and, in some cases, a larger percentage depending on the facts and circumstances. Staff members also have indicated that an issuer in most cases will have to wait until the later of six months after effectiveness of the first registration or such time as substantially all securities registered in the first registration are sold before filing a subsequent registration on behalf of the same investors. Since, following a business combination or acquisition, we may have only a limited number of tradable shares, it is unclear as to how many, if any, shares the SEC will permit us to register for resale, but SEC staff members have indicated a willingness to consider a higher percentage in connection with registrations following shell company acquisitions. The SEC may require as a condition to the declaration of effectiveness of a resale registration statement that we reduce or “cut back” the number of shares to be registered in such registration statement. The result of the foregoing is that a shareholder’s liquidity in our ordinary shares may be adversely affected in the event the SEC requires a cut back of the securities as a condition to allow the company to rely on Rule 415 with respect to a resale registration statement, or, if the SEC requires us to file a primary registration statement.

We have never paid dividends on our ordinary shares.

We have never paid dividends on our ordinary shares. The payment of dividends will depend on meeting any internal capital requirements for the business and will be in the discretion of the board of directors. Because we plan to be operating in China, the payment of dividends to our shareholders will be subject to obtaining approvals from certain Chinese authorities, complying with certain retained capital obligations and subject to withholding tax obligations.

The company may be subject to certain tax consequences in our business, which may increase our cost of doing business.

We may not be able to structure any business to result in tax-free treatment for the companies or their shareholders, which could deter third parties from investing in the company or acquiring a business. We intend to structure our business operations in such a way as to maximize the tax benefits. If we are unable to achieve a tax free or low tax structure, out business plan may be more expensive and our return on investment may be less than desired or less than comparable companies.

The company anticipates issuing more shares in developing a business opportunity, which will result in substantial dilution.

Our Amended Memorandum and Article of Association authorizes the issuance of a maximum of 150,000,000 shares, which may be issued as ordinary shares or preference shares. To date, we have issued or are committed to issue, an aggregate of 6,270,001 ordinary shares. We anticipate having to issue additional securities of the company in the future, either for the capital we will need or in connection with the development of our business ideas. We will attempt to structure any such issuance so as to be done without shareholder approval. Any issuance will result in dilution, which may be substantial in terms of the percentage of our shares held by our then existing shareholders. Moreover, the stock issued may be valued on an arbitrary or non-arm’s-length basis by our management, resulting in an additional reduction in the percentage of stock held by our then existing shareholders. Our Board of Directors has the power to issue any or all of the authorized but unissued shares without shareholder approval. To the extent that any preference shares are issued, the rights of the holders of ordinary shares may be materially adversely affected.

Because we may seek to complete a business opportunity through a “reverse merger,” following such a transaction we may not be able to attract the attention of major brokerage firms.

Because we may pursue a “reverse merger” structure, it is possible that securities analysts of major brokerage firms may not provide coverage of our company as there is no incentive to brokerage firms to recommend the purchase of our common stock. No assurance can be given that brokerage firms will want to conduct any future secondary offerings on behalf of our company following a reverse merger.

Our Restated Articles of Incorporation authorizes the issuance of preference stock by our Board of Directors.

Our Restated Articles of Incorporation authorizes the issuance of preference stock out of the aggregate authorized number of shares, which may be instilled with designations, rights and preferences as may be determined by our Board of Directors in their discretion or as a result of negotiations. Accordingly, our Board of Directors is empowered, without shareholder approval, to issue preference stock with dividend, liquidation, conversion, voting, or other rights which could adversely affect the voting power or other rights of the holders of the ordinary shares or previously issued preference shares. In the event of issuance, the preference stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the company. Although we have no present intention to issue any shares of its authorized preferred stock, there can be no assurance that the company will not do so in the future.

As a foreign private issuer, we may follow certain home country corporate governance practices instead of those set by US Federal regulation and any exchange requirements.

As a foreign private issuer, incorporated in the BVI, we are permitted to follow certain home country corporate governance practices instead of those established by United States Federal regulation and United States exchange requirements. We expect to follow our BVI home country practice with respect to, among other things, the composition of our board, director nomination procedures, the compensation of officers, holding of annual meetings, the distribution of annual reports to shareholders and quorum requirements at shareholders’ meetings. In addition, we expect to follow BVI law instead of any other requirements that mandate that we obtain shareholder approval for certain dilutive events, such as the establishment or amendment of certain equity-based compensation plans, an issuance that will result in a change of control, certain transactions other than a public offering involving issuances of 20% or greater interests in the company and certain acquisitions of the stock or assets of another company.

As a foreign private issuer, we are obligated to file an annual report on Form 20-F with audited financial statements and a report on Form 6-K at such times as we release information to the public either voluntarily or pursuant to the BVI laws. Therefore, our frequency of filing financial and other information may be less than that of a domestic United States registered company under the rules and regulations of the SEC. Investors may not receive information on a timely basis, therefore increasing their risk of investment.

We are a BVI company and, because judicial precedent regarding the rights of shareholders is more limited under BVI law, shareholders may have less protection for their shareholder rights than they would under U.S. law.

Our corporate affairs are governed by our Memorandum and Articles of Association, the BVI Business Companies Act and the common law of the BVI. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under BVI law are to a large extent governed by the common law of the BVI. The common law of the BVI is derived in part from comparatively limited judicial precedent in the BVI as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the BVI. The rights of our shareholders and the fiduciary responsibilities of our directors under BVI law are not necessarily as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the BVI has a less developed body of securities laws as compared to the United States, and some states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law. In addition, BVI companies may not have standing to initiate a shareholder derivative action in a federal court of the United States. As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of our board or controlling shareholders than they would as public shareholders of a company incorporated in a U.S. jurisdiction.

Item 4.

Information on the Company

A-

History and Development of the company

We were incorporated and registered in the British Virgin Island on March 20, 2008. On April 23, 2008, following a consent of the then sole shareholder, the Memorandum of Articles of Association was amended to change the number and par value of authorized shares to 150,000,000 shares with no par value. The shares are not designated as to class, and therefore they may be issued as ordinary shares or preference shares, the latter with such rights and designations as determined by the Board of Directors in their discretion and subject to any requirements of the purchasers thereof.

Our Registered Office is located at the offices of SHRM Trustees (BVI) Limited of Trinity Chambers, P.O. Box 4301, Road Town, Tortola, British Virgin Islands.

On March 20, 2008, the Board of Directors authorized the issuance of one ordinary share at par value of US$0.0001.

On January 3, 2010, the company entered into investment agreements with two accredited investors to privately place an aggregate of 6,030,000 ordinary shares for an aggregate of $1,275,392 in proceeds, of which $60,300 has been paid to date and the balance of $1,215,092 is due when the company completes additional financing through the sale of additional ordinary shares in which it raises at least $10,000,000 in gross proceeds. The balance of the purchase price is secured by the shares being acquired, and if the purchase price is not fully paid, then the shares to be issued under the purchase agreement will be cancelled and returned to the status of authorized but unissued shares. The proceeds from the sale of these shares will be used for working capital. One of the investors is Chaldon Ltd., a company controlled by our current sole director and officer, Mr. Chalopin.

The company was incorporated as a wholly owned subsidiary of Shine Media Acquisition Corp., a Delaware corporation (“Shine”) for the purpose of being a non-United States resident company into which it would merge as the first step in the acquisition of an operating company in the Peoples Republic of China. The merger of the Delaware company into the BVI company was to make the resulting BVI company holding a PRC company more tax efficient from a United States and Chinese tax law perspective. As part of the procedure to effect the merger of the Delaware company into the BVI company, the company registered its securities under the Securities Act of 1933, for offer to the shareholders of the Delaware corporation and registered as an issuer under the Securities Exchange Act of 1934. The shareholders of Shine did not approve the merger of the Delaware corporation into the company or the acquisition of the proposed target company in the PRC on December 26, 2008, during the financial crisis at that time. As part of the acts taken by Shine to return its investors’ funds held in escrow and realize on its few assets, the company was sold during 2009 to the current sole shareholder, director and officer for the assumption of various outstanding obligations previously incurred by the company or Shine on behalf of the company.

B-

Business Overview

Objective

We currently have no operations, but we are seeking to establish our own business through our own efforts and in combination with an existing business. Our principal business objective is to achieve long-term growth potential rather than immediate, short-term earnings. Although management has certain ideas for a particular business, which are described below, there is no assurance that can be given that we will ever complete such a transaction or any other transaction through the development or acquisition of a particular business opportunity.

Because we are planning on developing our own business at this time, we believe we do not qualify as a “shell company” as defined under SEC Rule 12b-2 under the Securities Act of 1933, as amended (the “Securities Act”). We believe this is true even thought we have no or nominal assets (other than cash) and no or nominal operations.

Proposed Business Plan

The company, through a wholly owned subsidiary established in Hong Kong, is pursuing a business structure with a state-owned enterprise that owns and operates a number of chemical plants to establishment of a joint venture entity in China to develop a heat recovery system that would generate a number of products that would be sold on a preferential basis to the joint venture party and to third parties, and generate other returns, including environmental credits. The project would include the building of new coal-fired boilers and improve the efficiency of the plant, reduce the cost of energy and produce by-products, principally steam and other energy, and environmental benefits, all of which would renown to the company directly and indirectly.

The newly formed joint venture enterprise in China will be a Foreign Invested Enterprise (FIE). The company Hong Kong subsidiary will be one of the initial owners of the FIE and the balance of the FIE will be owned by two local companies (LOCAL 1 and Local 2) owned respectively by the management and personnel of state owned enterprise and the state owned enterprise itself. In due course, after the initiation of the FIE and its operations, subject to necessary internal Chinese approvals, the Chinese owning parties of the FIE will enter into an equity swap with the company so that the company will obtain full ownership of the FIE and its assets and production.

The estimated total cost for the establishment of the proposed operations will be CNY385,000,000, or approximately US$57,000,000. The new FIE will be financed as follows: (i) a cash funding of CNY160,000,000, or 42% of the total funding requirement, and (ii) bank/institutional borrowing within China of CNY225,000,000, or 58% of the total funding requirement.

Special Considerations in Respect of Proposed Business

The proposed operations has a number of special considerations that mush be considered by the management and any investors in the company. Some of these considerations are identified below.

•

Product Demand and Long Term Contracts – Whether the proposed business will be successful will depend on the ability of the FIE to maintain its supply contracts with the state owned enterprise which will be its primary customer and to achieve a return on investment that covers the cost of operations and provides a profit margin. The proposed business provides for long term supply contracts at rates that are pegged to the cost of certain commodities, such as coal, with a floor price for the FIE products. Therefore, return on investment of the FIE will depend, in part, on the internal Chinese and international prices of various commodities and the cost of energy used in making the products of the state owned enterprise. Therefore, the value of the long term supply contracts will be influenced by a number of factors, including import restrictions, political turmoil, international trade prices in commodities, and the cost of shipping and delivery. However, the ultimate success will depend on the need for the products of the state owned enterprise and its demand for the energy of the heat recovery systems.

•

Related Party Transaction – The long term supply agreements will be with parties related to the business of the FIE and both the consuming company and the FIE will have management and directors in common. Although the company believes that the supply contracts have been negotiated on a fair, arms-length basis, there may be elements that may not be so determined if examined by other persons. Additionally, the enforcement of such agreements against the consuming company may not be as vigorous as if all the parties were at arms-length because of the related party situation. Various mechanisms are to be put in place at the joint party level and in the constituent documents of the FIE to provide for independence in decision making and substantial input and control by the company, but there is no assurance that these will eliminate conflicts issues.

•

Tax Benefits and Pollution Credits – A portion of the return, although not anticipated to form the basis of the return on investment, will be the availability of government subsidies, grants and tax relief through credits and reduced taxation rates, relating to the improved use of energy and environmental benefits

•

Pollution Controls and Regulation – The operations of the FIE will be subject to the PRC laws concerning environmental controls and protections. These laws continue to evolve and are becoming increasingly stringent. The ultimate impact of complying with such laws and regulations is not always clearly known or determinable because regulations under some of these laws have not yet been promulgated or are undergoing revision. Our business and operating results could be materially and adversely affected if the FIE is required to increase expenditures to comply with new environmental regulations affecting its operations. The FIE also may incur material liabilities resulting from the costs of complying with environmental laws, environmental permits or any claims concerning non-compliance, or liability from contamination.

•

New Plant and Equipment – The FIE will build a new plant and installation new equipment systems, which will be funded by the company and borrowings. The success of the FIE will depend on the cost and timing of the construction and installation of a new plant with machinery supplied by various vendors and start up of operations is within budget and timely. Therefore, the FIE will be subject to the detriments of cost over-runs, delays and vendors that do not supply the plant components at the agreed upon prices and schedules, then the initial investment and return may be impacted by increased costs and delays, and there may be the need for additional capital funds to complete the project. The failure to obtain any required capital may adversely impact the ownership percentage of FIE or completion of the plant. Although the parties have established a budget for construction and initial operations, there can be no assurance that the budgeted amounts will be sufficient to bring the plant into full operations.

•	Operations – The facilities of the FIE, once constructed will be operated by the local Chinese management and staff for all daily operations decisions and implementation.

The company is seeking this business opportunity for a number of reasons. Participating in the Chinese economy is an important factor, as it is a growing economy that needs to address its pollution and energy costs within its society and industrial complex. The FIE will be an important model for improving the use of energy in China and will suggest the ability to reduce aspects of pollution without adding significant cost, if not make a profit. Some of the factors that have encouraged management of the company to consider this particular FIE are set forth below.

•	Scalable model – The business model of the FIE is one that management believes can be replicated with in a number of different industries and for a number of different heavy industry participants. The success of this model in the PRC will open up additional investment opportunities to the company.

•

Project scalability – The proposed project will be scalable to certain of the energy needs of the state owned enterprise. There is clearly the opportunity for more in situe heat recovery systems in this particular industrial site and with other plants of the came state enterprise. Therefore, the company believes that there will be opportunity to expand with this first customer business opportunities.

•

Fast developing market – Less than a third of all industry in the PRC has any form of heat energy recovery technology and the 20 year life cycle of the equipment means older factories are in need of updating. This presents an opportunity for the company to replicate its business model widely throughout the PRC.

•

RMB appreciation – The IMF predicts that the Chinese currency will appreciate over the next 10 years, perhaps as much as 25%. With an investment from US dollars into the China, investors will be able to take advantage of this likely, long-term appreciation of the Chinese Yuan against the US dollar and other currencies.

•	Leading technologies – The company believes that it is using a leading technology in its FIE operations. Therefore, i twill gain from the efficiencies of its heat recovery systems compared to the aging plant and equipment owned and operated by many other enterprises.

•	Potential CDM – The reduction in CO2 emissions and the technologies’ classification as clean energy production may enable the project to apply for carbon credits that can be monetized and traded.

•

Special tax treatment – The status of the heat recovery systems should qualify it as a clean and ‘new energy’ supplier entitled to the benefits of several special tax benefits from the PRC central and local governments which will increase profit margins and rates of return over the life of the project.

•	Ecological – The project will directly reduce pollution, waste heat and CO2 emissions to derive a clean, environmentally-friendly source of energy, bringing some potential relief to the Chinese pollution problem and coal dependency.

Alternative Business Pursuit

If the above business plan is not pursued, the company has unrestricted flexibility in seeking, analyzing and participating in other potential business opportunities, whether by acquisition, combination or establishment. If we pursue other opportunities, as an alternative to the above plan or in addition to the above plan, , we will consider the following kinds of factors:

(i) Potential for growth, indicated by new technology, anticipated market expansion or new products;

(ii) Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;

(iii) Strength and diversity of management, either in place or scheduled for recruitment;

(iv) Capital requirements and anticipated availability of required funds, to be provided by the company or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;

(v) The cost of participation by the company as compared to the perceived tangible and intangible values and potentials;

(vi) The extent to which the business opportunity can be advanced;

(vii) The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items;

(viii) The regulatory environment in which the business opportunity operates; and

(ix) Other relevant factors determined by our management and the context of the business operations of the opportunity.

In applying the foregoing criteria, no one of which will be controlling, our management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Potentially available business opportunities may occur in many different industries, and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

Form of Potential Business Combination

The manner in which we participate in any opportunity will depend upon the nature of the business, the respective needs and desires of the company and the parties to the transaction, and the relative negotiating strength of the company. Country and industry specific and tax issues will also be considered.

The company believes it will acquire its participation in a business opportunity through the issuance of stock or other securities of the company as well as provide equity capital to the business. Although the terms of any future transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining whether or not an acquisition will be pursued will be the cost of the transaction to each of the parties and the investment requirements of the business.

The present shareholders of the company likely will not have control of a majority of the voting securities of the company following an acquisition or business development transaction. As part of a transaction, the company's sole director may resign and one or more new directors may be appointed without any vote by stockholders.

Any form of business acquisition, combination or establishment will likely be accomplished upon the sole determination of current company management without any vote or approval by stockholders of the company. Notwithstanding that, in certain circumstances such as a statutory merger or consolidation directly involving the company, it may be necessary to call a stockholders' meeting and obtain the approval of the holders of a majority of the outstanding securities of the company. The necessity of obtaining such stockholder approval may result in delay and additional expense in the consummation of any proposed transaction and will also give rise to certain appraisal rights to dissenting stockholders.

It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation and documentation might not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in the loss to the company of the related costs incurred.

We presently have no employees. Our sole officer and director is engaged in outside business activities and anticipates that he will devote to our business very limited time until the acquisition of a successful business opportunity has been identified. We expect no significant changes in the number of our employees other than such changes, if any, incident to a business combination.

Reports to Security Holders

The company is not required to deliver an annual report to security holders under BVI law or the rules applicable to foreign private issuers and at this time does not anticipate the distribution of such a report. The company intends to file reports with the SEC as long as it is required to do so. The company will be a reporting company and intends to comply with the requirements of the Exchange Act as long as it is required to do so, which rules are those applicable to foreign private issuers. Therefore, the company will file an annual report on Form 20-F once a year and current reports on Form 6-F at such times as there is a disclosable event required under that form, that the company has made public or is required under BVI law.

The public may read and copy any materials the company files with the SEC in the SEC's Public Reference Section, Room 1580, 100 F Street N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Section by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov.

C-

Organizational Structure

The company has one subsidiary established in Hong Kong, under the name Green China Resources HK Limited. The company has no other parent or subsidiary companies or other affiliates through partnership, joint venture or agreement.

D-

Property, Plants and Equipment

None

Item 4A. Unresolved Staff Comments

None

Item 5. Operating and Financial Review and Prospects

During 2008 and 2009, the company did not engage in any business activities other than the preliminary evaluation of several business opportunities which it would develop for itself or pursue in the manner of a joint venture or similar enterprise. In that purpose a Consultant Agreement was signed in November 2009 with an independent consultant. Beside the monthly consultant cost of US$10,000 per month, the company only has incurred legal expenses for its amendment to the Memorandum and Articles of Association, other organizational expenses and the costs of its reporting obligations under the United States securities laws.

A-

Operating Results

The net loss of US$28,622 was derived from the expenses for the incorporation of the company and legal and accounting expenses associated with its organization and SEC reporting. The following expenses have been borne by the sole shareholder on behalf of the company;

US$1,450 of government fees,

US$20,000 of consultant fees for the purpose of preliminary evaluation of business opportunities (US$10,000 per month starting November 2009)

US$1,622 of direct expenses attached to this consultant deal.

US$1,050 of registered agent fees, and

US$4,500 of auditing fees.

Plan of Operations

The company’s current business strategy and plan of operation is to investigate and, if such investigation warrants, pursue the development or acquisition of an operating business. Our principal business objective is to achieve long-term growth potential through rather than immediate, short-term earnings. The company will not restrict the potential business ideas or possible acquisition targets to any specific business, industry or geographical location and, thus, may acquire any type of business. Currently it is exploring and pursuing a business plan in China in the heat recovery industry which will be used to generate energy that can be used for other purposes and achieve pollution control.

The company does not currently engage in any business activities that provide cash flow. The costs of investigating and analyzing business opportunities will be paid with working capital or with additional amounts, as necessary, to be loaned to or invested in us by stockholders, management or other investors.

During the next 12 months we anticipate incurring continuing costs related to the filing of Exchange Act reports and implementing our business plan. We will seek financing to obtain working capital and invest in an operating business and use our shares to procure services and assets for use in connection with an operating business. We currently have a contractual obligation to pay certain consulting fees under the Consultant Agreement mention above, signed as of November 2009, and we will incur cash obligations for the services of professionals and other service providers.

Our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Our ability to continue as a going concern is also dependent on our ability to secure a suitable business opportunity to develop or acquire. Management’s plan includes obtaining additional funds by one or more equity financings prior to or in connection with development or acquisition of a business opportunity and/or related party advances; however, there is no assurance of additional funding being available.

We do not currently intend to retain any entity to act as a "finder" or a consultant to identify and/or analyze the merits of potential target businesses. However, we may elect to do so in the future and enter into a compensation arrangement.

Going Concern

We currently have no source of operating revenue, and have only limited working capital with which to fund our operations and to pursue our business plan. The amount of capital required to sustain operations until the successful completion of a business acquisition, combination or establishment is subject to future events and uncertainties. It will be necessary for us to secure additional working capital through loans or sales of equity, and there can be no assurance that such funding will be available in the future. These conditions raise substantial doubt about our ability to continue as a going concern. Our auditor has issued a "going concern" qualification as part of his opinion in the Audit Report for the year ended December 31, 2009.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. The SEC has defined a company’s critical accounting policies as the ones that are most important to the portrayal of the company’s financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. We believe that our estimates and assumptions are reasonable under the circumstances; however, actual results may vary from these estimates and assumptions. We have identified in Note 2 – “Summary of Significant Accounting Policies” to the Financial Statements contained herein certain critical accounting policies that affect the more significant judgments and estimates used in the preparation of the financial statements.

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.

B-

Liquidity and capital resources

At year end, the company had no working capital available. Because the activities of the company have been minimal, all funds required to pay for general and administrative expenses have been advanced, from time to time, by the sole shareholder.

For operations in 2009, a total of $26,322 was advanced by the sole shareholder, and at the end of 2009 a total of $4,500 was needed to pay the outstanding obligations of the company. The funds to meet the payment obligations were advanced from time to time by the shareholder during 2009. The shareholder continued to advance funds to the company in 2010 for its expenses, and in 2010, through the date of this filing, $80,178 had been advanced not including the $4,500 previously mentioned.

In 2010 the company entered into two investment agreements for the sale of an aggregate of 6,030,000 ordinary shares of which $60,300 was due upon signing and the balance of $1,215,092 is due at such time as the company raises additional capital equal to or in excess of $10,000,000. This amount of funding is not sufficient to fund our operations. If, however, we are able to complete the $10,000,000 financing and receive all the proceeds from the financing and investment agreements, the company will be able to pursue its intend business plan.

Capital raises in the future will be either through the sale of equity securities or borrow the funds from institutional and private investors through notes or convertible securities, at a time when its business plans are more established. Except as described above, the company has no specific sources of funds in any form either identified or under agreement. There can be no assurance that the company will be able to locate any investors or conclude the sale of securities to fund its operations and implement its business plan. Offers to invest in the company may not be accepted for any number of reasons, including the fact that the dilution would be too great or the terms to onerous for the company to bear or too difficult such that they would impair the ability of the company to conclude a business acquisition or combination or the development of its own business plan.

C-

Research and development, patents and licenses, etc.

None

D-

Trend Information

Not applicable.

E-

Off-balance sheet arrangements

Not applicable.

F-

Tabular disclosure of contractual obligations

None

G-

Safe harbor

Not applicable.

Item 6.

Directors, Senior Management and Employees

A-

Directors and Senior Management

On September 17, 2009, Mr. Jean Chalopin became the sole director and officer of the company. He is 60 years old and has a business address at 11F, Tower A, Building No. 1, GT International Centre, Jai 3, Yongandongli Jianguomenwei Avenue, Chayang District, Beijing 100022, PRC.

Jean Chalopin has been a member of the board of directors of Shine Media Acquisition Corp. since its inception in 2005. For over 40 years, Mr. Chalopin has been an entrepreneur, creator and private investor in a variety of fields including television and movie production, advertising, private banking, private equity and clean energies. In his early years Mr Chalopin produced and wrote a number of television programs and feature films, including Inspector Gadget, Heathcliff, The Care Bears and M.A.S.K. Since August 2004, Mr. Chalopin focused on business and investment opportunities researched and developed by his Beijing base company (Beijing Media Plus Consulting Co-Ltd, a.k.a. MediaPlus Capital) focusing on application of technologies aiming at reducing or eliminating carbon emission, by allowing solid waste and waste heat to be transformed into energy products (steam, electricity, bio-fuel), with direct application for China/Asia. Currently Mr. Chalopin is also the CEO of DIG, a private banking group of companies which main operation is located in Nassau (Bahamas). From 1987 to 1996, Mr. Chalopin was the President of Creativity & Development S.A., a company specializing in children’s programming. From 1971 to 1986, Mr. Chalopin was the founder, Chairman and Chief Executive Officer of DIC Audiovisual, SARL, an animation studio, and the Chairman of its US subsidiary DIC Enterprise, from 1982 to 1986.

B-

Compensation

The company has not paid any compensation to its directors or officers, and it does not expect to pay any compensation in the future until it has established an operating business or completed a business acquisition or combination.

C-

Board Practices

Terms of Directors and Executive Officers

Our Board of Directors consists of one director. Directors are not subject to a term of office limitation, and persons will hold office until the next annual meeting of members or until such director’s earlier resignation, removal from office, death or incapacity. Any vacancy on our board resulting from death, resignation, removal or other cause, and any newly created directorship resulting from any increase in the authorized number of directors between meetings of members, may be filled either by the affirmative vote of a majority of all the directors then in office (even if less than a quorum) or by a resolution of members.

Our officers are appointed by our Board of Directors. The officers shall hold office until their successors are duly elected and qualified, but any officer elected or appointed by the directors may be removed at any time, with or without cause, by resolution of directors. Any vacancy occurring in any office may be filled by resolution of directors.

Once the company begins to engage in any operations, it expects that the Board of Directors will be expanded to include persons representative of the business being pursued and that the management will be changed and expanded to include persons need to run the date to day operations.

Independence of Directors

We do not have any independent directors. Until such time as we have substantive business operations beyond the process of identifying a business to acquire or establish, the company does not anticipate that it will have any independent board members.

Board Committees

Our Board of Directors has not established any committees, including any audit, nominations or compensation committees. It may establish these types of committees in the future to comply with listing requirements and for more effective corporate governance.

D-

Employees

The company has not employees.

The company entered into a consulting agreement with an independent service provider in November 2009, under which the consultant is to provide a variety of services to generate growth for the company. The services include helping to define business development objectives and helping in the negotiation, management and monetization of business opportunities. The consultant will also provide market and competitive analysis in respect of business opportunities. The agreement provides for a service fee of $10,000 per month, starting November 1, 2010, and reimbursement of expenses, and a $70,000 single payment in connection with the completion of certain negotiation services, in the manner of a success fee. The term is one year. The agreement has non-competition and confidentiality provisions restricting the consultant.

E-

Share Ownership

From inception until September 17, 2009, the one outstanding ordinary share was owned by Shine Media Acquisition Corp. thereby making the company a wholly owned subsidiary. On September 17, 2009, the one share was transferred to Mr. Jean Chalopin, who became the sole shareholder and sole director and officer. Therefore, since his acquisition and through the date of this report, Mr. Chalopin owned 100% of the issued and outstanding voting equity of the company. On January 3, 2010, the company entered into investment agreements for the sale of an aggregate of 6,030,000 ordinary shares, one of which agreements was for the sale of 5,070,000 shares to Chaldon Ltd., a company controlled by Mr. Chalopin. Only a portion of the purchase price has been paid and received by the company, and the payment of the purchase price for the balance of the shares under the investment agreements is contingent on the company completing an additional financing in excess of $10,000,000. Additionally the shares under the investment agreement are subject to a security interest such that if the full purchase price is not paid, the shares may be cancelled and returned to the status of authorized and unissued shares. The table below includes the shares which are subject to the investment agreements.

During February 2010, the company issued an aggregate of 50,000 for the payment of services to three individuals.

Based on the investment agreements and shares issued prior to the date of this report, there are 6,030,001 shares issued and outstanding.

Name	Number of Shares		Percentage of Shares Outstanding (1)
Officers and Directors

Jean Chalopin (2)		5,070,001		84	%

5% and Greater Holders

Dahui Limited (3)		960,000		16	%

(1)	Beneficial ownership and percentage has been determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, based on one share outstanding.

(2)

The business address of the person is c/o 11F, Tower A, Building No. 1, GT International Centre, Jai 3, Yongandongli Jianuomenwei Avenue, Chayang District, Beijing 100022, P.R. China. Includes 5,070,000 shares subscribed for by Chaldon Ltd., a company controlled by Mr. Chalopin, subject to the requirement to pay the full purchase price of $1,073,792, for which $50,700 has been paid to date.

(3)	The business address of the person is PO Box N3229, Nassau, The Bahamas. Includes 960,000 shares subject to the requirement to pay the full purchase price of $201,600, for which $9,600 has been paid to date.

All the outstanding ordinary shares have the same voting rights. We have not granted any stock options or warrants and have not issued any convertible securities. As of the filing of this report, we have one holder of the ordinary shares.

Item 7. Major Shareholders and Related Party Transactions

A-

Major Shareholders

Refer to Item 6.E.

B-

Related Party Transactions

The expenses of the company aggregating $45,052 were paid by the shareholder of the company and are accounted in an “inter company account” due to the shareholder of the company. This amount has been reduced by the amount of $10,800 paid by Jean Chalopin for the transfer of the share in September 2009 yielding a balance due to the shareholder of the company of $29,752. The difference of $4,500 is an amount payable and is accounting in “Account payable”.

On January 3, 2010, the company entered into an agreement with Chaldon Ltd., a company controlled by Mr. Chalopin, for the purchase of 5,070,000 ordinary shares, of which $50,700 of the purchase price was due and payable and the balance equal to $1,023,092 is due when the company completes a financing equal to or in excess of $10,000,000. Until the financing is completed, the company has a security interest in all the shares, and if the full purchase price is not paid the shares may be cancelled and returned to the status of authorized and unissued shares.

On April 14, 2010, the company acquired for $1.00, and no other consideration, its Hong Kong subsidiary, Green China Resources HK Limited, from Chaldon Asia Limited, a company controlled by Mr. Chalopin. In the transaction, the company assumed no liabilities of the Green China Resources HK Limited.

Certain conflicts of interest exist and may continue to exist between the company and its officers and directors due to the fact that each has other business interests to which they devote their primary attention. Certain conflicts of interest may exist between the company and its management, and conflicts may develop in the future. Each officer and director may continue to do so notwithstanding the fact that management time should be devoted to the business of the company.

The company has not established policies or procedures for the resolution of current or potential conflicts of interest between the company, its officers and directors or affiliated entities. There can be no assurance that management will resolve all conflicts of interest in favor of the company, and conflicts of interest may arise that can be resolved only through the exercise by management their best judgment as may be consistent with their fiduciary duties. Management will try to resolve conflicts to the best advantage of all concerned.

C-

Interests of Experts and Counsel

Not applicable.

Item 8. Financial Information

A-

Consolidated Statements and Other Financial Information

Financial Statements

The financial statements of the Green China Resources, Inc. (“company”) for the fiscal years ending December 31, 2008 and 2009, have been included in Item 18, and are accompanies by the audit report of Chisholm, Bierwolf, Nilson & Morrill, LLC, independent auditor:

Balance sheets;

Statements of operations;

Statement of Stockholders' equity;

Statements of cash flows; and

Related notes to financial statements

Legal Proceedings

The company is not involved in any litigation or legal proceedings and to its knowledge, no material legal proceedings involving is to be initiated against the company.

Dividends

The company has never paid any dividends. The payment in the future of dividends will be in the discretion of the Board of Directors and depend on the capital requirements of the company as a whole and other legal limitations that are imposed by law in the jurisdictions in which it operates. The ability to payment of dividends may depend on obtaining certain government approvals to have the funds available for payment.

B-

Significant Changes

There has been no significant change in the financial statements of the company since the December 31, 2009.

Item 9. The Offer and Listing

A-

Information Regarding Price History of Ordinary Shares

There has been no trading in the ordinary shares as there is only one share issued and outstanding, and the shares are not listed on any trading medium or stock exchange.

B-

Plan of Distribution

Not Applicable

C-

Markets

The ordinary shares are not traded on any trading medium or stock exchange.

D-

Selling Shareholders

Not Applicable

E-

Dilution

Not Applicable

F-

Expenses of the Issue

Not Applicable

Item 10. Additional Information

A-

Share Capital

The company is authorized to issue 150,000,000 shares with no par value. Subject to the provisions of the Memorandum and Articles of Associations, the unissued shares of the company shall be at the disposal of the directors who may, without limiting or affecting any rights previously conferred on the holders of any existing shares or class or series of shares, offer, allot, grant options over or otherwise dispose of shares to such persons, at such times and upon such terms and conditions as the company may by resolution of directors determine. Shares in the company may be issued for consideration in any form, including money, services rendered or a contract for future services, personal property, real property, a promissory note or other written obligation to contribute money or property or any combination of the foregoing as shall be determined by a resolution of directors.

The ordinary shares shall be issued with the following rights: (i) one vote each on all matters presented to the shareholders, including the election of directors; (ii) they may be required by the company subject to limitations on redemption, purchase or acquisition by the company under the corporate law of the BVI and the terms of the Articles of Association, (iii) have the right to an equal share in any distribution paid by the company in accordance with the Act; and (iv) have the right to an equal share in the distribution of the surplus assets of the company.

The company, through action of the board of directors, is authorized to create out of the aggregate of the authorized shares one or more classes of preference shares, which may be divided into series, with such rights, powers, preferences and other designations as they determine in accordance with the corporate law of the BVI and the constituent documents of the company. The rights conferred upon the holders of the shares of any class issued with preferred or other special rights shall not, unless otherwise expressly provided by the terms of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith. If at any time the company is authorized to issue shares of more than one class (or more than one series within a class) the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class of that class or series) may, whether or not the company is being wound up, be varied with the consent in writing of the holders of not less than three-fourths of the issued shares of that class or series and the holders of not less than three-fourths of the issued shares of any other class or series of shares which may be affected by such variation.

Shares in the company may only be issued as registered shares as provided in the Articles of Association. The company is not authorized to issue bearer shares. Registered shares may not be exchanged for bearer shares or converted to bearer shares.

Treasury shares may be disposed of by the company on such terms and conditions not otherwise inconsistent with the Memorandum and Articles of Associations, as the company may by resolution of directors determine.

The company may issue fractions of a share and a fractional share shall have the same corresponding fractional liabilities, limitations, preferences, privileges, qualifications, restrictions, rights and other attributes of a whole share of the same class or series of shares. It is generally not the intention of the company to use fractional shares.

Subject to the provisions of the corporate law of the BVI, shares may be issued on terms that they are redeemable, or at the option of the company be liable to be redeemed on such terms and in such manner as the directors before or at the time of the issue of such shares may determine. The company may redeem any share issued by the company at a premium. Subject to the provisions of the corporate law of the BVI, the company may purchase, redeem or otherwise acquire any of the company's own shares for such consideration as they consider fit. Shares may be purchased, redeemed or otherwise acquired in exchange for newly issued shares in the company.

B-

Memorandum and Articles of Association

The company was incorporated in the British Virgin Islands, pursuant the BVI Business Companies Act, 2004 under the BVI company Number 1471804.

Stated Company Objects:

The object of the company is to engage in any act or activity that is not prohibited under any law for the time being in force in the British Virgin Islands.

The company may not:

(a) carry on the business as a mutual fund, mutual fund manager or mutual fund administrator unless it is licensed under the Mutual Funds Act, 1996;

(b) own an interest in real property situated in the British Virgin Islands, other than a lease for its own office;

(d) carry on business as an insurance or reinsurance company, insurance agent or insurance broker, unless it is licensed under an enactment authorizing it to carry on that business;

(e) carry on the business of company management, unless it is licensed under the company Management Act, l990;

(f) carry on the business of providing the registered office or the registered agent for companies incorporated in the British Virgin Islands.

The company shall have all such powers as are permitted by law for the time being in force in the British Virgin Islands, irrespective of corporate benefit, to perform all acts and engage in all activities necessary or conducive to the conduct, promotion or attainment of the object of the company.

Other information:

The company may only amend its Memorandum of Association and Articles of Association by a resolution of members or by a resolution of directors. On September 4, 2008 the Memorandum of Association was amended to specify that:

(1)

the directors shall give notice of such resolution of amendment to the registered agent of the company, for the registered agent to file with the Registrar a notice of the amendment to the Memorandum or Articles, or a restated memorandum and articles of association incorporating the amendment(s) made, and any such amendment to the Memorandum or Articles will take effect from the date of the registration by the Registrar of the notice of amendment or restated memorandum and articles of association incorporating the amendment(s) made.

(2)

The directors shall not have the power to amend the Memorandum or Articles:

(a) to restrict the rights or powers of the members to amend the Memorandum or Articles;

(b) to change the percentage of members required to pass a resolution to amend the Memorandum or Articles; or

The minimum number of directors shall be one and the maximum number of directors shall be as determined from time to time by a resolution of directors.

The continuing directors may act, notwithstanding any casual vacancy in their body, so long as there remain in office not less than the prescribed minimum number of directors duly qualified to act, but if the number falls below the prescribed minimum, the remaining directors shall not act except for the purpose of filling such vacancy.

The shareholding qualification for directors may be fixed, and from time to time varied, by a resolution of members and unless and until so fixed no qualification shall be required. A director must be an individual. The directors may not appoint alternates.

The directors may, by a resolution of directors, fix the compensation of directors with respect to services to be rendered in any capacity to the company.

Directors shall hold office until the next annual meeting of shareholders or until such director’s earlier resignation, removal from office, death or incapacity.

Any vacancy on the Board of Directors resulting from death, resignation, removal or other cause and any newly created directorship resulting from any increase in the authorized number of directors between meetings of members shall be filled only by the affirmative vote of a majority of all the directors then in office (even if less than a quorum).

The appointment of a director shall take effect upon compliance with the requirements of the corporate law of the BVI.

The business and affairs of the company shall be managed by the directors who may exercise all such powers of the company as are not by the corporate law of the BVI or by the Memorandum and Articles required to be exercised by the members of the company, subject to any delegation of such powers as may be authorized by these Articles and to such requirements as may be prescribed by a resolution of members; but no requirement made by a resolution of members shall prevail if it be inconsistent with the Memorandum and Articles nor shall such requirement invalidate any prior act of the directors which would have been valid if such requirement had not been made.

The directors may, by a resolution of directors, appoint any person, including a person who is a director, to be an officer or agent of the company. The resolution of directors appointing an agent may authorize the agent to appoint one or more substitutes or delegates to exercise some or all of the powers conferred on the agent by the company.

The directors of the company or any committee thereof may meet at such times and in such manner and places within or outside the British Virgin Islands as the directors may determine to be necessary or desirable.

A director shall be deemed to be present at a meeting of directors if he participates by telephone or other electronic means and all directors participating in the meeting are able to hear each other.

A director shall be given not less than 3 days notice of meetings of directors, but a meeting of directors held without 3 days notice having been given to all directors shall be valid if all the directors entitled to vote at the meeting who do not attend, waive notice of the meeting and for this purpose, the presence of a director at a meeting shall constitute waiver on his part. The inadvertent failure to give notice of a meeting to a director, or the fact that a director has not received the notice, does not invalidate the meeting.

A meeting of directors is duly constituted for all purposes if at the commencement of the meeting there are present in person not less than one-half of the total number of directors, unless there are only 2 directors in which case the quorum shall be 2.

At every meeting of the directors the Chairman of the Board of Directors shall preside as chairman of the meeting. If there is no Chairman of the Board of Directors or if the Chairman of the Board of Directors is not present at the meeting the Vice-Chairman of the Board of Directors shall preside. If there is no Vice-Chairman of the Board of Directors or if the Vice-Chairman of the Board of Directors is not present at the meeting the directors present shall choose some one of their number to be chairman of the meeting.

C-

Material Contracts

Not Applicable.

D-

Exchange Controls

The British Virgin Islands currently have no exchange controls. The financial transactions of the company are carried out in United States dollars.

E-

Taxation

There are no withholding taxes in the BVI. Currently, the British Virgin Islands have double tax treaties only with the UK, Japan and Switzerland and double tax agreements with seven Nordic countries were signed in 2009. The British Virgin Island have entered into numerous Tax and Information Exchange Agreements, The British Virgin Islands have a Mutual Legal Assistance Treaty with the USA. Currently, these are not applicable to our company, directors and/or shareholders.

F – Dividends and Paying Agents

Not Applicable

G - Statements of Experts

There are no statements or expert reports to be disclosed in this Annual Report.

H - Documents on Display

The Memorandum and Articles of Association are filed with the Securities and Exchange Commission as exhibits to Registration Statement No. 333-151842. These documents are in the English language.

I. - Subsidiary Information

Not Applicable.

Item 11. Quantitative And Qualitative Disclosures About Market Risk

Not applicable

Item 12. Description Of Securities Other Than Equity Securities

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

A-

Disclosure Controls and Procedures

Our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2009. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files and submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation of our disclosure controls and procedures as of December 31, 2009, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were not effective.

Our management found that the internal controls were not effective because we do not have enough employees to provide for sufficient segregation of duties to result in effective internal controls over our disbursement process that generally requires multiple persons to perform the functions of initiating a purchase, making a payment and recording all the aspects of the disbursement process and reconciliation. Management is in the process of establishing a time table to address the need for additional internal accounting controls and expanding the staff as it increases its operations, some of which will be addressed during 2010 as it increases its operations.

B-

Management’s Responsibility for Financial Statements

Our management is responsible for the integrity and objectivity of all information presented in this report. The consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America and include amounts based on management’s best estimates and judgments. Management believes the consolidated financial statements fairly reflect the form and substance of transactions and that the financial statements fairly represent the Company’s consolidated financial position and results of operations for the periods and as of the dates stated therein.

C-

Management’s Assessment of Internal Control over Financial Reporting

The management of Green China Resources, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting as defined by Rules 13a–15(f) and 15(d)-15(f) under the Securities Exchange Act of 1934. This system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Our internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, a system of internal control over financial reporting can only provide reasonable assurance and may not prevent or detect misstatements. Further, because of changes in conditions, effectiveness of internal control over financial reporting may vary over time.

Under the direction of our chief executive officer and chief financial officer, management completed an evaluation of the effectiveness of the system of internal control over financial reporting based on the framework in Internal Control-Integrated Framework, published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and has determined that the Company’s system of internal control over financial reporting was not effective as of December 31, 2009.

D-

Report of Independent Registered Public Accounting Firm

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

E-

Changes in Internal Control Over Financial Reporting

During the period reported upon, there has been no change in our internal control over our financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Since the close of the period reported upon, management has begun to address certain of the internal control deficiencies previously identified.

Item 16. [Reserved]

Item 16A. Audit Committee Financial Expert

The company is not a "listed company" under SEC rules and is therefore not required to have an audit committee comprised of independent directors. The company does not currently have an audit committee, however, for certain purposes of the rules and regulations of the SEC and in accordance with the Sarbanes-Oxley Act of 2002, the company's board of directors is deemed to be its audit committee and as such functions as an audit committee and performs some of the same functions as an audit committee including: (1) selection and oversight of the company’s independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; and (3) engaging outside advisors. The company's board of directors has determined that its members do not include a person who is an "audit committee financial expert" within the meaning of the rules and regulations of the SEC. The board of directors has determined that its sole member is able to read and understand fundamental financial statements and has substantial business experience in operating companies over a 40 year career that results in the member's financial sophistication. Accordingly, the board of directors believes that its sole member has the sufficient knowledge and experience necessary to fulfill the duties and obligations that an audit committee would have.

Item 16B. Code of Ethics

The company adopted a Code of Ethics, which was attached to the joint proxy statement prospectus dated December 16, 2008, as Exhibit E.

Our code of ethics relates to written standards that are reasonably designed to deter wrongdoing and to promote:

• Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

• Full, fair, accurate, timely and understandable disclosure in reports and documents that are filed with, or submitted to, the SEC and in other public communications made by an issuer;

• Compliance with applicable governmental laws, rules and regulations;

• The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and

• Accountability for adherence to the code.

Item 16C. Principal Accountant Fees and Services

Audit Fees

The fees to be paid to the Certified Public Accountant, Chisholm, Bierwolf, Nilson & Morrill, 533 W. 2600 S. Suite 25 Bountiful, UT 84010, for the audit of the 2008 financial statements were $4,000 and the audit of the 2009 financial statements were $4,500.

Audit-Related Fees

None

Tax Fees

None

All Other Fees

In both 2008 and 2009, we incurred no fees for products and services rendered by our independent public accountants other than the Audit Fees described above.

Item 16D. Exemption From The Listing Standards For Audit Committees

Not applicable.

Item 16E. Purchases of Equity Securities By The Issuer And Affiliated Purchasers

Not applicable.

Item 16F. Changes in Registrant’s Certifying Accountant

Not applicable.

Item 16G. Corporate Governance

Not Applicable. No security of the company is listed on a national securities exchange.

PART III

Item 17. Financial Statements

Please refer to Item 18

Item 18. Financial Statements

The company’s audited financial statements were prepared by management of the company and approved by its board of directors and include:

Balance sheet;

Statements of operations;

Statement of Stockholders’ equity;

Statements of cash flow; and

Related notes to the Financial Statements

Green China Resources Inc.

(A Development Stage company)

Financial Statements

(Expressed in US dollars)

For the years ended December 31, 2008 and 2009

And from March 20, 2008 (inception) through December 31, 2009

-	Report of Independent Registered Public Accounting Firm	Page 39
-	Balance Sheet	Page 40
-	Statements of Operation	Page 41
-	Statements of Stockholders’ Equity	Page 42
-	Statements of Cash Flows	Page 43
-	Notes to the Financial Statements	Page 44

CHISHOLM, BIERWOLF, NILSON & MORRILL, LLC
	Todd D. Chisholm
Certified Public Accountants	Nephi J. Bierwolf
	Troy F. Nilson
Phone (801) 292-8756 · Fax (801) 292-8809 · www.cbnmcpa.com	Douglas W. Morrill

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Board of Directors and Shareholders

Green China Resources, Inc. (A Development Stage Company)

British Virgin Islands

We have audited the accompanying balance sheets of Green China Resources, Inc. (a development stage company) as of December 31, 2009 and 2008 and the related statements of operations, stockholders’ deficit and cash flows for the years then ended and from inception on March 20, 2008 through December 31, 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the 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 Green China Resources, Inc. (a development stage company) as of December 31, 2009 and 2008 and the results of its operations and cash flows for the years ended December 31, 2009 and 2008 and from inception on March 20, 2008 through December 31, 2009 in conformity with generally accepted accounting principles in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses and has no operations which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/S/ Chisholm, Bierwolf, Nilson & Morrill

Chisholm, Bierwolf, Nilson & Morrill

Bountiful, Utah 84010

June 30, 2010

PCAOB Registered, Members of AICPA, CPCAF and UACPA

533 West 2600 South, Suite 25 · Bountiful, Utah 84010 12 South Main, Suite 208, Layton, Utah 84041

Green China Resources Inc.

(A Development Stage Company)

Balance Sheets

	December 31,			December 31,
	2008			2009

ASSETS

CURRENT ASSETS
Cash and Cash Equivalents	$	-		$	-

Total Current Assets		-			-

TOTAL ASSETS	$	-		$	-

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES

Account Payables and Accrued Liabilities	$	13,000		$	4,500
Related Party Payables		3,430			29,752

Total Current Liabilities		16,430			34,252

Total Liabilities		16,430			34,252

STOCKHOLDERS' DEFICIT

Common Stock, 150,000,000 Shares Authorized with no Par Value, 1 Share Issued and Outstanding		-			-
Additional Paid in Capital		-			10,800
Deficit Accumulated During the Development Stage		(16,430	)		(45,052	)

Total Stockholders' Deficit		(16,430	)		(34,252	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	-		$	-

The accompanying notes are an integral part of these financial statements

Green China Resources Inc.

(A Development Stage Company)

Statements of Operations

							Cumulative Amounts
	From Beginning of						From Beginning of
	Development Stage			For the			Development Stage
	(March 20, 2008) to			Year ended			(March 20, 2008) to
	December 31, 2008			December 31, 2009			December 31, 2009

REVENUES	$	-		$	-		$	-

OPERATING EXPENSES

Professional Fees		14,230			25,945			40,175
Travel Expenses		-			1,227			1,227
G & A Expenses		2,200			1,450			3,650

Total Operating Expenses		16,430			28,622			45,052

LOSS FROM OPERATION BEFORE INCOME TAX		(16,430	)		(28,622	)		(45,052	)

Provision for Income Taxes		-			-			-

NET LOSS	$	(16,430	)	$	(28,622	)	$	(45,052	)

NET LOSS PER SHARE-BASIC AND DILUTED	$	(16,430	)	$	(28,622	)	$	(45,052	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED		1			1			1

The accompanying notes are an integral part of these financial statements

Green China Resources Inc.

(A Development Stage Company)

Statements of Stockholders' Deficit

March 20, 2008 (Inception) through December 31, 2009

							Deficit
							Accumulated
							during			Total
	Common Stock				Additional Paid-		Development			Stockholders'
	Shares		Amount		in Capital		Stage			Deficit

Balance inception - March 20, 2008		-	$	-	$	-	$	-		$	-

Share issued to the organizer at $0.0001 per share		1		-		-		-			-
Net loss for the period ending December 31, 2008								(16,430	)		(16,430	)
Balance-December 31, 2008		1		-	$	-	$	(16,430	)	$	(16,430	)

Contributed Capital via Assumption of Debt		-		-		10,800		-			10,800
Net loss for the year ending December 31, 2009		-		-		-		(28,622	)		(28,622	)
Balance-December 31, 2009		1	$	-	$	10,800	$	(45,052	)	$	(34,252	)

The accompanying notes are an integral part of these financial statements

Green China Resources Inc.

(A Development Stage Company)

Statements of Cash Flows

	For the Period			For the Period			Cumulative Amounts
	From Beginning of			From			From Beginning of
	Development Stage			January 1, 2009			Development Stage
	(March 20, 2008) to			to			(March 20, 2008) to
	December 31, 2008			December 31, 2009			December 31, 2009

CASH FLOWS FROM OPERATING ACTIVITIES:

Net Loss	$	(16,430	)	$	(28,622	)	$	(45,052	)
Adjustments to Reconcile Net Loss to Net Cash Used by Operating Activities:
Changes in Assets and Liabilities:
Due to Related Party		3,430			37,122			40,552
Accounts Payable		13,000			(8,500	)		4,500

Net Cash Used by Operating Activities		-			-			-

CASH FLOWS FROM INVESTING ACTIVITIES:

Net Cash Used by Investing Activities		-			-			-

CASH FLOWS FROM FINANCING ACTIVITIES:

Net Cash Provided by Financing Activities		-			-			-

NET CHANGE IN CASH AND CASH EQUIVALENTS		-			-			-
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		-			-			-

CASH AND CASH EQUIVALENTS AT END OF PERIOD		-			-			-

SUPPLEMENTAL DISCLOSURES

Cash Paid for:

Interest	$	-		$	-		$	-
Income Taxes	$	-		$	-		$	-

Non cash Investing and Financing Activities:
Non-Cash Contribution of Capital	$	-		$	10,800		$	10,800

The accompanying notes are an integral part of these financial statements

GREEN CHINA RESOURCES

Notes to the financial Statements

December 31, 2009

(Expressed in U.S. Dollars)

1.	NATURE OF BUSINESS

Organization

Green China Resources (the "company") was incorporated and registered in the British Virgin Island on March 20, 2008 under the Business Companies Act (N°16 of 2004).

The company is in the development stage as defined by Accounting Guidance. The company incurred expenses for the annual fees of the company (Government fees, agent fees, auditors fees) as well as the cost of a Consultant who started in November 2009 with the purpose of researching and developing business opportunities for the company.

The object of the company is to engage in any act or activity that is not prohibited under any law in force in the British Virgin Islands.

Going Concern

These financial statements have been prepared on the basis of a going concern which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The company has not generated any revenues, has a working capital deficit of $34,252 at December 31, 2009 and $16,430 at December 31, 2008 and has incurred losses of $28,622 for the year ended December 31, 2009 given an accumulated losses at the end of December 2009 of $45,052 and further significant losses are expected to be incurred in its development stage. Following the investment agreement signed as of January 3, 2010, $60,300 has been paid to date. This amount will not be sufficient to fund the company. The Company is still looking for outside capital through the issuance of common shares, in the meantime and up to the start of the activity, the sole shareholder will continue to cover the funds needed by the Company.

The ability of the company to continue as a going concern is dependent on raising additional capital and ultimately on generating future profitable operations. There can be no assurance that the company will be able to raise the necessary funds when needed to finance its ongoing costs. In the interim period, the main shareholder will advance the necessary funds needed to finance the ongoing costs.

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, and all highly liquid debt instruments purchased with a maturity of three months or less.

Income Taxes

Income taxes are accounted for under the liability method of accounting for income taxes. Under the liability method, future tax liabilities and assets are recognized for the estimated future tax consequences attributable to differences between the amounts reported in the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using enacted or substantially enacted income tax rates expected to apply when the asset is realized or the liability settled. The effect of a change in income tax rates on future income tax liabilities and assets is recognized in income in the period that the change occurs. Future income tax assets are recognized to the extent that they are considered more likely than not to be realized.

In July 2006, the Financial Accounting Standards Board (FASB) issued FASB ASC 740-10 (Prior authoritative literature: Financial Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - An Interpretation of FASB Statement No. 109 (FIN 48 )). FASB ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements and prescribes the recognition and measurement of a tax position taken or expected to be taken in a tax return. This Interpretation also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As a result of the implementation of this Interpretation, the company performed a review of its material tax positions in accordance with recognition and measurement standards established by this Interpretation. As of December 31, 2009, the company had no unrecognized tax benefit which would affect the effective tax rate if recognized. A reconciliation of unrecognized tax benefit is included point 5 below.

Income taxes are computed in accordance with the Accounting Guidance “Accounting for Income Taxes.” A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expenses (benefit) result from the net change during the period of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Loss per Common share

Basic losses per share are computed on the basis of the weighted average number of common shares outstanding during each year.

Diluted losses per share are computed on the basis of the weighted average number of common shares and dilutive securities outstanding. Dilutive securities having an anti-dilutive effect on diluted losses per share are excluded from the calculation.

Only one share has been issued. This share has been transferred on September 25, 2009 from Shine Media Acquisition Corp the previous shareholder to Jean Chalopin in consideration of the sum of $10,800.

Fair Value of Financial Instruments

Fair Value of Financial Instruments – the company adopted the Accounting Guidance, “Fair Value Measurements”. This Guidance defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:

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

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

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

The carrying amounts reported in the balance sheets for the cash and cash equivalents, receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The carrying value of account payable approximates fair value because negotiated terms and conditions are consistent with current market rates as of December 31, 2009.

Recent Accounting Pronouncements

In January 2010, the FASB issued Accounting Standards Update 2010-02, Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary. This amendment to Topic 810 clarifies, but does not change, the scope of current US GAAP. It clarifies the decrease in ownership provisions of Subtopic 810-10 and removes the potential conflict between guidance in that Subtopic and asset derecognition and gain or loss recognition guidance that may exist in other US GAAP. An entity will be required to follow the amended guidance beginning in the period that it first adopts FAS 160 (now included in Subtopic 810-10). For those entities that have already adopted FAS 160, the amendments are effective at the beginning of the first interim or annual reporting period ending on or after December 15, 2009. The amendments should be applied retrospectively to the first period that an entity adopted FAS 160. The Company does not expect the provisions of ASU 2010-02 to have a material effect on the financial position, results of operations or cash flows of the Company.

In January 2010, the FASB issued Accounting Standards Update 2010-01, Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash (A Consensus of the FASB Emerging Issues Task Force). This amendment to Topic 505 clarifies the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a limit on the amount of cash that will be distributed is not a stock dividend for purposes of applying Topics 505 and 260. Effective for interim and annual periods ending on or after December 15, 2009, and would be applied on a retrospective basis. The Company does not expect the provisions of ASU 2010-01 to have a material effect on the financial position, results of operations or cash flows of the Company.

In December 2009, the FASB issued Accounting Standards Update 2009-17, Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities. This Accounting Standards Update amends the FASB Accounting Standards Codification for Statement 167. (See FAS 167 effective date below.)

In December 2009, the FASB issued Accounting Standards Update 2009-16, Transfers and Servicing (Topic 860): Accounting for Transfers of Financial Assets. This Accounting Standards Update amends the FASB Accounting Standards Codification for Statement 166. (See FAS 166 effective date below)

In October 2009, the FASB issued Accounting Standards Update 2009-15, Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing. This Accounting Standards Update amends the FASB Accounting Standard Codification for EITF 09-1. (See EITF 09-1 effective date below.)

In October 2009, the FASB issued Accounting Standards Update 2009-14, Software (Topic 985): Certain Revenue Arrangements That Include Software Elements. This update changed the accounting model for revenue arrangements that include both tangible products and software elements. Effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15,2010. Early adoption is permitted. The Company does not expect the provisions of ASU 2009-14 to have a material effect on the financial position, results of operations or cash flows of the Company.

In October 2009, the FASB issued Accounting Standards Update 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. This update addressed the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than a combined unit and will be separated in more circumstances that under existing US GAAP. This amendment has eliminated that residual method of allocation. Effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company does not expect the provisions of ASU 2009-13 to have a material effect on the financial position, results of operations or cash flows of the Company.

In September 2009, the FASB issued Accounting Standards Update 2009-12, Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). This update provides amendments to Topic 820 for the fair value measurement of investments in certain entities that calculate net asset value per share (or its equivalent). It is effective for interim and annual periods ending after December 15,2009. Early application is permitted in financial statements for earlier interim and annual periods that have not been issued. The Company does not expect the provisions of ASU 2009-12 to have a material effect on the financial position, results of operations or cash flows of the Company.

In July 2009, the FASB ratified the consensus reached by EITF (Emerging Issues Task Force) issued EITF No. 09-1, (ASC Topic 470) "Accounting for Own-Share Lending Arrangements in Contemplation of Convertible

Debt Issuance" ("EITF 09-1"). The provisions of EITF 09-1, clarifies the accounting treatment and disclosure of share-lending arrangements that are classified as equity in the financial statements of the share lender. An example of a share-lending arrangement is an agreement between the Company (share lender) and an investment bank (share borrower) which allows the investment bank to use the loaned shares to enter into equity derivative contracts with investors. EITF 09-1 is effective for fiscal years that beginning on or after December 15,2009 and requires retrospective application for all arrangements outstanding as of the beginning of fiscal years beginning on or after December 15,2009. Share-lending arrangements that have been terminated as a result of counterparty default prior to December 15, 2009, but for which the entity has not reached a final settlement as of December 15, 2009 are within the scope. Effective for share-lending arrangements entered into on or after the beginning of the first reporting period that begins on or after June 15, 2009. The Company does not expect the provisions of EITF 09-1 to have a material effect on the financial position, results of operations or cash flows of the Company.

In June 2009, FASB issued ASC 105-10 (Prior authoritative literature: SFAS No. 168, "The FASB Accounting Standards Codification TM and the Hierarchy of Generally Accepted Accounting Principles - a replacement of FASB Statement No. 162").FASB ASC 105-10 establishes the FASB Accounting Standards Codification TM (Codification) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. FASB ASC 105-10 is effective for financial statements issued for fiscal years and interim periods ending after September 15, 2009. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ending December 31, 2009. Adoption of FASB ASC 105-10 did not have a material effect on the Company’s financial statements.

In June 2009, the FASB issued FASB ASC 810-10-65 (Prior authoritative literature: SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)”) which amends the consolidation guidance applicable to a variable interest entity (“VIE”). This standard also amends the guidance governing the determination of whether an enterprise is the primary beneficiary of a VIE, and is therefore required to consolidate an entity, by requiring a qualitative analysis rather than a quantitative analysis. Previously, the standard required reconsideration of whether an enterprise was the primary beneficiary of a VIE only when specific events had occurred. This standard is effective for fiscal years beginning after November 15, 2009, and for interim periods within those fiscal years. Early adoption is prohibited. Adoption of FASB ASC 810-10-65 did not have a material impact on the Company’s financial statements.

In June 2009, the FASB ASC 860-10 (Prior authoritative literature: issued SFAS No. 166, “Accounting for Transfers of Financial Assets, an Amendment of FASB Statement No. 140”), which eliminates the concept of a qualifying special-purpose entity (“QSPE”), clarifies and amends the de-recognition criteria for a transfer to be accounted for as a sale, amends and clarifies the unit of account eligible for sale accounting and requires that a transferor initially measure at fair value and recognize all assets obtained and liabilities incurred as a result of a transfer of an entire financial asset or group of financial assets accounted for as a sale. This standard is effective for fiscal years beginning after November 15, 2009. Adoption of FASB ASC 860-10 did not have a material impact on the Company’s financial statements.

In May 2009, FASB issued FASB ASC 855-10 (Prior authoritative literature: SFAS No. 165, "Subsequent Events"). FASB ASC 855-10 establishes principles and requirements for the reporting of events or transactions that occur after the balance sheet date, but before financial statements are issued or are available to be issued. FASB ASC 855-10 is effective for financial statements issued for fiscal years and interim periods ending after June 15, 2009. As such, the Company adopted these provisions at the beginning of the interim period ended June 30, 2009.

In April 2009, the FASB issued FASB ASC 810-10-65 (Prior authoritative literature: SFAS No. 164, “Not-for-Profit Entities: Mergers and Acquisitions”) which governs the information that a not-for-profit entity should provide in its financial reports about a combination with one or more other not-for-profit entities, businesses or nonprofit activities and sets out the principles and requirements for how a not-for-profit entity should determine whether a combination is in fact a merger or an acquisition. This standard is effective for mergers occurring on or after Dec. 15, 2009 and for acquisitions where the acquisition date is on or after the beginning of the first annual reporting period, beginning on or after Dec. 15, 2009. This standard does not apply to the Company since the Company is considered a for-profit entity

In May 2008, the FASB issued FASB ASC 944 (Prior authoritative literature: SFAS No. 163, "Accounting for Financial Guarantee Insurance Contracts - an interpretation of FASB Statement No. 60"). FASB ASC 944 interprets Statement 60 and amends existing accounting pronouncements to clarify their application to the financial guarantee insurance contracts included within the scope of that Statement. This standard is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ended December 31, 2009. The Company does not believe this standard will have any impact on the financial statements.

In March 2008, the FASB issued FASB ASC 815-10 (Prior authoritative literature: SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities”), which is effective January 1, 2009. FASB ASC 815-10 requires enhanced disclosures about derivative instruments and hedging activities to allow for a better understanding of their effects on an entity’s financial position, financial performance, and cash flows. Among other things, this standard requires disclosures of the fair values of derivative instruments and associated gains and losses in a tabular formant. This standard is not currently applicable to the Company since we do not have derivative instruments or engage in hedging activity.

3.	SHARE CAPITAL

Authorized

The total authorized is 150,000,000 common shares with no par value.

Issued and Outstanding

On March 20, 2008, one share of common stock was approved and issued to the organizer of the company, valued at $0.0001 per share.

On September 25, 2009, following a board resolution, this share has been transferred to Jean Chalopin against a payment of $10,800 as contributed Capital via assumption of debt.

Basic and Diluted Net Loss Per Share

The company computes net loss per share in accordance with the Accounting Guidance, “Earnings per Share”. This Guidance requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerators) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive. The company had no common stock equivalents outstanding at December 31, 2009.

	Year Ended			Year Ended
Basic & Diluted Earning Per Share Computation	December 31, 2008			December 31, 2009

(Loss) available to common stockholders	$	(16,430	)	$	(28,622	)
Weighted-average share used to compute:		1			1
Basic & Diluted loss per common share	$	(16,430	)	$	(28,622	)

4.	RELATED PARTY TRANSACTIONS

Related party transactions are in the normal course of operations, occurring on terms and conditions that are similar to those of transactions with unrelated parties and, therefore, are measure at the exchange amount.

The expenses of the company aggregating $45,052 were paid by the shareholder of the company and are recorded under “inter-company account”. Following the transfer of share on September 25, 2009 to Jean Chalopin against a payment of $10,800 as contributed Capital via assumption of debt, the balance due to the shareholder of the company is $29,752 at the end of 2009.

The amount advanced by the shareholder in 2008 is $3,430 with a balance of $3,430 at the end of 2008.

The amount advanced by the shareholder in 2009 is $37,122 with a balance of $29,752 at the end of 2009.

The amounts due to related party are non-interest bearing and have no specific terms of repayment.

See Note 6 with respect to the sale on January 3, 2010, of ordinary shares to Chaldon Ltd., a company controlled by the sole director and officer of the company, and the acquisition of China Green Resources HK Limited from Chaldon Asia Limited, a company controlled by the sole director and officer of the company Mr Jean Chalopin.

5.	INCOME TAXES

Currently, under the BVI rules, there are no limits on the number of years which a company can carry forward trading losses to offset against future profits. The company has, as of December 31, 2009, a loss carry forward of approximately 44,500 that can offset future income.

The Company has adopted FASB ASC 740-10. As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by FASB ASC 740-10.

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Components of deferred tax assets as of December 31, 2008 and 2009 are as follows:

	December 31, 2008			December 31, 2009

Deferred tax asset :
Net operating loss carry forward	$	(5,500	)	$	(15,300	)
Valuation allowance		5,500			15,300

Net deferred tax asset	$	-		$	-

The Components of current income tax expense as of December 31, 2008 and 2009 are as follow:

	As of December 31, 2008			As of December 31, 2009
Current tax expenses	$	-		$	-
Change in NOL benefits	$	(5,500	)	$	(9,800	)
Change in valuation allowances	$	5,500		$	9,800
Income tax expense	$	-		$	-

The Company has adopted FASB ASC 740-10 to account for income taxes. The Company currently has no issues creating timing differences that would mandate deferred tax expense. Net operating losses would create possible tax assets in future years. No tax benefit has been reported in the financial statements. Due to the uncertainty of the utilization of net operating loss carry forwards, an evaluation allowance has been made to the extent of any tax benefit that net operating losses may generate. A provision for income taxes has not been made due to net operating loss carry-forwards of $15,300 and $5,500 as of December 31, 2009 and December 31, 2008, respectively, which may be offset against future taxable income through 2029. No tax benefit has been reported in the financial statements.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

	As of December 31, 2008		As of December 31, 2009
Beginning Balance	$	-	$	-
Additions based on tax positions related to current year	$	-	$	-
Additions for tax positions of prior years	$	-	$	-
Reduction for tax position of prior years	$	-	$	-
Reductions in benefit due to income tax expense	$	-	$	-
Ending Balance	$	-	$	-

The Company did not have any tax positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within the next 12 months. The 2008 and 2009 Year ends (as of December 31) are open to examination by the Taxing Authorities.

6.	SUBSEQUENT EVENTS

ITEM 19. EXHIBITS

Exhibit

Number		Description

1.1		Memorandum of Association of Registrant (incorporated by reference from Registration Statement No. 333-151842 - Annex B)

1.2		Articles of Association of Registrant (incorporated by reference from Registration Statement No. 333-151842 - Annex C)

2.1		Specimen Common Stock Certificate of Registrant (incorporated by reference from Registration Statement 333-151842 – Exhibit 4.1)

4.1*		Consulting Agreement with Scott Lumish, November 2009

4.2*		Securities Purchase Agreement with Chaldon Ltd., dated January 3, 2010.

4.3*		Securities Purchase Agreement with Dahui Limited, dated January 3, 2010

11.1		Code of Ethics (incorporated by reference from Registration Statement No. 333-151842 - Annex E)

12.1*		CEO and CFO Certification Pursuant to Rule 13a-14(a) (17 CFR 240.13a-14(a)) (17 CFR 240.13a-14(a)) or Rule 15d-1(a) (17 CFR 240.15d-14(a))

13.1*		CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* Filed with this annual report on Form 20-F

SIGNATURE

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 annual report on its behalf.

Date: June 29, 2010

	GREEN CHINA RESOURCES, INC.

	/S/ Jean Chalopin
	Name:	Jean Chalopin
	Title:	Chief Executive Officer and Chief Financial Officer and Principal Accounting Officer