f10q0112_chinarongxin.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2012

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

For the transition period from ______to______.

Commission File Number: 000-54215

CHINA RONGXIN CHEMICAL HOLDING GROUP, INC.

(Exact name of registrant as specified in Charter)

Nevada
(State or other jurisdiction of incorporation or organization)		(IRS Employee Identification No.)

Room 2702, Building # 3 Machangjiaolu Hualixinhuashidai Jianghuanqu, Wuhan, Hubei, China		27517
(Address of principal executive offices)		(Zip Code)

(732) 409-1212

(Registrant’s telephone number, including area code)

EUROPA ACQUISITION VI, INC.

(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

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

Large Accelerated Filer o Accelerated Filer o Non-Accelerated Filer o Smaller Reporting Company x

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of March 14, 2012: 100,000 shares of common stock.

CHINA RONGXIN CHEMICAL HOLDING GROUP, INC.

(f/k/a EUROPA ACQUISITION VI, INC.)

FORM 10-Q

January 31, 2012

INDEX

PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5
Item 4.	Control and Procedures	5

PART II—OTHER INFORMATION

Item 1.	Legal Proceedings	6
Item 1A.	Risk Factors	6
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6
Item 3.	Defaults Upon Senior Securities	6
Item 4.	Mine Safety Disclosures	6
Item 5.	Other Information	6
Item 6.	Exhibits	6

SIGNATURE		7

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements.” Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Quarterly Report on Form 10-Q and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the Quarterly Report on Form 10-Q. All subsequent written and oral forward-looking statements concerning other matters addressed in this Quarterly Report on Form 10-Q and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Quarterly Report on Form 10-Q.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

CERTAIN TERMS USED IN THIS QUARTERLY REPORT ON FORM 10-Q

When this report uses the words “we,” “us,” “our,” and the “Company,” they refer to China Rongxin Chemical Holding Group, Inc (f/k/a/ Europa Acquisition VI, Inc.) “SEC” refers to the Securities and Exchange Commission.

Item 1. Financial Statements.

CHINA RONGXIN CHEMICAL HOLDING GROUP, INC.

(f/k/a EUROPA ACQUISITION VI, INC.)

(A DEVELOPMENT STAGE COMPANY)

CONTENTS



PAGE	F-1	CONDENSED BALANCE SHEETS AS OF JANUARY 31, 2012 (UNAUDITED) AND JULY 31, 2011

PAGE	F-2	CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2012 AND 2011 AND FOR THE PERIOD FROM JULY 30, 2010 (INCEPTION) TO JANUARY 31, 2012 (UNAUDITED)

PAGE	F-3	CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIENCY FOR THE PERIOD FROM JULY 30, 2010 (INCEPTION) TO JANUARY 31, 2012 (UNAUDITED)

PAGE	F-4	CONDENSED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JANUARY 31, 2012 AND 2011 AND FOR THE PERIOD FROM JULY 30, 2010 (INCEPTION) TO JANUARY 31, 2012 (UNAUDITED)

PAGES	F-5- F-10	NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

China Rongxin Chemical Holding Group, Inc.
(f/k/a Europa Acquisition VI, Inc.)
(A Development Stage Company)
Condensed Balance Sheets



	January 31, 2012			July 31, 2011
	(Unaudited)
ASSETS

Current Assets
Prepaid Expense	$	1,000		$	-

Total Assets	$	1,000		$	-

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities
Accounts Payable	$	718		$	8,560
Loan Payable Related Party		7,305			2,433
Total Liabilities		8,023			10,993

Commitments and Contingencies		-			-

Stockholders' Deficiency
Preferred stock, $0.001 par value; 10,000,000 shares authorized,
none issued and outstanding		-			-
Common stock, $0.001 par value; 100,000,000 shares authorized, 100,000		100			100
and 100,000 issued and outstanding respectively
Additional paid-in capital		24,400			4,500
Deficit accumulated during the development stage		(31,523	)		(15,593	)
Total Stockholders' Deficiency		(7,023	)		(10,993	)

Total Liabilities and Stockholders' Deficiency	$	1,000		$	-

See Accompanying Notes to

Condensed Unaudited Financial Statements

F-1

China Rongxin Chemical Holding Group, Inc.
(f/k/a Europa Acquisition VI, Inc.)
(A Development Stage Company)
Condensed Statement of Operations
(Unaudited)

	For the Three Months Ended			For the Three Months Ended			For the Six Months Ended			For the Six Months Ended			For the Period from July 30, 2010 (Inception) to
	January 31, 2012			January 31, 2011			January 31, 2012			January 31, 2011			January 31, 2012

Operating Expenses
Professional fees	$	4,019		$	1,688		$	10,869		$	4,363		$	21,862
Compensation Expense		600			-			1,500			-			6,100
General and Administrative Expense		2,311			1,800			3,561			1,800			3,561
Total Operating Expenses		6,930			3,488			15,930			6,163			31,523

LOSS FROM OPERATIONS BEFORE INCOME TAXES		(6,930	)		(3,488	)		(15,930	)		(6,163	)		(31,523	)

Provision for Income Taxes		-			-			-			-			-

NET LOSS	$	(6,930	)	$	(3,488	)	$	(15,930	)	$	(6,163	)	$	(31,523	)

Net Loss Per Share - Basic and Diluted	$	(0.07	)	$	(0.03	)	$	(0.16	)	$	(0.06	)

Weighted average number of shares outstanding
during the period - Basic and Diluted		100,000			100,000			100,000			100,000

See Accompanying Notes to

Condensed Unaudited Financial Statements

F-2

China Rongxin Chemical Holding Group, Inc.
(f/k/a Europa Acquisition VI, Inc.)
(A Development Stage Company)
Condensed Statement of Changes in Stockholders' Deficiency
For the Period from July 30, 2010 (Inception) to January 31, 2012
(Unaudited)




											Deficit
	Preferred Stock				Common stock				Additional		accumulated during			Total
									paid-in		development			Stockholders'
	Shares		Amount		Shares		Amount		capital		stage			Deficiency

Common stock issued for services to founders ($0.01/share)		-	$	-		100,000	$	100	$	900	$	-		$	1,000

Net loss for the one day period ended July 31, 2010		-		-		-		-		-		(2,250	)		(2,250	)

Balance, July 31, 2010`		-		-		100,000		100		900		(2,250	)		(1,250	)

In-Kind Contribution of Services		-		-		-		-		3,600		-			3,600

Net loss for the year ended July 31, 2011		-		-		-		-		-		(13,343	)		(13,343	)

Balance, July 31, 2011		-		-		100,000		100		4,500		(15,593	)		(10,993	)

In-Kind Contribution of Services		-		-		-		-		1,200		-			1,200

Loans forgiven by principal stockholder		-		-		-		-		4,433		-			4,433

Payment of accounts payable and debt forgiveness by a related party on Company's behalf		-		-		-		-		14,267		-			14,267
										-
Net loss for the six months ended January 31, 2012		-		-		-		-		-		(15,930	)		(15,930	)

Balance, January 31, 2012		-	$	-		100,000	$	100	$	24,400	$	(31,523	)	$	(7,023	)

See Accompanying Notes to

Condensed Unaudited Financial Statements

F-3

China Rongxin Chemical Holding Group, Inc.
(f/k/a Europa Acquisition VI, Inc.)
(A Development Stage Company)
Condensed Statements of Cash Flows
(Unaudited)


							For the Period from
	For the Six Months Ended			For the Six Months Ended			July 30, 2010 (Inception) to
	January 31, 2012			January 31, 2011			January 31, 2012

Cash Flows From Operating Activities:
Net Loss	$	(15,930	)	$	(6,163	)	$	(31,523	)
Adjustments to reconcile net loss to net cash used in operations
In-Kind Contribution		1,200			1,800			5,800
Changes in operating assets and liabilities:
Increase in prepaid expenses		(1,000	)		-			(1,000	)
Increase in accounts payable and accrued expenses		(7,842	)		4,363			718
Net Cash Used In Operating Activities		(23,572	)		-			(26,005	)

Cash Flows From Financing Activities:
Contribution of capital by principal stockholder		14,267						14,267
Increase in loan payable - related party		9,305			-			11,738
Net Cash Provided by Financing Activities		23,572			-			26,005

Net Increase in Cash

Cash at Beginning of Period		-			-			-

Cash at End of Period	$	-		$	-		$	-

Supplemental disclosure of cash flow information:

Cash paid for interest	$	-		$	-		$	-
Cash paid for taxes	$	-		$	-		$	-


Supplemental disclosure of non-cash investing and financing activities:

Due to principal stockholder - loan forgiven $4,433.

See Accompanying Notes to

Condensed Unaudited Financial Statements

F-4

CHINA RONGXIN CHEMICAL HOLDING GROUP, INC.

(f/k/a EUROPA ACQUISITION VI, INC.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF JANUARY 31, 2012

(UNAUDITED)

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A) Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.

It is management’s opinion however, that all material adjustments (consisting of normal recurring adjustments) have been made, which are necessary for a fair financial statements presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.

China Rongxin Chemical Holding Group, Inc. (a development stage company) (the "Company") was incorporated under the laws of the State of Nevada on July 30, 2010 under the name Europa Acquisition VI, Inc. The Company was organized to provide business services and financing to emerging growth entities.

On December 12, 2011, the Company amended its articles of incorporation to change its name to China Rongxin Chemical Holding Group, Inc.

The Company was formed to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. It has been in the developmental stage since inception and has no operations to date. It will attempt to locate and negotiate with a business entity for the combination of that target company with us. The combination will normally take the form of a merger, stock- for-stock exchange or stock-for-assets exchange. In most instances, the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that it will be successful in locating or negotiating with any target company.

Activities during the development stage include developing the business plan and raising capital.

F-5

CHINA RONGXIN CHEMICAL HOLDING GROUP, INC.

(f/k/a EUROPA ACQUISITION VI, INC.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF JANUARY 31, 2012

(UNAUDITED)

(B) Use of Estimates

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates.

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At January 31, 2012 and July 31, 2011, the Company had no cash equivalents.

(D) Loss Per Share

Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by FASB Accounting Standards Codification Topic 260, “Earnings Per Share.” As of January 31, 2012 and, 2011, there were no common share equivalents outstanding.

(E) Income Taxes

The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”). Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

(F) Business Segments

The Company operates in one segment and therefore segment information is not presented.

F-6

CHINA RONGXIN CHEMICAL HOLDING GROUP, INC.

(f/k/a EUROPA ACQUISITION VI, INC.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF JANUARY 31, 2012

(UNAUDITED)

(G) Revenue Recognition

The Company will recognize revenue on arrangements in accordance with FASB ASC No. 605, “Revenue Recognition”. In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.

(H)Fair Value of Financial Instruments

The carrying amount reported in the balance sheet for accounts payable and loan payable related party approximate fair value based on the short-term maturity of these instruments.

(I)Recent Accounting Pronouncements

ASU No. 2011-03; Reconsideration of Effective Control for Repurchase Agreements. In April, 2011, the FASB issued ASU No. 2011-03. The amendments in this ASU remove from the assessment of effective control the criterion relating to the transferor’s ability to repurchase or redeem financial assets on substantially the agreed terms, even in the event of default by the transferee. The amendments in this ASU also eliminate the requirement to demonstrate that the transferor possesses adequate collateral to fund substantially all the cost of purchasing replacement financial assets.

The guidance in this ASU is effective for the first interim or annual period beginning on or after December 15, 2011. The guidance should be applied prospectively to transactions or modifications of existing transactions that occur on or after the effective date. Early adoption is not permitted. The Company will adopt the methodologies prescribed by this ASU by the date required, and does not anticipate that the ASU will have a material effect on its financial position or results of operations.

ASU No. 2011-04; Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. In May, 2011, the FASB issued ASU No. 2011-04. The amendments in this ASU generally represent clarifications of Topic 820, but also include some instances where a particular principle or requirement for measuring fair value or disclosing information about fair value measurements has changed. This ASU results in common principles and requirements for measuring fair value and for disclosing information about fair value measurements in accordance with U.S. GAAP and IFRSs. The amendments in this ASU are to be applied prospectively. For public entities, the amendments are effective during interim and annual periods beginning after December 15, 2011. Early application by public entities is not permitted.

F-7

CHINA RONGXIN CHEMICAL HOLDING GROUP, INC.

(f/k/a EUROPA ACQUISITION VI, INC.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF JANUARY 31, 2012

(UNAUDITED)

The Company will adopt the methodologies prescribed by this ASU by the date required, and does not anticipate that the ASU will have a material effect on its financial position or results of operations.

ASU No. 2011-05; Amendments to Topic 220, Comprehensive Income. In June, 2011, the FASB issued ASU No. 2011-05. Under the amendments in this ASU, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. This ASU eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. The amendments in this ASU do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income.

The amendments in this ASU should be applied retrospectively. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted, because compliance with the amendments is already permitted. The amendments do not require any transition disclosures. Due to the recency of this pronouncement, the Company is evaluating its timing of adoption of ASU 2011-05, but will adopt the ASU retrospectively by the due date.

On September 15, 2011, the FASB issued ASU 2011-08, Intangibles – Goodwill and Other, which simplifies how an entity is required to test goodwill for impairment. This ASU would allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Under the ASU, an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The ASU includes a number of factors to consider in conducting the qualitative assessment. The ASU is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. This standard is not expected to have a material impact on the Company’s reported results of operations or financial position.

F-8

CHINA RONGXIN CHEMICAL HOLDING GROUP, INC.

(f/k/a EUROPA ACQUISITION VI, INC.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF JANUARY 31, 2012

(UNAUDITED)

NOTE 2 STOCKHOLDERS’ DEFICIENCY

(A) Stock Issued for Services

On July 31, 2010, the Company issued 100,000 shares of common stock to its founders having a fair value of $1,000 ($0.01/share) in exchange for services provided (See Note 3).

(B) In-Kind Contribution

For the six months ended January 31, 2012, two (2) shareholders of the company contributed services having a fair value at $1,200 (See Note 3).

For the year ended July 31, 2011, two (2) shareholders of the company contributed services having a fair value at $3,600 (See Note 3).

As of January 31, 2012, a stockholder forgave loans of $4,433 and this was recorded by the Company as contributed capital (See Note 4)

(D) Expenses paid on Company’s’ behalf

During the six months ended January 31, 2012, the principal stockholder paid $14,267 of accounts payable on the Company’s behalf, which was recorded as a contribution of capital. (See Note 3)

NOTE 3 RELATED PARTY TRANSACTION

For the six months ended January 31, 2012, two (2) shareholders of the company contributed services having a fair value at $1,200 (See Note 2 (B )).

During the six months ended January 31, 2012, Europa Capital (a related party) paid expenses of $2,000 on behalf of the Company in exchange for a non-interest bearing note (See Note 4).

During the year ended July 31, 2011, Europa Capital (a related party) paid $2,433 in legal expenses and filing fees on behalf of the Company.As of January 31, 2012, a stockholder forgave loans of $4,433 and this was recorded by the Company as contributed capital. (See Note 4)

F-9

CHINA RONGXIN CHEMICAL HOLDING GROUP, INC.

(f/k/a EUROPA ACQUISITION VI, INC.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF JANUARY 31, 2012

(UNAUDITED)

During the six months ended January 31, 2012, the principal stockholder paid $14,267 of accounts payable on the Company’s behalf, which was recorded as a contribution of capital. (See Note 2(D)).

During the six months ended January 31, 2012, the Company's CEO paid expenses of $4,680 on behalf of the Company in exchange for a non-interest bearing note. The note is due on demand and as of January 31, 2012, $4,680 was due. (See Note 4).

During the six months ended January 31, 2012, a related party paid expenses of $2,625 on behalf of the Company in exchange for a non-interest bearing note. The note is due on demand and as of January 31, 2012, $2,625 was due. (See Note 4).

On July 31, 2010, the Company issued 100,000 shares of common stock to its founders having a fair value of $1,000 ($0.01/share) in exchange for services provided (See Note 2(A)).

For the year ended July 31, 2011, two (2) shareholders of the company contributed services having a fair value at $3,600 (See Note 2(B)).

NOTE 4 LOAN PAYABLE – RELATED PARTY

During the six months ended January 31, 2012, Company’s CEO paid expenses of $4,680 on behalf of the Company in exchange for a non-interest bearing note. The note is due on demand and as of January 31, 2012, $4,680 was due.(See Note 3).

During the six months ended January 31, 2012, Europa Capital (a related party) paid expenses of $2,000 on behalf of the Company in exchange for a non-interest bearing note. During the year ended July 31, 2011, Europa Capital (a related party) paid expenses of $2,433 on behalf of the Company in exchange for a non-interest bearing note. The note is due on demand and as of July 31, 2011, $2,433 was due. As of January 31, 2012, a stockholder forgave loans of $4,433 and this was recorded by the Company as contributed capital (See Note 2(C) ).

NOTE 5 GOING CONCERN

As reflected in the accompanying unaudited condensed financial statements, the Company is in the development stage with limited operations. The Company has a net loss of $31,523 from inception and a working capital and stockholders’ deficiency of $7,023 at January 31, 2012, and used $26,005 cash in operations from inception. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management intends to provide the Company with additional loans as needed and is seeking a merger target to implement its strategic plans. Management feels these actions provide the opportunity for the Company to continue as a going concern.

F-10

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.

Plan of Operation

We were organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

On November 11, 2011 (the “Closing Date”), the Company entered into certain stock purchase agreement (the “Agreement”) by and among the Company, Peter Reichard and Peter Coker, each a former stockholder of the Company, and Yujin Wang pursuant to which Mr. Wang acquired all of the Company’s issued and outstanding shares of common stock immediately preceding the Closing Date in exchange for a cash payment of $25,000 by Mr. Wang to Messrs. Reichard and Coker (the “Transaction”). Pursuant to the Agreement, Messrs. Reichard and Coker each transferred 60,000 and 40,000 shares, respectively, of the Company’s common stock to Mr. Wang.

We do not currently engage in any business activities that provide cash flow. The costs of investigating and analyzing business combinations for the next 12 months and beyond such time will be paid with money in our treasury or with additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors.

During the next 12 months we anticipate incurring costs related to filing of Exchange Act reports and consummating an acquisition.

We believe we will be able to meet these costs through use of funds in our treasury and additional amounts, as necessary, to be loaned by or invested in us by our stockholders, management or other investors.

We are in the development stage and have negative working capital, negative stockholders’ equity and have not earned any revenues from operations to date. These conditions raise substantial doubt about our ability to continue as a going concern. We are currently devoting our efforts to locating merger candidates. Our ability to continue as a going concern is dependent upon our ability to develop additional sources of capital, locate and complete a merger with another company, and ultimately, achieve profitable operations.

We may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

Our sole officer and director has not had any preliminary contact or discussions with any representative of any other entity regarding a business combination with us. Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.

Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.

We anticipate that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking even the limited additional capital which we will have and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations 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.

Change In Control Of Registrant

On November 11, 2011, Peter Reichard resigned from his positions as the Company’s President and Director of the Company and Yujin Wang was appointed the Company’s President, CEO, and sole Director.

Results of Operation

We have not had any operating income since inception. For the six months ended January 31, 2012 and January 31, 2011 we incurred a net loss of $15,930 and $6,163. Since inception we have incurred a net loss of $31,523. Expenses from inception were comprised of costs mainly associated with legal, accounting and office expense.

Liquidity and Capital Resources

At January 31, 2012, we had no capital resources and we will need additional capital to continue operations for the next twelve months. We intend to rely upon the issuance of common stock and loans from shareholders to fund administrative expenses pending acquisition of an operating company. However, our shareholders are under no obligation to provide such funding.

Management anticipates seeking out a target company through solicitation. Such solicitation may include newspaper or magazine advertisements, mailings and other distributions to law firms, accounting firms, investment bankers, financial advisors and similar persons, the use of one or more World Wide Web sites and similar methods. No estimate can be made as to the number of persons who will be contacted or solicited. Management may engage in such solicitation directly or may employ one or more other entities to conduct or assist in such solicitation. Management and its affiliates will pay referral fees to consultants and others who refer target businesses for mergers into public companies in which management and its affiliates have an interest. Payments are made if a business combination occurs, and may consist of cash or a portion of the stock in the Company retained by management and its affiliates, or both.

As reflected in the accompanying unaudited condensed financial statements, the Company is in the development stage with limited operations. The Company has a net loss of $31,523 from inception and a working capital and stockholders’ deficiency of $7,023 at January 31, 2012 and used $26,005 cash in operations from inception. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.

Critical Accounting Policies

We have identified the policies outlined below as critical to our business operations and an understanding of our results of operations. The list is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management's judgment in their application.

Recent Accounting Pronouncements

Off Balance Sheet Transactions

None.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The Company is subject to certain market risks, including changes in interest rates and currency exchange rates. The Company does not undertake any specific actions to limit those exposures.

Item 4. Controls and Procedures.

We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act that are designed to ensure that information required to be disclosed in our reports filed or submitted to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms, and that information is accumulated and communicated to management, including the principal executive and financial officer as appropriate, to allow timely decisions regarding required disclosures. Our President and Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of disclosure controls and procedures as of January 31, 2012, pursuant to Rule 13a-15(b) under the Exchange Act. Based on that evaluation, the President and Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective to ensure that information required to be included in our periodic SEC filings is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms.

A system of controls, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the system of controls are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Changes in Internal Control over Financial Reporting

No changes were made to our internal control over financial reporting during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting

PART II—OTHER INFORMATION

Item 1.

Legal Proceedings.

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A.

Risk Factors.

Smaller reporting companies are not required to provide the information required by this item.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3.

Defaults Upon Senior Securities.

None.

Item 4.

Mine Safety Disclosures.

None.

Item 5.

Other Information.

Item 6.

Exhibits

(a) Exhibits

Exhibit Number		Description
31.1		Certification of principal executive officer and principal financial officer pursuant to Rule 13a-14(a) of the Exchange Act
32.1	*	Certification of principal executive officer and principal financial officer pursuant to Rule 13a-14(b) of the Exchange Act and Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	+	XBRL Instance Document
101.SCH	+	XBRL Taxonomy Schema
101.CAL	+	XBRL Taxonomy Calculation Linkbase
101.DEF	+	XBRL Taxonomy Definition Linkbase
101.LAB	+	XBRL Taxonomy Label Linkbase
101.PRE	+	XBRL Taxonomy Presentation Linkbase

* Furnished herewith.

+ XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CHINA RONGXIN CHEMICAL HOLDING GROUP, INC.

Dated: March 14, 2012	By:	/s/Yujin Wang
		Yujin Wang
		President and Director (Principal Executive Officer and Principal Financial Officer)