Filing Compare · China Metallic Resources, Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K


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

For the fiscal year ended July 31, ~~2009~~2010


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

Commission file number: 000-53416

CHINA METALLIC RESOURCES, INC.

(Exact name of registrant as specified in its charter)


Delaware		75-3269182
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Room 405, 4/F., Wing Ming Industrial Centre 15 Cheung Yue Street, Cheung Sha Wan, Kowloon, Hong Kong		N/A (Zip Code)

Registrant’s telephone number: (852) 6121-8865

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, no par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained herein, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

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

Large accelerated filer o Accelerated filer o

Non-accelerated filer o Smaller reporting company þ

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

State issuer's revenues for its most recent fiscal year: None.

State the number of shares outstanding of each of the issuer’s classes of common equity, as of November 31, ~~2009~~2010: 100,000 shares of Common Stock.

DOCUMENTS INCORPORATED BY REFERENCE: None

TABLE OF CONTENTS

PART I		3
ITEM 1.	BUSINESS	32
ITEM 2.	PROPERTIES	43
ITEM 3.	LEGAL PROCEEDINGS	4
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	54
PART II		5
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY; RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	54
ITEM 6.	SELECTED FINANCIAL DATA	54
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	54
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	65
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	76
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	1918
ITEM 9A.	CONTROLS AND PROCEDURES	1918
ITEM 9B.	OTHER INFORMATION	1918
PART III		19
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	19
ITEM 11.	EXECUTIVE COMPENSATION	2019
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	20
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	2120
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	2120
PART IV		21
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	2120
SIGNATURES		2221

PART I

ITEM 1. DESCRIPTION OF BUSINESS.

(a) Business Development

China Metallic Resources, Inc. (“we”, “us”, “our”, the "Company" or the "Registrant") was incorporated in the State of Delaware on July 28, 2008. Since inception, which was July 28, 2008, the Company has been engaged in organizational efforts and obtaining initial financing. The Company was formed as a vehicle to pursue a business combination and has made no efforts to identify a possible business combination. As a result, the Company has not conducted negotiations or entered into a letter of intent concerning any target business. The business purpose of the Company is to seek the acquisition of or merger with, an existing company. The Company selected July 31 as its fiscal year end.

(b) Business of Issuer

The Company, based on proposed business activities, is a "blank check" company. The U.S. Securities and Exchange Commission (the “SEC”) defines those companies as "any development stage company that is issuing a penny stock, within the meaning of Section 3 (a)(51) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies." Under SEC Rule 12b-2 under the Exchange Act, the Company also qualifies as a “shell company,” because it has no or nominal assets (other than cash) and no or nominal operations. Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as it is subject to those requirements.

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

The analysis of new business opportunities will be undertaken by or under the supervision of Wong Wa Kei Anthony the officer and director of the Registrant. As of this date the Company has not entered into any definitive agreement with any party, nor have there been any specific discussions with any potential business combination candidate regarding business opportunities for the Company. The Registrant has unrestricted flexibility in seeking, analyzing and participating in potential business opportunities. In its efforts to analyze potential acquisition targets, the Registrant will consider the following kinds of factors:

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

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

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

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

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

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

(h) Other relevant factors.

In applying the foregoing criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Potentially available business opportunities may occur in many different industries, and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Due to the Registrant's limited capital available for investigation, the Registrant may not discover or adequately evaluate adverse facts about the opportunity to be acquired.

FORM OF ACQUISITION

The manner in which the Registrant participates in an opportunity will depend upon the nature of the opportunity, the respective needs and desires of the Registrant and the promoters of the opportunity, and the relative negotiating strength of the Registrant and such promoters.

It is likely that the Registrant will acquire its participation in a business opportunity through the issuance of common stock or other securities of the Registrant. Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining whether or not an acquisition is a so-called "tax free" reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code") depends upon whether the owners of the acquired business own 80% or more of the voting stock of the surviving entity. If a transaction were structured to take advantage of these provisions rather than other "tax free" provisions provided under the Code, all prior stockholders would in such circumstances retain 20% or less of the total issued and outstanding shares of the surviving entity. Under other circumstances, depending upon the relative negotiating strength of the parties, prior stockholders may retain substantially less than 20% of the total issued and outstanding shares of the surviving entity. This could result in substantial additional dilution to the equity of those who were stockholders of the Registrant prior to such reorganization.

The present stockholders of the Registrant will likely not have control of a majority of the voting securities of the Registrant following a reorganization transaction. As part of such a transaction, all or a majority of the Registrant's directors may resign and one or more new directors may be appointed without any vote by stockholders.

In the case of an acquisition, the transaction may be accomplished upon the sole determination of management without any vote or approval by stockholders. In the case of a statutory merger or consolidation directly involving the Company, it will likely be necessary to call a stockholders' meeting and obtain the approval of the holders of a majority of the outstanding securities. The necessity to obtain such stockholder approval may result in delay and additional expense in the consummation of any proposed transaction and will also give rise to certain appraisal rights to dissenting stockholders. Most likely, management will seek to structure any such transaction so as not to require stockholder approval.

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

We presently have no employees apart from our management. Our officers and directors are engaged in outside business activities and anticipate that they will devote to our business very limited time until the acquisition of a successful business opportunity has been identified. We expect no significant changes in the number of our employees other than such changes, if any, incident to a business combination.

(1) The Company is not required to deliver an annual report to security holders and at this time does not anticipate the distribution of such a report.

(2) The Company will file reports with the SEC. The Company will be a reporting company and will comply with the requirements of the Exchange Act.

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

ITEM 2. Description Of Property.

We neither rent nor own any properties. We utilize the office space and equipment of our management at no cost. Management estimates such amounts to be immaterial. We currently have no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.

Item 3. Legal Proceedings.

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

Item 4. Submission of Matters to a Vote of Security Holders.

None.

PART II

Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

(a) Market Information.

The Common Stock is not trading on any stock exchange. The Company is not aware of any market activity in its Common Stock since its inception through the date of this filing.

(b) Holders.

As of November 31, ~~2009~~2010, there was one record holder of an aggregate of 100,000 shares of the Common Stock issued and outstanding.

The Registrant has not paid any cash dividends to date and does not anticipate or contemplate paying dividends in the foreseeable future. It is the present intention of management to utilize all available funds for the development of the Registrant's business.

Item 6. Selected Financial Data.

Not applicable.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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

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

During the next 12 months we anticipate incurring costs related to:

(i)

filing of Exchange Act reports, and

(ii)

consummating an acquisition.

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

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

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

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

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

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

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

We do not hold any derivative instruments and do not engage in any hedging activities.

Item 8. Financial Statements.

CHINA METALLIC RESOURCES, INC.

(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

JULY 31, ~~2009~~2010

CONTENTS

	Page(s)
Report of Independent Registered Public Accounting Firm	87
Financial Statements:
Balance Sheet - As of July 31, 2009	9
Balance Sheet - As of July 31, 2010	8
Statement of Operations - For the year from August 1, 2008 to July 31, 2009	10
Statement of Operations - For the year from August 1, 2009 to July 31, 2010	9
Statement of Changes in Stockholder’s Deficit - For the year from August 1, 2008 to July 31, 2009	11
Statement of Changes in Stockholder’s Deficit - For the year from August 1, 2009 to July 31, 2010	10
Statement of Cash Flows - For the year from August 1, 2008 to July 31, 2009	12
Statement of Cash Flows - For the year from August 1, 2009 to July 31, 2010	11
Notes to Financial Statements	1312-18

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

China Metallic Resources, Inc.

We have audited the accompanying balance sheet of China Metallic Resources Inc. (the “Company”) as of July 31, ~~2009~~2010 and ~~2008 and~~ the related statement of operations, changes in shareholder’s deficit and cash flows for year ended July 31, ~~2009 and 2008~~2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. ~~Our audits included consideration of internal control over financial reporting~~ as a basis for designing audit procedures that are appropriate in the circumstances, but ~~not~~ nor for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of July 31, ~~2009 and 2008~~2010, and the results of its operations and its cash flows for the ~~periodended~~ year ended July 31, ~~2009~~2010 ~~and 2008~~ in conformity with accounting principles generally accepted in the United States of America.

Parker Randall CF (H.K.) CPA Limited

Certified Public Accountants

Hong Kong

~~November 10~~October 27, ~~2009~~2010

China Metallic Resources, Inc.

(A Development Stage Company)

Balance Sheets

	July 31, 2009			July 31, 2008
	July 31, 2010			July 31, 2009
Liabilities and Stockholder’s Equity (Deficit)
Current Liabilities
Accounts payable	$	2(4,~~373~~055)		$	~~13,800~~(2.373	)
Loan payable – related party		21(23,~~533~~733)			-(21,533	)
		23,906			13,800
		(27,828)			(23,906	)
Stockholder’s Deficit:
Preferred stock ( $0.00001 par value, 100,000,000 shares authorized, none issued and outstanding)		-			-
Common stock ( $0.00001 par value, 500,000,000 shares authorized, 100,000 shares issued and outstanding)		1			1
Deficit accumulated during development stage		(2327,~~907~~829	)		(1323,~~801~~907	)
Total Stockholder’s Deficit		(2327,~~906~~828	)		(1323,~~800~~906	)
Total Liabilities and Stockholder’s Deficit	$	-		$	-

See accompanying notes to financial statements

China Metallic Resources, Inc.

(A Development Stage Company)

Statements of Operations

From August 1, 2008 to July 31, 2009

From July 28, 2008 (Inception) to July 31, 2008

Cumulative From July 28, 2008 (Inception) to July 31, 2009

From August 1, 2009 to July 31, 2010

From August 1, 2008 to July 31, 2009

Operating expenses

General and administrative

103,~~106~~922

1310,~~801~~106

~~23,907~~

Total operating expenses

103,~~106~~922

1310,~~801~~106

~~23,907~~

Net loss

(103,~~106~~922

)

(1310,~~801~~106

)

~~(23,907~~

)

Net loss per share – basic and diluted

(0.1004

)

(0.1410

)

~~0.24~~

Weighted average number of shares outstanding

during the period – basic and diluted

100,000

~~100,000~~

See accompanying notes to financial statements

109

China Metallic Resources, Inc.

(A Development Stage Company)

Statement of Changes in Stockholder's Deficit

For the year ended July 31, ~~2009~~ 2010

					Deficit
	Common Stock				Accumulated ~~during~~		Total
	Shares		Amount		during Development Stage		Stockholder's Deficit
Common stock issued for compensation - founder - ($0.00001/share)		100,000	$	1	$	-	$	1
Net loss from July 28, 2008 (inception date) to July 31, 2008		-		-		(13,801)		(13,801	)
Balance July 31, 2008		100,000	$	1	$	(13,801)	$	(13,800	)
Net loss for the year		-		-		(10,106)		(10,106	)
Balance July 31, 2009		100,000	$	1	$	(23,907)	$	(23,906	)
Net loss for the year		-		-		(3,922)		(3,922	)
Balance July 31, 2010		100,000		1		(27,829)		(27,828	)

See accompanying notes to financial statements

1110

China Metallic Resources, Inc.

(A Development Stage Company)

Statement of Cash Flows

	From August 1, 2008 to July 31 , 2009			From July 28, 2008 (Inception) to July 31, 2008			Cumulative From July 28, 2008 (Inception) to July 31, 2009
	From August 1, 2009 to July 31 , 2010			From August 1, 2008 to July 31 , 2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(103,~~106~~922	)	$	(1310,~~801~~106	)	$	~~(23,907~~	)
Adjustments to reconcile net loss to net cash used in
Changes in operating assets and liabilities:
operating activities:
Increase/(decrease) in accounts payable		1,682			(11,427	)
Stock issued for compensation - founder		-			1			1
Net Cash Used In Operating Activities		(2,240	)		(21,533	)
Changes in operating assets and liabilities:
CASH FLOWS FROM FINANCING ACTIVITIES:
(Decrease)/increase in accounts payable		(11,427	)		13,800			2,373
Loan payable - related party		2,240			21,533
Net Cash Used In Operating Activities		(21,533	)		-			(21,533	)
Net Cash Provided By Financing Activities		2,240			21,533
CASH FLOWS FROM FINANCING ACTIVITIES:
Net Increase in Cash		-			-
Loan payable - related party		21,533			-			21,533
Cash - Beginning of Year		-			-
Net Cash Provided By Financing Activities		21,533			-			21,533
Cash - End of Year	$	-		$	-
Net Increase in Cash		-			-			-
Cash - Beginning of Year/Period		-			-			-
Cash - End of Year/Period	$	-		$	-		$	-

See accompanying notes to financial statements

1211

China Metallic Resources, Inc.

(A Development Stage Company)

Notes to Financial Statements

July 31, ~~2009~~ 2010

NOTE 1 – Nature of Operations and Summary of Significant Accounting Policies

Nature of operations

China Metallic Resources, Inc. (the “Company”) is a Delaware corporation that was incorporated on July 28, 2008.

The Company intends to effect a business combination with a Chinese based operating company.

Development stage

The Company's financial statements are presented as those of a development stage enterprise. Activities during the development stage primarily include related party debt financing and implementing the business plan.

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.

A significant estimate during the period included a 100% valuation allowance for deferred taxes due to the Company’s continuing and expected future losses.

Cash and cash equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less and money market accounts to be cash equivalents.

The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. At July 31, ~~2009~~2010, there were no balances that exceeded the federally insured limit.

Earnings per share

Basic loss per share is computed by dividing net loss by weighted average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. At July 31, ~~2009~~2010, the Company had no common stock equivalents that could potentially dilute future earnings per share; however, if present, a separate computation of diluted loss per share would not have been presented, as these common stock equivalents would have been be anti-dilutive due to the Company’s net loss.

1312

China Metallic Resources, Inc.

(A Development Stage Company)

Notes to Financial Statements

July 31, ~~2009~~ 2010

Fair value of financial instruments

Statement of Financial Accounting Standards No. 107, “Disclosures about Fair Value of Financial Instruments,” requires disclosures of information about the fair value of certain financial instruments for which it is practicable to estimate the value. For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation.

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

Segment information

The Company follows Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and Related Information." During the period from date of incorporation until July 31, ~~2009~~2010, the Company only operated in one segment; therefore, segment information has not been presented.

Stock-based compensation

All share-based payments to employees is recorded and expensed in the statement of operations as applicable under SFAS No. 123R, “Share-Based Payment”. The Company has not issued any stock based compensation to its employees since inception.

Non-employee stock based compensation

Stock-based compensation awards issued to non-employees for services are recorded at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the measurement date guidelines enumerated in Emerging Issues Task Force Issue EITF No. 96-18, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services” (“EITF 96-18”). The Company has not issued any non-employee stock based compensation to any third parties since inception.

Income taxes

The Company accounts for income taxes under the liability method in accordance with Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" under this method, deferred income tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.

1413

China Metallic Resources, Inc.

(A Development Stage Company)

Notes to Financial Statements

July 31, ~~2009~~ 2010

We adopted the provisions of FASB Interpretation No. 48; “Accounting for Uncertainty in Income Taxes-An Interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not, that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement. We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments. At July 31, ~~2009~~2010, we did not record any liabilities for uncertain tax position.

Recent accounting pronouncements

In ~~March 2008~~July 2010, the FASB issued ~~SFAS~~Accounting Standards Update (“ASU”) No. 2010-20, ~~161~~“Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses” (“ASU No. 2010-20”). ASU No. 2010-20 amends ASC Topic 310-10-50, ~~DISCLOSURES~~“Receivables ~~ABOUT~~– ~~DERIVATIVE~~Overall ~~INSTRUMENTS~~– ~~AND HEDGING~~Disclosure” ~~ACTIVITIES~~by requiring that more information be disclosed to facilitate financial statement users’ evaluation of (i) the nature of credit risk inherent in an ~~amendment~~entity’s toportfolio ~~SFAS~~of financing receivables, (ii) how that risk is analyzed and assessed in arriving at the allowance for credit losses, and (iii) the changes and reasons for those changes in the allowance for credit losses. The amendments in ASU No. 2010-20 ~~133)~~affect all entities with financing receivables, excluding short-term trade accounts receivable or receivables measured at fair value or lower of cost or fair value. ~~This~~A ~~statement~~company iswill ~~effective~~ need to disaggregate new and existing disclosure based on how it develops its allowance for ~~financial~~credit ~~statements~~losses ~~issued~~related to financing receivables and how it manages credit exposures. Disclosures must be disaggregated by portfolio segment, the level at which an entity develops and documents a systematic method for ~~fiscal~~determining ~~year~~its allowance for credit losses, and ~~interim~~class ~~periods~~of ~~beginning after~~financing ~~November~~receivable, 15which is generally a disaggregation of portfolio segment. The required disclosures include, ~~2008~~among other things, a rollforward of the allowance for credit losses as well as information about modified, impaired, non-accrual and past due loans and credit quality indicators. For public entities, ASU No. 2010-20 requires ~~enhanced~~certain disclosures ~~with~~as ~~respect~~of ~~to derivative~~the ~~and~~end ~~hedging~~of ~~activities~~a reporting period effective for periods ending on or after December 15, 2010. ~~The~~Accordingly, the Company will ~~comply~~adopt ~~with~~such requirements as of the ~~disclosure requirements~~end of ~~this~~its ~~statement~~first ifquarter itof ~~utilizes~~fiscal ~~derivative~~2011. ~~instruments~~Other required disclosures about activity that occurs during a reporting period are effective for periods beginning on or ~~engages in~~after ~~hedging~~December 15, ~~activities~~2010. ~~upon~~Accordingly, the Company will adopt such requirements effective beginning with its ~~effectiveness~~second quarter of fiscal 2011. The Company is currently evaluating the impact of ASU No. 2010-20 on its financial statement disclosures.

In ~~April 2008~~February 2010, the FASB issued ~~FASB~~ASU ~~Staff Position~~ No. ~~142~~ 2010-309, ~~DETERMINATION~~“Subsequent OFEvents: ~~THE~~Amendments ~~USEFUL LIFE~~to OFCertain ~~INTANGIBLE~~Recognition ~~ASSETS~~and Disclosure Requirements” (“~~FSP~~ASU No. ~~142~~ 2010-309”), toan ~~improve~~amendment ~~the~~to ~~consistency~~ASC ~~between the~~Topic ~~useful~~855, ~~life~~“Subsequent ofEvents.” aASU ~~recognized intangible asset (under SFAS~~ No. 2010-09 ~~142)~~amends ~~and~~ASC ~~the period~~Topic of855 ~~expected cash flows used~~ to ~~measure~~remove the ~~fair~~requirement ~~value~~for ofan ~~the~~SEC ~~intangible asset~~filer ~~(under~~to ~~SFAS~~disclose ~~No. 141(R)). FSP No. 142-3 amends~~ the ~~factors~~date tothrough bewhich ~~considered when~~subsequent ~~developing~~events ~~renewal~~have orbeen ~~extension~~evaluated ~~assumptions~~in ~~that~~both ~~are~~issued ~~used~~and torevised ~~estimate~~financial ~~an intangible asset’s useful life under SFAS No~~statements. ~~142.~~ The guidance in ~~the~~ASU ~~new~~No. 2010-09 ~~staff position~~became iseffective toupon beissuance. ~~applied prospectively to intangible assets acquired after December 31~~Accordingly, ~~2008.~~the InCompany ~~addition,~~adopted ~~FSP~~ASU No.~~142~~ 2010-309 ~~increases~~in ~~the~~its ~~disclosure requirements~~second ~~related~~quarter toof ~~renewal~~fiscal oryear-end ~~extension assumptions~~2010. The ~~Company~~adoption ~~does not believe implementation~~ of ~~FSP~~ASU No. ~~142~~ 2010-309 ~~have~~did anot ~~material~~have an impact on ~~its~~the Company’s consolidated condensed financial statements.

In ~~May 2008~~January 2010, the FASB issued ~~statement~~ASU No. 2010-06, ~~162~~“Improving Disclosures About Fair Value Measurements” (“ASU No. 2010-06”), ~~THE~~an ~~HIERARCHY~~amendment OFto ~~GENERALLY~~ASC ~~ACCEPTED ACCOUNTING~~Topic ~~PRINCIPLES~~820. ~~This~~ASU ~~statement~~No. 2010-06 ~~identifies~~amends ~~the~~ASC ~~sources~~Topic 820 to add new requirements for: (1) disclosures about transfers of ~~accounting principles~~assets and ~~the~~liabilities ~~framework~~measured ~~for~~at ~~selecting~~fair value into and out of Levels 1 and 2 of the ~~principles~~fair value measurement hierarchy, and (2) separate disclosures on a gross basis about purchases, sales, issuances, and settlements relating to beLevel ~~used~~3 inmeasurements. It also clarifies existing fair value disclosures about the ~~preparation~~ level of ~~financial~~disaggregation ~~statements~~and ofabout ~~nongovernmental~~inputs ~~entities~~and valuation techniques used to measure fair value. ASU No. 2010-06 also amends guidance on employers’ disclosures about postretirement benefit plan assets under ASC Topic 715, “Compensation – Retirement Benefits – Defined Benefits Plans – General – Disclosure,” to require that ~~are presented~~disclosures inbe ~~conformity~~provided ~~with~~by ~~generally~~classes ~~accepted~~of ~~accounting~~assets ~~principles~~instead ~~(GAAP)~~of by major categories of assets. The guidance in ASU No. 2010-06 is effective for the ~~United~~first ~~States~~reporting period (~~the~~including ~~GAAP~~interim ~~hierarchy~~periods). ~~This~~beginning ~~statement~~after isDecember 15, ~~effective~~2009, 60except ~~days following~~for the ~~SEC’s~~requirement ~~approval~~to ofprovide the ~~Public~~Level ~~Company~~3 ~~Accounting~~activity ~~Oversight~~of ~~Board amendments~~purchases, tosales, AUissuances, ~~Section~~and ~~411~~settlements on a gross basis, “which will be effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. In the ~~Meaning~~period of ~~Present~~initial ~~Fairly~~adoption, inentities ~~Conformity~~will ~~With Generally~~not ~~Accepted~~be ~~Accounting~~required ~~Principles”~~to provide the amended disclosures for any previous periods presented for comparative purposes. However, those disclosures are required for periods ending after initial adoption.

~~In May 2008~~Accordingly, the ~~FASB~~Company ~~issued~~adopted ~~FSP~~ASU ~~Accounting Principles Board ("APB") 14~~No. 2010-106 ~~"Accounting for~~in ~~Convertible~~its ~~Debt~~second ~~instruments~~quarter ~~That~~of ~~May~~fiscal Beyear-end ~~Settled~~2010, inexcept ~~Cash~~for ~~upon~~the ~~Conversion (Including~~requirement ~~Partial~~to ~~Cash~~provide ~~Settlement)"~~separate ~~("FSP~~disclosures ~~APB~~about ~~14-1").~~purchases, ~~FSP~~sales, ~~APB~~issuances, ~~14-1~~and ~~requires~~settlements ~~the issuer~~relating ofto ~~certain~~Level ~~convertible~~3 ~~debt~~measurements, ~~instruments~~which ~~that~~will ~~may~~ be ~~settled~~adopted infor ~~cash~~the ~~(or other~~Company’s ~~assets)~~fiscal onyear-end ~~conversion~~2012. toSince ~~separately~~the ~~account~~Company ~~for~~did ~~the~~not ~~liability~~have ~~(debt)~~any ~~and equity~~transfers ~~(conversion~~into ~~option)~~and ~~components~~out of ~~the~~Levels ~~instrument~~1 inand a2, ~~manner that reflects~~ the ~~issuer's~~adoption ~~non-convertible~~of ~~debt~~ASU ~~borrowing rate~~No. ~~FSP APB 14~~ 2010-106 ~~is effective~~did ~~for~~not ~~fiscal~~have ~~years~~an ~~beginning~~impact ~~after~~on ~~December~~the ~~15,~~Company’s ~~2008~~consolidated oncondensed afinancial ~~retroactive basis~~statements. AsSimilarly, wesince dothe Company does not ~~have~~own ~~convertible~~any ~~debt~~Level at3 ~~this~~financial ~~time~~instruments, wethe ~~currently~~adoption ~~believe~~of ~~the adoption~~this portion of ~~FSP~~ASU ~~APB~~No. 2010-06 14for fiscal year-1end ~~will~~2012 ~~have~~is nonot ~~effect~~expected onto ~~our~~have ~~combined~~an ~~results~~impact ~~of operations~~on ~~and~~the Company’s consolidated financial ~~condition~~statements.

In May 2008, the FASB issued Statement No. 163, ACCOUNTING FOR FINANCE GUARANTEE INSURANCE CONTRACTS - AN INTERPRETATION OF FASB STATEMENT NO. 60. The premium revenue recognition approach for a financial guarantee insurance contract links premium revenue recognition to the amount of insurance protection and the period in which it is provided. For purposes of this statement, the amount of insurance protection provided is assumed to be a function of the insured principal amount outstanding, since the premium received requires the insurance enterprise to stand ready to protect holders of an insured financial obligation from loss due to default over the period of the insured financial obligation. This Statement is effective for financial statements issued for fiscal years beginning after December 15, 2008.14

In June 2008, the FASB issued FASB Staff Position Emerging Issues Task Force (EITF) No. 03-6-1, DETERMINING WHETHER INSTRUMENTS GRANTED IN SHARE-BASED PAYMENT TRANSACTIONS ARE PARTICIPATING SECURITIES (“FSP EITF No. 03-6-1”). Under FSP EITF No. 03-6-1, unvested share-based payment awards that contain rights to receive nonforfeitable dividends (whether paid or unpaid) are participating securities, and should be included in the two-class method of computing EPS. FSP EITF No. 03-6-1 is effective for fiscal years beginning after December 15, 2008, and interim periods within those years, and is not expected to have a significant impact on the Company’s financial statements.

China Metallic Resources, Inc.

(A Development Stage Company)

Notes to Financial Statements

July 31, ~~2009~~ 2010

In ~~April~~ December 2009, the FASB issued ~~FSP~~ASU ~~157~~No. 2009-417, ~~DETERMINING~~“Improvements ~~FAIR~~to ~~VALUE~~Financial ~~WHEN~~Reporting ~~THE VOLUME~~by ~~AND~~Enterprises ~~LEVEL~~Involved OFwith ~~ACTIVITY~~Variable ~~FOR~~Interest ~~THE~~Entities ~~ASSET OR LIABILITY HAVE SIGNIFICANTLY DECREASED AND IDENTIFYING TRANSACTIONS THAT ARE NOT ORDERLY~~ (“~~FSP~~ASU ~~157~~2009-417”)”. ~~FSP 157~~ASU 2009-417 ~~provides~~amends ~~additional~~the ~~guidance~~variable-interest ~~for~~entity ~~estimating~~guidance ~~fair value~~ in ~~accordance~~FASB ~~with SFAS~~ASC ~~157~~810-10-05-8 ~~when~~to clarify the ~~volume~~accounting ~~and~~treatment ~~level~~for oflegal ~~activity~~entities ~~for~~in ~~the~~which ~~asset~~equity orinvestors ~~liability~~do not have ~~significantly~~ ~~decreased.~~sufficient ~~FSP~~equity ~~157-4~~at ~~also~~risk ~~includes~~for ~~guidance~~the onentity ~~identifying circumstances~~to ~~that~~finance ~~indicate~~its aactivities ~~transaction~~without isfinancial ~~not orderly~~support. ~~FSP~~ASU ~~157~~2009-417 isshall be effective ~~for~~ ~~interim~~as ~~and~~of ~~annual~~the ~~reporting~~beginning ~~periods~~of ~~ending~~each ~~after~~reporting ~~June 15,~~entity’s ~~2009,~~first ~~with early~~annual ~~adoption~~reporting ~~permitted~~period ~~for~~that ~~periods~~begins ~~ending~~ after ~~March~~November 15, 2009. ~~FSP~~ASU ~~157~~2009-417 ~~does not~~is ~~require~~effective ~~disclosures~~ for ~~earlier~~the ~~periods~~Company ~~presented~~in ~~for~~the ~~comparative~~first ~~purposes at~~quarter ~~initial~~of ~~adoption~~fiscal 2011. InThe ~~periods~~Company ~~after~~is ~~initial~~currently ~~adoption,~~evaluating ~~FSP 157-4 requires comparative disclosures only for periods ending after initial adoption. The adoption of~~ the ~~provisions~~effect of ~~FSP~~ASU ~~157~~2009-417 ison ~~not~~its ~~anticipated~~financial tostatements ~~materially~~and ~~impact on~~results ~~the~~of ~~Company’s~~operation ~~results~~and ofis ~~operations~~currently ornot ~~the~~yet ~~fair~~in ~~values~~a ofposition ~~its~~to ~~assets~~determine ~~and liabilities~~such effects.

In ~~May~~ August 2009, the FASB issued ~~SFAS~~Accounting Standards Update (“ASU”) No. ~~165~~2009-05, ~~SUBSEQUENT~~“Measuring ~~EVENTS~~Liabilities (at Fair Value”, which is codified as ASC 820, “~~SFAS~~Fair ~~165~~Value Measurements and Disclosures”). ~~SFAS 165~~ ~~establishes~~This ~~general~~Update ~~standards~~provides ~~for~~amendments ~~accounting~~to ~~for~~ASC 820-10, Fair Value Measurements and ~~disclosure~~Disclosures –Overall, for the fair value measurement of ~~events~~ liabilities. This Update provides clarification that ~~occur~~in ~~after~~circumstances ~~the~~in ~~balance~~which ~~sheet~~a ~~date~~quoted ~~but~~price ~~before~~in ~~financial~~an ~~statements are~~active ~~issued~~market orfor the identical liability is not available, a reporting entity is required to bemeasure ~~issued~~fair ~~and~~value ~~was~~using ~~effective~~a valuation technique that uses the quoted price of the identical liability when traded as an asset, quoted prices for ~~interim~~similar ~~and~~liabilities ~~annual periods~~or ~~ending~~similar ~~after~~liabilities ~~June~~when 15traded as assets, ~~2009.~~or ~~The~~that ~~adoption~~is consistent with the principles of ~~SFAS~~ASC No820. ~~165~~The ~~did~~amendments ~~not~~in ~~have~~this ~~an impact~~Update onalso clarify that when estimating the ~~Company’s~~fair ~~results~~value of ~~operations~~a liability, a reporting entity is not required to include a separate input or ~~financial~~adjustment ~~condition~~to other inputs relating to the existence of a restriction that prevents transfer of the liability. The ~~Company~~ ~~evaluated~~amendments ~~all~~in ~~subsequent~~this ~~events~~Update also clarify that ~~occurred~~both ~~from~~a ~~July~~quoted 1,price ~~2009~~in ~~through September~~an ~~30,~~active ~~2009,~~market ~~inclusive,~~for the identical liability at the measurement date and ~~does~~the ~~not~~quoted ~~found~~price ~~any~~for ~~material~~the ~~subsequent~~identical ~~events~~ liability when traded as an asset in an active market when no adjustments to the quoted price of the assets are required are Level 1 fair value measurements. ASC 820 is effective for the first reporting period (including interim periods) beginning after August 28, 2009. The adoption of this Update did not have a significant impact to ~~disclose~~the Company’s financial statements.

In June 2009, the FASB ~~issued~~established ~~SFAS~~the ~~No. 166~~FASB ~~ACCOUNTING~~Accounting ~~FOR~~Standards ~~TRANSFERS~~Codification ~~OF FINANCIAL ASSETS~~ (~~“SFAS 166~~ASC). ~~This~~as ~~statement~~the issingle ~~intended~~source toof ~~improve~~authoritative ~~the relevance,~~U.S ~~representational~~generally ~~faithfulness,~~accepted ~~and~~accounting ~~comparability~~principles of(GAAP) ~~the~~recognized ~~information that~~by athe ~~reporting~~FASB ~~entity~~to ~~provides~~be inapplied ~~its~~to ~~financial~~nongovernmental ~~reports~~entities. ~~about~~Rules aand ~~transfer~~interpretive releases of ~~financial~~ ~~assets;~~ the ~~effects~~Securities ofand aExchange ~~transfer~~Commission on(“SEC”) ~~its~~under ~~financial~~authority ~~position,~~of ~~financial performance,~~federal ~~and~~securities ~~cash~~laws ~~flows;~~are ~~and~~also asources ~~transferor’s~~of ~~continuing~~authoritative ~~involvement~~GAAP ~~in transferred~~for ~~financial~~SEC ~~assets~~registrants. ~~This~~The ~~Statement~~ASC ~~must~~superseded beall ~~applied~~previously asexisting ofnon-SEC ~~the~~accounting ~~beginning of~~and ~~each~~ reporting ~~entity’s first annual reporting period that begins after November 15~~standards, ~~2009,~~ and isany ~~required~~prior tosources beof ~~adopted~~U.S. byGAAP ~~the~~not ~~Company~~included in the ~~first~~ ~~quarter~~ASC ofor ~~fiscal~~grandfathered ~~year~~are ~~2011~~not authoritative. ~~Earlier~~New ~~application~~accounting isstandards ~~prohibited.~~issued ~~This Statement~~subsequent ~~must~~to beJune ~~applied~~30, to2009 ~~transfers~~are ~~occurring~~communicated onby orthe ~~after~~FASB ~~the~~through ~~effective~~Accounting ~~date~~Standards Updates (ASUs). The ~~Company~~ASC ~~does~~did not ~~expect~~change ~~the~~current ~~adoption~~U.S. ofGAAP ~~SFAS~~but ~~166~~changes tothe ~~have~~approach aby ~~material~~referencing ~~impact on~~authoritative ~~the~~literature ~~Company’s~~by ~~financial~~topic ~~position,~~(each ~~results~~a of“Topic”) ~~operations~~rather ~~and~~than ~~cash flows~~by type of standard.

InAdoption ~~June 2009,~~of the ~~FASB~~ASC ~~issued~~did ~~SFAS~~not ~~No.~~have ~~168,~~a ~~THE~~material ~~FASB~~impact ~~ACCOUNTING~~on ~~STANDARDS~~the ~~CODIFICATION AND~~Company’s ~~THE~~financial ~~HIERARCHY~~statements, OFbut ~~GENERALLY~~references ~~ACCEPTED~~in ~~ACCOUNTING PRINCIPLES (“SFAS No. 168”). SFAS No. 168 will become~~ the ~~single~~Company’s ~~source~~notes ofto ~~authoritative~~financial ~~nongovernmental~~statements ~~U.S. generally~~to ~~accepted~~former ~~accounting~~FASB ~~principles (“GAAP”)~~positions, ~~superseding existing FASB~~statements, ~~American~~ ~~Institute of Certified Public Accountants~~interpretations, ~~Emerging Issues Task Force (“EITF”)~~opinions, ~~and~~bulletins ~~related~~or ~~accounting~~other ~~literature. SFAS No. 168 reorganizes the thousands of GAAP~~ pronouncements ~~into~~are ~~roughly~~now 90presented ~~accounting~~as ~~topics~~references ~~and~~to ~~displays them using a consistent structure. Also included is relevant Securities and Exchange Commission guidance organized using~~ the ~~same~~corresponding ~~topical~~Topic ~~structure~~ in ~~separate~~ sections. SFAS No. 168 will be effective for financial statements issued for reporting periods that end after September 15, 2009. The adoption of SFAS No. 168 is not expected to have a material impact on the ~~Company’s consolidated results of operations and financial condition~~ASC.

~~Other accounting~~Effective ~~standards~~January ~~that~~1, ~~have~~2009, FASB issued orFASB ~~proposed~~ASC by350-30 ~~the~~and ~~FASB~~ASC or275-10-50 ~~other standards~~(formerly FSP FAS 142-~~setting~~3, ~~bodies~~“Determination of the Useful Life of Intangible Assets”), which amends the factors that doshould ~~not~~be ~~require~~considered ~~adoption~~in ~~until~~developing renewal or extension assumptions used to determine the useful life of a ~~future~~recognized ~~date~~intangible asset under SFAS No. 142 ("SFAS 142"), “Goodwill and ~~are~~ ~~not~~Other ~~expected~~Intangible toAssets.” The adoption of these revised provisions did not have a material impact on the ~~financial~~Company’s ~~statements~~Financial ~~upon adoption~~Statements.

16Effective January 1, 2009, the Company adopted FASB ASC 805-10, (formerly SFAS 141R, "Business Combinations"), which establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non-controlling interest in an acquiree and the goodwill acquired. In addition, the provisions in this ASC require that any additional reversal of deferred tax asset valuation allowance established in connection with fresh start reporting on January 7, 1998 be recorded as a component of income tax expense rather than as a reduction to the goodwill established in connection with the fresh start reporting. The Company will apply ASC 805-10 to any business combinations subsequent to adoption.

Effective July 1, 2009, the Company adopted FASB ASC 825-10-65 (formerly FASB Staff Position (“FSP”) No. FAS 107-1 and Accounting Principles Board 28-1, "Interim Disclosures about Fair Value of Financial Instruments"), which amends previous guidance to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. The adoption of FASB ASC 825-10-65 did not have a material impact on the Company’s financial statements.

China Metallic Resources, Inc.

(A Development Stage Company)

Notes to Financial Statements

July 31, ~~2009~~ 2010

Effective July 1, 2009, the Company adopted FASB ASC 820-10-65 (formerly FSP FAS 157-4, "Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly"), which provides guidance on how to determine the fair value of assets and liabilities when the volume and level of activity for the asset or liability has significantly decreased when compared with normal market activity for the asset or liability as well as guidance on identifying circumstances that indicate a transaction is not orderly. The adoption of ASC 820-10-65 did not have a material impact on the Company’s financial statements.

Effective July 1, 2009, the Company adopted FASB ASC 855-10 (formerly SFAS 165, “Subsequent Events”), which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date, but before financial statements are issued or are available to be issued. Adoption of ASC 855-10 did not have a material impact on the Company’s financial statements.

Other accounting standards that have issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date and are not expected to have a material impact on the financial statements upon adoption.

Note 2 Going Concern

As reflected in the accompanying financial statements, the Company has a net loss of $103,~~106~~922 and net cash used in operations of $212,~~533~~240 for the year ended July 31, ~~2009~~2010; and a working capital deficit of $2327,~~906~~828, deficit accumulated during the development stage of $2327,~~907~~829 and a stockholder’s deficit of $2327,~~906~~828, at July 31, ~~2009~~2010. In addition, the Company is in the development stage and has not yet generated any revenues. The ability of the Company to continue as a going concern is dependent upon the Company's ability to further implement its business plan and to continue to raise funds through debt or equity raises. The financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 3 Loan Payable – Related Party

During the year ended July 31, ~~2009~~2010, the Company’s stockholder loaned the Company $2123,~~533~~733. These advances are non-interest bearing, unsecured and due on demand.

Note 4 Stockholder’s Deficit

During the year ended July 31, ~~2009~~2010, the Company issued 100,000 shares of common stock to its founder, having a fair value of $1 ($0.00001/share), for pre-incorporation services.

~~Note 5 Income Taxes~~16

SFAS 109 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carry forwards. SFAS 109 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets.

The Company has a net operating loss carry forward for tax purposes totaling $23,907 at July 31, 2009, expiring through the year 2028. Internal Revenue Code Section 382 places a limitation on the amount of taxable income that can be offset by carry forwards after a change in control (generally greater than a 50% change in ownership). Temporary differences, which give rise to a net deferred tax asset, are as follows:

Significant deferred tax assets at July 31, 2009 are as follows:

Gross deferred tax assets:
Net operating loss carry forwards	$	8,128
Total deferred tax assets		8,128
Less: valuation allowance		(8,128	)
Net deferred tax asset recorded	$	-

The valuation allowance at April 30, 2009 was $7,231. The net change in valuation allowance during the year ended July 31, 2009, was an increase of $897. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of July 31, 2009.

China Metallic Resources, Inc.

(A Development Stage Company)

Notes to Financial Statements

July 31, ~~2009~~ 2010

~~The actual~~Note ~~tax~~5 ~~benefit~~Income ~~differs from the expected tax benefit for the year ended July 31, 2009 (computed by applying the U.S. Federal Corporate tax rate of 34% to income before taxes) as follows:~~Taxes

Expected tax expense (benefit) - Federal	$	(8,128	)
Change in valuation allowance		8,128
Actual tax expense (benefit)	$	-

18The Company has a net operating loss carry forward for tax purposes totaling $27,829 at July 31, 2010, expiring through the year 2028. Internal Revenue Code Section 382 places a limitation on the amount of taxable income that can be offset by carry forwards after a change in control (generally greater than a 50% change in ownership). Temporary differences, which give rise to a net deferred tax asset, are as follows:

Significant deferred tax assets at July 31, 2010 are as follows:

Gross deferred tax assets:
Net operating loss carryforwards	$	9,461
Total deferred tax assets		9,461
Less: valuation allowance		(9,461	)
Net deferred tax asset recorded	$	-

The valuation allowance at July 31, 2009 was $8,128. The net change in valuation allowance during the year ended July 31, 2010, was an increase of $1,333. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of July 31, 2010.

The actual tax benefit differs from the expected tax benefit for the year ended July 31, 2010 (computed by applying the U.S. Federal Corporate tax rate of 34% to income before taxes) as follows:


Expected tax expense (benefit) - Federal	$	(1,333	)
Change in valuation allowance		1,333
Actual tax expense (benefit)	$	-

Item 9. Changes in and Disagreements with Accountants on Accounting and Financing Disclosure.

Our accountant is Parker Randall CF (H.K.) CPA Limited, independent certified public accountants. We do not presently intend to change accountants. At no time have there been any disagreements with such accountants regarding any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.

Item 9A. Controls and Procedures.

Evaluation of disclosure controls and procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of July 31, ~~2009~~2010. Based on this evaluation, our principal executive officer and principal financial officers have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that our disclosure and controls are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of the Company is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. The Company’s internal control over financial reporting is designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements in accordance with United State’s generally accepted accounting principles (US GAAP), including those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with US GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Management conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of our internal control over financial reporting. Based on this assessment, Management concluded the Company maintained effective internal control over financial reporting as of July 31, ~~2009~~ 2010.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

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

ITEM 9B. OTHER INFORMATION

None

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Our executive officer’s and director’s and their respective ages as of November 31, ~~2009~~ 2010 are as follows:

Name	Age	Position

Wong Wa Kei Anthony	44	President and Director

19Wong Wa Kei Anthony, President and Director, was previously working in the corporate finance field and various consulting jobs working on listing services in the Hong Kong and US Capital markets. He performed consulting jobs for corporate clients in Hong Kong. Mr. Wong also serves as president and director of China Advanced MediTech, Inc., Asia Health and Beauty Treasure Inc., China Timber Work Enterprise Inc. and Maxconcept International Holdings, Inc. Mr. Wong received a BBA in 1988 from Georgia State University.

Term of Office

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

Significant Employees

The Company has no significant employees other than the executive employees and directors described above.

No Audit Committee or Financial Expert

The Company does not have an audit committee or a financial expert serving on the Board of Directors. The Company plans to form and implement an audit committee and hire a Chief Financial Officer who also may serve on the Board of Directors.

Code of Ethics

The Company does not have a code of ethics for our principal executive and financial officers. The Company's management intends to promote honest and ethical conduct, full and fair disclosure in our reports to the SEC, and compliance with applicable governmental laws and regulations.

Section 16(a) Beneficial Ownership Reporting Compliance

Under Section 16(a) of the Exchange Act, all executive officers, directors, and each person who is the beneficial owner of more than 10% of the common stock of a company that files reports pursuant to Section 12 of the Exchange Act of 1934, are required to report the ownership of such common stock, options, and stock appreciation rights (other than certain cash only rights) and any changes in that ownership with the Securities and Exchange Commission. The Company has not registered as a public company under Section 12 of the Securities Exchange Act of 1934, and therefore no reports have been filed under Section 16(a) thereunder.

Item 11. Executive Compensation.

The Company’s officers and directors have not received any cash remuneration since inception. They will not receive any remuneration until the consummation of an acquisition. No remuneration of any nature has been paid for on account of services rendered by a director in such capacity. Our officers and directors intend to devote very limited time to our affairs.

It is possible that, after the Company successfully consummates a business combination with an unaffiliated entity, that entity may desire to employ or retain one or a number of members of our management for the purposes of providing services to the surviving entity. However, the Company has adopted a policy whereby the offer of any post-transaction employment to members of management will not be a consideration in our decision whether to undertake any proposed transaction.

No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees.

There are no understandings or agreements regarding compensation our management will receive after a business combination that is required to be included in this table, or otherwise.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

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 November 31, ~~2009~~ 2010 and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly.

Name and Address		Amount and Nature of Beneficial Ownership			Percentage of Class
Wong Wa Kei Anthony (1) Room 405, 4/F., Wing Ming Industrial Centre 15 Cheung Yue Street, Cheung Sha Wan Kowloon, Hong Kong			100,000(1)			100%

(1)

Wong Wa Kei Anthony serves as President and Director of the Company.

Item 13. Certain Relationships and Related Transaction, and Director Independence

Except as otherwise indicated herein, there have been no related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-B (discuss with me).

Item 14. Principal Accounting Fees and Services.

The aggregate fees billed for the most recently completed fiscal year ended July 31, 2009 and for fiscal year ended July 31, 2008 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-QSB and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

	Years Ended
	July 31, 2009		July 31, 2008
	July 31, 2010		July 31, 2009
Audit Fees	$	61,000	$	-6,000
Audit Related Fees		-		-
Tax Fees		~~1,375~~465		-1,375
All Other Fees		2,~~731~~457		132,~~801~~731
Total	$	103,~~106~~922	$	1310,~~801~~106

Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a) Financial Statements

(1) Financial statements for our company are listed in the index under Item 8 of this document

(b) Exhibits

EXHIBIT
NUMBER	DESCRIPTION
3.1	Articles of Incorporation*
3.2	By-Laws*
31.1	Section 302 Certification
32.1	Section 906 Certification

* Incorporated herein by reference to Form 10 filed on September 17, 2008.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: November 101, ~~2009~~2010

By /s/ Wong Wa Kei Anthony

Wong Wa Kei Anthony

President, Secretary,

Chief Financial Officer and Director

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Wong Wa Kei Anthony	President, Secretary, Chief Financial Officer and Director	November 101, ~~2009~~2010
Wong Wa Kei Anthony	~~Chief Financial Officer and Director~~

2221

Name and Address

Amount and Nature of Beneficial Ownership

Percentage

of Class

Wong Wa Kei Anthony (1)

Room 405, 4/F., Wing Ming Industrial Centre

15 Cheung Yue Street, Cheung Sha Wan

Kowloon, Hong Kong