0001532383-12-000002.txt : 20120202 0001532383-12-000002.hdr.sgml : 20120202 20120202105807 ACCESSION NUMBER: 0001532383-12-000002 CONFORMED SUBMISSION TYPE: S-1 PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20120202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Vantone Realty Corp CENTRAL INDEX KEY: 0001532383 IRS NUMBER: 453051284 STATE OF INCORPORATION: TX FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-1 SEC ACT: 1933 Act SEC FILE NUMBER: 333-179302 FILM NUMBER: 12564825 BUSINESS ADDRESS: STREET 1: 12520 A1 WESTHEIMER #138 CITY: HOUSTON STATE: TX ZIP: 77077 BUSINESS PHONE: 281-575-0636 MAIL ADDRESS: STREET 1: 12520 A1 WESTHEIMER #138 CITY: HOUSTON STATE: TX ZIP: 77077 S-1 1 vtrs-1_r.htm S-1 REGISTRATION

As filed with the Securities and Exchange Commission on February 2, 2012

Registration No. 333-__________

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Vantone Realty Corporation

(Exact name of Registrant as specified in its Charter)

Texas

(State or other jurisdiction of incorporation)

1531

(Primary Standard Industrial Classification Code Number)

45-3051284

(IRS Employer Identification Number)

Vantone Realty Corporation

12520 A1 Westheimer #139

Houston, Texas 77077

Tel: 281-575-0636 Fax: 281-575-6983

(Address, including zip code, and telephone number, including area code,

of registrant's principal executive offices)

Tian Su Hua

12520 A1 Westheimer #139

Houston, Texas 77077

Tel: 281-575-0636 Fax: 281-575-6983

e-mail: suhuatian@yahoo.com

(Name, address, including zip code, and telephone number,

Including area code, of agent for service)

Copies of communications to:

Kevin M. Murphy

Attorney-At-Law

6402 Scott Lane

Pearland, Texas 77581

Tel: 281-804-1174

info@kevinmurphylaw.com

Approximate date of commencement of proposed sale to public: As soon as practicable after effectiveness of the registration statement

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [x]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

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

Large accelerated filer	Accelerated filer
Non-accelerated filer	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 [ ] No [X]

CALCULATION OF REGISTRATION FEE

Class of Securities

To be Registered

Amount to be registered

Proposed Maximum Offering Price Per Unit

Proposed Maximum

Aggregate Offering Price

Amount of Registration

Fee

Common Stock

5,000,000

US$0.02

US$100,000

$11.46 [1]

(1) Estimated solely for the purpose of calculating the registration fee which was computed in accordance with Rule 457(o) under the Securities Act of 1933, as amended.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

Preliminary Prospectus Subject To Completion Dated February 1, 2012

VANTONE REALTY CORPORATION

5,000,000 SHARES OF COMMON STOCK

PRICE PER SHARE: $0.02

TOTAL OFFERING: $100,000

This prospectus relates to our initial public offering of 5,000,000 shares of our common stock at an offering price of $0.02 per share. The offering will commence once this prospectus becomes effective and will close no later than 180 days thereafter, unless we decide to extend the offering period, in our absolute discretion, by a further 90 days. We will pay all expenses incurred in this offering. The common stock is being offered on a no-minimum basis. Since there are no minimum purchase requirements, we may not receive any proceeds, or we may receive the only minimal proceeds from this offering. To the extent that we receive funds in this offering, they will be immediately available for our use since we have no arrangements to place funds in escrow, trust or similar account.

If all the shares offered by us are purchased, the net proceeds to us will be $95,488. This is our initial public offering, and no public market currently exists for shares of our common stock. Our common stock is presently not traded on any market or securities exchange, and we have not applied for listing or quotation on any public market.

We are offering our shares of common stock on a best effort basis. We are not required to sell any specific number or dollar amount of securities but will use our best efforts to sell the securities offered. This means there is no guarantee that we will be able to sell all or any of the shares being offered. Our common stock will be sold by our Director, and we will not be utilizing an underwriter for this offering. The intended methods of communication with potential investors include, without limitation, telephone and personal contacts. Such persons will not be paid any commissions or any other form of compensation for such sales. For more information, see the section of this prospectus entitled "Plan of Distribution."

Prior to this offering, there has been no public market for our common stock and we have not applied for listing or quotation on any public market. The offering price of $0.02 per share offered hereby was determined arbitrarily, based on a determination by our sole Board of Director of the price at which she believes investors would be willing to purchase the shares, the lack of liquidity resulting from the fact that there is no present market for our stock, and the high level of risk considering our lack of profitable operating history; however, the offering price bears no relationship to our assets, book value, earnings or any other customary investment criteria, and has not been determined by any independent financial evaluation. After the effective date of the registration statement, we intend to have a market maker file an application with the Financial Industry Regulatory Authority (“FINRA”) to have our common stock quoted on the OTC Bulletin Board. We currently have no market maker who is willing to list quotations for our stock. There is no assurance that an active trading market for our shares will develop, or, if developed, that it will be sustained.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


Prospective Summary			3
Summary of Financials			4
Risk Factors			4-10
Use of Proceeds			11
Dilution			12
Plan of Distribution			13
Description of Securities to be registered			14-15
Interests of Name Experts and Counsel			16
Description of Business			16-21
Description of Property			21
Legal Proceedings			21
Common Equity and related stockholders information			22
Management’s Discussion and Analysis			23
Director and executive officers			25
Executive Compensation			26
Security ownership of Certain Beneficial owners			27
Disclosure of Commission Position on Indemnification			30
Part 11- INFORMATION NOT REQUIRED IN PROSPECTUS
Other expenses of Issuance and Distribution			30
Indemnification of Directors and Officers			30
Recent Sales of Unregistered Securities			30
Financial Statements Schedules			F1-F6
Undertakings			32-34

DEALER PROSPECTUS DELIVERY OBLIGATION

Until _______ , all dealers that effect in these securities whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PROSPECTUS SUMMARY

As used in this prospectus, references to “Vantone Realty Corporation.”, the “Company,” ”we” “our” or “us” refer to Vantone Realty Corporation, unless the context otherwise indicates.

THE FOLLOWING SUMMARY HIGHLIGHTED SELECTED INFORMATION CONTAINED IN THIS PROSPECTUS. BEFORE MAKING AN INVESTMENT DECISION, YOU SHOULD READ THE ENTIRE PROSPECTUS CAREFULLY, INCLUDING THE " RISK FACTORS" SECTION, THE FINANCIAL STATEMENTS AND THE NOTES TO THE FINANCIAL STATEMENTS.

Vantone Realty Corp, is a start-up company incorporated in Texas on August 19, 2011. We are a development stage company. We intend to provide affordable housing to low and moderate-income families. We provide affordable housing options for low and middle income families. Our future homes will enrich the communities of Houston and revitalize the local economy. We seek to raise up to $100,000 from investors for this offering.

PRODUCTS and SERVICES

Our product is to build affordable homes in Houston's designated Houston Hope and Work Force Neighborhoods. The Houston Hope and Work force neighborhoods were created by the Houston Housing and Community Development Department (HHCD). The Houston HOPE Program strives to build strong and stable communities. Houston HOPE provides financial assistance to potential home buyers who are in designated Houston HOPE areas. We believe our future homes would be available for down payment assistance to potential clients who meet the specific criteria outlined by the HHCD.

In order to qualify for the program, applicants must demonstrate the ability to obtain a mortgage loan, demonstrate credit worthiness. The family's combined income must be at or below 80% of the area's median income. Approved applicants must also complete eight hours of home buyer education from a HUD-approved Housing Counseling Agency. The applicant must buy a new or existing home from a list of approved structures, invest at least $500 into the home-buying transaction, and live in the home for 10 years to satisfy the program eligibility criteria. Mortgage financing options through various selected lenders make it easier for new home buyers to get the assistance they need. Families are eligible for up to $30,000 in down payment assistance if they are not currently a property owner.

We will conduct affordable housing seminars to educate and draw publicity to our future homes build in those designated neighborhoods. We will be able to draw the attention of first-time buyers to buy homes in the Hope of Workforce neighborhoods. The regular seminars will focus on home buyer education and related topics. Home Buyer Education classes will strive to provide first time and repeat home buyers the information they need to make decisions when buying a home.

Our independent registered public accounting firm included an explanatory paragraph in their report on the accompanying financial statements regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our registered independent auditors. The audited financial statements included with this annual report have been prepared on the going-concern basis which assumes that adequate sources of financing will be obtained as required and that our assets will be realized and liabilities settled in the ordinary course of business.

Our principal office is currently located at 12520 A1 Westheimer #139, Houston, Texas 77077. Our telephone number is 281-575-0636. Our fax number is: 281-575-6983. Our fiscal year end is December 31.

NUMBER OF SHARES OUTSTANDING

As of December 31, 2011, There were 3,500,000 shares of our common stock issued and outstanding.

OUR DIRECT PUBLIC OFFERING

We are offering for sale up to a maximum of 5,000,000 shares of our common stock directly to the public. There is no underwriter involved in this offering. We are offering the shares without any underwriting discounts or commissions. The purchase price is $0.02 per share. The expenses associated with this offering are estimated to be $4,512, or approximately 4.5% of the gross proceeds of $100,000, if all the shares offered by us are purchased.

This is our initial public offering and no public market currently exists for shares of our common stock. We can offer no assurance that an active trading market will ever develop for our common stock.

BLANK CHECK ISSUE

We are not a blank check corporation. Section 7(b)(3) of the Securities Act of 1933, as amended defines the term “blank check company” to mean, any development stage company that is issuing a penny stock that, “(A) has no specific plan or purpose, or (B) has indicated that its business plan is to merge with an unidentified company or companies.” We have a specific plan and purpose. Our business purpose is to build affordable homes in Houston, Texas. In Securities Act Release No. 6932 which adopted rules relating to blank check offerings, the Securities and Exchange Commission stated in II DISCUSSION OF THE RULES, A. Scope of Rule 419, that, “Rule 419 does not apply to start-up companies with specific business plans even if operations have not commenced at the time of the offering.” Further, we have not indicated in any manner whatsoever, that we plan to merge with an unidentified company or companies, nor do we have any plans to merge with an unidentified company or companies.

We have no plans or intentions to be acquired or to merge with an operating company nor do we have plans to enter into a change of control or similar transaction or to change our management.

Following is a brief summary of this offering:

Securities being offered	Up to 5,000,000 shares of common stock, par value $0.0001
Offering price per share	$ 0.02
Offering period	The shares are being offered for a period not to exceed 180 days.
Gross Proceeds to us	$100,000 assuming the maximum number of shares is sold.
Use of proceeds	We will use the proceeds to pay for administrative expenses, implementation of our business plan, and working capital.
Number of shares outstanding before the offering	3,500,000
Number of shares outstanding after the offering if all of the shares are sold	8,500,000

ITEM 3. SUMMARY INFORMATION, RISK FACTORS.

The following summary financial data should be read in conjunction with “Management’s Discussion and Analysis,” “Plan of Operation” and the Financial Statements and Notes thereto, included elsewhere in this prospectus. The statement of operations and balance sheet data from inception August 19, 2011 through December 31, 2011 are derived from our audited financial statements. The data set forth below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our financial statements and the related notes included in this prospectus.

BALANCE SHEET DATA
Cash and Cash Equivalent	$	10,000
Real Estate held for development	$	25,000
TOTAL ASSETS	$	35,000
Accrued Expenses	$	3,866
TOTAL LIABILITIES	$	3,866
TOTAL SHAREHOLDER'S EQUITY	$	31,134
STATEMENT OF OPERATIONS
Revenues	$	-
Net Loss	$	(3,866)

RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the following factors and other information in this prospectus before deciding to invest in our company. If any of the risks actually occur, our business, financial condition, results of operations and prospects for growth would likely suffer. In such case, you may lose all or part of your investment. You should carefully consider the risks described below and the other information in this process before investing in our common stock.

RISK FACTORS RELATING TO OUR COMPANY

1. We have a very limited history of operations and accordingly, there is no track record that would provide a basis for assessing our ability to conduct successful building activities.

We were incorporated on August 19, 2011, and to date, have been involved primarily in organizational and limited activities. Accordingly, we have no track record of operational activities, fund-raising ability, and other factors that would allow an investor to assess the likelihood that we will be successful as a homebuilder in Houston, Texas. Homebuilders often fail to achieve or maintain our operations, even in favorable market conditions. There is a substantial risk that we will not be sustainable in our homebuilding activities.

2. Our Independent Auditor has indicated that he has substantial doubts about our ability to continue as a going concern.

Our audited financial statements for the period from August 19, 2011, through December 31, 2011, were prepared based on the assumption that we will continue our operations as a going concern. We were incorporated on August 19, 2011, and do not have a history of earnings. As a result, our independent accountants in their audit report have expressed substantial doubt about our ability to continue as a going concern. We have incurred a net loss of $(3,866) for the period from August 19, 2011 (inception) to December 31, 2011, and we have had no revenues to date. Our future is dependent upon our ability to implement our business plans and upon our future profitable operations.

__________________________________________________________________________________________________________________________________________________________________________________________________

3. Because our offering will be conducted on a "best efforts" basis, there can be no assurance that we can raise the money we need.

The shares are being offered by us on a "best efforts" basis without the benefit of a private placement agent. We can provide no assurance that this offering will be completely sold out. If less than the $100,000 maximum proceeds is available, our business plans and prospects for the current fiscal year could be adversely affected.

4. Our principal stockholder has significant voting power and may take actions that may not be in the best interest of all other stockholders.

Our sole officer and director, Tian Su Hua, controls approximately 100% of our current outstanding shares of voting common stock. He may be able to exert significant control over our management and affairs requiring stockholder approval, including approval of corporate transactions. This concentration of ownership may expedite approvals of company decisions, or have the effect of delaying or preventing a change in control or be in the best interests of all our stockholders.

5. We may incur significant costs to be a public company to ensure compliance with U.S. corporate governance and accounting requirements, and we may not be able to absorb such costs.

We may incur significant costs associated with our public company reporting requirements, costs associated with newly corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other applicable rules implemented by the Securities and Exchange Commission. We expect all of these rules, and regulations significantly increase our legal and financial compliance and to make some activities more time-consuming and and costly. We may not be able to absorb these costs of being a public company which will negatively affect our business operations.

6. Our internal controls may not be adequate because our sole executive officer, Tian Su Hua, occupies all corporate positions.

Because our sole executive officer, Tian Su Hua, occupies all corporate positions, we may not adequately administered our internal controls over disclosure or financial reporting. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Since we have only one officer and director, the controls can easily circumvented by our sole officer and director which could result in adverse consequences to us.

RISK FACTORS RELATING TO HOMEBUILDING INDUSTRY

7. The competitive conditions in the home building industry could increase our costs, reduce our revenues and earnings and otherwise adversely affect our results of operations and cash flows.

The home building industry is highly competitive and fragmented. We compete with a number of national, regional and local builders in Houston, Texas. We compete primarily based on price, location, design, quality, service and reputation. Some of our competitors have greater financial resources than we do. We also will compete with sales of existing homes and condominiums, foreclosure sales of existing homes and condominiums in Houston, Texas. A continued oversupply of competitively priced resale, foreclosure in our local markets could adversely affect our ability to sell our proposed new homes in Houston, Texas.

8. Home prices and sales activities in the Houston geographic market has a large impact on our results of operations because we conduct substantially all of our business in this market.

Home prices and sales activities in our targeted market will have a large impact on our results of operations because we conduct our business in Houston, Texas. It is our believe that the demand in our targeted market has been strong, the current slowdown in residential real estate demand and reduced availability of consumer mortgage financing have reduced the consumers seeking to purchase homes. As a result of the local economic conditions, potential customers may be less willing to buy new homes.

9. Our ability to sell homes and, accordingly, our results of operations, will be affected by the availability of mortgage financing to potential home buyers.

It is our believe that most home buyers finance their purchase of a new home through third-party mortgage financing. Increases in interest rates and decreases in the availability of consumer mortgage financing will depress the market for new homes. For instance, recent initiatives to tighten underwriting standards have made mortgage financing more difficult to obtain for entry-level home buyers. Even if potential home buyers do not experience difficulty securing mortgage financing for their purchase of a new home, increases in interest rates and decreased mortgage availability could make it harder for them to sell their existing homes. This could adversely affect the future sales of our proposed new homes.

10. Our business is subject to governmental regulations that may delay, increase the cost of, prohibit or severely restrict our development and home building projects and reduce our revenues and cash flows.

We are subject to laws and regulations that affect the land development and home building process, including laws and regulations related to zoning, permitted land uses, building design, access to water and other utilities, water and waste disposal and use of open spaces. We must also obtain permits and approvals from local authorities to complete residential development or home construction. The Texas laws and local regulations under which we and our subcontractors operate may result in delays in construction and development.

11. Our success depends on the availability of suitable undeveloped land and improved lots at acceptable prices and our working capital having sufficient liquidity to fund such investments.

Our success in building and selling of our proposed new homes depends in part upon the continued availability of suitable improved lots at acceptable prices. The availability of improved land for purchase at favorable prices depends on a number of factors outside of our control, including the risk of competitive over-bidding on land and lots and restrictive governmental regulation. Should suitable land opportunities become less available, the number of future new homes , we may be able to build and sell would be reduced, which would reduce revenue and profits. In addition, our ability to make land purchases will depend upon us having sufficient liquidity to fund such purchases. We may be at a disadvantage in competing for land due to our limited cash resources.

12. Raw material and labor shortages and price fluctuations could delay or increase the cost of home construction and adversely affect our operating results.

The homebuilding industry has from time to time experienced raw material and labor shortages in Houston, Texas. In particular, shortages and fluctuations in the price of lumber or in other important raw materials could result in delays in the start or completion of, or increase the cost of, developing our residential communities. In addition, we contract with subcontractors to construct our homes. Therefore, the timing and quality of our construction depend on the availability, skill, and cost of our local subcontractors in Houston, Texas. Delays or cost increases caused by shortages and price fluctuations could harm our operating results, the impact of which may be further affected depending on our ability to raise our future sales prices to offset increased costs.

13. Changes in economic and market conditions could result in the future sale of new homes at a loss or holding land in inventory longer than planned, the cost of which can be significant.

Land inventory risk can be substantial for homebuilders. We must continuously seek and make acquisitions of land for expansion into new markets and for replacement and expansion of land inventory within our current markets. The market value of buildable lots, and housing inventories can fluctuate significantly as a result of changing market conditions. In the event of changes in economic or market conditions, we may have to sell our future homes at a loss or hold land in inventory longer than planned. Inventory carrying costs can be significant and can result in losses in a poorly performing project or market.

RISKS RELATING TO OUR COMMON SHARES

14. The Company has 8,888,888,888 of preferred shares authorized and can issue them without shareholder consent. If these shares are issued, they could materially impact the common shareholder's rights, dilution, and value.

The Company has authorized 8,888,888,888 preferred shares of stock and can issue them without shareholder consent. Any issuances of preferred stock would have priority over the common stock with respect to dividend or liquidation rights. If the Company issues these shares, they have additional rights and privileges that could materially impact common shareholders. The future issuance of our authorized Shares and Preferred Stock may result in substantial dilution in the percentage of our Common Shares held by our then-existing stockholders.

15. You will incur immediate and substantial dilution of this price you pay for your shares.

Our existing stockholder acquired his shares at a cost of $.01 per share, a cost per share that is substantially less than the amount you will pay for the shares you purchase in this offering. Accordingly, any investment you make in these shares will result in the immediate and substantial dilution of the net tangible book value of those shares from the $.02 you pay for them. Upon completion of the offering, the net tangible book value of your shares will be $.007 per share, $ (0.013) less than what you paid for them.

16. FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described below, FINRA has adopted rules that require in recommending an investment to a customer. A broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may have the effect of reducing the level of trading activity in our common stock. As a result, fewer broker-dealers may be willing to make a market in our common stock, reducing a stockholder’s ability to resell shares of our common stock.

17. Our common shares will be subject to the “Penny Stock” Rules of the SEC and the trading market in our securities will be limited, which will make transactions in our stock cumbersome, which may reduce the value of an investment in our stock.

Our common stock is currently considered a "penny stock." The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in " penny stocks." Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national Securities Exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities are provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document which specifies information about penny stocks and the nature and significance of risks of the penny stock market. This disclosure and other requirements may adversely affect the trading activity in the secondary market for our common stock.

18. There is no current trading market for our securities and if a trading market does not develop, purchasers of our securities may have difficulty selling their shares.

There is currently no established public trading market for our securities and an active trading market in our securities may not develop or, if developed, may not be sustained. We intend to have a market maker apply for admission to quotation of our securities on the FINRA Over the Counter Bulletin Board after the registration statement relating to this prospectus is declared effective by the SEC. We do not yet have a market maker who has agreed to file such an application. If for any reason our common stock is not quoted on the Over the Counter Bulletin Board or a public trading market does not otherwise develop, purchasers of the shares may have difficulty selling their common stock should they desire to do so. No market makers have committed to becoming market makers for our common stock and none may do so. There is no assurance that a market maker will file an application for quotation of our stock, or that, if filed, such an application will be accepted. Even if an application by a market maker for quotation of our common stock on the Over The Counter Bulletin Board is filed and accepted, a market for our common stock may not develop or be sustained.

19. The price of our shares in this offering was arbitrarily determined by us and may not reflect the actual market price for the securities.

The offering price of the common stock was determined by us arbitrarily. The price is not based on our financial condition and prospects, market prices of similar securities of comparable publicly traded companies, certain financial and operating information of companies engaged in similar activities to ours, or general conditions of the securities market. The price may not be indicative of the market price, if any, for the common stock in the trading market after this offering. The market price of the securities offered herein, if any, may decline below the offering price. The stock market has experienced extreme price and volume fluctuations. In the past, securities class action litigation has often been instituted against various companies following periods of volatility in the market price of their securities. If instituted against us, regardless of the outcome, such litigation would result in substantial costs and a diversion of management’s attention and resources, which would increase our operating expenses and affect our financial condition and business operations.

20. The requirements of being a public company may strain our resources and distract our management.

As a public company, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the Sarbanes-Oxley Act of 2002. These requirements may place a strain on our resources. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls for financial reporting. We will be required to document and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, which requires annual management assessments of the effectiveness of our internal controls over financial reporting and a report by our independent registered public accountants addressing these assessments. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, significant resources and management oversight will be required. This may divert management’s attention from other business concerns, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

21. Because we do not intend to pay any cash dividends on our common stock, our stockholders will not be able to receive a return on their shares unless they sell them.

We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless the value of such shares appreciates and they sell them. There is no assurance that stockholders will be able to sell shares when desired.

22. If our shares are quoted on the over-the-counter bulletin board, we will be required to remain current in our filings with the SEC and our securities will not be eligible for quotation if we are not current in our filings with the SEC.

In the event that our shares are quoted on the over-the-counter bulletin board, we will be required to remain current in our filings with the SEC in order for shares of our Common Stock to be eligible for quotation on the over-the-counter bulletin board. In the event that we become delinquent in our required filings with the SEC, quotation of our Common Stock will be terminated following a 30 day grace period if we do not make our required filing during that time. If our shares are not eligible for quotation on the over-the-counter bulletin board, investors in our Common Stock may find it difficult to sell their shares.

23. State securities law may limit secondary trading, which may restrict the states in which you can sell the shares offered by this prospectus.

If you purchase shares of our common stock sold pursuant to this offering, you may not be able to resell the shares in a certain state unless and until the shares of our common stock are qualified for secondary trading under the applicable securities laws of such state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in such state. There can be no assurance that we will be successful in registering or qualifying our common stock for secondary trading, or identifying an available exemption for secondary trading in our common stock in every state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, our common stock in any particular state, the shares of common stock could not be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our common stock, the market for the common stock will be limited, which could drive down the market price of our common stock and reduce the liquidity of the shares of our common stock and a stockholder’s ability to resell shares of our common stock at all or at current market prices, which could increase a stockholder’s risk of losing some or all of his investment.

24. Stockholders may have limited access to information because we are not yet a reporting issuer and may not become one.

While we intend to file a Form 8-A promptly after this registration statement becomes effective and thereby becomes a “reporting issuer” under Section 12 of the Securities Exchange Act of 1934, we are not currently a reporting issuer and upon this registration statement becoming effective we will be required to comply only with the limited reporting obligations required by Section 13(a) of the Exchange Act. These reporting obligations may be automatically suspended under Section 15(d) of the Exchange Act if on the first day of any fiscal year other than the fiscal year in which our registration statement became effective, there are fewer than 300 shareholders. If we do not become a reporting issuer and instead make a decision to suspend our public reporting, we will no longer be obligated to file periodic reports with SEC, and your access to our business information will be restricted. In addition, if we do not become a reporting issuer, we will not be required to furnish proxy statements to security holders, and our directors, officers and principal beneficial owners will not be required to report their beneficial ownership of securities to the SEC pursuant to Section 16 of the Exchange Act

ITEM 4. USE OF PROCEEDS

The net proceeds from the sale of up to 3,500,000 shares offered at a public offering price of $0.02 per share will vary depending upon the total number of shares sold. We expect to incur offering expenses estimated at approximately $4,512 for legal, accounting, and other costs in connection with this offering. The table below shows the intended net proceeds from this offering we expect to receive for scenarios where we sell various amounts of the shares.

PERCENT OF NET PROCEEDS RECEIVED

	40%			60%			100%
Shares Sold		2,000,000			3,000,000			5,000,000
Gross Proceeds	$	40,000		$	60,000		$	100,000
Less: Offering Expenses	$	(4,512	)	$	(4,512	)	$	(4,512	)
Net Offering Proceeds	$	35,488		$	55,488		$	95,488

The Use of proceeds set forth below demonstrates how we intend to use the funds under the various percentages of amounts of the related offering over the next twelve months. All amounts listed below are estimates.



	40%			60%		100%
Amount raised	$	35,488	$	55,488	$	95,488
Legal and Accounting	$	4,500	$	4,500	$	4,500
Web Site Design	$	1,250	$	1,250	$	1,250
Civil Engineering Fees	$	1,500	$	3,000	$	4,500
Architect drawings	$	1850	$	3,700	$	5,550
Project Consultants	$	6,300	$	12,600	$	37,800
Marketing and Sales Activities	$	3,900	$	7,800	$	23,400
Total Estimated Expenses	$	19,300	$	32,850	$	77,000
Working Capital[1]	$	16,188	$	22,638	$	18,488


[1] Working capital consist of office supplies, telephone, postages and other miscellaneous expenses.

Our offering expenses are comprised of legal and accounting expenses, SEC registration fees. Our director will not receive any compensation for her efforts in selling our shares. We intend to use the proceeds of this offering in the manner set forth above. We may attempt to raise additional funds via private placements or sales of securities to or loans from our director in order to make up any shortfall.

We do not intend to use the proceeds to repay loans, including the unsecured, non-interest bearing loans from our director not salaries or other payments to our officer and director. At present, no material changes are contemplated. Should there be any material changes in the projected use of the proceeds in connection with this offering, we will issue an amended prospectus reflecting the new uses. We estimate that we will need approximately $4,500 per annum to cover expenses for public reporting, legal fees and auditing fees. Our Director has committed to loaning us in the aggregate up to $100,000 to help cover our costs over the next twelve months. In addition to changing allocations because of the amount of proceeds received, we may change the use of the proceeds because of required changes in our business plan. Investors should understand that we have wide discretion over the use of the proceeds. Therefore, management decisions may not be in line with the initial objectives of investors who will have little ability to influence these decisions.

ITEM 5. DETERMINATION OF OFFERING PRICE

The Company will be offering the shares of common stock being covered by this prospectus at a price of $0.02 per share. The price of the shares we are offering was arbitrarily determined in order for us to raise up to $100,000 in this offering. The offering price bears no relationship to our assets, earnings, book value or other criteria of value. Among the factors considered were:

· our cash requirements;

· the proceeds to be raised by the offering;

· our lack of operating history;

ITEM 6. DILUTION

Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholder.

As of December 31, 2011, the net tangible book value of our shares of common stock was a net loss of $(3,866) or approximately( $0.001) per share based upon 3,500,000 shares outstanding.

If 3,500,000 shares are sold:	3,500,000
Gross Proceeds less offering Expenses	95,488
Historical Net Tangible Book Value	31,340
Historical Net Tangible Book Value Per Share	0.009
Increase per share to existing Shareholders	0.011
Net Tangible Book Value Per Share After the Offering	0.007
Dilution Per Share to New Shareholders	(0.013	)
Dilution Percentage to New Shareholders	65	%

ITEM 8. PLAN OF DISTRIBUTION

This prospectus relates to our initial public offering of 5,000,000 shares of our common stock at an offering price of $0.02 per share. The offering will commence once this prospectus becomes effective and will close no later than 180 days thereafter, unless we decide to extend the offering period, in our absolute discretion, by a further 90 days. We will pay all expenses incurred in this offering. The common stock is being offered by us on a no-minimum basis. Since there are no minimum purchase requirements, we may not receive any proceeds or we may receive only minimal proceeds from this offering. To the extent that we receive funds in this offering, they will be immediately available for our use since we have no arrangements to place funds in escrow, trust or similar account.

If all of the shares offered by us are purchased, the net proceeds to us will be $95,488. This is our initial public offering and no public market currently exists for shares of our common stock. Our common stock is presently not traded on any public market or securities exchange, and we have not applied for listing or quotation on any public market.

We are offering our shares of common stock on a best efforts basis. We are not required to sell any specific number or dollar amount of securities but will use our best efforts to sell the securities offered. This means there is no guarantee that we will be able to sell all or any of the shares being offered. Our common stock will be sold by our Director and we will not be utilizing an underwriter for this offering. The intended methods of communication with potential investors include, without limitation, telephone and personal contacts. Such persons will not be paid any commissions or any other form of compensation for such sales.

Our sole officer and director, Tian Su Hua, will not receive commissions for any sales she originates on our behalf. Our sole officer and director, Tian Su Hua, is exempt from registration as a broker under the provisions of Rule 3a4-1 promulgated under the Securities Exchange Act of 1934. Rule 3a4-1 sets forth those conditions under which a person associated with an issuer may participate in the offering of the issuer’s securities and not be deemed to be a broker/dealer. Tian Su Hua is not statutorily disqualified, is not being compensated, and is not associated with a broker/dealer. She is and will continue to be our sole officer and director at the end of the offering and has not been during the last twelve months and is currently not a broker/dealer or associated with a broker/dealer. He will not participate in selling and offering securities for any issuer more than once every twelve months.

The proceeds from the sale of the shares in this offering will be payable directly to Vantone Realty Corporation. Investors can purchase common stock in this offering by completing a Subscription Agreement and sending it together with payment in full to : Vantone Realty Inc. 12520 A1 Westheimer #138, Houston, Texas 77077. All payments must be made in U.S. currency either by personal checks, cashier checks. We reserve the right to either accept or reject any subscription. Subscriptions are irrevocable. Any subscription rejected will be promptly returned to the subscriber.

ITEM 9. DESCRIPTION OF SECURITIES TO BE REGISTERED.

The following is a summary description of our capital stock and certain provisions of our certificate of incorporation and by-laws, copies of which have been incorporated by reference as exhibits to the Registration Statement of which this prospectus forms a part. Our authorized capital stock consists of 9,999,999,999 shares of Common Stock at par value $0.0001 per share and 8,888,888,888 shares of preferred stock at par value $0.0001 per share. We currently have 3,500,000 shares of Common Stock issued and outstanding; no preferred shares have been issued to date.

Common Stock:

Voting Rights: Each outstanding share of the Common Stock is entitled to one vote in person or by proxy in all matters that may be voted upon by shareholders of the Company.

Our Certificate of Incorporation and By Laws are not provided for cumulative voting rights in the election of directors. Accordingly, holders of a majority of the shares of common stock entitled to vote in any election of directors may elect all the directors standing for election.

Preemptive Rights: The holders of the Common Stock have no preemptive or other preferential rights to purchase additional shares of any class of the Company's capital stock in subsequent stock offerings.

Liquidating Right: In the event of the liquidation or dissolution of the Company, the holders of the Common Stock are entitled to receive, on a pro rata basis, all assets of the Company remaining after the satisfaction of all liabilities.

Conversion and Redemption: The shares of the Company’s Common Stock have no conversion rights and are not subject to redemption.

Dividends: Holders of Common Stock are entitled to dividends as may be declared at the sole discretion of the Board of directors out of funds available.

PREFERRED STOCKS:

Preferred Shares: The Company authorized 8,888,888,888 preferred shares at par value $0.0001. As of December 31, 2011, no preferred shares have been issued. The designations and the powers, preferences and rights, and the qualifications or restrictions of the Preferred Shares are as follows:

The shares of Preferred Stock are authorized to be issued from time to time in one or more series, the shares of each series to have such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions as are specified in the resolution or resolutions adopted by the Board of Directors providing for the issue.

SHARE PURCHASE WARRANTS

We have not issued and do not have outstanding any warrants to purchase shares of our common stock. We have not issued and do not have outstanding any options to purchase shares of our common stock.

CONVERTIBLE SECURITIES

We have not issued and do not have outstanding any securities convertible into shares of our common stock or any rights convertible shares of our common stock.

SHARES ELIGIBLE FOR FUTURE SALE

The 5,000,000 shares of common stock registered in this offering will be freely tradable without restrictions under the Securities Act. No shares held by our "affiliates" (officers, directors or 10% shareholders) are being registered hereunder. Our 3,500,000 issued and outstanding shares have been held since August 19, 2011. In general, under Rule 144, immediately upon the completion of this offering, our affiliates who have beneficially owned shares of our common stock for at least six months, including the holding period of any prior owner other than another of our affiliates, would be entitled to sell within any three-month period those shares and any other shares they have acquired that are not restricted securities, provided that the aggregate number of shares sold does not exceed the greater of: (i) 1% of the number of shares of our common stock then outstanding, which will equal approximately 85,000 shares immediately after this offering, and (ii) the average weekly trading volume in our common stock during the four calendar weeks preceding the date of the filing of a Notice of Proposed Sales of Securities Pursuant to Rule 144 with respect to the sale (iii) Sales under Rule 144 by our affiliates are also subject to manner of sale provisions and notice requirements to the availability of current public information about us.

STOCK TRANSFER AGENT

Transfer Agent and Registrar

Currently we do not have a stock transfer agent. We intend to engage a transfer agent in the near future.

ITEM 10. INTERESTS OF NAMED EXPERTS AND COUNSEL.

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis or had, or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents, subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.

Kevin M. Murph, Attorney-At-Law, has passed on the validity of the common stock being offered pursuant to this registration statement.

The financial statements included in this prospectus and the registration statement have been audited by KCCW Accountancy Corp to the extent and for the periods set forth in their report appearing elsewhere herein and in the registration statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

ITEM 11. INFORMATION WITH RESPECT TO THE REGISTRANT.

(A) DESCRIPTION OF BUSINESS

Vantone Realty Corp. is a start-up company incorporated in Texas on August 19, 2011. We are a development stage company. Our aim to build affordable housing in the city of Houston's designated HOPE and Workforce neighborhoods. Our future homes will have a variety of floor plans, be energy efficient, and conveniently located. We have already acquired a vacant lot in the Workforce neighborhoods. We seek to raise up $100,000 from our investors. By providing affordable housing options, our future homes will enrich the communities of Houston and revitalize the local economy.

PRODUCTS and SERVICES

Our product is to build affordable homes in Houston’s designated Houston Hope and Work Force Neighborhoods. The Houston Hope and Work force neighborhoods were created by the Houston Housing and Community Development Department (HHCD). The Houston HOPE Program strives to build strong and stable communities. Houston HOPE provides financial assistance to potential home buyers who are in designated Houston HOPE areas. We believe our future homes would be available for down payment assistance to our potential clients who meet the specific criteria outlined by the HHCD.

CITY OF HOUSTON'S DOWNPAYMENT ASSISTANCE PROGRAMS

The Housing and Community Development Department (HCDD) Downpayment Assistance Programs is currently accepting applications for the Houston Homebuyer Assistance, Houston HOPE and Workforce Housing. In order to be considered for funding, all potential clients are required to contact and obtain mortgage financing through one of the mortgage companies listed on our Approved Lending Partners List. Under each mortgage company, only the listed loan officer(s) are allowed to originate loan(s) and submit grant request(s) on behalf of the client(s). The application process is open to the public and assistance will be granted on a first come, first serve basis.

	Houston Homebuyer Assistance	Houston HOPE	Workforce Housing
Sales Price Maximum	$200,160	$200,160	$150,000
Area Median Income (AMI) Limit	Up to 80% AMI	Up to 80% AMI	80 to 110% AMI
Qualifying Areas	City-Wide	Houston Hope and Revitalization Areas - ONLY	Houston Hope and Revitalization Areas - ONLY
Funding Amount(s)	$19,500	$30,000	$30,000
Property Age	New or Existing Properties	New or Existing Properties	New Properties
Affordability Period	10 Years	10 Years	10 Years

HOUSTON HOPE PROGRAM

City of Houston (City) Housing and Community Development Department (HCDD) has designed the Houston HOPE to provide financial assistance to low-to-moderate income homebuyers who are in the Houston HOPE areas or any area/neighborhood designated by the Mayor of Houston for revitalization. HCDD staff will administer Houston HOPE according to the policy and procedures set forth in the administrative guidelines. (add link to Administrative Guidelines) Funding for Houston HOPE will be available through the HOME Investment Partnerships (HOME) Program and the American Dream Down Payment Initiative (ADDI) Houston HOPE will provide direct financial assistance to offset portions of the down payment, closing costs, pre-paid items and principal required for home purchase.

MARKETING AND PROMOTION

We will employ several marketing techniques to promote our homes during and after the building phase.

One marketing strategy will be on the grassroots level through the use of "farming" in the targeted neighborhoods. The term " targeted neighborhoods " will be used to describe neighborhoods in which the average income of the residences matches the eligibility requirements for the Houston HOPE program. Approximately, 300-500 fliers will be printed, outlining the special features of these designated neighborhoods. Fliers will not only convey the quality of our homes, but also briefly outline the financial options available to eligible participants. Ten percent of these fliers will be posted in community hubs. Locations such as local coffee shops, schoolyards, and church lobbies will draw the attention of possible buyers.

Our staff will distribute the remaining fliers on foot, spending several afternoons knocking on the doors of residences in targeted neighborhoods, as well as residences already in designated HOPE and Workforce areas. Speaking with potential buyers directly is the best way to inform and engage the communities. When speaking to residents, we will explain the Houston HOPE and Workforce programs, specifically mentioning how these programs can benefit them as future owners of Vantone Realty. We will then outline in further detail the government assistance option available to them. The government can offer up to $30,000 for down payments and unlike renting, home ownership allows one to build up home equity. We understand that many of these low-income families are aging and facing mounting financial pressures. By highlighting statistics like this, not only can we inform, but also inform potential buyers about the home-ownership opportunities available to them.

We also plan to leverage the influence of community leaders in the area. Churches present an excellent venue for reaching potential buyers as pastors have a large network and have to concern for the well-being of their constituents. In low-income communities, life often centers around the church. Pastors are usually aware of those members of their congregation who are in need of government-subsidized housing. By educating the Pastor about the opportunities presented by Vantone Realty, we can easily reach and influence many potential buyers.

Another strategy will be to identify veterans who have already received down payment assistance from the Veteran Administration. VA home loans are available to veterans who meet specific eligibility requirements. Qualified veterans will have served at least 90 days of active duties and have not been dishonorably discharged. If a veteran has served less than 90 days, but was discharged for a service-related disability they may still qualify. Those surviving spouses who have not remarried and spouses of POW or MIA service personnel are qualified. In addition to regular VA loans, there are VA loans available for qualifying disabled veterans are eligible for additional assistance f qualified veterans. Veterans who are currently receiving VA home loans make excellent candidates for Vantone Realty as they are able to receive up to $30,000 down payment on top of their current veteran eligibilities benefits. Once aware of the financial opportunities available to them, veterans will realize that home ownership in Houston Hope and Workforce neighborhoods is in their best interest.

Another strategy will be on the working relationship between home builders and real estate agents. There is a strong incentive for real estate agents to refer qualified buyers to our homes. Real estate agents will typically receive up to 3% commission once the transaction is completed. By working together, we can expand our exposure and client base, while giving real estate agents a chance to increase their sales.

Our final strategy for marketing and promoting our homes will be through regular visits to the Section 8 offices in Houston. The purpose of the visits will be to educate Section 8 tenants about their housing options. Currently, Section 8 rental vouchers are for low to moderate-income families, persons with disabilities, and senior citizens. Under the Section 8 program, the tenant usually pays around 30% of their rent and the U.S. government subsidizes the rest in the form of a voucher. In some cases, however, tenants may be eligible for the government to pay their entire monthly rent. Many Section 8 residents are unaware that they are able to convert their Sect. 8 rental vouchers into a Sect. 8 home-ownership voucher. For more details about eligibility requirements and the conversion process, current Section 8 residents can schedule a meeting with their local Section 8 housing counselors.

HOME DESIGN AND DESIGN CENTERS

We are dedicated to providing quality, well-designed homes meeting the demands of today’s home buyers. The product line offered depends upon many factors, including the supply of existing housing and the demand for new housing in the general area. In order to ensure that we meet the demand in the marketplace, we conduct qualitative and quantitative market research, including consumer focus groups. This research enables us to improve the linkage between the design of our homes and the community development and meet the specific lifestyle demands of our targeted home buyer. Utilizing external consultants, we are able to ensure that our home designs provide maximum utilization of space for our wide variety of product offerings ranging from single-family detached homes for both first-time and move-up home buyers.

Our product is designed to appeal to the potential home buyers. We use external consultants that we believe are experts in their field to help perfect our homes, often utilizing experts with knowledge in regional architecture, exterior finishes and selections, or floor plan solutions that give our product an added edge. We take a focus and design products not only specific to the city in which they will be built, but to the individual neighborhood. Our aim is to provide each home with features that make it appeal to a specific lifestyle segment, while giving the plan flexibility through options and/or elevation variety that will appeal to our home buyers. This will allow our home buyers to feel as if we designed the house just for them.

COMPETITION

The home building industry is competitive. We compete with numerous home builders of varying sizes, ranging from local to national in scope, some of which have better financial resources than we have. We anticipate building homes in several community redevelopment neighborhoods with federal, state and cities incentives to lessen the competition from other builders. Most custom builders do not want to build in targeted neighborhoods that have ceilings on selling prices such as the Houston HOPE neighborhoods. We anticipate to build new single-family homes that sell for less than $99,000 and duplexes that sell for less than $129,000 in these community redevelopment neighborhoods. We also face competition from existing resale homes and, to a lesser extent, condominiums and rental housing. Competitions among local homebuilders are based on a number of interrelated factors, including location, reputation, amenities, design, quality and price. B builders of new homes compete not only for homebuyers, but also for quality of construction and workmanship, locations, financing, raw materials and skilled subcontractors.

REGULATION AND ENVIRONMENT MATTERS

We are subject to various local, state and federal statutes, ordinances, rules and regulations concerning zoning, building design, construction and similar matters, including local regulations which impose restrictive zoning and density requirements. City of Houston does not have zoning laws but it enforces deed restrictions in certain neighborhoods. We anticipate to complying with applicable building codes and zoning laws in our remodeling and building activities. As of December 31, 2011, compliance with such ordinances and related matters has not materially affected our operations, although it may do so in the future.

EMPLOYEES

Most business activities to date have been undertaken by our Chief Executive Officer and other individuals retained as independent contractors.

(B) DESCRIPTION OF PROPERTY

We own one residential lot which is intended to be developed into single family homes in Houston, Texas. We maintained our principal office at 12520 A1 Westheimner #139, Houston, Texas 77077. This office space is provided by our shareholder Tian Su Hua at no cost and there is no written agreement or lease.

(C) LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

(D) MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

· There has been no market for our securities and a public market may not develop, or, if any market does develop, it may not be sustained. Our common stock is not traded on any exchange or quoted on the over-the-counter market. After the effective date of the Registration Statement relating to this Prospectus, we hope to have a market maker file an application with the Financial Industry Regulatory Authority (FINRA) for our common stock to be eligible for quotation on the Over The Counter Bulletin Board. We do not yet have a market maker who has agreed to file such application. There is no assurance that a market maker will file an application for our stock to be eligible for quotation on the Over The Counter Bulletin Board, or that such an application, if filed, will be accepted. Even if an application by a market maker for our common stock to be eligible for quotation on the Over The Counter Bulletin Board is filed and accepted, a market for our common stock may not develop or be sustained.

· If our common stock becomes tradable in the secondary market, we will be subject to the penny stock rules adopted by the Securities and Exchange Commission that require brokers to provide extensive disclosure to their customers prior to executing trades in penny stocks. These disclosure requirements may cause a reduction in the trading activity of our common stock, which in all likelihood would make it difficult for our shareholders to sell their securities.

· Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The broker-dealer must also make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.

HOLDER OF CAPITAL STOCKS

As of December 31, 2011 we have one holder of our common stock.

STOCK OPTION GRANTS

We do not have any stock option plans.

RIGISTRATION RIGHTS

We have not granted registration rights to the selling shareholders or to any other persons.

(E) MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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. This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

PLAN OF OPERATION

We have financed our operations to date through the sell of our common stock. In connection with our business plan, management anticipates increase in operating expenses and capital expenditures related to:

We will incur ongoing expenses associated with professional fees for accounting and legal expenses associated with being a public company. Our estimate these related costs will range up to $4,500 per year for the next 12 months. It is part of our business strategy to have our corporate website. A website can convey our corporate images and services to our potential customers. Our estimated cost for our web design will be $1,250. Once the website is completed, it requires to continue updates with new contents and services. We are required to obtain civil engineering services related to subdivision of land. Our estimated cost for a civil engineering service is ranges from $3,000 to $4,500. We are required to obtain architect drawings from licensed architects in connection with our proposed new homes construction. We estimated the cost for architect drawings is ranges from $ 1,850 to $5,550.

LIQUIDITY AND CAPITAL RESOURCES

There is no historical financial information about us upon which to base an evaluation of our performance. We are a development stage company and have not generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources.

For the year ended December 31, 2011, our current assets were $35,000 and our total liabilities were $(3,866) which resulted in working capital of $31,134. We expect to raise additional capital through, among other things, the sale of equity or debt securities, Private Placement Offerings, Employee Stock Options Plans, and advanced funds from our officer and director. Any deficiencies in general and administrative expenses will be covered from advanced funds by our director and officer. Our officer and director, Tian Su Hua, has agreed to provide us a $100,000 line-of-credit at -0- interest for the next twelve months.

RESULTS OF OPERATIONS

From August 19, 2011 (Inception) to December 31, 2011.

During the period, our incorporation in the State of Texas, we hired attorney for the preparation of this registration statement and our auditors to audit our financial statements. We have prepared a business plan. Our loss since August 19, 2011 ( Inception) to December 31, 2011 was $(3,866) for general and administrative expenses.

OFF-BALANCE SHEET ARRANGEMENT

The Company has no material transactions, arrangements, obligations or other relationships with entities or other persons that have or are reasonably likely to have a material current or future impact, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses.

GOING CONCERN

Our independent registered public accounting firm included an explanatory paragraph in their report on the accompanying financial statements regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our registered independent auditors. The audited financial statements included with this annual report have been prepared on the going concern basis which assumes that adequate sources of financing will be obtained as required and that our assets will be realized and liabilities settled in the ordinary course of business. Accordingly, the audited financial statements do not include any adjustments related to the recoverability of assets and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern.

(F) CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

There have been no changes in or disagreements with accountants on accounting or financial disclosure matters.

(G) DIRECTORS AND EXECUTIVE OFFICERS

Set forth below is certain information relating to our current directors and officers including their name, age, and business experience.

Tian Su Hua, was born in Northeast China. She graduated with a Three Year Diploma of Accountancy in China. From 1964-1985, she hold several accounting jobs in China's private sectors. From 1985-1995 she engaged in the building construction business as a project supervisor in Shanxi Province, China. , she has an extensive experiences in the construction industry dated back to 1982. From 1982 to 1990, she owned a concrete factory that employed well over 100 employees in Shanxi Province, China. From 1996- 2007, she holds a position as a Construction Project Manager at Ming Jia Xin Company. From 2008-2011, she holds a position as the board of director for Great Wall Builders Ltd.

Name Age: Business Address			Position
Tian Su Hua 68 13007 Greenway Chase Court, Houston, Texas 77072			President, CEO, Treasurer and Director

Each director of the Company serves for a term of one year or until his successor is elected at the Company’s annual shareholders’ meeting and is qualified, subject to removal by the Company’s shareholders. Each officer serves, at the pleasure of the board of directors, for a term of one year and until the successor is elected at the annual meeting of the board of directors and is qualified.

(H) EXECUTIVE COMPENSATION

We have an employment agreement with our sole director and executive officer.

OPTION GRANT

During the period ended December 31, 2011 (from inception), no stock options or stock appreciation rights were granted to any of our directors or executive officers, none of our directors or executive officers exercised any stock options or stock appreciation rights, and none of them held unexercised stock options as of December 31, 2011. We have no long-term incentive plans.

OUTSTANDING EQUITY AWARDS

As of December 31, 2011, none of our director or executive officer held unexercised options, stock that had not vested, or equity incentive plan awards.

COMPENSATION OF DIRECTORS

Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, directors in such capacity. None of our Directors is independent.

(I) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding shares of common stock as of December 31, 2011 and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly and the shareholders listed possesses sole voting and investment power with respect to the shares shown.

The percentages below are calculated based on 3,500,000 shares of our common stock issued and outstanding as of December 31, 2011. We do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock.

Amount and Nature

Name of Beneficial

of Beneficial

Percent of

Owner

Title Of Class

Ownership

Class

Tian Su Hua

Common

3,500,000

100%

(J) CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

· On August 19, 2011, the Company issued 3,500,000 shares of common stock to a director of the Company, for a $10,000 cash and $25,000 non-cash assets in exchange of one residential lot. The shares that were issued to Tian Su Hua in transactions that were exempt from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities Act.

· On August 20,2011, We have entered into a $100,000 Line of Credit arrangement with our officer and Director at -0-% per annum.

· Our Officer and Director, Tian Su Hua, has provided free office space for our principal office in Houston, Texas. The length of time for the office space is indefinite.

CORPORATE GOVERNANCE

As a small business issuer we are not listed on a national securities exchange or in an inter-dealer quotation system that has requirements that a majority of the board of directors be independent. Further, we have not applied for a listing with a national exchange or in an inter-dealer quotation system which has requirements that a majority of the board of directors be independent. We have no standing committees regarding compensation, audit or other nominating committees. We have no independent directors on our Board of Directors as defined in Item 407 of Regulation S-B.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form S-1, which includes exhibits, amendments, schedules, under the Securities Act, with respect to the shares to be sold in this offering. The registration statement and its exhibits, as well as our other reports filed with SEC, can be inspected and copies at SEC’s public reference room at:

Securities Exchange Commission

100 F Street, N.E.,

Washington, D.C. 20549-1004.

The public may obtain information about the operation of the public reference room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains a web site at http://www.sec.gov which contains in the Form S-1 and other reports, proxy and information statements and information regarding issuers that file electronically with the SEC.

ITEM 12A. DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES.

Our bylaws provide to the fullest extent permitted by law, our directors or officers, former directors and officers, and persons who act at our request as a director or officer of a body corporate of which we are a shareholder or creditor shall be indemnified by us. We believe that the indemnification provisions in our By-laws are necessary to attract and retain qualified persons as directors and officers. Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act” or “Securities Act”) may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the expenses in connection with the issuance and distribution of the securities being registered hereby. All such expenses will be borne by the Company.

Securities and Exchange Commission registration fee	$	12	.00
Accounting and auditing fees	$	2,200	.00
Legal fees	$	1,500	.00
Edgar Conversion	$	800	.00

All amounts are estimates other than the Commission's registration fee. We are paying all expenses of the offering listed above.

Item 14. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

The Texas Business Organizations Code, our By-Laws provide for indemnification of our directors and officers for liabilities, and expenses that they may incur in such capacities. In general, directors and officers are indemnified with respect to actions taken in good faith in a manner reasonably believed to be in, or not opposed to, the best interests of the company, and with respect to any criminal action or proceeding, actions that the indemnitee had no reasonable cause to believe were unlawful. Reference is made to our By-Laws filed as exhibit. The following description is intended as a summary only and is qualified in its entirety by reference to our By-Laws and Texas law. The description of liability limitations and indemnification reflects provisions of our By-Laws and is qualified in its entirety by reference to the text of those document.

Item 15. RECENT SALES OF UNREGISTERED SECURITIES

On August 19, 2011, the Company issued 3,500,000 shares of common stock to the director of the Company, for a $10,000 cash and exchange of $25,000 non-cash assets consisted of one residential lot. At the time of the issuance, the founder had fair access to and was in possession of all available material information about our company. Additionally, the founder represented his intent to acquire securities for his own account and not with a view to further distribute the shares. The issuance of stock to our founding shareholder qualifies for the exemption from registration contained in Section 4(2) of the Securities Act of 1933, for transactions by an issuer, not involving a public offering.

Item 16. EXHIBITS

The following exhibits are filed as part of this Registration Statement:

EXHIBIT DESCRIPTION
Ex.3.1		Article of Incorporation
Ex.3.2		By-Laws of Registrant
Ex.5.1		Opinion of Kevin M. Murphy Esq., regarding the legality of the securities being registered
Ex.10.1		Line of Credit
Ex.14.1		Code of Ethics
Ex.23.1		Consent of KCCW Certified Public Accountants
Ex.99.1		Subscription Agreement

FINANCIAL STATEMENT SCHEDULES

Report of Registered Independent Auditors	F-1

Financial Statements:

Balance Sheets as of December 31, 2011.	F-2

Statements of Operations for the period from August 19, 201,( Inception) through December 31, 2011	F-3

Statement of Cash Flows for the Period from August 19, 2011, Inception through December 31, 2011	F-4

Statements of Stockholders' Equity for the Period from August 19, 2011, ( Inception) through December 31, 2011	F-5

Notes to Financial Statements	F-6

REPORT OF REGISTERED INDEPENDENT AUDITORS

Board of Directors

Vantone Realty Corporation

( A Development Stage Company)

We have audited the accompanying balance sheet of Vantone Realty Corporation (A development stage company) (the "Company") as of December 31 2011, and the related statements of operations, stockholder’s equity, and cash flows for the period from August 19, 2011 (inception) through December 31, 2011. 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 audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31 2011, and the results of its operations and its cash flows for the period from August 19, 2011 (inception) through December 31, 2011, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered losses from operations, accumulated deficit of $3,866 and has no cash flows from operations. These conditions raise substantial doubt as to the ability of the Company to continue as a going concern. These financial statements do not include any adjustments that might result from such uncertainty.

/s/ KCCW Accountancy Corp

Diamond Bar, California

February 1, 2012

F-1

VANTONE REALTY Corporation

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

December 31, 2011


ASSETS

CURRENT ASSETS:

Cash and Cash equivalents		$	10,000
Total current Assets		$	10,000
Real Estate Held of Development		$	25,000

TOTAL ASSETS			3,5000

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:

Accrued Expenses		$	3,866

Total current liabilities		$	3,866

STOCKHOLDER'S EQUITY

Preferred Stock, par value $0.0001 per share, 8,888,888,888 shares authorized, -0- issued	-

Common stock, par value $0.0001 per share, 9,999,999,999 share authorized, 3,500,000 issued & outstanding		$	350

Additional Paid-In Capital		$	34,650

Deficit accumulated during development stage		$	(3,866)

Total Stockholders' Equity		$	31,134

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$	35,000

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

F-2

VANTON REALTY CORPORATION

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

Period From August 19, 2011 ( Inception)

through December 31, 2011


REVENUE	$	-

GENERAL AND ADMINISTRATIVE EXPENSES		3,866

LOSS FROM OPERATIONS		3,866

PROVISION FOR INCOME TAXES		-

NET LOSS	$	(3,866)

NET LOSS PER SHARE: BASIC AND DILUTED	$	(0.00)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: BASIC AND DILUTED		3,500,000

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

F-3

VANTONE REALTY CORPORATION

( A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CASH FLOW

PERIOD FROM AUGUST 19, 2011(INCEPTION) THROUGH DECEMBER 31, 2011

Cash flows from Operating activities:
Net Loss	$	(3,866)
Adjustments to reconcile net loss to net cash used in operations:
Increased in accrued expenses	$	3,866
Net Cash used in operating activities		-
Cash flows from financing activities:
Proceeds from issuance of common stock		10,000
Net cash provided by financing activities:		10,000
Net Change in Cash		10,000
Cash and cash equivalents
Beginning		-
Ending	$	10,000
Supplemental disclosure of cash flows:
Cash paid during the period for:
Interest expense	$
Income tax	$
Noncash transaction:
Issuance of common stock in exchange of real property	$	25,000

F-4

Vantone Realty Corporation

(A Development Stage Company)

Statement of Stockholder’s Equity

Period From August 19, 2011 ( Inception) through

December 31, 2011

	Common Shares				Common Shares			Additional paid in Capital		Deficit Accumulated during Development Stage				Total Stockholder's Equity
Issuance of Common stock to founder for cash	1,000,000		-	$	100		$	9,900		$ -			$	10,000
Issuance of Common stock to founder in exchange for contribution of land		2,500,000				250			24,750						25,000
Balance, August 19,2011		35,000,000				350									35,000
Net Loss		-				-			-		(3,866)				(3,866	)
Balance, December 31, 2011		45,000,000		$		350	$		34,650	$	(3,866	)	$		31,134

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

F-5

VANTONE REALTY CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2011

1. NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES

Basis of Presentation and Organization

Vantone Realty Corporation, a company in the developmental stage (the “Company”), was incorporated on August 19, 2011 in the State of Texas. The Company has conducted limited business operations and had no revenues from operations since its inception. The Company‘s business plan is to build affordable homes in Houston, Texas.

The Company’s year-end is December 31.

Going Concern

These financial statements were prepared on the basis of accounting principles applicable to going concern, which assumes the realization of assets and discharge of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company had an accumulated deficit of $3,866 as of December 31, 2011, and it had no revenue from operations.

The Company faces all the risks common to companies at development stage, including capitalization and uncertainty of funding sources, high initial expenditure levels, uncertain revenue streams, and difficulties in managing growth. The Company's losses raise substantial doubt about its ability to continue as a going concern. The Company's financial statements do not reflect any adjustments that might result from the outcome of this uncertainty.

The Company is currently addressing its liquidity issue by continually seeking investment capital through private placements of common stock and debt. The Company believes its current and future plans enable it to continue as a going concern. The Company's ability to achieve these objectives cannot be determined at this time. These financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts which may differ from those in the accompanying consolidated financial statements.

Use of Estimates

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

Cash and Cash Equivalents

Cash and cash equivalents include cash and all highly liquid instruments with original maturities of three months or less.

Impairment of long-lived assets

The Company reviews its long-lived assets whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. Impairment is evaluated by comparing the carrying value of the long-lived assets with the estimated future net undiscounted cash flows expected to result from the use of the assets, including cash flows from disposition. Should the sum of the expected future net cash flows be less than the carrying value, the Company would recognize an impairment loss at that date. An impairment loss would be measured by comparing the amount by which the carrying value exceeds the fair value (estimated discounted future cash flows) of the long-lived assets.

Net Income (loss) per Share

Basic income (loss) per share is computed by dividing net income by weighted average number of shares of common stock outstanding during each period. Diluted income per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. At December 31, 2011, the Company does not have any outstanding common stock equivalents; therefore, a separate computation of diluted loss per share is not presented.

Income Taxes

The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when, in the opinion of management, it is more likely than not that some or all of any deferred tax assets will not be realized.

Recent Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its result of operations, financial position or cash flow.

2. INCOME TAXES

The Company has not yet realized income as of the date of this report, and no provision for income taxes has been made. At December 31, 2011, there were no deferred tax assets or liabilities.

3. STOCKHOLDER’S EQUITY

On August 19, 2011, the Company issued 1,000,000 shares of common stock to its director for $10,000 in cash, and 2,500,000 shares of common stock having a fair value of $25,000 to the same director in exchange for a non-cash asset consists of one residential lot.

4. SUBSEQUENT EVENTS

The Company evaluated all events or transactions that occurred after December 31, 2011 up through the date the Company issued these financial statements.

F-6

UNDERTAKINGS

(A) The undersigned Registrant hereby undertakes to:

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

	i.	To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
	ii.	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee " table in the effective registration statement.

iii.

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

4. That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

5. That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

ii.

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

iii.

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

iv. Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

6. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas on February 2, 2012.

	Vantone Realty Inc., By: /s/ Tian Su Hua
	Name: Tian Su Hua
	Title: President, Chief Executive Officer, Treasurer, Secretary and Director (Principal Executive Officer, Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following person in the capacities and on the dates indicated.

Date: February 2, 2012

Vantone Realty Inc.,

/s/ Tian Su Hua

Name: Tian Su Hua

Title: President, Chief Executive Officer, Principal Financial Officer and Principal Accounting Officer, Treasurer, Secretary and Director

EX-3 2 vtrex31_r.htm ARTICLES OF INCORPORATION

Form 201		The State Seal of Texas Certificate of formation For-Profit corporation	Filed in the office of the Secretary of State of Texas Filing 3: 801468618 08/19/2011 Document #: 384896310002 Image Generated Electronically for Web filing
Secretary of State P.O. box 13697 Austin, TX 78711-3696 Fax: 512/463-5809 Filing Fee: 300
Article 1- Entity Name and Type
The filing entity being formed is a for-profit corporation. The name of the entity is:
Vanton Realty corporation
The name must contain the word " Corporation," "company," " Incorporated, 'limited," or an abbreviation of one of these terms. The name must not be the same as, deceptively similar to or similiar to that of an existing corporate, limited liability company, or limited partnership name on file with secretary of state. A preliminary check or " name availability" is recommended.
Article 2- Registered Agent and registered Office
[ ] A. The initial registered agent is an organization ( cannot be corporation named above) by the Name of :
OR
[ x] B. The initial registered agent is an individual resident of the state whose name is set forth below:
Name: Su Hua Tian
C. The Business address of the registered agent and the registered office address is:
Street Address: 12520 A1 Westheimer #139 Houston, TX 77077
Consent of Registered Agent
[ ]A. A copy of the consent of registered agent is attached.
OR
[ x] B. The Consent of the registered agent is maintained by the entity.
ARTICLE 3-DIRECTORS
The number of directors constituting the initial board of directors and the names and addresses of the person or persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and qualified are set forth below:
Director 1: Su Hua Tian
Address: 12520 A1 Westheimer #139 Houston, TX, USA 77077
Article 4- Authorized shares
The total number of shares the corporation is authorized to issue and the par value of each of such shares, or a statement that such shares are without par value, is set forth below.
Number of Shares	Par Value ( must choose complete either A or B)			Class	Series
8888888888	[ x ] A. has a par value of $0.0001 [ ] B. Without par value.			Preferred
9999999999	[ x ] A. has a par value of $0.0001 [ ] B. Without par value			Common

If the shares are to be divided into classes, you must set forth the designation of each class, the number of shares of each class, and the par value (or statement of no par value), of each class. If shares of a class are to be issued in series, you must provide the designation of each series. The preferences, limitations, and relative rights of each class of series must be stated in space provided in supplemental information.
Article 5- Purpose
The purpose for which the corporation is organized is for the transaction of any and all lawful business for which corporations may be organized under the Texas Business Organizations Code
Supplemental Provisions/Information

The purpose of which the corporation is organized is for the transaction of any and all lawful business for which corporation may be organized under the Texas Business Organizations Code.

[ The attached addendum, if any, is incorporated herein by reference]

Effectiveness of Filing

[x] A. The document becomes effective when the document is filled by the Secretary of State

[ ] b. This document becomes effective at a later date, which is not more than ninety (90) days from the date of its signing. The delayed effective date is:

ORGANIZER

THE NAME AND ADDRESS OF THE ORGANIZER IS SET FORTH BELOW.

TIAN Su Hua 12520 A1 Westheimer #139, Houston, Texas 77077

EXECUTION

The undersigned affirms that the person designated as registered agent has consented to the appointment. The undersigned signs this document subject to the penalties imposed by law for the submission of materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized under the provisions of law governing the entity to execute the filing instrument.

Tian Su Hua

Signature of organizer

Filing Office Copy

EX-14 3 vtrex141_r.htm CODES OF ETHIC

VANTONE REALTY CORPORATION

CODE OF ETHICS

Introduction

VANTONE REALTY CORPORATION, (the "Company") has adopted this Code of Ethics for its senior financial management to promote honest and ethical conduct and to deter wrongdoing. This Code applies to the Company's Chief Executive Officer and any Chief Financial Officer, treasurer, controller and other senior financial officer that the Company may hire in the future (collectively, "Financial Managers"). These individuals hold an important and elevated role in our corporate governance in that they are uniquely capable and empowered to ensure that all stakeholders' interests are appropriately balanced, protected and preserved.

Code of Ethics

Financial Managers shall adhere to and advocate to the best of their knowledge and ability the following principles and responsibilities governing their professional and ethical conduct:

1. Act honestly and ethically, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.

The Company's reputation depends on honesty and integrity. At the Company, we are committed to always doing the right thing. As in all other aspects of our business, we expect our Financial Managers to adhere to the highest standards of honesty and integrity.

As part of this Code, Financial Managers are also expected to keep accurate books and records. Keeping accurate books and records is not only about good corporate citizenship, but it is also required by law. The Company is a public company and required to comply with a complex set of rules and regulations of the Securities and Exchange Commission ("SEC"). It is of utmost importance to the Company that all transactions and entries in its financial, accounting and other records be accurate and complete so that the integrity of the Company' business reputation, financial statements and regulatory filings is preserved. If you are ever tempted or asked to make a representation - either in a document or in oral communication - that is other than fully accurate, do not do it. This applies to each and every detail of our business. It applies with equal force in circumstances where one might believe that the consequences of the inaccuracy would be harmless.

Financial Managers should also avoid situations that involve any investment, interest or association that interferes, might interfere, or might appear to interfere, with the Financial Manager's exercise of independent judgment in the Company's best interests. A conflict of interest may also present itself indirectly, for example, through the Financial Manager's

investment or involvement in another company, which does business with the Company. Financial Managers must disclose all potential conflicts of interest to their immediate supervisor. Those Financial Managers who are also executive officers of the Company must disclose potential conflicts of interest to the CEO and the Board of Directors.

2. Provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC and in other public communications the Company makes.

The Company files annual reports with the SEC. These annual reports contain detailed financial and other information regarding the Company's business, operations and financial condition, including our audited financial statements.

The Company also files with the SEC quarterly reports, which include its audited quarterly financial statements, together with other reports and information. The disclosures contained in all reports and documents that the Company files with the SEC, or makes public by other means (such as press releases), must be full, fair, accurate, timely and understandable.

The applicable laws require that the Company maintain an overall system of disclosure controls and procedures that are adequate to meet its obligations to disclose such information. The Company's disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company to the SEC are recorded, processed, summarized and reported. Also, our disclosure controls and procedures must ensure that financial and non-financial information required to be disclosed by us is accumulated and communicated to the Company's management, including our principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosure. Financial Managers are expected to comply with the Company's system of disclosure controls and procedures.

The applicable laws also require that the Company maintain internal controls and procedures for financial reporting, designed to provide reasonable assurances that the Company financial statements are fairly presented in conformity with generally accepted accounting principles. Financial Managers are expected to comply with the Company's system of internal controls and procedures for financial reporting.

Annually, our independent outside auditors, engage in an examination of our books and records to complete the annual audit of the Company's financial statements. This audit is in addition to our internal audit functions.

Quarterly, our independent auditors review our books and records in connection with SEC filings. Our Financial Managers, just like everyone else in the Company, are prohibited from indirectly or directly taking any action to fraudulently influence, coerce, manipulate or

mislead the Company's auditors for the purpose of rendering our financial statements misleading. In addition, all Financial Managers have the responsibility to assure that complete and full information is provided to our internal and external auditors and that they receive assistance and cooperation in the performance of their duties.

3. Comply with rules and regulations of federal, state, provincial and local governments, and other appropriate private and public regulatory agencies, including the SEC.

Financial Managers are expected to comply with both the letter and then spirit of all applicable governmental laws, rules and regulations that apply to the Company and its businesses. This also means that a Financial Manager is expected to seek assistance when unsure about how a particular law applies.

Violations of this Code

All Financial Managers are accountable to the Company for their individual adherence to this Code. A failure to observe the terms of this Code may result in disciplinary action, up to and including termination of employment. It is also important to note that violations of this Code may also constitute violations of law and may result in civil and criminal action against the Company, the Financial Manager or other Company personnel. Any such civil or criminal action may result in a wide variety of penalties or sanctions that are adverse to the Company, the Financial Manager or other Company personnel, including financial penalties, restatements of previous disclosures.

Waivers

Any waiver of this Code will be promptly disclosed to the public in the manner required by law. Requests for waivers must be made in writing to the Board of Directors prior to the occurrence of the violation of the Code.

Reporting Violations

Financial Managers must promptly report observed violations of this Code to the Chair of the Company's Board of Directors.

END

EX-3 4 Ex3.2_VTR_1.htm BY-LAWS

BY-LAWS

Vantone Realty Corporation

(hereinafter called the “Corporation”)

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of the Corporation shall be in the State of Texas.

Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Texas as the Board of Directors may from time to time determine.

ARTICLE II

MEETING OF STOCKHOLDERS

Section 1. Place of Meeting. Meetings of the shareholders for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Texas, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meetings. The Annual Meetings of shareholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meetings the shareholders shall elect by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting. At any annual meeting of the shareholders, only such business shall be conducted as shall have been properly brought before the meeting in accordance with the Articles of Incorporation.

Section 3. Special Meetings. Special Meetings of the shareholders may be called by the Board of Directors, the Chairman of the Board or the President. Upon request in writing to the Secretary by any person entitled to call a special meeting of the shareholders, the Secretary forthwith shall cause notice to be given to the shareholders entitled to vote that a meeting will be held at a time requested by the person or persons calling the meeting. At any special meeting of the shareholders, only such business shall be conducted as shall have been properly brought before the meeting in accordance with the Articles of Incorporation.

Section 4. Notice of Meetings. Written notice of the place, date, and time of all meetings of the shareholders shall be given, not less than ten (10) nor more than sixty (60) days

before the date on which the meeting is to be held, to each shareholder entitled to vote at such meeting, except as otherwise provided herein or as required from time to time by the General Corporation Law of Texas Business Corporation Act or the Articles of Incorporation.

Section 5. Quorum: Adjournment. With respect to any matter, a quorum shall be present at a meeting of shareholders if the holders of a majority of the shares entitled to vote on that matter are represented at the meeting in person or by proxy, unless otherwise provided in the Articles of Incorporation. If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, date or time without notice other than announcement at the meeting, until a quorum shall be present or represented.

When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, date and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

Section 6. Organization. At every meeting of the shareholders, the chairman of the board, if there be one, or in the case of a vacancy in the office or absence of the chairman of the board, one of the following persons present in the order stated shall act as chairman of the meeting: the vice chairman of the board, if there be one, the vice presidents in their order of rank or seniority, a chairman designated by the board of directors or a chairman chosen by the shareholders in the manner provided in Section 5 of this Article II. The secretary, or in his absence, an assistant secretary, or in the absence of the secretary and the assistant secretaries, a person appointed by the chairman of the meeting, shall act as secretary.

Section 7. Proxies and Voting. At any meeting of the shareholders, every shareholder entitled to vote may vote in person or by proxy authorized by an instrument in writing filed in accordance with the procedure established for the meeting.

Each shareholder shall have one vote for every share of stock entitled to vote which is registered in his name on the record date for the meeting, except as otherwise provided herein or required by law or the Articles of Incorporation.

All voting, including on the election of directors but exception where otherwise provided herein or required by law or the Articles of Incorporation, may be by a voice vote; provided, however, that upon demand therefore by a shareholder entitled to vote or such shareholder’s proxy, a stock vote shall be taken. Every stock vote shall be taken by ballots, each of which shall state the name of the shareholder or proxy voting and such other information as may be required under the procedure established for the meeting.

All elections of directors shall be determined by a plurality of the votes cast by the holders of shares entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present. Except as otherwise required by law or the Articles of Incorporation, all matters other than the election of directors shall be determined by the affirmative vote of the holders of a majority of the shares entitled to vote on that matter and represented in person or by proxy at a meeting of shareholders at which a quorum is present.

Section 8. Stock List. A complete list of shareholders entitled to vote at any meeting of shareholders, arranged in alphabetical order for each class of stock and showing the address of each such shareholder and the number of shares registered in such shareholder’s name, shall be open to the examination of any such shareholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten (10) days prior to the meeting, at the registered office or principal place of business of the Corporation.

The stock list shall also be kept at the place of the meeting during the whole time thereof and shall be open to the examination of any such shareholder who is present. This list shall presumptively determine the identity of the shareholder entitled to vote at the meeting and the number of shares held by each of them.

ARTICLE III

BOARD OF DIRECTORS

Section 1. Duties and Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Articles of Incorporation or by these By-Laws directed or required to be exercise or done by the shareholders.

Section 2. Number and Term in Office. This Section 2 is subject to the provisions in a formal certificate of rights, powers and designations relating to the rights of the holders of one or more series of Preferred Stock or other provisions of the Corporation’s Articles of Incorporation. The total number of directors constituting the entire Board of Directors shall not be less than one (1) nor more than nine (12), with the then-authorized number of directors being fixed from time to time solely by or pursuant to a resolution passed by the Board of Directors. A director shall hold office until the annual meeting for the year in which his term expires and until his successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office.

Section 3. Vacancies. This Section 3 is subject to the provisions of the Corporation’s Articles of Incorporation. Vacancies and newly created directorships resulting from any increase in the authorized member of directors may be filled only by action of a majority of the Board of Directors then in office, even if less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his predecessor. Any director may resign at any time upon written notice to the Corporation.

Section 4. Nominations of Directors; Election. This Section 4 is subject to the provisions of the Corporation’s Articles of Incorporation. Nominations for the election of directors may be made by the Board of Directors or a committee appointed by the Board of Directors, or by any shareholder entitled to vote generally in the election of directors who complies with the procedures set forth in this Section 4. Directors shall be at least 21 years of age and need not be shareholders. Nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, a shareholders’ notice shall be delivered to or mailed and received at the principal executive offices of the Corporation not less than 60 days nor more than 90 days prior to the meeting; provided, however, that in the event that less than 70 days’ notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be so received not later than the close of business on the 10^th day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. Such shareholder’s notice shall set forth (a) as to each person whom the shareholder proposes to nominate for election or re-election as a Director, (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) the number of shares of the Corporation which are beneficially owned by such person, and (iv) any other information relating to such person that is required to be disclosed in solicitations of proxies for election of Directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including without limitation such persons’ written consent to being named in the proxy statement as a nominee and to serving as a Director if elected); and (b) as to the shareholder giving the notice (i) the name and address, as they appear on the Corporation’s books, of such shareholder and (ii) the number of shares of the Corporation which are beneficially owned by such shareholder. No person shall be eligible for election as a Director of the Corporation unless nominated in accordance with the procedures set forth in this Article. The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedure prescribed herein, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

Section 5. Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Texas. The first meeting of each newly-elected Board of Directors shall be held immediately following the Annual Meeting of Stockholders and no notice of such meeting shall be necessary to be given the newly-elected directors in order legally to constitute the meeting, provided a quorum shall be present. Regular meetings of the Board of Directors may be held without notice at such time and at such place as may from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be called by the Chairman of the Board, the president or at least two of the directors then in office. Notice thereof stating the place, date and hour of the meetings shall be given to each director by mail, telephone or telegram not less than seventy-two (72) hours before the date of the meeting. Meetings may be held at any time without notice if all the directors are present or if all those not present waive such notice in accordance with Section 2 of Article VI of these By-Laws.

Section 6. Quorum. Except as may be otherwise specifically provided by law, the Articles of Incorporation or these By-Laws, at all meetings of the Board of Directors, a majority of the directors then in office shall constitute a quorum for the transaction of business. The act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 7. Action of Board Without a Meeting. Unless otherwise provided by the Articles of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors of any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

Section 8. Resignations. Any director of the Corporation may resign at any time by giving written notice to the president or the secretary. Such resignations shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 9. Organization. At every meeting of the Board of Directors, the Chairman of the Board, if there be one, or, in the case of a vacancy in the office or absence of the Chairman of the Board, one of the following officers present in the order stated shall act as Chairman of the meeting: the president, the vice presidents in their order of rank and seniority, or a chairman chosen by a majority of the directors present. The secretary, or, in his absence, an assistant secretary, or in the absence of the secretary and the assistant secretaries, any person appointed by the Chairman of the meeting shall act as secretary.

Section 10. Compensation. Unless otherwise restricted by the Articles of Incorporation or these By-Laws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefore.

ARTICLE IV

OFFICERS

Section 1. General. The officers of the Corporation shall be appointed by the Board of Directors and shall consist of a Chairman of the Board or a President, or both, one or more Vice Presidents, a Treasurer and a Secretary. The Board of Directors may also choose one or more assistant secretaries and assistant treasurers, and such other officers and agents as the Board of Directors, in its sole and absolute discretion shall deem necessary or appropriate as designated by the Board of Directors from time to time. Any number of offices may be held by the same person, unless the Articles of Incorporation or these By-Laws provide otherwise.

Section 2. Election; Term of Office. The Board of Directors at its first meeting held after each Annual Meeting of Stockholders shall elect a Chairman of the Board or a President, or both, one or more Vice Presidents, a Secretary and a Treasurer, and may also elect at that meeting or any other meeting, such other officers and agents as it shall deem necessary or appropriate. Each officer of the Corporation shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors together with the powers and duties which are customarily exercised by such officer; and each officer of the Corporation shall hold office until such officer’s successor is elected and qualified or until such officer’s earlier resignation or removal. Any officer may resign at any time upon written notice to the Corporation. The Board of Directors may at any time, with or without cause, by the affirmative vote of a majority of directors then in office, remove an officer.

Section 3. Chairman of the Board. The Chairman of the Board shall preside at all meetings of the shareholders and the Board of Directors and shall have such other duties and powers as may be prescribed by the Board of Directors from time to time.

Section 4. President. The President shall be the chief executive officer of the Corporation, shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall have and exercise such further powers and duties as may be specifically delegated to or vested in the President from time to time by these By-Laws or the Board of Directors. In the absence of the Chairman of the Board or in the event of his inability or refusal to act, or if the Board has not designated a Chairman, the President shall perform the duties of the Chairman of the Board, and when so acting, shall have all powers and be subject to all of the restrictions upon the Chairman of the Board.

Section 5. Vice President. In the absence of the President or in the event of his inability or refusal to act, the Vice President (or in the event that there be more than one vice president, the vice presidents in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The vice presidents shall perform such other duties and have such other powers as the Board of Directors or the President may from time to time prescribe.

Section 6. Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of the shareholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees when required. The Secretary shall give, or cause to be given notice of meetings of the shareholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the President. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the shareholders and special meetings of the Board of Directors, and if there be no Assistant Secretary, then either the Board of Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix same to any instrument requiring it and when so affixed, it may be attested to by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest to the affixing by his or her signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

Section 7. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep complete and accurate accounts of all receipts and disbursements of the Corporation, and shall deposit all monies and other valuable effects of the Corporation in its name and to its credit in such banks and other depositories as may be designated from time to time by the Board of Directors. The Treasurer shall disburse the funds of the Corporation, taking proper vouchers and receipts for such disbursements, and shall render to the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation. The Treasurer shall, when and if required by the Board of Directors, give and file with the Corporation a bond, in such form and amount and with such surety or sureties as shall be satisfactory to the Board of Directors, for the faithful performance of his or her duties as Treasurer. The Treasurer shall have such other powers and perform such other duties as the Board of Directors or the President shall from time to time prescribe.

Section 8. Other Officers. Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

Section 9. Resignations. Any officer may resign at any time by giving written notice to the Board of Directors, the Chairman of the Board, the President or the Secretary shall be deemed to constitute notice to the Corporation. Such resignation shall take effect upon receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 10. Removal. Any officer or agent may be removed, either with or without cause, at any time, by the Board of Directors at any meeting called for that purpose; provided, however, that the President may remove any agent appointed to him.

Section 11. Vacancies. Any vacancy among the officers, whether caused by death, resignation, removal or any other cause, shall be filled in the manner which is prescribed for election or appointment to such office.

ARTICLE V

STOCK

Section 1. Form of Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate signed, in the name of the Corporation (i) by the Chairman of the Board or the President or a Vice President and (ii) by the Treasurer or Secretary of the Corporation, certifying the number of shares owned by such holder in the Corporation.

Section 2. Signatures. Any or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

Section 3. Lost Certificates. The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or such owner’s legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 4. Transfers. Stock of the Corporation shall be transferable in the manner prescribed by law and in these By-Laws. Transfers of stock shall be made on the books of the Corporation only by the person named in the certificate or by such person’s attorney lawfully constituted in writing and upon the surrender of the certificate therefore, which shall be cancelled before a new certificate shall be issued.

Section 5. Record Date. In order that the Corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive a distribution or share dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days and, in the case of a meeting of shareholders, not less than ten (10) days before the date of such meeting or event. A determination of shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 6. Beneficial Owners. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered in its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

Section 7. Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chairman of the Board, the President, any Vice President or the Secretary and any such officer may, in the name of and on behalf of the Corporation take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and powers incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, be resolution, from time to time confer like powers upon any other person or person.

ARTICLE VI

NOTICES

Section 1. Notice. Whenever, under the provisions of the laws of Texas or the Articles of Incorporation or these By-Laws, any notice, request, demand or other communication is required to be or may be given or made to any officer, director, or registered shareholder, it shall not be construed to mean that such notice, request, demand or other communication must be given or made in person, the same may be given or made by mail, telegraphy, cablegram, telex, to such officer, director or registered shareholder. Any such notice, request, demand or other communication shall be considered to have been properly given or made, in the case of mail, telegraph or cable transmission, and in other cases when transmitted by the party giving or making the same, directed to the officer or director at his address as it appears on the records of the Corporation or to a registered shareholder at his address as it appears on the record of shareholders, or, if the shareholder shall have filed with the Secretary of the Corporation a written request that notices to him be mailed to some other address, then directed to the shareholder at such other address. Notice to directors may also be given in accordance with the Section 5 of Article III hereof.

Whenever, under the provisions of the laws of this state or the Articles of Incorporation or these By-Laws, any notice, request, demand or other communication is required to be or may be given or made to the Corporation, it shall also not be construed to mean that such notice, request, demand or other communication must be given or made in person, but the same may be given or made to the Corporation by mail, telegraph, cablegram, telex. Any such notice, request, demand or other communication shall be considered to have been properly given or made, in the case of mail, telegram or cable, when deposited in the mail or delivered to the appropriate office for telegraph or cable transmission.

Section 2. Waivers of Notice. Whenever any written notice is required to be given under the provisions of the Articles of Incorporation, these By-Laws or a statute, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the shareholders, directors, or members of a committee of directors need be specified in any written waiver of notice of such meeting. Attendance of a person, either in person or by proxy at any meeting, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice of such meeting.

ARTICLE VII

GENERAL PROVISION

Section 1. Dividends. Dividends upon the capital stock of the Corporation, subject to applicable law and the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting or by any Committee of the Board of Directors having such authority at any meeting thereof, and may be paid in cash, in property, in shares of the capital stock, or in any combination thereof. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

Section 2. Disbursements. All notes, checks, drafts and orders for the payment of money issued by the Corporation shall be signed in the name of the Corporation by such officers or such other persons as the Board of Directors may from time to time designate.

Section 3. Corporation Seal. The corporation seal, if the Corporation shall have a corporate seal, shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Texas”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE VIII

INDEMNIFICATION

Section 1. Mandatory Indemnification of Directors and Officers. Each person who at any time is or was a director or officer of the Corporation, and who was, is or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (a “Proceeding,” which shall include any appeal in such a Proceeding, and any inquiry or investigation that could lead to such a Proceeding), by reason of the fact that such person is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, partner, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise shall be indemnified by the Corporation to the fullest extent authorized by the Texas Business Corporation Act as the same exists or may hereafter be amended from time to time (the “TBCA”), or any other applicable law as may from time to time be in effect (but, in the case of any such amendment or enactment, only to the extent that such amendment or law permits the Corporation to provide broader indemnification rights that such law prior to such amendment or enactment permitted the Corporation to provide), against judgments, penalties (including excise and similar taxes), fines, settlements and reasonable expenses (including court costs and attorneys’ fees) actually incurred by such person in connection with such Proceeding. The Corporation’s obligations under this Section 1 include, but are not limited to, the convening of any meeting, and the consideration of any matter thereby, required by statute in order to determine the eligibility of any person for indemnification. Expenses incurred in defending a Proceeding shall be paid by the Corporation in advance of the final disposition of such Proceeding to the fullest extend permitted, and only in compliance with, the TBCA or any other applicable laws as may from time to time bein effect. The Corporation’s obligation to indemnify or to prepay expenses under this Section 1 shall arise, and all rights granted hereunder shall vest, at the time of the occurrence of the transaction or event to which such proceeding relates, or at the time that the action or conduct to which such proceeding relates was first taken or engaged in (or omitted to be taken or engaged in), regardless of when such proceeding is first threatened, commenced or completed. Notwithstanding any other provision of the Articles of Incorporation or these By-Laws, no action taken by the Corporation, either by amendment of the Articles of Incorporation or these By-Laws or otherwise shall diminish or adversely affect any rights to indemnification or prepayment of expenses granted under this Section 1 which shall have become vested as aforesaid prior to the date that such amendment or other corporate action is taken.

Section 2. Permissive indemnification of Employees and Agents. The rights to indemnification and prepayment of expenses which are conferred to the Corporation’s directors and officers by Section 1 of this Article VIII may be conferred upon any employee or agent of the Corporation if, and to the extent, authorized by its Board of Directors.

Section 3. Indemnity Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of the TBCA. Without limiting the power of the Corporation to procure or maintain any kind of insurance or other arrangement, the Corporation may, for the benefit of persons indemnified by the Corporation (1) create a trust fund, (2) establish any form of self-insurance, (3) secure its indemnity obligation by grant of a security interest or other lien on the assets of the Corporation, or (4) establish a letter of credit, guaranty or surety arrangement.

ARTICLE IX

AMENDMENTS

Except as otherwise specifically stated within an Article to be altered, amended or repealed these By-Laws may be altered, amended or repealed and new By-Laws may be adopted at any meeting of the Board of Directors or the shareholders, provided notice of the proposed change was given in the notice of the meeting.

The undersigned, as Secretary of the Corporation, hereby attests to the foregoing By-Laws as the By-Laws of the Corporation as approved by the Board of Directors on August 19, 2011

/s/ Tian Su Hua

___________________________________________________________________________________________________________________________________________________________________________________________________

EX-10 5 Ex10.1_VTR_1.htm MATERIAL CONTRACT

REVOLVING LINE OF NOTE

$100,000

August 20, 2011

Houston, Texas

On the due date for each advance, the undersigned Vantone Realty Corporation, (the "Maker"), having an address 12520 A1 Westheimer #139, Houston, Texas 77077; promises to pay to the order of Tian Su Hua, (the "Holder"), having an address at 13007 Greenway Chase Court, Houston, Texas 77072; or such other place as may be designated in writing by the Holder, the principal sum of up to One Hundred Thousand Dollars ($100,000), or the aggregate amount of all unpaid revolving credit loans ("Advances") made to the Maker by the Holder from time to time hereinafter, whichever is less, and to accrue interest (computed on the basis of a year of 360 days) from the date of this Note on the unpaid principal amount of this Note, in like money, at said address, at the interest rate set forth below, payable concurrent with the principal. All principal and accrued interest of this Note shall be due and payable on December 31, 2013 to the Holder.

1. INTEREST. The principal amount of this Note shall bear interest at the rate of six percent (-0-) per annum.

2. ENDORSEMENT. All Advances made to the Maker by the Holder under this Note and all payments of principal amounts in respect of such Advances may be endorsed by the Holder on Schedule A attached to this Note, which endorsements shall, in the absence of manifest error, be conclusive as to the outstanding principal amount of all Advances; provided, however, that the failure to make such notation with respect to any Advance or payment shall not limit or otherwise affect the obligations of the Maker under this Note.

3. PAYMENT. This Note may be prepaid in whole or in part without the consent of the Holder.

4. DEFAULT. If all principal and interest due and owing to the Holder on this Note is not paid within thirty (30) days of demand by the Holder as set forth above, the Maker shall be deemed to be in default, and additional interest shall be deemed to have commenced to accrue from the date hereof at the rate of ten percent (10%) per annum. Upon such default, the Holder shall also be entitled to receive from the Maker all costs of collection of this Note, including without limitation, reasonable attorneys’ fees and disbursements, and costs of suit. All amounts payable pursuant to this Note shall be immediately due and payable, without presentment, demand, protest or notice of any kind, upon the occurrence of any of the following events (each, an "Event of Default"):

(a) Failure of the Maker to pay any installment of principal or interest on the date when it is due hereunder.

(b) Failure of the Maker to perform or comply with any of the agreements, conditions, covenants, provisions or stipulations contained in this Note.

(d) Appointment of a receiver, liquidator or trustee for the Maker; the filing by or against the Maker of any petition for bankruptcy pursuant to the Federal Bankruptcy Code or any similar federal or state statute (and, in the case of any such petition filed against the Maker, such petition is not dismissed within forty-five (45) days); or the institution of any proceeding for the dissolution or liquidation of the Maker.

5. WAIVER OF DEMAND. The undersigned hereby waives presentment, demand, notice of dishonor, protest, and all other demands and notices, in connection with the delivery, acceptance, performance, and enforcement of this Note.

6. NO ORAL MODIFICATIONS. This Note can only be changed by an agreement in writing signed by both the Maker and the Holder.

7. SEVERABILITY. The invalidity or unenforceability of any provision of this Note will not in any manner affect any other provision. If any provision is determined to be invalid or unenforceable, this Note shall be construed as if the invalid or unenforceable provision were omitted.

8. GOVERNING LAW. This Note will be governed by the laws of the State of Texas without regard to conflicts of laws principals.

9. BINDING EFFECT. This Note shall be binding upon the Maker and any successor to the principal business interests of the Maker, whether by merger or otherwise.

10. NOTICES. Any notice, request or other communication pursuant to this Note shall be deemed duly given if hand delivered or mailed by certified or registered mail, in the case of the Holder, to the address specified above, and in the case of the Maker, to the address specified above, or in the case of either party, to such other address as it may have designated as its address for receiving notices hereunder by a notice given to the party hereto in the manner herein provided.

IN WITNESS WHEREOF, the undersigned has caused this Note to be duly executed as of the date first above written.

Vantone Realty Corporation

By: /S/ Tian Su Hua

Tian Su Hua

Director

EX-99 6 Ex99.1_VTR_1.htm SUBSCRIPTION AGREEMENT

Subscription Agreement

Vantone Realty Corporation

12520 A1 Westheimer #139

Houston, Texas 77077

1. Investment:

(a) The undersigned (“Buyer”) subscribes for _________ Shares of Common Stock of China Inc. at $0.02 per share.

(b) Total subscription price ($0.01 times number of Shares): = $____________

PLEASE MAKE CHECKS PAYABLE TO : Vantone Realty Corporation

2. Investor Information:


Name (type or print)		SSN/EIN/Taxpayer I.D.



E-mail address:

Address:

Joint Name (type or print)		SSN/EIN/Taxpayer I.D.



E-mail address:

Address:

Mailing Address (if different from above):
	Street			City/State	Zip

Business Phone: (_____) ________________________			Home Phone: (_____) _________________________

3. Type of ownership: (You must check one box)


.	Individual
.	Custodian for ________________________
.	Tenants in Common
.	Uniform Gifts to Minors Act of the State of: ___________
.	Corporation (Inc., LLC, LP)—Please List all officers, directors, partners, managers, etc.:
.	Joint Tenants with rights of Survivorship
.	Partnership (Limited Partnerships use “Corporation”)
.	Trust
.	Community Property
.	Other (please explain) ______________________________

4. Further Representations, Warrants and Covenants. Buyer hereby represents, warrants, covenants and agrees as follows:

(a) Buyer is at least eighteen (18) years of age with an address as set forth in this Subscription Agreement.

(b) Except as set forth in the Prospectus and the exhibits thereto, no representations or warranties, oral or otherwise, have been made to Buyer by the Company or any other person, whether or not associated with the Company or this offering. In entering into this transaction, Buyer is not relying upon any information, other than that contained in the Prospectus and the exhibits thereto and the results of any independent investigation conducted by Buyer at Buyer’s sole discretion and judgment.

(c) Buyer understands that his or her investment in the Shares is speculative and involves a high degree of risk, and is not recommended for any person who cannot afford a total loss of the investment. Buyer is able to bear the economic risks of an investment in the Offering and at the present time can afford a complete loss of such investment.

(d) Buyer is under no legal disability nor is Buyer subject to any order, which would prevent or interfere with Buyer’s execution, delivery and performance of this Subscription Agreement or his or her purchase of the Shares. The Shares are being purchased solely for Buyer’s own account and not for the account of others and for investment purposes only, and are not being purchased with a view to or for the transfer, assignment, resale or distribution thereof, in whole or part. Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement with respect to the transfer, assignment, resale or distribution of any of the Shares.

(e) Buyer has (i) adequate means of providing for his or her current financial needs and possible personal contingencies, and no present need for liquidity of the investment in the Shares, and (ii) a liquid net worth (that is, net worth exclusive of a primary residence, the furniture and furnishings thereof, and automobiles) which is sufficient to enable Buyer to hold the Shares indefinitely.

(f) If the Buyer is acting without a Purchaser Representative, Buyer has such knowledge and experience in financial and business matters that Buyer is fully capable of evaluating the risks and merits of an investment in the Offering.

(g) Buyer has been furnished with the Prospectus. Buyer understands that Buyer shall be required to bear all personal expenses incurred in connection with his or her purchase of the Shares, including without limitation, any fees which may be payable to any accountants, attorneys or any other persons consulted by Buyer in connection with his or her investment in the Offering.

5. Indemnification

Buyer acknowledges an understanding of the meaning of the legal consequences of Buyer’s representations and warranties contained in this Subscription Agreement and the effect of his or her signature and execution of this Agreement, and Buyer hereby agrees to indemnify and hold the Company and each of its officers and/or directors, representatives, agents or employees, harmless from and against any and all losses, damages, expenses or liabilities due to, or arising out of, a breach of any representation, warranty or agreement of or by Buyer contained in this Subscription Agreement.

6. Acceptance of Subscription

It is understood that this subscription is not binding upon the Company until accepted by the Company, and that the Company has the right to accept or reject this subscription, in whole or in part, in its sole and complete discretion. If this subscription is rejected in whole, the Company shall return to Buyer, without interest, the Payment tendered by Buyer, in which case the Company and Buyer shall have no further obligation to each other hereunder. In the event of a partial rejection of this subscription, Buyer’s Payment will be returned to Buyer without interest, whereupon Buyer agrees to deliver a new payment in the amount of the purchase price for the number of Shares to be purchased hereunder following a partial rejection of this subscription.

7.Governing Law

This Subscription Agreement shall be governed and construed in all respects in accordance with the laws of the State of Texas without giving effect to any conflict of laws or choice of law rules.

IN WITNESS WHEREOF, this Subscription Agreement has been executed and delivered by the Buyer and by the Company on the respective dates set forth below.


Signature of Buyer		Investor ’s Subscription
		Accepted this_____ day of ________, 2012

Printed Name		Vantone Realty Corporation


Date:		Accepted by:

EX-5 7 Ex5.1_VTR_1.htm LEGALITY OF OPINION

Kevin M. Murphy

Attorney At Law

6402 Scott Lane

Pearland, Texas 77581

(281) 804-1174

info@kevinmurphylaw.com

January 6th, 2012

Vantone Realty Inc.,

12520 A1 Westheimer #139,

Houston, Texas 77077

Re: Vantone Realty Inc., Registration Statement on Form S-1

Ladies and Gentlemen:

I refer to the above-captioned registration statement on Form S-1 (“Registration Statement”) under the Securities Act of 1933, as amended (“Act”), to be filed by Vantone Realty Inc., a Texas Corporation (“Company”), with the Securities and Exchange Commission. The Registration Statement related to the offer and sale by the Company for up to 5,000,000 shares of common stock ( "Common Stock"). Such shares are to be issued under the Registration Statement and the relating prospectus to be filed with the commission. The details of the offering are described in the Registration Statement on Form S-1.

I have examined the originals, or photocopies, certified copies or other evidence of such records of the Company, and other documents as I have deemed relevant and necessary as a basis for the opinion hereinafter expressed. In such examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as certified copies or photocopies and the authenticity of the originals of such documents. Based on my examination mentioned above, I am of the opinion that the 5,000,000 shares of common stock to be offered and sold are duly authorized shares of common stock will, when sold, be legally issued, fully paid and non-assessable.

I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement and to the reference to our firm under "Legal Matters" in the Registration Statement.

Sincerely,

/s/ Kevin M. Murphy

EX-23 8 Ex23.1_VTR_1.htm AUDITOR'S CONSENT

Vantone Realty Corporation

12520 A1 Westheimer #139

Houston, TX 77077

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated February 1, 2012, in the Registration Statement (Form S-1) and related Prospectus of Vantone Realty Corporation.

/s/KCCW Accountancy Corp

Diamond Bar, California

February 1, 2012