China Daqing M&H Petroleum 10Q 2010 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2010

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

For the transition period from __________ to ____________

China Daqing M&H Petroleum, Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-31469	20-2388650
(State of Other Jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer I.D. No.)

Jianqiao Road third Floor, Song Yuan City

Economic and Technology Development District

Jilin Province, P.R. China 138000

(Address of principal executive offices)

212-232-0120

(Registrant’s telephone number including area code)

(Former Name or Former Address 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 ¨.

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 ¨ No ¨

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

Large accelerated filer ¨		Accelerated filer ¨
Non-accelerated filer ¨		Smaller reporting company x.
(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 the Exchange Act). Yes ¨ No x.

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 31,857,000 shares of common stock, par value $0.001 per share, outstanding as of May 24, 2010.

CHINA DAQING M&H PETROLEUM, INC.

FORM 10-Q

March 31, 2010

INDEX

PART I-- FINANCIAL INFORMATION

Item 1.	Financial Statements
Item 2.	Management’s Discussion and Analysis of Financial Conditions and Results of Operations
Item 3.	Quantitative and Qualitative Disclosures About Market Risk
Item 4T.	Control and Procedures

PART II-- OTHER INFORMATION

Item 1	Legal Proceedings
Item 1A	Risk Factors
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds
Item 3.	Defaults Upon Senior Securities
Item 4.	(Removed & Reserved)
Item 5.	Other Information
Item 6.	Exhibits

PART I-- FINANCIAL INFORMATION

Item 1. Financial Statements

CHINA DAQING M&H PETROLEUM, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

	March 31,		September 30,
	2010		2009
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	20,351	$	160,606
Accounts receivable		2,038,492		3,399,101
Inventories		355,517		38,564
Loan receivable - related party		250,989		86,553
Loan receivable - other		287,876		88,020
Prepaid exenses and sundry current assets		66,164		129,236

TOTAL CURRENT ASSETS		3,019,389		3,902,080

PROPERTY AND EQUIPMENT:
Oil Property and equipment, net of accummulated depletion		22,730,873		21,392,042
Rental Property, net of accummulated amortization		61,264		102,107
Other Property and equipment, net of accummulated depreciation		73,284		76,331
TOTAL PROPERTY AND EQUIPMENT		22,865,421		21,570,480

TOTAL ASSETS	$	25,884,810	$	25,472,560


LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable	$	6,931,936	$	8,812,421
Other payables and accrued liabilities		2,680,175		2,196,533
Current portion of long-term debt		5,134,500		-
Other Loans payable		1,758,933		1,834,138
Due to shareholders		375,499		567,941
Deferred income taxes		791,286		297,208

TOTAL CURRENT LIABILITIES		17,672,329		13,708,241


LONG-TERM DEBT		-		5,178,510


SHAREHOLDERS' EQUITY

Preferred stock, $.001 par value; 10,000,000 shares authorized,
none issued and outstanding		-		-
Common stock, $.001 par value; 140,000,000 shares authorized,
31,857,000 shares issued and outstanding		31,857		31,857
Additional paid-in capital		61,884		61,884
Retained earnings		7,253,695		5,714,118
Accumulated other comprehensive income		120,786		120,365

TOTAL SHAREHOLDERS' EQUITY		7,468,222		5,928,224

NONCONTROLLING INTEREST IN SUBSIDIARY		744,259		657,585

TOTAL EQUITY		8,212,481		6,585,809

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	25,884,810	$	25,472,560


See notes to financial statements

CHINA DAQING M&H PETROLEUM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME AND OTHER COMPREHENSIVE INCOME
(UNAUDITED)

	For the Three Months Ended March 31,				For the Six Months Ended March 31,
	2010		2009		2010		2009
REVENUES:
Oil sales	$	2,243,987	$	651,631	$	2,809,723	$	1,152,944
Subrental income		831,506		830,769		1,663,124		1,661,197
Sales of steel and steel related products		-		-		-		793,891
TOTAL REVENUES		3,075,493		1,482,400		4,472,847		3,608,032

COST OF SALES

Oil production cost		252,226		164,389		436,902		231,213
Government oil surcharge		333,292		88,422		404,231		180,042
Depletion		654,616		352,279		835,525		481,794
		1,240,134		605,090		1,676,658		893,049
Subrental expense		20,415		20,397		40,832		40,785
Steel and related products		-		-		-		784,204
TOTAL COST OF SALES		1,260,549		625,487		1,717,490		1,718,038

GROSS PROFIT		1,814,944		856,913		2,755,357		1,889,994

OPERATING EXPENSES:
General and administrative expenses		149,503		106,495		298,150		239,697


INCOME FROM OPERATIONS		1,665,441		750,418		2,457,207		1,650,297

Interest Expense, net of interest income		96,901		55,550		254,161		135,112

NET INCOME BEFORE INCOME TAXES		1,568,540		694,868		2,203,046		1,515,185

Income taxes		396,545		197,213		576,819		427,616

NET INCOME		1,171,995		497,655		1,626,227		1,087,569

Noncontrolling interest in subsidiary		59,610		29,582		86,650		64,142

INCOME ATTRIBUTABLE TO THE COMPANY		1,112,385		468,073		1,539,577		1,023,427

OTHER COMPREHENSIVE INCOME:
Foreign currency translation adjustment		332		34,180		421		4,523

COMPEHENSIVE INCOME	$	1,112,717	$	502,253	$	1,539,998	$	1,027,950


BASIC AND DILUTED EARNINGS PER SHARE	$	0.04	$	0.02	$	0.05	$	0.03

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
BASIC		31,857,000		31,857,000		31,857,000		31,857,000
DILUTED		31,857,000		31,857,000		31,857,000		31,857,000


See notes to financial statements

CHINA DAQING M&H PETROLEUM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

	For the Six Months Ended March 31,
	2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	1,539,577		$	1,023,427
Adjustments to reconcile net income to net cash provided by
operating activities:
Depletion, oil and gas properties		835,525			481,794
Depreciation, rental and other property and equipment		53,185			52,518
Minority interest in subsidiary income		86,650			64,142
Deferred Income taxes		493,944			309,677

Changes in operating assets and liabilities:
Accounts receivable		1,360,238			1,200,908
Inventories		(316,865	)		(47,746	)
Prepaid expenses and other current assets		63,054			46,771
Accounts payable		(1,879,972	)		(2,675,687	)
Other payables and accrued liabilities		483,510			(1,110,646	)

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		2,718,846			(654,842	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition and development of oil and gas properties		(2,173,991	)		(157,473	)
Acquisition of other property and equipment		(9,307	)		-
Loan (to) payment from related party		(164,391	)		-
Loan (to) payment from others		(199,802	)		(41,080	)

NET CASH USED IN INVESTING ACTIVITIES		(2,547,491	)		(198,553	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds (repayment) of loan from shareholders		(192,389	)		518,145
Proceeds of other borrowings		(119,182	)		293,000

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		(311,571	)		811,145

EFFECT OF EXCHANGE RATE CHANGE ON CASH		(39	)		2,895

DECREASE IN CASH		(140,255	)		(39,355	)

CASH - BEGINNING OF PERIOD		160,606			43,602

CASH - END OF PERIOD	$	20,351		$	4,247


See notes to financial statements

CHINA DAQING M&H PETROLEUM, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 ORGANIZATION, DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

China Daqing M&H Petroleum, Inc. (“we”, the “Company” or “China Daqing”) was incorporated in Nevada on April 15, 2005, under the name Fleurs De Vie (“FDVI”). On June 9, 2005, FDVI filed a Certificate of Correction with the State of Nevada to have its registered name corrected to Fleurs De Vie, Inc. On August 31, 2009, FDVI changed its name to China Daqing M&H Petroleum, Inc. in connection with a share exchange transaction as described below.

On August 11, 2009, the Company entered into and closed a share exchange agreement with American D&C Investment, Inc. (“ADCI”) whereby the Company issued to the stockholders of ADCI 30,000,000 shares of the Company’s common stock in exchange for all of the issued and outstanding capital stock of ADCI (the “Share Exchange”). Prior to the Share Exchange, China Daqing had 1,857,000 shares of common stock issued and outstanding. After the Share Exchange, China Daqing had 31,857,000 shares of common stock outstanding and the former shareholders of ADCI owned 94.17% of the issued and outstanding shares. The directors and executive officers of ADCI became the directors and officers of China Daqing. This transaction has been accounted for as a reverse acquisition and recapitalization of the Company whereby ADCI is deemed to be the accounting acquirer (legal acquiree) and the Company the accounting acquiree (legal acquirer). The historical financial statements for periods prior to August 11, 2009 are those of ADCI except that the equity section and earnings per share have been retroactively restated to reflect the reverse acquisition.

ADCI was organized under the laws of the State of Delaware on October 29, 2007. ADCI is a holding company that owns 100% of the equity of DaQing YueYu Oilfield Underground Technology Service Co., Ltd (“Daqing Yueyu”). Daqing Yueyu, incorporated on November 9, 2007 under the laws of People’s Republic of China (“China”), is engaged in the sale of steel and steel related products (“Steel”) and through its 95% owned subsidiary Jilin Yifeng Energy Sources Co., Ltd. (“Jilin Yifeng”) is engaged in the business of extraction and sale of crude oil (“Extraction”) and subleasing of oil fields (the “Sublease”), in Jilin Province, China. Jilin Yifeng develops, extracts and sells crude oil pursuant to a twenty year exclusive Cooperative Exploration Contract (the “Oil Lease”) which was entered into on January 3, 2002 with China National Petroleum Corporation (“PetroChina”), a corporation organized and existing under the laws of the Peoples Republic of China. Jilin Yifeng has the right to explore, develop and extract oil in the Jilin Oil Region, China. Pursuant to the Oil Lease, during the first ten years, the Company sells oil to PetroChina at a 20% discount to market price. During the second ten years of this agreement, the Company sells oil to PetroChina at a 40% discount to market price. In addition, the Oil Lease requires that all oil extracted from this location be sold to PetroChina. In addition, Jilin Yifeng subleased 63% of the property under the oil lease pursuant to Daqing Haihang Oil Field Development Company. The lease expires in December 2010 and provides for annual fixed subrental income of RMB 24,000,000 (approximately $3,520,800 based on March 31, 2010 exchange rate).

On September 10, 2009, our Board of Directors approved a change in our fiscal year to September 30.

Basis of presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and pursuant to the requirements for reporting on Form 10-Q. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. However, the information included in these interim financial statements reflects all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of management, necessary for the fair presentation of the consolidated financial position and the consolidated results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full year. The consolidated balance sheet as of September 30, 2009 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K. These interim financial statements should be read in conjunction with that report.

For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2009 filed on January 13, 2010.

The consolidated financial statements include the accounts of the Company and all of its subsidiaries. All significant inter-company accounts and transactions have been eliminated. These financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. The reporting currency of the Company is the US dollar. The functional currency of China Daqing and ADCI is the US dollar. Daqing Yueyu and Jilin Yifeng use their local currency Chinese Renminbi (“RMB”) as their functional currency.

Uses of estimates in the preparation of financial statements

The preparation of financial statements in conformity with generally accepted accounting principles 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 net revenue and expenses during each reporting period. Actual results could differ from those estimates and changes in these estimates are recorded when known. Significant items subject to such estimates and assumptions include the following:

• Estimates of proved reserves and related estimates of the present value of future net revenues;

• The carrying value of oil properties;

• Estimates of the fair value of reporting units and related assessment of goodwill for impairment;

• Asset retirement obligations;

• Income taxes

Oil properties

The Company follows the full cost method of accounting for its oil property. Accordingly, all costs incidental to the acquisition, exploration and development of oil property, including costs of undeveloped leasehold, dry holes and leasehold equipment, are capitalized. Internal costs incurred that are directly identified with acquisition, exploration and development activities undertaken by the Company for its own account, and that are not related to production, general corporate overhead or similar activities, are also capitalized. Major development projects of all oil properties are also capitalized. All costs related to production activities, including workover costs incurred solely to maintain or increase levels of production from an existing completion interval, are charged to expense when incurred.

Under the full cost method of accounting, the net book value of oil properties, less related deferred income taxes, may not exceed a calculated “ceiling”. The ceiling limitation is the estimated after-tax future net revenues, discounted at 10% per annum, from proved oil reserves plus the cost of properties not subject to amortization. Estimated future net revenues exclude future cash outflows associated with settling asset retirement obligations included in the net book value of oil properties. In calculating future net revenues, prices and costs used are those as of the end of the appropriate period. These prices are not changed except when different prices are fixed and determinable from applicable contracts for the remaining term of those contracts.

Any excess of the net book value, less related deferred tax benefits, over the ceiling is written off as expenses. Expenses recorded in one period may not be reversed in a subsequent period even though higher oil and gas prices may have increased the ceiling applicable to the subsequent period.

Capitalized costs are depleted by an equivalent unit-of-production method. Depletion is calculated using the capitalized costs, including estimated asset retirement costs, plus the estimated future expenditures (based on current costs) to be incurred in developing proved reserves, net of estimated salvage values.

Sales of a portion of development rights and other proved and unproved properties are accounted for as adjustments to capitalized costs with no gain or loss recognized, unless such adjustments would significantly alter the relationship between capitalized costs and proved reserves of oil and gas, in which case the gain or loss is recognized as income.

Abandonment of oil and gas properties other than the development rights are accounted for as adjustments of capitalized costs with no loss recognized.

Other property and equipment

Property and equipment are recorded at cost. Depreciation is provided in amounts sufficient to amortize the cost of the related assets over their useful lives using the straight line method for financial reporting purposes.

Maintenance, repairs and minor renewals are charged to expense when incurred. Replacements and major renewals are capitalized.

Revenue recognition

Oil sales are recognized when production has been delivered to the Company’s sole customer, PetroChina, the sales price is fixed and collectability of the revenue is probable.

Revenue from the sale of steel and steel related products is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, and no other significant obligations of the Company exist and collectability is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as advances from customers.

Subrental income is recognized on the straight-line basis over the life of the sublease.

Impairment of long lived assets

The Company accounts for the impairment of long-live assets in accordance with FASB issued accounting standards regarding impairment or disposal of long-lived assets. Long-lived assets are reviewed for impairment when circumstances indicate the carrying value of an asset may not be recoverable. For assets that are to be held and used, impairment is recognized when the estimated undiscounted cash flows associated with the asset or group of assets is less than their carrying value. If impairment exists, an adjustment is made to write the asset down to its fair value, and a loss is recorded as the difference between the carrying value and fair value. Fair values are determined based on quoted market values, discounted cash flows or internal and external appraisals, as applicable. Assets to be disposed of are carried at the lower of carrying value or estimated net realizable value. Based on its review, the Company believes that, as of December 31, 2009, there were no significant impairments of its long-lived assets used in operations.

Recent accounting pronouncements

In October 2009, the FASB issued new standards that revised the guidance for revenue recognition with multiple deliverables. These new standards impact the determination of when the individual deliverables included in a multiple-element arrangement may be treated as separate units of accounting. Additionally, these new standards modify the manner in which the transaction consideration is allocated across the separately identified deliverables by no longer permitting the residual method of allocating arrangement consideration. The guidance is effective for revenue arrangements entered into for fiscal years beginning on or after June 15, 2010. The Company does not expect the adoption will have a material impact on its consolidated financial statements.

In November 2009, the FASB issued an ASU regarding accounting for stock dividends, including distributions to shareholders with components of stock and cash. This ASU clarifies that the stock portion of a distribution to shareholders that contains components of cash and stock and allows shareholders to select their preferred form of the distribution (with a limit on the amount of cash that will be distributed in total) should be considered a stock dividend and included in EPS calculations as a share issuance. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

In January 2010, FASB issued ASU No. 2010-02 – Accounting and Reporting for Decreases in Ownership of a Subsidiary – a Scope Clarification. The amendments in this Update affect accounting and reporting by an entity that experiences a decrease in ownership in a subsidiary that is a business or nonprofit activity. The amendments also affect accounting and reporting by an entity that exchanges a group of assets that constitutes a business or nonprofit activity for an equity interest in another entity. The amendments in this update are effective beginning in the period that an entity adopts “Non-controlling Interests in Consolidated Financial Statements. If an entity has previously adopted the related guidance as of the date the amendments in this update are included in the Accounting Standards Codification, the amendments in this update are effective beginning in the first interim or annual reporting period ending on or after December 15, 2009. The amendments in this update should be applied retrospectively to the first period that an entity adopted the standards. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.

In February 2010, FASB issued ASU No. 2010-9 –Amendments to Certain Recognition and Disclosure Requirements. This update addresses certain implementation issues related to an entity’s requirement to perform and disclose subsequent-events procedures, removes the requirement that public companies disclose the date of their financial statements in both issued and revised financial statements. According to the FASB, the revised statements include those that have been changed to correct an error or conform to a retrospective application of U.S. GAAP. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

2 ACQUISITION OF JILIN YIFENG

Between November 28, 2007 and October 28, 2008, DaQing Yueyu acquired 95% of the capital of Jilin Yifeng. The purchase price for the acquisition was $3,864,600. $1,580,756 was paid in 2008 with the remaining payable upon demand (see Note 7).

In accordance with the purchase method of accounting as prescribed by FASB accounting standards on business combinations, the Company allocated the consideration to the net tangible and identifiable intangible assets, based on their estimated fair values. Goodwill represents the excess of the purchase price over the fair value of the underlying net tangible and identifiable intangible assets.

The purchase price was allocated as follows:

Allocation:
Current assets	$	1,533,286
Oil and gas properties		8,047,107
Less liabilities assumed		(5,755,084)
	$	3,825,309

3 PROPERTY AND EQUIPMENT

Oil and gas properties

A summary of oil and gas properties at March 31, 2010 and September 30, 2009 is as follows:

	Mar. 31, Sept. 30,
	2010		2009
Oil and gas properties, proven reserves	$	26,645,058	$	24,470,474
Less: accumulated depletion		3,914,185		3,078,432
Oil and gas properties, net		22,730,873		21,392,042

Rental properties

A summary of rental properties at March 31, 2010 and September 30, 2009 is as follows:

	Mar. 31,		Sept. 30,
	2010		2009
Rental properties - drill rights	$	245,058	$	245,057
Less: accumulated depreciation		183,794		142,950
Rental properties, net	$	61,264	$	102,107

Other property and equipment

Other property and equipment and the estimated lives used in the computation of depreciation is as follows:

		Mar. 31,		Sept. 30,
	Life	2010		2009
Transportation equipment	5 years	$	115,173	$	115,173
Furniture, fixtures and equipment	5 years		16,500		7,190
Subtotal			131,673		122,363
Less: accumulated depreciation			58,389		46,032
Other property and equipment, net		$	73,284	$	76,331

4 LOAN RECEIVABLE – RELATED PARTY

Loan receivable – related party consists of a loan to a 5% owner of Jilin Yifeng, bearing no interest and due on August 31, 2011.

5 LOAN RECEIVABLE – OTHER

Loan receivable consists of a loan to an unrelated company bearing no interest and due on September 14, 2011.

6 OTHER LOANS PAYABLE

As of March 31, 2010 and September 30, 2009, the outstanding balance on other loans payable were $1,758,933 and $1,834,138, respectively, and these loans consisted of the following:

	March 31,		September 30,
	2010		2009
Due to former shareholders (see Note 2), non-interest bearing and payable on demand.	$	1,758,933	$	1,758,933
Loan from unrelated company, with no interest, due upon demand.		-		75,205

Total other loans payable	$	1,758,933	$	1,834,138

7 DUE TO SHAREHOLDERS

As of March 31, 2010 and September 30, 2009, we had total borrowings from shareholders in the amount of $375,499 and $567,941, respectively, and these loans consisted of the following:

	March 31,		September 30,
	2010		2009
Due to shareholders, bear interest at Bank of China 1-year rate (5.4% at Mar. 31, 2010 and Sept. 30, 2009), due no later than December 10, 2010	$	320,201	$	512,643
Outstanding borrowing on $60,000 unsecured line of credit with a shareholder, with no interest and due by December 10, 2010		55,298		55,298

Total due to shareholders	$	375,499	$	567,941

8 LONG-TERM DEBT

Long-term debts consist of the following:

	March 31,		September 30,
	2010		2009
Loan from Bank of Jilin, bears interest at 5.85‰ per month, due on March 16, 2011	$	5,134,500		5,134,500
Note payable to a supplier, bears interest at 10% per annum, due in November, 2011		-		44,010

Total	$	5,134,500		5,178,510
Less: current portion		5,134,500		-
		-		5,178,510

As of March 31, 2010, the loan from Bank of Jilin for $5,134,500 is due within one year and become current, thus it’s reclassified to current liability on the Balance Sheet.

9 BUSINESS SEGMENT INFORMATION

All of the Company’s sales are to companies located in China. All sales of crude oil are to one company, China National Petroleum Corporation.

The Company operates in three reportable segments which are the extraction and sale of crude oil, the purchase and sale of drilling materials and subrental.

The following table presents financial information about the Company’s reportable segments as of and for the six months ended March 31, 2010 and 2009 (unaudited):

	Six Months Ended March 31,
	2010							2009
	Extraction and				Sale of steel &			Extraction and				Sale of steel &
	sale of crude oil		Subrental		related products			sale of crude oil		Subrental		related products
Net revenues	$	2,809,723	$	1,663,124	$	-		$	1,152,944	$	1,661,197	$	793,891
Operating income (loss)		874,384		1,617,293		(34,470	)		54,391		1,615,853		(19,947	)
Identifiable assets		25,817,554		61,264		2,716			22,287,035		142,756		145,455

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion and analysis should be read in conjunction with the information contained in the unaudited condensed consolidated financial statements of the Company and the related notes thereto, appearing elsewhere herein, and in conjunction with the Management’s Discussion and Analysis of Financial Condition and Results of Operations set forth in the Company’s Annual Report on Form 10-K for the year ended September 30, 2009, filed with the Securities and Exchange Commission (“SEC”).

Forward-Looking Statements

The following discussion may contain certain forward-looking statements. Such statements are not covered by the safe harbor provisions. These statements include the plans and objectives of management for future growth of the Company, including plans and objectives related to the consummation of acquisitions and future private and public issuances of the Company's equity and debt securities. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could be inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.

The words “we,” “us” and “our” refer to the Company. The words or phrases “would be,” “will allow,” “intends to,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” or similar expressions are intended to identify “forward-looking statements.” Actual results could differ materially from those projected in the forward looking statements as a result of a number of risks and uncertainties, including but not limited to: (a) limited amount of resources devoted to achieving our business plan; (b) our failure to implement our business plan within the time period we originally planned to accomplish; (c) our strategies for dealing with negative cash flow; and (d) other risks that are discussed in this report or included in our previous filings with the Securities and Exchange Commission.

For the purposes of this report, we have calculated there to be 7.315 barrels in 1 ton.

Overview

Through our subsidiaries, we are engaged in the sale of steel and steel related products (“Steel”), the business of extraction and sale of crude oil (“Extraction”) and subleasing of oil fields (the “Subrental”).

Our 100% owned subsidiary DaQing YueYu Oilfield Underground Technology Service Co., Ltd (“Daqing Yueyu”) is engaged in the sale of steel and steel related products, and through its 95% owned subsidiary Jilin Yifeng Energy Sources Co., Ltd. (“Jilin Yifeng”) acquired on November 28, 2007, is engaged in the business of extraction and sale of crude oil and subleasing of oil fields (the “Subrental”). Since 2003, Jilin Yifeng has been engaged in the development of oil wells and extracting oil from the Miao 14 oilfield blocks (“Miao 14”). Miao 14 covers 19.8 square kilometers, of which 15.6 square kilometers are oil-bearing areas. The geological reserve is 6.07 million tons in this area, which include proven oil reserves of 5.35 million tons. The thickness of the crust increases from 300 meters to 360 meters, inclining from the west to the east. Oil is found from 1,500 meters to 1,700 meters below sea level. Miao 14 is located in Song Yuan City of Jilin Province, China, at the intersection of Nenjiang River and Songhua River. The Chang Bai Railway and highway south of the oilfield provides the Company with convenient access to transportation for the delivery of crude oil.

Pursuant to a 20-year Exclusive Business Cooperation Agreement entered into between PetroChina and our 95% owned subsidiary Jilin Yifeng in February 2002, we have the right to explore, develop and produce oil at Miao 14 Oilfield and take responsibility for well logging, drill-stem testing and core sampling. Pursuant to the agreement with PetroChina, during the first ten years of this agreement, the Company sells oil to PetroChina at a 20% discount to market price. During the second ten years of this agreement, the Company sells oil to PetroChina at a 40% discount to market price.

Since January 2006 Jilin Yifeng has entered into a few oilfield sublease agreements (“the Agreement”) with Daqing Haihang Oilfield Technology Development Co., Ltd. (“Daqing Haihang”). According to the Agreement, Jilin Yifeng subleases 63% out of its overall oilfield of 19.8 square kilometers to Daqing Haihang for the period from January 2007 to December 31, 2010. As prescribed in the Agreement, Daqing Haihang, a limited liability company founded and registered in China, owns the necessary knowledge and construction equipments of both exploring and extracting crude oil. During the effective term of the Agreement, Daqing Haihang needs to carry out and be responsible for the obligations to PetroChina from Jilin Yifeng, and all production of Daqing Haihang could only be distributed to PetroChina, in compliance with the description of the Agreement.

The oilfield property the Company subleased to Daqing Haihang, accounts for about 63% of the overall area of Miao 14 oilfield, or 12.5 square kilometers, whereas the Company, Jilin Yifeng operates on the other 7.3 square kilometers during the effective term of the Agreement. The geological reserve for the area is 6.07 million tons of oil, which include proven oil reserves of 5.35 million tons. As of February 2002, the company’s operating ratio out of total reserve is about 1.97 million tons. The following table sets forth the information of the oilfield reserves and our output for the periods indicated.

Remaining Oil reserves we acquired (in tons) as of

Our Production (in tons)

September 30 2008

September 30, 2009

March 31, 2010

From November 28, 2007 to September 30, 2008

From October 1, 2008 to September 30, 2009

From October 1, 2009 to March 31, 2010

1.92 million

1.91 million

1.90 million

9,863

14,544

6,639

As of the end of 2005, Jilin Yifeng had 57 working oil wells, and produced approximately 44,000 tons or 314,160 barrels of crude oil from 2002 to 2005.

From 2006 to 2007, Jilin Yifeng was not able to explore for new oil wells due to a lack of capital resources. In addition, due to limited working capital, during these two years, output of oil was at a lower level compared to previous years.

As of September 30, 2008 and 2009, Jilin Yifeng had 91 wells in total including 6 injection wells. Of these wells, 34 wells were developed in 2008.

As of March 31, 2010, we had a total of 95 wells as compared to 91 as of September 30, 2009. For the period ended March 31, 2010, we developed 4 new oil wells and also converted 19 existing wells to injection wells, making our total injection wells to 25. The conversion is a common technique in oil drilling and the purpose of it is to restore underground pressure by water injection thus increase oil drilling productivity on oil wells.

All of the Company’s sales were generated within China. PetroChina is the only and exclusive customer for our crude oil products. We operate three reportable segments: extraction and sale of crude oil (“Extraction”), subleasing of oil fields (“Subrental”) and sale of steel and steel related products (“Steel”).

Our Subrental business segment is limited to the subleasing of Miao 14 and our drilling equipment and materials to Daqing Haihang Oil Field Development Company (“Daqing Haihang”). Current term of the sublease expires in December 2010 and provides for annual fixed income of RMB 24 million or approximately $3.5 million dollars. The subrental to Daqing Haihang includes 63% of our total property including 12.5 square kilometers of oilfield. All oil wells operated by the Company are located at the remaining 7.3 square kilometers oilfield. Under the agreement between the Company and its oilfield leasee, the leasee is able to drill new oil wells, explore, extract oil from the oilfield subleased, and the leasee is also authorized to sell crude oil to a third Party. The agreement was executed from January 1, 2008, and will expire on December 31, 2010.

Results of Operations – For the Three Months Ended March 31, 2010 and 2009

The following table presents financial information about the Company’s reportable segments for the three months ended March 31, 2010 and 2009 (unaudited):

	For the Three Months Ended March 31,
	2010											2009
	Extraction			Subrental			Steel		Total			Extraction			Subrental			Steel		Total

Revenue	$	2,243,987		$	831,506		$	-	$	3,075,493		$	651,631		$	830,769		$	-	$	1,482,400
Gross profit	$	1,003,853		$	811,091		$	-	$	1,814,944		$	46,541		$	810,372		$	-	$	856,913
Gross margin		45	%		98	%		-		59	%		7	%		98	%		-		58	%

	Percentage Change between the Three Months ended
	March 31, 2010 and 2009
	Extraction			Subrental			Steel		Total
Revenue		244	%		0.09	%		-		107	%
Gross profit		2057	%		0.09	%		-		112	%

Revenues.

Revenues for the three months ended March 31, 2010 totaled $3,075,493 as compared to $1,482,400 for the same period in 2009, an increase of $1,593,093 or 107%. The increase was due to we had more sales generated in our Extraction segment this period.

For the three months ended March 31, 2010, the sale of crude oil generated net sales of $2,243,987, an increase of 244% as compared to the same period in 2009. The increase was due to more oil was sold during current period and the average selling price was also higher as compared to the same period last year.

During the three months ended March 31, 2010, the Company sold 5,206 tons or 38,082 barrels of oil to PetroChina, and for the three months March 31, 2009, approximately 2,745 tons or 20,080 barrels of oil were sold to PetroChina. Furthermore, the average selling price to PetroChina per barrel was $73.93 for the three months ended March 31, 2010, as compared to $40.46 per barrel for the three months ended March 31, 2009. According to the agreement between the Company and PetroChina, PetroChina is entitled for a 20% discount of the Company’s output during the first 10 years of the agreement term.

Our subrental income is fixed in RMB by contract with Daqing Haihang and the slight change in USD term was due to currency exchange rate effect.

For both the three months ended March 31, 2010 and 2009, we didn’t engage in any trading activities in our Steel segment.

Cost of Sales.

Cost of sales totaled $1,260,549 for the three months ended March 31, 2010, an increase of $635,062 or 102% as compared to the same period in 2009, approximately in line with the increase in sales. Cost of sales for our three business segments amounted to $1,240,134 for the Extraction segment, $20,415 for Subrental segment, and $0 for Steel segment. The increase was due to more oil sold in our Exaxtion segment this period.

The breakdown of cost of sales from the Extraction segment of $1,240,134 or 98% of our total cost of sales is as follows:

	Three Months Ended March 31,
Cost of sales of crude oil		2010		2009		% Change
Oil production costs		$	252,226	$	164,389		53	%
Government oil surcharge			333,292		88,422		277	%
Depletion			654,616		352,279		86	%
Subtotal		$	1,240,134	$	605,090		105	%

As compared to the period earlier, the oil surcharge paid to the Chinese government increased because of much higher oil prices during the period. Particularly, under a regulation introduced in June 2006, a surcharge of 20% is imposed on the portion of the selling price of crude oil which exceeds $40 per barrel and a surcharge of 40% is imposed on the portion of the selling price of crude oil which exceeds $60 per barrel. Our oil production and depletion costs increased in correlation with the increase of the amount of oil we extracted and sold this period.

Gross Profit.

Gross profit totaled $1,814,944 for the period, as compared to $856,913 for the same period last year, of which $1,003,853 were contributed by Extraction, $811,091 by Subrental and $0 by Steel. Gross profit decreased by $958,031or 112% as compared to last period, primarily because of more oil being sold and higher selling price in Extraction segment. Gross margin of the Extraction segment increased from 7% in last period to 45% this period primarily because of higher price for sale of crude oil. The average selling price to PetroChina per barrel was $73.93 this period, as compared to $40.46 per barrel for the three months ended March 31, 2009.

Gross margin on Subrental segment remained stable from last period. Gross margin for all three segments as a whole stood at 59% this period as compared to 57.8% for the same period last year. The increase was because higher oil price resulted in higher gross margin in the Extraction segment.

General & Administrative Expenses.

Operating expenses for the three months ended March 31, 2010 was $149,503, an increase of $43,008 or 40% compared with the three months ended March 31, 2009. For the three months ended March 31, 2010, our general and administrative expenses include salary expense of $42,142, office expense of $19,135, entertainment expense of $1,185, supplies $10,062, travel expense of $1,336, repair and maintenance $17,507, insurance $5,359, governmental mineral resource fee $22,440, totaling 80% of our overall operating expenses for the three months ended March 31, 2010. The following is a comparison breakdown of operating expenses for the three months ended March 31, 2010 and 2009, respectively.

	For the Three Months Ended March 31,
General & Administrative Expenses	2010		% Total			2009		% Total			% Change
Salary	$	42,142		28	%	$	34,977		33	%		20	%
Office Expense		19,135		13	%		5,712		5	%		235	%
Entertainment Expense		1,185		1	%		5,950		6	%		-80	%
Supplies		10,062		7	%		5,763		5	%		75	%
Travel Expense		1,336		1	%		9,140		9	%		-85	%
Repair and Maintenance		17,507		12	%		696		1	%		2416	%
Insurance		5,359		4	%		5,968		6	%		-10	%
Mineral Resource Expense		22,440		15	%		6,514		6	%		244	%
Other Expenses		30,337		20	%		31,775		30	%		-5	%
Total	$	149,503		100	%	$	106,495		100	%		40	%

Income from operations.

Income from operations for three months ended March 31, 2010 totaled $1,665,441 and consisted of operating income generated by three segments. It represents an increase of $915,023 or 122% as compared to the three months ended March 31, 2009. The increase is primarily due to increased operating income from the Extraction segment because of more oil being sold and higher selling price this period. The details are as follows:

	Income (loss) from Operations
Segment		Q2, 2010			Q2, 2009
Extraction	$	873,189		$	(49,300	)
Subrental		808,591			808,313
Steel		(16,339	)		(8,595	)

Total	$	1,665,441		$	750,418

Net Income.

We generated net income of $1,112,385 after non-controlling interest for the three months ended March 31, 2010, an increase of $644,312 or 138% as compared to net income for the three months ended March 31, 2009. The increase in net income is primarily a result of increased income from our Extraction segment. Our net margin was 36%, up from 32% for the same period last year, primarily due to higher oil selling price this period.

Results of Operations – For the Six Months Ended March 31, 2010 and 2009

The following table presents financial information about the Company’s reportable segments for the Six months ended March 31, 2010 and 2009 (unaudited):

	For the Six Months Ended March 31,
	2010											2009
	Extraction			Subrental			Steel		Total			Extraction			Subrental			Steel			Total

Revenue	$	2,809,723		$	1,663,124		$	-	$	4,472,847		$	1,152,944		$	1,661,197		$	793,891		$	3,608,032
Gross profit	$	1,133,065		$	1,622,293		$	-	$	2,755,358		$	259,895		$	1,620,412		$	9,687		$	1,889,994
Gross margin		40	%		98	%		-		62	%		23	%		98	%		1	%		52	%

	Percentage Change between the Six Months ended
	March 31, 2010 and 2009
	Extraction			Subrental			Steel			Total
Revenue		144	%		0.12	%		-100	%		24	%
Gross profit		336	%		0.12	%		-100	%		46	%

Revenues.

Revenues for the six months ended March 31, 2010 totaled $4,472,848 as compared to $3,608,032 for the same period in 2009, an increase of $864,815 or 24%. The increase was due to we had more sales generated in our Extraction segment this period.

For the six months ended March 31, 2010, the sale of crude oil generated net sales of $2,809,723, an increase of 144% as compared to the same period in 2009. The increase was due to more oil was sold during current period and the average selling price was also higher as compared to the same period last year.

During the six months ended March 31, 2010, the Company sold 6,639 tons or 48,564 barrels of oil to PetroChina, and for the six months March 31, 2009, approximately 3,751 tons or 27,439 barrels of oil were sold to PetroChina. Furthermore, the average selling price to PetroChina per barrel was $71.97 for the six months ended March 31, 2010, as compared to $43.05 per barrel for the six months ended March 31, 2009. According to the agreement between the Company and PetroChina, PetroChina is entitled for a 20% discount of the Company’s output during the first 10 years of the agreement term.

Our subrental income is fixed in RMB by contract with Daqing Haihang and the slight change in USD term was due to currency exchange rate effect.

For the six months ended March 31, 2010, we didn’t engage in any trading activities in our Steel segment during current period. For the six months ended March 31, 2009, our steel trading activities generated $793,891 in revenue.

Cost of Sales.

Cost of sales totaled $1,717,490 for the six months ended March 31, 2010, an decrease of $548 as compared to the same period in 2009. Cost of sales for our three business segments amounted to $1,676,658 for the Extraction segment, $40,832 for Subrental segment, and $0 for Steel segment. The decrease was due to no steel trading activities during current period as compared to the same period last year.

The breakdown of cost of sales from the Extraction segment of $1,676,658 or 98% of our total cost of sales is as follows:

	Six Months Ended March 31,
Cost of sales of crude oil		2010		2009		% Change
Oil production costs		$	436,902	$	231,213		89	%
Government oil surcharge			404,231		180,042		125	%
Depletion			835,525		481,794		73	%
Subtotal		$	1,676,658	$	893,049		88	%

Gross Profit.

Gross profit totaled $2,755,357 for the period, as compared to $1,889,994 for the same period last year, of which $1,133,065 were contributed by Extraction, $1,622,292 by Subrental and $0 by Steel. Gross profit increased by $865,363 or 46% as compared to last period, primarily because of more oil being sold and higher selling price in Extraction segment. Gross margin of the Extraction segment increased from 23% in last period to 40% this period primarily because of higher price for sale of crude oil. The average selling price to PetroChina per barrel was $71.97 this period, as compared to $43.05 per barrel for the six months ended March 31, 2009.

Gross margin on Subrental segment remained stable from last period. Gross margin for all three segments as a whole stood at 62% this period as compared to 52% for the same period last year. The increase was because higher oil price resulted in higher gross margin in the Extraction segment and there was no trading activities in the low-margin Steel segment in current period.

General & Administrative Expenses.

Operating expenses for the six months ended March 31, 2010 was $298,150, an increase of $58,453 or 24% compared with the six months ended March 31, 2009, approximately in line with the increase in our sales. For the six months ended March 31, 2010, our general and administrative expenses include salary expense of $82,799, office expense of $35,919, entertainment expense of $16,697, supplies $15,641, travel expense of $13,242, repair and maintenance $37,380, insurance $9,520, governmental mineral resource fee $28,097, totaling 80% of our overall operating expenses for the six months ended March 31, 2010. The following is a comparison breakdown of operating expenses for the six months ended March 31, 2010 and 2009, respectively.

	For the Six Months Ended March 31,
General & Administrative Expenses	2010		% Total			2009		% Total			% Change
Salary	$	82,799		28	%	$	76,494		32	%		8	%
Office Expense		35,919		12	%		22,803		10	%		58	%
Entertainment Expense		16,697		6	%		17,619		7	%		-5	%
Supplies		15,641		5	%		25,469		11	%		-39	%
Travel Expense		13,242		4	%		15,943		7	%		-17	%
Repair and Maintenance		37,380		13	%		1,729		1	%		2062	%
Insurance		9,520		3	%		10,242		4	%		-7	%
Mineral Resource Expense		28,097		9	%		7,031		3	%		300	%
Other Expenses		58,855		20	%		62,367		26	%		-6	%
Total	$	298,150		100	%	$	239,697		100	%		24	%

Income from operations.

Income from operations for six months ended March 31, 2010 totaled $2,457,207 and consisted of operating income generated by three segments. It represents an increase of $806,910 or 49% as compared to the six months ended March 31, 2009. The increase is primarily due to increased operating income from the Extraction segment because of more oil being sold and higher selling price for current period. The details are as follows:

	Income (loss) from Operations
Segment		Q1-Q2, 2010			Q1-Q2, 2009
Extraction	$	874,384		$	54,391
Subrental		1,617,293			1,615,853
Steel		(34,470	)		(19,947	)

Total	$	2,457,207		$	1,650,297

Net Income.

We generated net income of $1,539,576 after non-controlling interest for the six months ended March 31, 2010, an increase of $516,149 or 50% as compared to net income for the six months ended March 31, 2009. The increase in net income is primarily a result of increased income from our Extraction segment. Our net margin was 34%, up from 28% for the same period last year, primarily due to higher oil selling price this period.

Liquidity and Capital Resources

On March 31, 2010, we had cash $20,351 and working capital deficit of $14,652,940. The working capital deficit was primarily due to our accounts payable of $6,931,936 and long-term bank loan of $5,134,500 that became current as of this period. Our accounts payables are mostly due to drilling companies for drilling expenditure.

Net cash flows provided by operating activities were $2,718,846 for the six months ended March 31, 2010, improved from net cash flows of $654,842 used in operating activities in the same period last year. This was due primarily to increased net income, less reduction of accounts payable and increase in other payables and accrued liabilities during this period.

Net cash flows used in investing activities was $2,547,491 for the six months ended March 31, 2010, as compared to net cash flow used of $198,553 for the same period last year. Capital expenditures have consisted principally of strategic asset acquisition related to the purchase of oil and gas equipments and exploitation and development of oil and gas properties. During this period, we invested $2,173,991 in exploration and development of oil and gas properties, as compared to $157,473 for the same period last year.

Net cash flows used in financing activities was $311,571 for the six months ended March 31, 2010, primarily as a result of repayment of loans from shareholder and third party. For the same period last year, we borrowed $811,145 from shareholder and unrelated parties.

Principal demands for liquidity are for acquisition of oil and gas properties, development of new oil wells, working capital and general corporate purposes. The Company’s management believes that, in order to develop additional wells, the Company may consider a number of different financing opportunities including loans and future equity financings. If funding is insufficient at any time in the future, we may be unable to develop additional oil wells, and to take advantage of other acquisition opportunities or respond to competitive pressures, any of which could have a material adverse effect on our financial position, results of operations and cash flows.

Critical Accounting Policies

Our significant accounting policies are summarized in Notes 1 of our financial statements included in this quarter report on Form 10-Q for the six months ended March 31, 2010. Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates, assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Off-Balance Sheet Arrangements

As of the date of this report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with us is a party, under which we have: (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

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

ITEM 4T. CONTROLS AND PROCEDURES

a) Evaluation of Disclosure Controls.

Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of our second fiscal quarter of our year ending September 30, 2010 pursuant to Rule 13a-15(b) of the Securities and Exchange Act. Disclosure controls and procedures are controls and other procedures that 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 recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, as appropriate to allow timely decisions regarding required disclosure. Based on his evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2010.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

(b) Changes in internal control over financial reporting.

There have been no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2010, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS.

There have been no material changes from the risk factors included in the Annual Report on Form 10-K for the year ended September 30, 2009.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. (REMOVED & RESERVED)

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

31.1 - Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 - Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 - Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CHINA DAQING M&H PETROLEUM, INC.

Date: May 24, 2010	By:	/s/ Linan Gong
		Linan Gong
		Chief Executive Officer and Secretary

	By:	/s/ Yongjun Wang
		Yongjun Wang
		President and Chairman of the Board of Directors

	By:	/s/ Dehai Yin
		Dehai Yin
		Chief Financial Officer & Chief Accounting Officer

Positive
Negative
Uncertain
Constraining
Legalese
Litigous
Readability	H.S. freshman Avg

China Daqing M&H Petroleum (CHDP) Inactive 10-Q2010 Q3 Quarterly report

Content analysis