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EX-32 - Avatar Ventures Corp.avatarex32.txt
EX-31 - Avatar Ventures Corp.avatarex31.txt


               U.S. Securities and Exchange Commission

                        Washington, D.C. 20549



                              FORM 10-Q

[ X ]            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
             OF  THE SECURITIES AND EXCHANGE ACT OF 1934

           For the quarterly period ended October 31, 2010



                                  or



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



         For the transition period from _____________________

                    Commission File No. 333-147037



                        Avatar Ventures Corp.

            ---------------------------------------------

            (Name of small business issuer in its charter)



              Nevada                                N/A


       (State of Incorporation)             (I.R.S. Employer
       Identification No.)





POSTAL CODE 130021, BOX 2225, MING DE ROAD POST OFFICE, CHAO YANG,
                       CHANG CHUN CHINA 1300006


---------------------------------------------------------------------

               (Address of principal executive offices)



                             949-209-7970

                  ----------------------------------

         (Registrant's telephone number, including area code)



                                  -

                      -------------------------

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

Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes X No 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,"
"accelerated filer" and "smaller reporting company" in Rule 12b-2 of
the Exchange Act. (Check one):

Large accelerated filer o

 Accelerated filer o

 Non-accelerated filer o

 Smaller reporting company X
 (Do not check if a smaller reporting company)


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

The number of shares outstanding of the Registrant's common stock,
par value $.001 per share, at December 17, 2010 was 7,000,000
shares.





1

Part I - FINANCIAL INFORMATION

Avatar Ventures Corp.

(A Development Stage Company)

Balance Sheets

                                                            
                                              
                                        October     July 31,
                                        31, 2010    2010



Assets

Current Assets - Cash and Cash          $16         $216
Equivalents

TOTAL ASSETS                            $16         $216

Liabilities

Current Liabilities

             Accounts Payable and       $9,050      $6,050
Accrued Liabilities -          Related
Party

             Loan from Related Party    $15,855     $15,855

TOTAL CURRENT LIABILITIES               $24,905     $21,905

Stockholders' Equity - Common Stock

             Authorized:75,000,000
common shares at $0.001 par value

            Issued and Outstanding:     7,000       7,000
7,000,000 common shares issued and
outstanding as of October 31, 2010 and
July 31, 2010

     (4,500,000 common shares as of
July 31, 2007)                          22,500      22,5000
Additional Paid-in Capital

Deficit accumulated during the          $(54,389)   $(51,189)
developmental stage

TOTAL STOCKHOLDERS' EQUITY              $(24,889)   $(21,689)

TOTAL LIABILITIES AND STOCKHOLDERS'     $16         $216
EQUITY


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


Avatar Ventures Corp.
(A Developmental Stage Company)
Statement of Cash Flows



                                              
                                   For the    For the  August
                                   Three      Three    14, 2006
                                   Months     Months   (Inception)
                                   Ended      Ended
                                   October    October  to
                                   31, 2010   31, 2009 October
                                                       31, 2010

Cash Flow from Operating
Activities

     Net loss for the Period       $(3,200)   $(2,500) $(54,389)

Changes in non-cash working
capital items

     Increase (Decrease) in        -          -
Subscription Receivable

     Increase (Decrease) in        $3,000     $1,500   $9,050
Accounts Payable

Net Cash Flow Used in Operating    $(200)     $(1,000) $(45,339)
Activities

Financing Activities

     Share Capital Subscribed      -          -        $29,500

     Shareholder Loan              -          $1,000   $15,855

Net Cash Flow Provided by          -          $1,000   $45,355
Financing Activities

Cash Increase during the Period    $(200)     -        $16

Cash, Beginning of Period          $216       $48      -

Cash, End of Period                $16        $48      $16


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

                        Avatar Ventures Corp.
                    (A Development Stage Company)
                       Statements of Operations



                         


            Three        October  From
            Months       31, 2009 August 14,
            Ended                 2006
            October 31,           (Inception)
            2010
                                  to October
                                  31, 2010

General
and
Administrative
Expenses

Filing Fees -            -        $498

            $3,000       $2,500   $52,897
Professional
Fees

Office      $200         -        $200
Expense

Bank        -            -        $793
Charges

Net (loss)  $(3,200)     $(2,500) $(54,389)
for the
period

Net (loss)  0.00         0.00     0.00
per share
- Basic
and Diluted

Weighted    7,000,000   7,000,000
Average
Shares
Outstanding

- Basic
and Diluted












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




Avatar Ventures Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
For the Three Months ended October 31, 2010

1. Nature and Continuance of Operations
Avatar Ventures Inc. was incorporated on August 14, 2006, under the
laws of the State of Nevada, U.S.A. Operations started on that Date.
Avatar Ventures Inc. is a company that is commencing operations as a
developer of aftermarket electronic accessories for motor vehicles.
These financial statements have been prepared on a going concern
basis. The Company has accumulated a deficit of $54,389 since
inception and has yet to achieve profitable operations and further
losses are anticipated in the development of its business, raising
substantial doubt about the Company's ability to continue as a going
concern. Its ability to continue as a going concern is dependent
upon the ability of the Company to generate profitable operations in
the future and/or to obtain the necessary financing to meet its
obligations and repay its liabilities arising from normal business
operations when they come due. Management plans to continue to
provide for its working capital needs by seeking loans from its
shareholders. These financial statements do not include any
adjustments to the recoverability and classification of assets, or
the amount and classification of liabilities that may be necessary
should the Company be unable to continue as a going concern.
The company's year-end is July 31.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Company have been prepared in
accordance with accounting- principles generally accepted in the
United States of America. Because a precise determination of many
assets and liabilities is dependent upon future events, the
preparation of financial statements for a period necessarily
involves the use of estimates, which have been made using careful
judgment. Actual results may vary from these estimates.
The financial statements have, in management's opinion, been
properly prepared within the framework of the significant accounting
policies summarized below:

Foreign Currency Translation
Monetary assets and liabilities denominated in foreign currencies
are translated into US dollars at the period end exchange rate,
non-monetary assets are translated at historical exchange rates and
all income and expenses are translated at average exchange rates
prevailing during the period. Foreign currency translation
adjustments are included in income.

Fair Value of Financial Instruments
The respective carrying value of certain on-balance sheet financial
instruments approximate their fair values. These financial
statements include cash, receivables, advances receivable, cheques
issued in excess of cash, accounts payable and property obligations
payable. Unless otherwise noted, it is management's opinion that the
Company is not exposed to significant interest, currency or credit
risks arising from these financial instruments. Unless otherwise
noted, fair values were assumed to approximate carrying values for
these financial instruments since they are short term in nature and
their carrying amounts approximate fair values or they are
receivable or payable on demand.

Use of Estimates
The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results
could materially differ from these estimates.

Development Stage Company
The Company complies with the FASB Accounting Standards Codification
(ASC) Topic 915 Development Stage Entities for its characterization
of the Company as development stage.

Impairment of Long Lived Assets
Long-lived assets are reviewed for impairment in accordance with ASC
Topic 360, "Accounting for the Impairment or Disposal of Long- lived
Assets". Under ASC Topic 360, long-lived assets are tested for
recoverability whenever events or changes in circumstances indicate
that their carrying amounts may not be recoverable. An impairment
charge is recognized or the amount, if any, which the carrying value
of the asset exceeds the fair value.

Financial Instruments
The carrying value of the Company's financial instruments consisting
of cash equivalents and accounts payable and accrued liabilities
approximates their fair value because of the short maturity of these
instruments. Unless otherwise noted, it is management's opinion that
the Company is not exposed to significant interest, currency or
credit risks arising from these financial instruments.

Income Taxes
The Company uses the assets and liability method of accounting for
income taxes in accordance with FASB Topic 740  "Accounting for
Income Taxes". Under this method, deferred tax assts and liabilities
are recognized for the future tax consequences attributable to
temporary differences between the financial statements carrying
amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years
in which those temporary differences are expected to be recovered or
settled.

Basic and Diluted Net Loss Per Share
In accordance with FASB Topic 260, "Earnings Per Share', the basic
net loss per common share is computed by dividing net loss available
to common stockholders by the weighted average number of common
shares outstanding. Diluted net loss per common share is computed
similar to basic net loss per common share except that the
denominator is increased to include the number of additional common
shares that would have been outstanding if the potential common
shares had been issued and if the additional common shares were
dilutive. As at October 31, 2010, diluted net loss per share is
equivalent to basic net loss per share.

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

3. SHARE CAPITAL
On July 21, 2007, the Company issued 4,500,000 common shares at
$0.001 per share to the sole director of the Company for total
proceeds of $4,500.

On May 20, 2008, the Company issued 2,500,000 common shares at $0.01
per share for total proceeds of $ 25,000.

Authorized - 75,000,000 common shares with a par value of $0.001 per
share.

Issued - 7,000,000 common shares at a price of $0.001 per share
                                    Shares
                                    #    $
Balance, October 31, 2010     7,000,000 29,500

4. RELATED PARTY TRANSACTIONS
The Company's sole officer has loaned the company $15,855, without
interest and fixed term of repayment.







Item 2: Management's Discussion and Analysis of Financial Condition
and Results of Operations

Caution about Forward-Looking Statements

This quarterly report contains forward-looking statements. These
statements relate to future events or our future financial
performance. In some cases, you can identify forward-looking
statements by terminology such as "may", "should", "expects",
"plans", "anticipates", "believes", "estimates", "predicts",
"potential" or "continue" or the negative of these terms or other
comparable terminology. These statements are only predictions and
involve known and unknown risks, uncertainties and other factors,
that may cause our or our industry's actual results, levels of
activity, performance or achievements to be materially different
from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking
statements. Although we believe that the expectations reflected in
the forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements.
Except as required by applicable law, including the securities laws
of the United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual
results.

Our unaudited financial statements are stated in United States
Dollars (US$) and are prepared in accordance with United States
Generally Accepted Accounting Principles. The following discussion
should be read in conjunction with our financial statements and the
related notes that appear elsewhere in this quarterly report. The
following discussion contains forward-looking statements that
reflect our plans, estimates and beliefs. Our actual results could
differ materially from those discussed in the forward looking
statements. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed below
and elsewhere in this quarterly report.

In this quarterly report, unless otherwise specified, all dollar
amounts are expressed in United States dollars. All references to
"US$" refer to United States dollars and all references to "common
shares" refer to the common shares in our capital stock.

As used in this quarterly report, the terms "we", "us", "our", "our
company" and "Avatar" mean Avatar Ventures Corp., unless otherwise
indicated.

Overview

Avatar Ventures Corp. was incorporated in the state of Nevada on
August 17, 2006. Avatar intends to be a developer of aftermarket
electronic accessories for consumer motor vehicles. The Company's
first product in development is a cellular phone car adapter which
enables to cellular text messages and wireless emails to be
displayed on a small LCD screen attached to the car's dashboard
area. Text message and emails received by the user's cellular phone
will be wirelessly transmitted to the car adapter via Bluetooth
technology. We expect that a working, prototype will be completed by
the end of July 2011. We currently have not advanced beyond the
business plan state from our inception until the date of this
filing. We anticipate that in order for us to begin
commercialization and sale of the product, we will need to raise
additional capital. We currently do not have any specific plans to
raise these funds.

Results of Operations

Avatar has not generated any revenues for the three months ended
October 31, 2010.

The Company experienced general and administration expenses of
$3,200 for the three months ended October 31, 2010, compared to
general and administration expenses of $2,500 for the three months
ended October 31, 2009. The increase in expenses experienced by the
Company has been related to a increase in professional expenses
spent by Company on maintaining the Company's status as a publicly
reporting company. Since the Company's inception of August 17, 2006,
the Company has experienced total general and administration
expenses of $54,389.

For the three months ended October 31, 2010, the company experienced
a net loss of $3,200.

Liquidity and Capital Resources

During the three months period ended October 31, 2010, the Company
satisfied its working capital needs by using capital raised from
issuing common shares to investors and loans from the director. As
of October 31, 2010, the Company has cash on hand in the amount of
$16. Management does not expect that the current level of cash on
hand will be sufficient to fund our operation for the next twelve
month period. In the event that additional funds are required to
maintain operations, our officers and directors have agreed to
advance us sufficient capital to allow us to continue operations. We
may also be able to obtain more future loans from our shareholders,
but there are no agreements or understandings in place currently.

We believe that we will require additional funding to expand our
business and ensure its future profitability. We anticipate that any
additional funding will be in the form of equity financing from the
sale of our common stock. However, we do not have any agreements in
place for any future equity financing. In the event we are not
successful in selling our common stock, we may also seek to obtain
short-term loans from our director.



Item 3. Quantitative Disclosures About Market Risks

As a "smaller reporting company", we are not required to provide the
information required by this Item.

Item 4. Controls and Procedures

We maintain disclosure controls and procedures that are designed to
ensure that information required to be disclosed in our reports
filed under the Securities Exchange Act of 1934, as amended, is
recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission's rules and
forms, and that such information is accumulated and communicated to
our management, including our president (our principal executive
officer, principal accounting officer and principal financial
officer) to allow for timely decisions regarding required
disclosure. In designing and evaluating our disclosure controls and
procedures, our management recognizes that any controls and
procedures, no matter how well designed and operated, can provide
only reasonable assurance of achieving the desired control
objectives, and our management is required to apply its judgment in
evaluating the cost-benefit relationship of possible controls and
procedures.

As of October 31, 2010, the end of the three month period year
covered by this report, our president (our principal executive
officer, principal accounting officer and principal financial
officer) carried out an evaluation of the effectiveness of the
design and operation of our disclosure controls and procedures.
Based on the foregoing, our president (our principal executive
officer, principal accounting officer and principal financial
officer) concluded that our disclosure controls and procedures were
effective as of the end of the period covered by this annual report.

There have been no changes in our internal controls over financial
reporting that occurred during the period ended October 31, 2010
that have materially affected, or are reasonably likely to
materially affect, our internal controls over financial reporting.





PART II: OTHER INFORMATION

Items 1. Legal Proceedings

We know of no material, existing or pending legal proceedings
against our company, nor are we involved as a plaintiff in any
material proceeding or pending litigation. There are no proceedings
in which any of our directors, officers or affiliates, or any
registered or beneficial shareholder, is an adverse party or has a
material interest adverse to our interest.

Item 1A. Risk Factors

Much of the information included in this quarterly report includes
or is based upon estimates, projections or other "forward looking
statements". Such forward looking statements include any projections
or estimates made by us and our management in connection with our
business operations. While these forward-looking statements, and any
assumptions upon which they are based, are made in good faith and
reflect our current judgment regarding the direction of our
business, actual results will almost always vary, sometimes
materially, from any estimates, predictions, projections,
assumptions or other future performance suggested herein.

Such estimates, projections or other "forward looking statements"
involve various risks and uncertainties as outlined below. We
caution the reader that important factors in some cases have
affected and, in the future, could materially affect actual results
and cause actual results to differ materially from the results
expressed in any such estimates, projections or other "forward
looking statements".

Our common shares are considered speculative during the development
of our new business operations. Prospective investors should
consider carefully the risk factors set out below.

RISKS RELATED TO OUR BUSINESS

Our auditors have issued a going concern opinion. This means we may
not be able to achieve our objectives and may have to suspend or
cease operations.

Our auditors have issued a going concern opinion as at December 17,
2010. This means that there is substantial doubt that we can
continue as an ongoing business without additional financing and/or
generating profits. If we are unable to do so, we will have to cease
operations and you will lose your investment.

Because all of our assets and our officers and directors are located
outside the United States of America, it may be difficult for an
investor to enforce within the United States any judgments obtained
against us or any of our officers and directors.

All of our assets are located outside of the United States and we do
not currently maintain a permanent place of business within the
United States. In addition, our directors and officers are nationals
and/or residents of countries other than the United States, and all
or a substantial portion of such persons' assets are located outside
the United States. As a result, it may be difficult for an investor
to effect service of process or enforce within the United States any
judgments obtained against us or our officers or directors,
including judgments predicated upon the civil liability provisions
of the securities laws of the United States or any state thereof. In
addition, there is uncertainty as to whether the courts of China and
other jurisdictions would recognize or enforce judgments of United
States courts obtained against us or our director and officer
predicated upon the civil liability provisions of the securities
laws of the United States or any state thereof, or be competent to
hear original actions brought in China or other jurisdictions
against us or our director and officer predicated upon the
securities laws of the United States or any state thereof.

Because we have only one officer and director who are responsible
for our managerial and organizational structure, in the future,
there may not be effective disclosure and accounting controls to
comply with applicable laws and regulations which could result in
fines, penalties and assessments against us.

We have only one officer and director. He is responsible for our
managerial and organizational structure which will include
preparation of disclosure and accounting controls under the Sarbanes
Oxley Act of 2002. When theses controls are implemented, they will
be responsible for the administration of the controls. Should they
not have sufficient experience, they may be incapable of creating
and implementing the controls which may cause us to be subject to
sanctions and fines by the SEC which ultimately could cause you to
lose your investment.

Because we do not maintain any insurance, if a judgment is rendered
against us, we may have to cease operations.

We do not maintain any insurance and do not intend to maintain
insurance in the future. Because we do not have any insurance, if we
are made a party to a lawsuit, we may not have sufficient funds to
defend the litigation. In the event that we do not defend the
litigation or a judgment is rendered against us, we may have to
cease operations.

Because all of our assets and our sole officer and directors are
located outside the United States of America, it may be difficult
for an investor to enforce within the United States any judgments
obtained against us or any of our officers and directors.

All of our assets are located outside of the United States. In
addition, our director and officer is a national and/or resident of
countries other than the United States, and all or a substantial
portion of such persons' assets are located outside the United
States. As a result, it may be difficult for an investor to effect
service of process or enforce within the United States any judgments
obtained against us or our officers or directors, including
judgments predicated upon the civil liability provisions of the
securities laws of the United States or any state thereof. In
addition, there is uncertainty as to whether the courts of China or
China or other jurisdictions would recognize or enforce judgments of
United States courts obtained against us or our director and officer
predicated upon the civil liability provisions of the securities
laws of the United States or any state thereof, or be competent to
hear original actions brought in China or other jurisdictions
against us, our sole officer and our directors predicated upon the
securities laws of the United States or any state thereof.

If we are not able to effectively respond to competition, our
business may fail.

There are many small software developers that sell software products
which are similar to our proposed business venture. Most of these
competitors have established businesses with a established customer
base. We will attempt to compete against these groups by offering a
much higher quality product compared to our competitors products
with a more customizable product. However, we cannot assure you that
such a strategy will be successful, or that competitors will not
copy our business strategy. Our inability to achieve sales and
revenues due to competition will have an adverse effect on our
business operations and financial condition.

We need to raise additional investment capital in the future in
order to commence our business operations.

If we are unable to raise the required investment capital, you may
lose all of your investment In the current economic environment; it
is extremely difficult for companies without profits or revenues,
such as us, to raise capital. We currently do not have a specific
plan of how we will obtain such funding; however, we anticipate that
additional funding will be in the form of equity financing from the
sale of our common stock. In the event we are not successful in
selling our common stock, we may also seek to obtain short-term
loans from our director, although no such arrangement has been made.
At this time, we cannot provide investors with any assurance that we
will be able to raise sufficient funding from the sale of our common
stock or through a loan from our director to meet our initial
capital requirement needs. If we are unable to raise the required
financing, we will be unable to proceed with our business plan and
you may lose your entire investment.

Because our articles of incorporation authorize the issuance of
75,000,000 shares of common stock, an investor faces the risk of
having their percentage ownership diluted in the future.

We anticipate that any additional funding will be in the form of
equity financing from the sale of our common stock. In the future,
if we do sell more common stock, your investment could be subject to
dilution. Dilution is the difference between what you pay for your
stock and the net tangible book value per share immediately after
the additional shares are sold by us. These shares may also be
issued without security holder approval and, if issued, may be
granted voting powers, rights, and preferences that differ from and
may be superior to those of the registered shares.

RISKS RELATED TO OUR COMMON STOCK

Trading in our common shares on the OTC Bulletin Board is limited
and sporadic making it difficult for our shareholders to sell their
shares or liquidate their investments.

Our common shares are currently listed for public trading on the OTC
Bulletin Board. The trading price of our common shares has been
subject to wide fluctuations. Trading prices of our common shares
may fluctuate in response to a number of factors, many of which will
be beyond our control. The stock market has generally experienced
extreme price and volume fluctuations that have often been unrelated
or disproportionate to the operating performance of companies with
no current business operation. There can be no assurance that
trading prices and price earnings ratios previously experienced by
our common shares will be matched or maintained. These broad market
and industry factors may adversely affect the market price of our
common shares, regardless of our operating performance.

In the past, following periods of volatility in the market price of
a company's securities, securities class-action litigation has often
been instituted. Such litigation, if instituted, could result in
substantial costs for us and a diversion of management's attention
and resources.

Our stock is a penny stock. Trading of our stock may be restricted
by the SEC's penny stock regulations which may limit a stockholder's
ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange Commission
has adopted Rule 15g-9 which generally defines "penny stock" to be
any equity security that has a market price (as defined) less than
$5.00 per share or an exercise price of less than $5.00 per share,
subject to certain exceptions. Our securities are covered by the
penny stock rules, which impose additional sales practice
requirements on broker-dealers who sell to persons other than
established customers and "accredited investors". The term
"accredited investor" refers generally to institutions with assets
in excess of $5,000,000 or individuals with a net worth in excess of
$1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouse. The penny stock rules require a broker-dealer,
prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document in a
form prepared by the SEC which provides information about penny
stocks and the nature and level of risks in the penny stock market.
The broker-dealer also must provide the customer with current bid
and offer quotations for the penny stock, the compensation of the
broker-dealer and its salesperson in the transaction and monthly
account statements showing the market value of each penny stock held
in the customer's account. The bid and offer quotations, and the
broker-dealer and salesperson compensation information, must be
given to the customer orally or in writing prior to effecting the
transaction and must be given to the customer in writing before or
with the customer's confirmation. In addition, the penny stock rules
require that prior to a transaction in a penny stock not otherwise
exempt from these rules; the broker-dealer must make a special
written determination that the penny stock is a suitable investment
for the purchaser and receive the purchaser's written agreement to
the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market
for the stock that is subject to these penny stock rules.
Consequently, these penny stock rules may affect the ability of
broker-dealers to trade our securities. We believe that the penny
stock rules discourage investor interest in and limit the
marketability of our common stock.

The Financial Industry Regulatory Authority, or FINRA, has adopted
sales practice requirements which may also limit a stockholder's
ability to buy and sell our stock.

In addition to the "penny stock" rules described above, FINRA has
adopted rules that require that in recommending an investment to a
customer, a broker-dealer must have reasonable grounds for believing
that the investment is suitable for that customer. Prior to
recommending speculative low priced securities to their
non-institutional customers, broker-dealers must make reasonable
efforts to obtain information about the customer's financial status,
tax status, investment objectives and other information. Under
interpretations of these rules, FINRA believes that there is a high
probability that speculative low priced securities will not be
suitable for at least some customers. FINRA requirements make it
more difficult for broker-dealers to recommend that their customers
buy our common stock, which may limit your ability to buy and sell
our stock and have an adverse effect on the market for our shares.

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3 Defaults Upon Senior Securities

None

Item 4 Submission of Matters to a Vote of Security Holders

None

Item 5 Other Information

None

Item 6: Exhibits

(a)   The following exhibit is filed as part of this report:

        31.1  Certification of Principal Executive Officer and
Principal Financial Officer filed pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002

        32.1  Certification of Principal Executive Officer and
Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized December 17, 2010



December 17, 2010
 /s/  Zhen Chen__________________


 Mr. Zhen Chen, President