UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________________

FORM 10-Q

_____________________________

(Mark One)

x	Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2007

o	Transition report under Section 13 or 15(d) of the Exchange Act

For the transition period from _____________ to _____________

Commission File Number 000-51431

_____________________________

Chardan North China Acquisition Corporation

(Exact name of registrant as specified in is charter)

Delaware	20-2479743
(State or other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

625 Broadway, Suite 1111, San Diego, California 92101 (Address of principal executive offices)

(619) 795-4627 (Registrant’s telephone number, including area code)

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

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

Large accelerated filer o Accelerated filer o Non-accelerated filer x

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

As of November 1, 2007, 7,000,000 shares of common stock, par value $.0001 per share, were issued and outstanding.

CHARDAN NORTH CHINA ACQUISITION CORPORATION

FORM 10-Q

INDEX

Part I Financial Information:

Item 1 Financial Statements (Unaudited):

Balance Sheet

Statements of Operations

Statement of Stockholders’ Equity

Statement of Cash Flows

Notes to Financial Statements

Part II Other Information

Item 4 Exhibits

Signatures

Explanatory Note

This Quarterly Report on Form 10-Q is filed to revise the Quarterly Report on Form 10-QSB filed by the Company on May 21, 2007 and provide the required disclosure upon the appropriate form.

PART I. FINANCIAL INFORMATION ITEM 1 FINANCIAL STATEMENTS (UNAUDITED) CHARDAN NORTH CHINA ACQUISITION CORPORATION
(A Development Stage Company)
Condensed Balance Sheets

	March 31, 2007			December 31, 2006
	(Unaudited)

ASSETS
Current assets:
Cash and cash equivalents	$	23,145		$	529
Investments held in trust		31,549,825			31,294,931
Prepaid expenses and other		16,170			25,768
Total current assets		31,589,140			31,321,228

Long term deferred tax asset		296,534			292,188

Total Assets	$	31,885,674		$	31,613,416

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	816,946		$	507,871
Income taxes payable		232,100			203,955
Notes payable, related parties		36,250			107,500
Deferred interest		344,059			293,106
Total current liabilities		1,429,355			1,112,432

Commitments

Common stock subject to possible conversion		5,964,017			5,964,017
1,149,425 shares at conversion value

Stockholders' equity:
Preferred stock, $.0001 par value, 1,000,000		-			-
shares authorized, none issued
Common stock, $.0001 par value: 20,000,000		700			700
shares authorized, 7,000,000 shares issued and outstanding
(includes 1,149,425 shares subject to possible conversion)
Additional paid-in capital		25,006,126			25,006,126
Deficit Accumulated during the development stage		(514,524	)		(469,859
Total stockholders' equity		24,492,302			24,536,967

Total Liabilities and Stockholders' Equity	$	31,885,674		$	31,613,416

See the accompanying notes to the condensed financial statements

Chardan North China Acquisition Corporation
(A Development Stage Company)
Condensed Statements of Operations

							From
	Three			Three			March 10, 2005
	Months			Months			(Inception)
	Ended			Ended			Through
	March 31, 2007			March 31, 2006			March 31, 2007
	(Unaudited)			(Unaudited)			(Unaudited)

Costs and Expenses
Admin and office support		22,500			22,500			150,000
Consulting		-			-			66,700
Insurance		22,486			17,500			114,973
Marketing fees		22,097			24,836			141,862
Professional fees		160,838			193,391			832,268
State franchise tax		3,172			5,875			50,948
Travel		7,225			86,170			349,749
Other operating costs		18,944			24,490			103,589

Total costs and expenses		257,262			374,762			1,810,089

Operating loss		(257,262	)		(374,762	)		(1,810,089	)

Other income (expense):
Interest income		203,941			245,351			1,382,241
Other income		35,000			-			35,000
Interest expense		(2,545	)		-			(4,310	)

Total other income		236,396			245,351			1,412,931

Net loss before income tax provision		(20,866	)		(129,411	)		(397,158	)

Income tax (provision) benefit		(23,799	)		16,413			(117,366	)

Net loss	$	(44,665	)	$	(112,998	)	$	(514,524	)

Loss per share - basic and diluted		(0.01	)		(0.02	)		(0.11	)
Weighted average shares outstanding - basic and diluted		5,897,470			7,000,000			4,854,922

See the accompanying notes to the condensed financial statements

Chardan North China Acquisition Corporation
(A Development Stage Company)
Condensed Statements of Changes in Stockholders' Equity

					Additional						Stockholders'
	Common				Paid - In			Accumulated			Equity
	Shares		Amount		Capital			(Deficit)			(Deficit)

Issuance of common shares to initial shareholders on March 10, 2005 at $0.02 per share		1,250,000	$	125	$	24,875		$	-		$	25,000
Sale of 5,750,000 units, net of underwriters' discount and offering expenses (includes 1,149,425 shares subject to possible conversion)		5,750,000		575		30,945,168			-			30,945,743
Proceeds subject to possible conversion of 1,149,425 shares		-		-		(5,964,017	)		-			(5,964,017	)
Proceeds from issuance of an underwriter's option		-		-		100			-			100
Loss for the twelve monts ended December 31, 2005		-		-		-			(101,742	)		(101,742	)

Balance at December 31, 2005		7,000,000	$	700	$	25,006,126		$	(101,742	)	$	24,905,084

Loss for the twelve months ended December 31, 2006									(368,117	)		(368,117	)

Balance at December 31, 2006		7,000,000	$	700	$	25,006,126		$	(469,859	)	$	24,536,967
Unaudited:
Loss for the three months ended March 31, 2007									(44,665	)		(44,665	)

Balance at March 31, 2007		7,000,000	$	700	$	25,006,126		$	(514,524	)	$	24,492,302

See the accomanying notes to the condensed financial statements

Chardan North China Acquisition Corporation

(A Development Stage Company)

Condensed Statement of Cash Flows

							From
	Three			Three			March 10, 2005
	Months			Months			(Inception)
	Ended			Ended			Through
	March 31, 2007			March 31, 2006			March 31, 2007
	(Unaudited)			(Unaudited)			(Unaudited)

Cash Flows from Operating Activities:
Net loss	$	(44,665	)	$	(112,998	)	$	(514,524	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Amortization of discounts and interest earned on securities held in trust		(254,895	)		(302,814	)		(1,714,825	)
Cash received on interest bearing accounts		-			(3,070	)
Changes in operating Assets and Liabilities:
Prepaid expenses and other current assets		9,599			25,000			(6,000	)
Deferred tax asset		(4,346	)		(154,975	)		(296,534	)
Accounts payable and accrued liabilities		309,075			60,411			816,946
Income taxes payable		28,145			(43,238	)		232,100
Deferred interest		50,953			60,533			344,059
Net cash provided (used) by operating activities		93,866			(471,151	)		(1,138,778	)

Cash Flows from Investing Activities:
Purchases of investments held in trust		-			-			(29,835,000	)
Cash received on interest bearing accounts		-			3,070
Net cash provided (used) by investing activities		-			3,070			(29,835,000	)

Cash Flows from Financing Activities
Proceeds from issuance of common stock		-			-			34,525,000
Proceeds from issuance of option		-			-			100
Payment of costs associated with public offering		-			-			(3,554,257	)
Proceeds from related party loans		-			-			107,500
Repayment of related party loans		(71,250	)		-			(71,250	)
Advance to affiliate		-			-			(10,170	)
Net cash provided (used) by financing activities		(71,250	)		-			30,996,923

Net increase (decrease) in cash and cash equivalents		22,616			(468,081	)		23,145
Cash and cash equivalents, beginning of the period		529			856,380			-
Cash and cash equivalents, end of the period	$	23,145		$	388,299		$	23,145


Cash paid for taxes	$	181,800	$	-	$	181,800
Cash paid for interest	$	-	$	-	$	-

See the accomanying notes to the condensed financial statements

CHARDAN NORTH CHINA ACQUISITION CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2007

1. SUMMARY OF ORGANIZATION AND BASIS OF PRESENTATION

Business and Organization - Chardan North China Acquisition Corp. (Chardan North) was incorporated in Delaware on March 10, 2005 as a blank check company whose objective is to acquire an operating business that has its primary operating facilities in the Peoples Republic of China in any city or province north of the Yangtze River.

Effective July 14, 2005, the Company's Board of Directors and Initial Stockholders authorized an amendment to the Company's Certificate of Incorporation to change the Company's name from Chardan China Acquisition Corp. II to Chardan North China Acquisition Corporation.

In August 2005, Chardan North commenced its efforts to locate a company with which to effect a business combination. After signing a definitive agreement for the acquisition of a target business, such transaction will be submitted for stockholder approval. In the event that stockholders owning 20% or more of the outstanding stock excluding, for this purpose, those persons who were stockholders prior to the Offering, vote against the Business Combination and exercise their conversion rights described below, the Business Combination will not be consummated. All of the Company's stockholders prior to the Initial Public Offering, including all of the officers and directors of the Company ("Initial Stockholders"), have agreed to vote their 1,250,000 founding shares of common stock in accordance with the vote of the majority in interest of all other stockholders of the Company ("Public Stockholders") with respect to the Business Combination. After consummation of the Business Combination, all of these voting safeguards will no longer be applicable. With respect to a Business Combination which is approved and consummated, any Public Stockholder who voted against the Business Combination may demand that the Company convert his or her shares. The per share conversion price will equal the amount in the Trust Fund as of the record date for determination of stockholders entitled to vote on the Business Combination divided by the number of shares of common stock held by Public Stockholders at the consummation of the Offering. Accordingly, Public Stockholders holding 19.99% of the aggregate number of shares owned by all Public Stockholders may seek conversion of their shares in the event of a Business Combination.

Such Public Stockholders are entitled to receive their per share interest in the Trust Fund computed without regard to the shares held by Initial Stockholders. Accordingly, a portion of the net proceeds from the offering (19.99% of the amount originally held in the Trust Fund) has been classified as common stock subject to possible conversion in the accompanying balance sheet and 19.99% of the related interest earned on the investments held in the Trust Fund has been recorded as deferred interest.

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Item 310(b) of Regulation S-K. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three-month period ended March 31, 2007 are not necessarily indicative of the results that may be expected for the year ending December 31, 2007. For further information, refer to the consolidated financial statements and footnotes thereto for the year ended December 31, 2006, included in Form 10-KSB filed with the Securities and Exchange Commission. The condensed balance sheet at December 31, 2006 has been derived from the audited financial statements.

Reclassifications - Certain reclassifications have been made in the prior period financial statements for presentation purposes to conform to the current presentation.

Accounting Pronouncements:

Effective January 1, 2007, the Company adopted the provisions of FASB Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes — An Interpretation of FASB Statement No. 109.” FIN 48 provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the financial statements in accordance with SFAS No. 109. Tax positions must meet a “more-likely-than-not” recognition threshold at the effective date to be recognized upon the adoption of FIN 48 and in subsequent periods. Upon the adoption of FIN 48, the Company had no unrecognized tax benefits. During the first quarter of 2007, the Company recognized no adjustments for uncertain tax benefits.

The Company recognizes interest and penalties, if any, related to uncertain tax positions in selling, general and administrative expenses. No interest and penalties related to uncertain tax positions were accrued at March 31, 2007.

The tax years 2005 and 2006 remain open to examination by the major taxing jurisdictions in which the Company operates. The Company expects no material changes to unrecognized tax positions within the next twelve months.

Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

2. GOING CONCERN

These financial statements have been prepared assuming that the Company will continue as a going concern. The Company’s Certificate of Incorporation provides for mandatory liquidation of the Company, withoug stockholder approval, in the event that the Company does not consummate a Business Combination prior to August 10, 2007. This raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that may result from the outcome of this uncertainty.

3. RELATED PARTY TRANSACTIONS

Commencing on August 2, 2005 and ending upon the acquisition of a target business, the Company incurs an administrative fee of $7,500 per month from Chardan Capital, LLC, a company managed and partially owned by the Company's Chairman of the Board. The fee includes the provision of office space and certain office and secretarial services. The statements of operations for the three-month period ended March 31, 2007 include $22,500 of such fees.

In May 2005 the Company made a non-interest bearing advance of $10,170 to an affiliate, which is included in prepaid expenses and other current assets on the accompanying balance sheet. This amount is due on demand, and is expected to be repaid in the current fiscal year.

4. NOTES PAYABLE - RELATED PARTIES

Notes payable - related parties consists of the following as of March 31, 2007:

Unsecured demand notes payable - shareholder notes bearing an annual interest rate of 8% due on various dates in August and September 2007. $ 36,250

Total notes payable, related parties

$ 36,250

Total interest expense on notes payable - related parties was $1,707 for the three months ended March 31, 2007.

Due to the short term nature of the notes, the fair value approximates the carrying amount.

5. MATERIAL AGREEMENTS

On February 9, 2007, the Company entered into an Amended and Restated Stock Purchase Agreement (the “Stock Purchase Agreement”) which incorporates all previous amendments to the stock purchase agreement dated as of February 2, 2006, for the acquisition of Gifted Time, which is a holding company owning controlling interests in two Chinese companies (Beijing HollySys and Hangzhou HollySys) engaged in the production and sale of industrial automation and control systems (“HollySys”). Upon completion of the transaction and the expected exchange offer by HLS to holders of Gifted Time preferred stock, assuming full participation in that exchange offer, the Company will own 74.11% and 89.64%, respectively, of the two companies.

The Stock Purchase Agreement provides for the Company to form a wholly owned subsidiary under the laws of the British Virgin Islands, under the name “HLS Systems International Limited” (“HLS”). At the time of closing of the Stock Purchase Agreement, the Company will merge with and into HLS for the purpose of redomestication out of the United States. Simultaneously with the redomestication merger, HLS will acquire all of the issued and outstanding common stock of Gifted Time Holdings Limited (“Gifted Time”), a British Virgin Islands company that holds a controlling interest in HollySys pursuant to existing stock consignment agreements dated December 30, 2005, and share transfer agreements dated January 12, 2006 between Gifted Time and certain stockholders of HollySys. The common stock of Gifted Time will be acquired for 22,200,000 shares of common stock of HLS equal to 73% of the total issued and outstanding common stock of the post-transaction company, and cash consideration of $30,000,000. A variable portion of the cash consideration will be deferred, ranging from $3,000,000 to $7,000,000, depending on the number of shares that the Company shareholders redeem, if any, in the process of approving the transaction. The amount of the cash payment that will be deferred will be determined at closing and will equal the sum of $3,000,000 plus two-thirds of the difference between the funds in the trust account (following the exercise of any conversion rights by the Company stockholders) and $30,000,000. The deferred portion of the cash purchase price is not payable until HLS generates positive cash flow of at least twice the deferred amount or HLS receives at least $60 million of additional financing.

As additional consideration, participating parties will be entitled to receive, on an all or none basis each year, an additional 2,000,000 shares for each of the next four fiscal years and an additional 3,000,000 shares for the fifth fiscal year beginning with the year ending December 31, 2007 if HollySys achieves the following operating after-tax profits:

Year Ending December 31		After-Tax Profit
2007	$	23,000,000
2008	$	32,000,000
2009	$	43,000,000
2010	$	61,000,000
2011	$	71,000,000

HLS intends to offer to exchange 1.3 million shares of its common stock for the outstanding shares of the preferred stock of Gifted Time.

PART II. OTHER INFORMATION

ITEM 4. EXHIBITS

(a)

Exhibits:

31.1 - Section 302 Certification by CEO

31.2 - Section 302 Certification by CFO

32.1 - Section 906 Certification by CEO

32.2 - Section 906 Certification by CFO

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: July 2, 2007	CHARDAN NORTH CHINA ACQUISITION CORPORATION

	By:	/s/ Li Zhang
		Li Zhang Chief Executive Officer (Principal Executive Officer)


	By:	/s/ Kerry Propper
		Kerry Propper Chief Financial Officer and Secretary (Principal Accounting and Financial Officer)

Chardan North China Acquisition Corp 10-Q