NOEC / New Oriental Energy & Chemical Corp - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

New Oriental Energy & Chemical Corp
US ˙ OTCPK

Statistik Asas
CIK 1312547
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to New Oriental Energy & Chemical Corp
SEC Filings (Chronological Order)
Halaman ini menyediakan senarai kronologi lengkap bagi Pemfailan SEC, tidak termasuk pemfailan pemilikan yang kami sediakan di tempat lain.
March 24, 2011 EX-99.1

New Oriental Energy & Chemical Issues Update

Exhibit 99.1 New Oriental Energy & Chemical Issues Update ? Company Receives Delisting Notice From NASDAQ; Outstanding Fees Are Paid ? Plans To Restart Manufacturing Shortly ? Annual Meeting Rescheduled For March 31, 2011 XINYANG, CHINA-(March 24, 2011) - New Oriental Energy & Chemical Corp. (NASDAQ: NOEC) (the ?Company?), a China-based specialty chemical and emerging coal-based alternative fuel m

March 24, 2011 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 24, 2011 (March 11, 2011) NEW ORIENTAL ENERGY & CHEMICAL CORP. (Exact name of registrant as specified in its charter) Delaware 001-33470 20-1917956 (State or Other Jurisdiction o

February 28, 2011 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of

February 25, 2011 EX-10.5

SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT

Exhibit 10.5 EXECUTION COPY SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 25, 2010, by and among New Oriental Energy & Chemical Corp., a Delaware corporation, with headquarters located at Xicheng Industrial Zone of Luoshan, Xinyang Henan Province, The People’s Republic of China (the “Company”), and th

February 25, 2011 8-K/A

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 20, 2010 (October 18, 2010) NEW ORIENTAL ENERGY & CHEMICAL CORP. (Exact name of registrant as specified in its charter) Delaware 001-33470 20-1917956 (State

February 25, 2011 EX-10.6

Right to Purchase up to [________] Shares of Common Stock of New Oriental Energy & Chemical Corp. (subject to adjustment as provided herein) COMMON STOCK PURCHASE WARRANT

Exhibit 10.6 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRAN

February 25, 2011 EX-10.1

EX-10.1

Exhibit 10.1

February 25, 2011 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2010 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-33470 NEW ORIEN

February 25, 2011 CORRESP

New Oriental Energy & Chemical Corp. Xicheng Industrial Zone of Luoshan, Xinyang Henan Province, The People’s Republic of China 464200

New Oriental Energy & Chemical Corp. Xicheng Industrial Zone of Luoshan, Xinyang Henan Province, The People’s Republic of China 464200 February 25, 2011 Via EDGAR Mr. Rufus Decker Accounting Branch Chief U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: New Oriental Energy & Chemical Corp. Form 10-K for the Fiscal Year ended March

February 22, 2011 EX-10.12

MAJORITY SHAREHOLDER STATEMENT

Exhibit 10.12 MAJORITY SHAREHOLDER STATEMENT Affected by the worldwide financial crisis, New Oriental Energy & Chemical Corp. failed to raise the capital from stock market as planed to complete the infrastructure of the 200,000 tons methanol production line. Due to the shortage of the capital, the production line infrastructure is not completed but New Oriental Energy & Chemical Corp. had input ov

February 22, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2010 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

February 22, 2011 EX-10.13

Approval on Solutions Relating to Start-up Capital for Henan Jinding Chemical Co., Ltd.

Exhibit 10.13 Approval on Solutions Relating to Start-up Capital for Henan Jinding Chemical Co., Ltd. According to the reports from the management of Henan Jinding Chemical Co., Ltd. (?Jinding?), after the Spring Festival, with the peak season of consumption of fertilizer and downstream enterprises of methanol resuming production, the market conditions will further improved for the products of Jin

February 14, 2011 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number 001-33470 CUSIP Number 64758A107 (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K þ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2010 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Tra

February 1, 2011 CORRESP

February 1, 2011

February 1, 2011 Via EDGAR Mr. Jeffrey Gordon Staff Accountant U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: New Oriental Energy & Chemical Corp. Form 10-K for the Fiscal Year ended March 31, 2010 Forms 10-Q for the Fiscal Quarters ended June 30, 2010 and September 30, 2010 Form 8-K filed October 20, 2010 File No. 1-33470 Dear

December 16, 2010 EX-99

New Oriental Energy & Chemical Corp. Stays Listed on The NASDAQ Stock Market

New Oriental Energy & Chemical Corp. Stays Listed on The NASDAQ Stock Market XINYANG, CHINA-(December 16, 2010) - New Oriental Energy & Chemical Corp. (NASDAQ: NOEC) (the "Company"), a China-based specialty chemical and emerging coal-based alternative fuel manufacturer, reported today it has received a letter of determination from The NASDAQ Stock Market granting the Company’s request to remain li

December 16, 2010 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) December 16, 2010 (December 14, 2010) NEW ORIENTAL ENERGY & CHEMICAL CORP. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation

November 26, 2010 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 26, 2010 (November 23, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 26, 2010 (November 23, 2010) NEW ORIENTAL ENERGY & CHEMICAL CORP. (Exact name of registrant as specified in its charter) Delaware 001-33470 20-1917956 (State or Other Jurisdic

November 22, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2010 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

November 15, 2010 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: September 30, 2010 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report

October 20, 2010 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 18, 2010 NEW ORIENTAL ENERGY & CHEMICAL CORP. (Exact name of registrant as specified in its charter) Delaware 001-33470 20-1917956 (State or other jurisdiction of incorporation

October 20, 2010 EX-99.1

New Oriental Energy & Chemical Corp. Announces Execution of Indebtedness Conversion Agreement

Exhibit 99.1 New Oriental Energy & Chemical Corp. Announces Execution of Indebtedness Conversion Agreement XINYANG, CHINA-(October 20, 2010) - New Oriental Energy & Chemical Corp. (NASDAQ: NOEC) (the "Company"), a China-based specialty chemical and emerging coal-based alternative fuel manufacturer, announced today it has executed an Indebtedness Conversion Agreement (the ?Agreement?) with Xinyang

September 30, 2010 EX-10.1

INDEBTEDNESS CONVERSION AGREEMENT

EX-10.1 2 v197901ex10-1.htm Exhibit 10.1 INDEBTEDNESS CONVERSION AGREEMENT This Indebtedness Conversion Agreement (this “Agreement”) is entered into and dated as of September 28, 2010 (the “Closing Date”) by and among New Oriental Energy & Chemical Corp., a Delaware corporation, with headquarters located at Xicheng Industrial Zone of Luoshan, Xinyang Henan Province, The People’s Republic of China

September 30, 2010 EX-10.3

INDEBTEDNESS CONVERSION AGREEMENT

Exhibit 10.3 INDEBTEDNESS CONVERSION AGREEMENT This Indebtedness Conversion Agreement (this ?Agreement?) is entered into and dated as of September 28, 2010 (the ?Closing Date?) by and among New Oriental Energy & Chemical Corp., a Delaware corporation, with headquarters located at Xicheng Industrial Zone of Luoshan, Xinyang Henan Province, The People?s Republic of China (the ?Company?) and Wang Gui

September 30, 2010 EX-99.1

New Oriental Energy & Chemical Corp. Enters Into Agreements To Convert Certain Outstanding Debt to Common Equity

Exhibit 99.1 New Oriental Energy & Chemical Corp. Enters Into Agreements To Convert Certain Outstanding Debt to Common Equity XINYANG, CHINA-(September 30, 2010) - New Oriental Energy & Chemical Corp. (NASDAQ: NOEC) (the "Company"), a China-based specialty chemical and emerging coal-based alternative fuel manufacturer, reported today that on Tuesday, September 28, 2010, with the approval of the Bo

September 30, 2010 EX-10.6

INDEBTEDNESS CONVERSION AGREEMENT

Exhibit 10.6 INDEBTEDNESS CONVERSION AGREEMENT This Indebtedness Conversion Agreement (this “Agreement”) is entered into and dated as of September 28, 2010 (the “Closing Date”) by and among New Oriental Energy & Chemical Corp., a Delaware corporation, with headquarters located at Xicheng Industrial Zone of Luoshan, Xinyang Henan Province, The People’s Republic of China (the “Company”) and Yang Hon

September 30, 2010 EX-10.2

INDEBTEDNESS CONVERSION AGREEMENT

Exhibit 10.2 INDEBTEDNESS CONVERSION AGREEMENT This Indebtedness Conversion Agreement (this ?Agreement?) is entered into and dated as of September 28, 2010 (the ?Closing Date?) by and among New Oriental Energy & Chemical Corp., a Delaware corporation, with headquarters located at Xicheng Industrial Zone of Luoshan, Xinyang Henan Province, The People?s Republic of China (the ?Company?) and Mai Xiao

September 30, 2010 EX-10.5

INDEBTEDNESS CONVERSION AGREEMENT

Exhibit 10.5 INDEBTEDNESS CONVERSION AGREEMENT This Indebtedness Conversion Agreement (this “Agreement”) is entered into and dated as of September 28, 2010 (the “Closing Date”) by and among New Oriental Energy & Chemical Corp., a Delaware corporation, with headquarters located at Xicheng Industrial Zone of Luoshan, Xinyang Henan Province, The People’s Republic of China (the “Company”) and Yu Zhiya

September 30, 2010 EX-10.4

INDEBTEDNESS CONVERSION AGREEMENT

Exhibit 10.4 INDEBTEDNESS CONVERSION AGREEMENT This Indebtedness Conversion Agreement (this “Agreement”) is entered into and dated as of September 28, 2010 (the “Closing Date”) by and among New Oriental Energy & Chemical Corp., a Delaware corporation, with headquarters located at Xicheng Industrial Zone of Luoshan, Xinyang Henan Province, The People’s Republic of China (the “Company”) and Zhou Dia

September 30, 2010 8-K

Unregistered Sales of Equity Securities, Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 30, 2010 (September 28, 2010) NEW ORIENTAL ENERGY & CHEMICAL CORP. (Exact name of registrant as specified in its charter) Delaware 001-33470 20-1917956 (State or Other Jurisd

September 16, 2010 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 16, 2010 (September 10,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 16, 2010 (September 10, 2010) NEW ORIENTAL ENERGY & CHEMICAL CORP. (Exact name of registrant as specified in its charter) Delaware 001-33470 20-1917956 (State or Other Jurisd

September 1, 2010 EX-99.3

NEW ORIENTAL ENERGY & CHEMICAL CORP. Xicheng Industrial Zone of Luoshan, Xinyang Henan Province, The People’s Republic of China 464200 August 27, 2010

Exhibit 99.3 NEW ORIENTAL ENERGY & CHEMICAL CORP. Xicheng Industrial Zone of Luoshan, Xinyang Henan Province, The People?s Republic of China 464200 August 27, 2010 VIA EMAIL ([email protected]) The Nasdaq Stock Market, Inc. Listing Qualifications 9600 Blackwell Road, Suite 500 Rockville, MD 20850 Attention: Moira Keith Re: New Oriental Energy & Chemical Corp. Dear Ms. Keith, I am the Chief

September 1, 2010 EX-99.1

New Oriental Energy & Chemical Corp. Responds To NASDAQ Request For Plan To Achieve Minimum Shareholder Equity Requirement Company Action Plan Includes Conversion of Certain Outstanding Debt to Common Equity and Plans to Encourage Conversion to Commo

Exhibit 99.1 New Oriental Energy & Chemical Corp. Responds To NASDAQ Request For Plan To Achieve Minimum Shareholder Equity Requirement Company Action Plan Includes Conversion of Certain Outstanding Debt to Common Equity and Plans to Encourage Conversion to Common Stock of Certain Additional Debt and Outstanding Warrants; Management Also May Contribute Paid-in Capital; Company Anticipates Achievin

September 1, 2010 EX-99.2

NEW ORIENTAL ENERGY & CHEMICAL CORP. AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

Exhibit 99.2 NEW ORIENTAL ENERGY & CHEMICAL CORP. AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET June 30, 2010 (Unaudited) CURRENT ASSETS Cash and cash equivalents $ 1,117,917 Restricted cash 23,192,802 Notes receivable, net of reserve of $736,279 and $732,461 at June 30, 2010 and March 31, 2010, respectively - Inventories, net 2,765,992 Prepayments for goods 323,773 Due from empl

September 1, 2010 EX-10.1

INDEBTEDNESS CONVERSION AGREEMENT

Exhibit 10.1 INDEBTEDNESS CONVERSION AGREEMENT This Indebtedness Conversion Agreement (this ?Agreement?) is entered into and dated as of August 27, 2010 by and between Long Triumph Investments Limited (?Long Triumph?) and New Oriental Energy & Chemical Corp., a Delaware corporation, with headquarters located at Xicheng Industrial Zone of Luoshan, Xinyang Henan Province, The People?s Republic of Ch

September 1, 2010 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 1, 2010 (August 26, 2010) NEW ORIENTAL ENERGY & CHEMICAL CORP. (Exact name of registrant as specified in its charter) Delaware 001-33470 20-1917956 (State or Other Jurisdicti

September 1, 2010 EX-10.2

INDEBTEDNESS CONVERSION AGREEMENT

Exhibit 10.2 INDEBTEDNESS CONVERSION AGREEMENT This Indebtedness Conversion Agreement (this ?Agreement?) is entered into and dated as of August 27, 2010 by and between Intellect Goal Investments Limited (?Intellect Goal?) and New Oriental Energy & Chemical Corp., a Delaware corporation, with headquarters located at Xicheng Industrial Zone of Luoshan, Xinyang Henan Province, The People?s Republic o

August 27, 2010 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 27, 2010 (August 23, 2010) NEW ORIENTAL ENERGY & CHEMICAL CORP. (Exact name of registrant as specified in its charter) Delaware 001-33470 20-1917956 (State or Other Jurisdiction

August 27, 2010 EX-99.1

New Oriental Energy & Chemical Corp. Reports 2010 First Quarter Revenues Increased 63% Year Over Year As Urea Sales Grew But Remained Unprofitable Outlook for DME Improving With Anticipated Legalization in Octobe of DME/Gas Mix in Henan Province

Exhibit 99.1 New Oriental Energy & Chemical Corp. Reports 2010 First Quarter Revenues Increased 63% Year Over Year As Urea Sales Grew But Remained Unprofitable Outlook for DME Improving With Anticipated Legalization in Octobe of DME/Gas Mix in Henan Province XINYANG, CHINA-(August 23, 2010) - New Oriental Energy & Chemical Corp. (NASDAQ: NOEC) (the "Company"), a China-based specialty chemical and

August 23, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2010 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

August 16, 2010 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-Q 1 v194060nt10q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K þ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: June 30, 2010 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-

August 6, 2010 424B3

PROSPECTUS New Oriental Energy & Chemical Corp. 2,336,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) File No. 333-168361 PROSPECTUS New Oriental Energy & Chemical Corp. 2,336,000 Shares of Common Stock This prospectus relates to the reoffer and resale, from time to time, of up to 2,336,000 shares of common stock by the selling security holders listed on page 14 of this prospectus. The reoffer and resale of the shares of common stock covered by this prospectus will

July 28, 2010 S-3

As filed with the Securities and Exchange Commission on July 28, 2010

As filed with the Securities and Exchange Commission on July 28, 2010 Registration No.

July 28, 2010 EX-4.2

SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT

EX-4.2 2 v191445ex4-2.htm Exhibit 4.2 EXECUTION COPY SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 25, 2010, by and among New Oriental Energy & Chemical Corp., a Delaware corporation, with headquarters located at Xicheng Industrial Zone of Luoshan, Xinyang Henan Province, The People’s Republic of Chin

July 28, 2010 EX-4.5

Right to Purchase up to [________] Shares of Common Stock of New Oriental Energy & Chemical Corp. (subject to adjustment as provided herein) COMMON STOCK PURCHASE WARRANT

Exhibit 4.5 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT

July 9, 2010 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 9, 2010 (July 6, 2010) NEW OR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 9, 2010 (July 6, 2010) NEW ORIENTAL ENERGY & CHEMICAL CORP. (Exact name of registrant as specified in its charter) Delaware 001-33470 20-1917956 (State or Other Jurisdiction of In

July 9, 2010 EX-99.1

NEW ORIENTAL ENERGY & CHEMICAL CORP. RECEIVES NOTICE FROM NASDAQ

Exhibit 99.1 NEW ORIENTAL ENERGY & CHEMICAL CORP. RECEIVES NOTICE FROM NASDAQ NEW YORK, NY? July 9, 2010 - New Oriental Energy & Chemical Corp. (NASDAQ:NOEC) (the ?Company?), a China-based specialty chemical and emerging coal-based alternative fuel manufacturer, reported today that on July 6, 2010 it received notification from the NASDAQ Listings Qualification Department that the Company?s stockho

July 6, 2010 EX-99.1

New Oriental Energy & Chemical Corp Reports Full Year Results Year Long Halt in DME Sales And Reduced Urea Sales Were Key Factors in Lower Revenues and Full Year Loss; Company Maintains Forecast of “Near Term” Resumption in DME Production and Recover

Exhibit 99.1 New Oriental Energy & Chemical Corp Reports Full Year Results Year Long Halt in DME Sales And Reduced Urea Sales Were Key Factors in Lower Revenues and Full Year Loss; Company Maintains Forecast of ?Near Term? Resumption in DME Production and Recovery to ?Normal Levels? Within One Year XINYANG, CHINA?(June 29, 2010) - - New Oriental Energy & Chemical Corp. (NASDAQ: NOEC) (the "Company

July 6, 2010 8-K

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 6, 2010 (June 29, 2010) NEW ORIENTAL ENERGY & CHEMICAL CORP. (Exact name of registrant as specified in its charter) Delaware 001-33470 20-1917956 (State or Other Jurisdiction of I

June 29, 2010 EX-21.1

Subsidiaries of New Oriental Energy & Chemical Corp. as of March 31, 2010

Exhibit 21.1 Subsidiaries of New Oriental Energy & Chemical Corp. as of March 31, 2010 ? Kinfair Holding Limited (?Kinfair?), a wholly owned inactive subsidiary of New Oriental Energy & Chemical Corp. incorporated in Hong Kong. ? Henan Jinding Chemical Co., Ltd. (?Henan Jinding?), a wholly owned subsidiary of Kinfair incorporated in the People?s Republic of China. ? Luoshan Jinding Chemicals Co.,

June 29, 2010 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2010 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-33470 NEW ORIENTAL ENERGY & CHEMICA

May 4, 2010 EX-99.1

New Oriental Energy & Chemical Corp Completes $1.7 Million Private Placement

Exhibit 99.1 New Oriental Energy & Chemical Corp Completes $1.7 Million Private Placement XINYANG, CHINA-(May 4, 2010) - - New Oriental Energy & Chemical Corp. (NASDAQ: NOEC) (the "Company"), a China-based specialty chemical and emerging coal-based alternative fuel manufacturer, announced it has successfully raised $1,700,000 through the issuance of units consisting of common stock and warrants to

May 4, 2010 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2010 (May 3, 2010) NEW ORI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2010 (May 3, 2010) NEW ORIENTAL ENERGY & CHEMICAL CORP. (Exact name of registrant as specified in its charter) Delaware 001-33470 20-1917956 (State of Incorporation) (Commissio

May 4, 2010 EX-10.1

SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 3, 2010, by and among New Oriental Energy & Chemical Corp., a Delaware corporation, with headquarters located at Xicheng Industrial Zone of Luoshan, Xinyang Henan Province, The People’s Republic of China (the “Company”), and the investors list

May 4, 2010 EX-10.2

Right to Purchase up to [________] Shares of Common Stock of New Oriental Energy & Chemical Corp. (subject to adjustment as provided herein) COMMON STOCK PURCHASE WARRANT

Exhibit 10.2 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRAN

March 26, 2010 EX-99.1

NEW ORIENTAL ENERGY & CHEMICAL CORP. TRANSCRIPT OF ANNUAL MEETING OF STOCKHOLDERS March 23, 2010

EXHIBIT 99.1 NEW ORIENTAL ENERGY & CHEMICAL CORP. TRANSCRIPT OF ANNUAL MEETING OF STOCKHOLDERS March 23, 2010 Ken Donenfeld: Good morning ladies and gentlemen. I am Ken Donenfeld of DGI Investor Relations and I’m very pleased to assist the management of New Oriental Energy & Chemical Corp. by welcoming you to the New Oriental Energy & Chemical Corp. Annual Meeting of Stockholders and reading sever

March 26, 2010 8-K

Other Events, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report March 26, 2010 (Date of earliest event reported March 23, 2010) NEW ORIENTAL ENERGY & CHEMICAL CORP. (Exact name of registrant as specified in its charter) Delaware 001-33470 20-1917956 (State of Incorporation) (Commis

March 16, 2010 EX-99.1

EX-99.1

EXHIBIT 99.1

March 16, 2010 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report March 16, 2010 (Date of earliest event reported March 16, 2010) NEW ORIENTAL ENERGY & CHEMICAL CORP. (Exact name of registrant as specified in its charter) Delaware 001-33470 20-1917956 (State of Incorporation) (Commis

February 22, 2010 EX-99.1

New Oriental Energy & Chemical Reports Narrowed Loss In Third Quarter As Fertilizer Segment Recorded Small Gross Profit Sees Resumption of DME Sales in 'Near Future' But Delays Completion of New Methanol/DME Plant Until June, 2010

Exhibit 99.1 New Oriental Energy & Chemical Reports Narrowed Loss In Third Quarter As Fertilizer Segment Recorded Small Gross Profit Sees Resumption of DME Sales in 'Near Future' But Delays Completion of New Methanol/DME Plant Until June, 2010 Xinyang, China—(February 16, 2010) - New Oriental Energy & Chemical Corp. (NASDAQ: NOEC) (the "Company"), a China-based specialty chemical and emerging coal

February 22, 2010 8-K

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 22, 2010 (February 16, 2010) NEW ORIENTAL ENERGY & CHEMICAL CORP. (Exact name of registrant as specified in its charter) Delaware 001-33470 20-1917956 (State or Other Jurisdic

February 16, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2009 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

February 11, 2010 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to Section 240.

December 8, 2009 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 8, 2009 (December 7, 2009

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 8, 2009 (December 7, 2009) NEW ORIENTAL ENERGY & CHEMICAL CORP. (Exact name of registrant as specified in its charter) Delaware 001-33470 20-1917956 (State or Other Jurisdicti

December 8, 2009 EX-99.1

New Oriental Energy & Chemical Corp Common Stock to Begin Trading on The NASDAQ Capital Market Tomorrow

Exhibit 99.1 New Oriental Energy & Chemical Corp Common Stock to Begin Trading on The NASDAQ Capital Market Tomorrow NEW YORK, NY – December 7, 2009 New Oriental Energy & Chemical Corp. (NASDAQ:NOEC - News) (the "Company"), a China-based specialty chemical and emerging coal-based alternative fuel manufacturer, reported today that effective tomorrow, December 8th, the Company’s common stock will be

November 25, 2009 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 25, 2009 (November 19, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 25, 2009 (November 19, 2009) NEW ORIENTAL ENERGY & CHEMICAL CORP. (Exact name of registrant as specified in its charter) Delaware 001-33470 20-1917956 (State or Other Jurisdic

November 25, 2009 EX-99.1

NEW ORIENTAL ENERGY & CHEMICAL CORP. RECEIVES NOTICE FROM NASDAQ

Exhibit 99.1 NEW ORIENTAL ENERGY & CHEMICAL CORP. RECEIVES NOTICE FROM NASDAQ NEW YORK, NY—November 25, 2009 - New Oriental Energy & Chemical Corp. (NasdaqGM:NOEC) (the “Company”), a China-based specialty chemical and emerging coal-based alternative fuel manufacturer, reported today that it received notification from the NASDAQ Listings Qualification Department that the Company’s stockholders’ equ

November 17, 2009 EX-99.1

New Oriental Energy & Chemical Incurs Second Quarter Loss About Equal to the Loss in the First Quarter of Fiscal 2010 Continues to Target New Methanol Plant Startup in March, 2010

Exhibit 99.1 New Oriental Energy & Chemical Incurs Second Quarter Loss About Equal to the Loss in the First Quarter of Fiscal 2010 Continues to Target New Methanol Plant Startup in March, 2010 NEW YORK, NY—November 16, 2009 - New Oriental Energy & Chemical Corp. (NasdaqGM:NOEC) (the “Company”), a China-based specialty chemical and emerging coal-based alternative fuel manufacturer, reported today t

November 17, 2009 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 17, 2009 (November 16, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 17, 2009 (November 16, 2009) NEW ORIENTAL ENERGY & CHEMICAL CORP. (Exact name of registrant as specified in its charter) Delaware 001-33470 20-1917956 (State or Other Jurisdic

November 16, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2009 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

August 19, 2009 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 19, 2009 (August 17, 2009)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 19, 2009 (August 17, 2009) NEW ORIENTAL ENERGY & CHEMICAL CORP. (Exact name of registrant as specified in its charter) Delaware 001-33470 20-1917956 (State or Other Jurisdiction

August 19, 2009 EX-99.1

First Quarter Results Of New Oriental Energy and Chemical Continued To Be Impacted by Reduced Prices and High Costs For Its Coal-based Products Company Now Sees Improving Conditions In Coming Months Especially For Methanol

Exhibit 99.1 First Quarter Results Of New Oriental Energy and Chemical Continued To Be Impacted by Reduced Prices and High Costs For Its Coal-based Products Company Now Sees Improving Conditions In Coming Months Especially For Methanol NEW YORK, NY—August 17, 2009 - - New Oriental Energy & Chemical Corp. (NasdaqGM:NOEC) (the “Company”), a specialty chemical and emerging coal-based alternative fuel

August 14, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2009 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

July 1, 2009 8-K

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 1, 2009 (June 30, 2009) NEW ORIENTAL ENERGY & CHEMICAL CORP. (Exact name of registrant as specified in its charter) Delaware 001-33470 20-1917956 (State or Other Jurisdiction of I

July 1, 2009 EX-99.1

New Oriental Energy and Chemical Reports ’09 Fiscal Year Net Loss of $3.73 Million On Reduced Sales

Exhibit 99.1 New Oriental Energy and Chemical Reports ’09 Fiscal Year Net Loss of $3.73 Million On Reduced Sales · Urea Grew to 66% of Sales and Produced Small Profit; Company Believes Fertilizer Turnaround Will Continue · Expenditures to Complete Self-Funded Methanol Plant Expansion and Debt Payoffs Contributed To Working Capital Deficiency and "Going Concern" Clause in Their Auditor's Opinion ·

June 29, 2009 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2009 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-33470 NEW ORIENTAL ENERGY & CHEMICA

June 29, 2009 EX-21.1

Subsidiaries of New Oriental Energy & Chemical Corp. as of March 31, 2009

Exhibit 21.1 Subsidiaries of New Oriental Energy & Chemical Corp. as of March 31, 2009 · Kinfair Holding Limited (“Kinfair”), a wholly owned inactive subsidiary of New Oriental Energy & Chemical Corp. incorporated in Hong Kong. · Henan Jinding Chemical Co., Ltd. (“Henan Jinding”), a wholly owned subsidiary of Kinfair incorporated in the People’s Republic of China. · Luoshan Jinding Chemicals Co.,

February 23, 2009 EX-4.1

New Oriental Energy & Chemical Corp.

Exhibit 4.1 New Oriental Energy & Chemical Corp. INCORPORATED UNDER THE LAWS OF THE STATE OF DELEWARE AUTHORIZED: 30,000,000 COMMON SHARES, $0.001 PAR VALUE This Certifies That Is The Owner of FULLY PAID AND NON-ASSESSABLE COMMON SHARES, $0.001 PAR VALUE OF New Oriental Energy & Chemical Corp. Transferable on the books of this Corporation in person or by attorney upon surrender of this Certificate

February 23, 2009 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 23, 2009 (February 23, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 23, 2009 (February 23, 2009) NEW ORIENTAL ENERGY & CHEMICAL CORP. (Exact name of registrant as specified in its charter) Delaware 001-33470 20-1917956 (State or Other Jurisdic

February 23, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2008 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

February 23, 2009 EX-99.1

New Oriental Energy and Chemical Reports Third Quarter And Nine Month Results Declined Due To Economic Conditions; Although Methanol Expansion Is Approximately 80% Complete, Company Has Moved Estimated Start-up To Mid-Summer At The Earliest; While An

Exhibit 99.1 New Oriental Energy and Chemical Reports Third Quarter And Nine Month Results Declined Due To Economic Conditions; Although Methanol Expansion Is Approximately 80% Complete, Company Has Moved Estimated Start-up To Mid-Summer At The Earliest; While Anticipating Margin Improvement and Sales Increase in Fertilizer, Company Sees Full Year Results Down Earnings Call To Be Held Tomorrow- Tu

February 20, 2009 EX-99.1

New Oriental Energy & Chemical Corp. Appoints Mr. Li Donglai As Chief Financial Officer

EXHIBIT 99.1 New Oriental Energy & Chemical Corp. Appoints Mr. Li Donglai As Chief Financial Officer NEW YORK, NY-February 20, 2009 - New Oriental Energy & Chemical Corp. (NasdaqGM:NOEC), a specialty chemical and emerging coal-based alternative fuel manufacturer in The People's Republic of China (the "PRC"), today announced the appointment of Mr. Li Donglai as the Company’s Chief Financial Officer

February 20, 2009 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report February 20, 2009 (Date of earliest event reported February 9, 2009) NEW ORIENTAL ENERGY & CHEMICAL CORP. (Exact name of registrant as specified in its charter) Delaware 001-33470 20-1917956 (State of Incorporation) (C

February 13, 2009 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to Section 240.

January 9, 2009 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report January 9, 2009 (Date of earliest event reported January 8, 2009) NEW ORIENTAL ENERGY & CHEMICAL CORP. (Exact name of registrant as specified in its charter) Delaware 001-33470 20-1917956 (State of Incorporation) (Comm

January 9, 2009 EX-99.1

New Oriental Energy & Chemical Corp Says Chief Financial Officer Will Be Leaving The Company In February

EXHIBIT 99.1 New Oriental Energy & Chemical Corp Says Chief Financial Officer Will Be Leaving The Company In February NEW YORK, NY—January 9, 2009 — New Oriental Energy & Chemical Corp. (NasdaqGM:NOEC), a specialty chemical and emerging coal-based alternative fuel manufacturer in The People's Republic of China (the "PRC"), reported today that Mr. Ben Wang, the Company’s Chief Financial Officer, ha

December 17, 2008 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report December 17, 2008 (Date of earliest event reported December 17, 2008) NEW ORIENTAL ENERGY & CHEMICAL CORP. (Exact name of registrant as specified in its charter) Delaware 001-33470 20-1917956 (State of Incorporation) (

December 17, 2008 EX-99.1

200,000 TON METHANOL PLANT NEARING COMPLETION NOEC’s new 200,000 ton capacity methanol plant, will make the Company self sufficient in the production of methanol required to achieve maximum DME production, and also permit the sale of surplus methanol

New Oriental Energy and Chemical Corp (nasdaqgm:noec) New Oriental Energy and Chemical Corp.

November 17, 2008 8-K

Results of Operations and Financial Condition, Financial Statements and Exhibits

8-K 1 v1326528k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 17, 2008 (November 14, 2008) NEW ORIENTAL ENERGY & CHEMICAL CORP. (Exact name of registrant as specified in its charter) Delaware 001-33470 20-1917956 (Sta

November 17, 2008 EX-99.1

New Oriental Energy & Chemical Reports Second Quarter Results Company To Host Investor Conference Call On Wednesday, November 19th at 8:00 am (EST)

Exhibit 99.1 New Oriental Energy & Chemical Reports Second Quarter Results Company To Host Investor Conference Call On Wednesday, November 19th at 8:00 am (EST) NEW YORK, NY—November 14, 2008 - New Oriental Energy & Chemical Corp. (NasdaqGM:NOEC), a specialty chemical and emerging coal-based alternative fuel manufacturer (the “Company”) in The People's Republic of China (the “PRC”), said today tha

November 14, 2008 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2008 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

August 29, 2008 CORRESP

NEW ORIENTAL ENERGY & CHEMICAL CORP. Xicheng Industrial Zone of Luoshan, Xinyang Henan Province, The People’s Republic of China Tel: (86-376) 216-9211 Fax: (86-376) 681-8152

NEW ORIENTAL ENERGY & CHEMICAL CORP. Xicheng Industrial Zone of Luoshan, Xinyang Henan Province, The People’s Republic of China Tel: (86-376) 216-9211 Fax: (86-376) 681-8152 August 29, 2008 Lisa Haynes Staff Accountant Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: New Oriental Energy & Chemical Corp. Form 10-KSB for fiscal yea

August 29, 2008 10KSB/A

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB/A (Amendment No. 1) þ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2008 ¨ TRANSITION REPORT UNDER SECTION

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB/A (Amendment No. 1) þ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2008 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-33470 NEW ORIENTAL ENERGY & CHEMICAL CORP. (Name of small business iss

August 29, 2008 CORRESP

Aaron W. Menzi 212.536.4883 Fax: 212.536.3901 [email protected]

Aaron W. Menzi 212.536.4883 Fax: 212.536.3901 [email protected] August 29, 2008 By EDGAR Transmission and by Courier Lisa Haynes Staff Accountant Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: New Oriental Energy & Chemical Corp. Form 10-KSB for fiscal year ended March 31, 2008 File No. 001-33470 On behalf of New Oriental

August 20, 2008 CORRESP

For The Year Ended March 31, 2008

K&L Gates LLP 559 Lexington Avenue New York, NY 10022-6030 T 212.536.3900 www.klgates.com Aaron W. Menzi 212.536.4883 Fax: 212.536.3901 [email protected] August 20, 2008 By EDGAR Transmission and by Courier Lisa Haynes Staff Accountant Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: New Oriental Energy & Chemical Corp. For

August 18, 2008 8-K

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report August 18, 2008 (Date of earliest event reported August 14, 2008) NEW ORIENTAL ENERGY & CHEMICAL CORP. (Exact name of registrant as specified in its charter) Delaware 001-33470 20-1917956 (State of Incorporation) (Comm

August 18, 2008 EX-99.1

New Oriental Energy & Chemical Reports First Quarter Revenues Increased 8.4% On Limited DME Sales Sharp Gain In DME Sales Upon Completion Of New 200,000 Ton Capacity Methanol Plant Continues To Be Anticipated Later This Year Company To Host Investor

Exhibit 99.1 [CORRECTED] New Oriental Energy & Chemical Reports First Quarter Revenues Increased 8.4% On Limited DME Sales Sharp Gain In DME Sales Upon Completion Of New 200,000 Ton Capacity Methanol Plant Continues To Be Anticipated Later This Year Company To Host Investor Conference Call On Wednesday, August 20, At 8:00am ET NEW YORK, NY-August 14, 2008 - New Oriental Energy & Chemical Corp. (Na

August 14, 2008 10-Q

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2008 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

August 14, 2008 EX-99.1

Loan Agreement

Exhibit 99.1 Loan Agreement Party A: Xinyang Hongchang Pipeline Gas Co. Ltd Party B: Henan Jinding Chemical Co., Ltd In order to support Party B’s development of and solve the problem of financing shortage from the stock market, Part A and Party B have come to an agreement after the friendly negotiation. 1. Party A agreed to lend RMB14million to Party B. The fund will be transferred to Party B’s b

July 15, 2008 8-K

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report July 15, 2008 (Date of earliest event reported July 15, 2008) NEW ORIENTAL ENERGY & CHEMICAL CORP. (Exact name of registrant as specified in its charter) Delaware 001-33470 20-1917956 (State of Incorporation) (Commissi

July 15, 2008 EX-99.1

New Oriental Energy & Chemical Beats Forecast With A 76.9% Gain In FY ’08 Revenues Which Grew To $67,832,920 As Net Income For The Year Grew 34.6%; Sees Continuing Growth As It Focuses On Expansion Of Alternative Fuel Production

Exhibit 99.1 New Oriental Energy & Chemical Beats Forecast With A 76.9% Gain In FY ’08 Revenues Which Grew To $67,832,920 As Net Income For The Year Grew 34.6%; Sees Continuing Growth As It Focuses On Expansion Of Alternative Fuel Production NEW YORK, NY—July 15, 2008 — New Oriental Energy & Chemical Corp. (NasdaqGM:NOEC), a specialty chemical and emerging alternative fuel manufacturer in The Peop

July 14, 2008 EX-22.1

Subsidiaries of New Oriental Energy & Chemical Corp as of March 31, 2008

Exhibit 22.1 Subsidiaries of New Oriental Energy & Chemical Corp as of March 31, 2008 · Kinfair Holding Limited (“Kinfair”), a wholly owned inactive subsidiary of New Oriental Energy & Chemical Corp. incorporated in Hong Kong. · Henan Jinding Chemical Co., Ltd., (“Henan Jinding”), a wholly owned subsidiary of Kinfair incorporated in the People’s Republic of China. · Luoshan Jinding Chemicals Co.,

July 14, 2008 10KSB

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB þ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2008 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB þ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2008 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-33470 NEW ORIENTAL ENERGY & CHEMICAL CORP. (Name of small business issuer in its charter)

March 31, 2008 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report March 31, 2008 (Date of earliest event reported March 27, 2008) NEW ORIENTAL ENERGY & CHEMICAL CORP. (Exact name of registrant as specified in its charter) Delaware 001-33470 20-1917956 (State of Incorporation) (Commis

March 31, 2008 EX-99.2

New Oriental Energy & Chemical Sees Continuing Expansion of Alternative Energy Capacity; Reiterates Fiscal Year ’08 Growth Expectation of an Approximately 70% Increase In Revenues

Exhibit 99.2 New Oriental Energy & Chemical Sees Continuing Expansion of Alternative Energy Capacity; Reiterates Fiscal Year ’08 Growth Expectation of an Approximately 70% Increase In Revenues NEW YORK, NY-March 28, 2008 - At the Company’s Annual Meeting held yesterday, Mr. Chen Si Qiang, Chairman of the Board and CEO of New Oriental Energy & Chemical Corp. (NasdaqGM:NOEC), a specialty chemical an

March 31, 2008 EX-99.1

MINUTES OF ANNUAL MEETING OF STOCKHOLDERS OF NEW ORIENTAL ENERGY & CHEMICAL CORP. Held on March 27, 2008

Exhibit 99.1 MINUTES OF ANNUAL MEETING OF STOCKHOLDERS OF NEW ORIENTAL ENERGY & CHEMICAL CORP. Held on March 27, 2008 The 2008 Annual Meeting of the Stockholders (the “Meeting”) of New Oriental Energy & Chemical Corp. (the “Company”) was held at the New York office of Kirkpatrick & Lockhart Preston Gates Ellis LLP, 599 Lexington Avenue, in New York 10022, and by videoconference at the Beijing Repr

February 28, 2008 EX-99.1

EX-99.1

February 28, 2008 EX-99.2

EX-99.2

February 28, 2008 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report February 28, 2008 (Date of earliest event reported February 28, 2008

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report February 28, 2008 (Date of earliest event reported February 28, 2008) NEW ORIENTAL ENERGY & CHEMICAL CORP. (Exact name of registrant as specified in its charter) Delaware 001-33470 20-1917956 (State of Incorporation) (

February 15, 2008 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report February 15, 2008 (Date of earliest event reported February 15, 2008

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report February 15, 2008 (Date of earliest event reported February 15, 2008) NEW ORIENTAL ENERGY & CHEMICAL CORP. (Exact name of registrant as specified in its charter) Delaware 001-33470 20-1917956 (State of Incorporation) (

February 15, 2008 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 NEW ORIENTAL ENERGY & CHEMICAL CORP. NEW ORIENTAL ENERGY & CHEMICAL CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to Section 240.

February 15, 2008 EX-99.1

NEW ORIENTAL ENERGY & CHEMICAL REPORTS RECORD THIRD QUARTER AND NINE MONTH RESULTS ON CONTINUED YEAR OVER YEAR INCREASES IN ALTERNATIVE ENERGY SALES

Exhibit 99.1 NEW ORIENTAL ENERGY & CHEMICAL REPORTS RECORD THIRD QUARTER AND NINE MONTH RESULTS ON CONTINUED YEAR OVER YEAR INCREASES IN ALTERNATIVE ENERGY SALES · Q3 Sales Rose Nearly 90% To Slightly Lower Than Forecasted $20.2 Million Compared With $10.6 Million Last Year; Net Income Grew 130% To A Record $ 2.2 Million · Full Year Revenues Are Now Expected To Grow 70% To Approximately $66 Millio

February 14, 2008 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2007 o TRANSITION REPORT UNDER SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2007 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT Commission File Number: 001-33470 NEW ORIENTAL ENERGY & CHEMICAL CORP. (Exact Name of Small Business Issuer as Specif

December 13, 2007 EX-99.1

NEW ORIENTAL ENERGY (NASDAQ: NOEC)

NEW ORIENTAL ENERGY (NASDAQ: NOEC) New Oriental Energy and Chemical Corp., which began trading on NASDAQ in May, 2007, is an established and profitable specialty chemical manufacturer in China which has successfully leveraged its core expertise in fertilizer production, along with inherent manufacturing synergies, to become an emerging manufacturer of alternative fuels, specifically Dimethyl Ether

December 13, 2007 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report December 13, 2007 (Date of earliest event reported December 13, 2007

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report December 13, 2007 (Date of earliest event reported December 13, 2007) NEW ORIENTAL ENERGY & CHEMICAL CORP. (Exact name of registrant as specified in its charter) Delaware 001-33470 20-1917956 (State of Incorporation) (

November 30, 2007 EX-99.1

EX-99.1

November 30, 2007 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report November 30, 2007 (Date of earliest event reported November 30, 2007

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report November 30, 2007 (Date of earliest event reported November 30, 2007) NEW ORIENTAL ENERGY & CHEMICAL CORP. (Exact name of registrant as specified in its charter) Delaware 001-33470 20-1917956 (State of Incorporation) (

November 14, 2007 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report November 14, 2007 (Date of earliest event reported November 14, 2007

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report November 14, 2007 (Date of earliest event reported November 14, 2007) NEW ORIENTAL ENERGY & CHEMICAL CORP. (Exact name of registrant as specified in its charter) Delaware 001-33470 20-1917956 (State of Incorporation) (

November 14, 2007 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2007 ¨ TRANSITION REPORT UNDER SECTIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2007 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT Commission File Number: 001-33470 NEW ORIENTAL ENERGY & CHEMICAL CORP. (Exact Name of Small Business Issuer as Speci

November 14, 2007 EX-99.1

New Oriental Energy & Chemical Corporation Reports Record Revenue for the Second Quarter Fiscal 2008 on Increase in Alternative Energy Sales

Exhibit 99.1 New Oriental Energy & Chemical Corporation Reports Record Revenue for the Second Quarter Fiscal 2008 on Increase in Alternative Energy Sales · Second Quarter Revenue Rose 129.4% to $18.2 million while Net Income Increased 14.7% to $900,000 · A 790% Increase in DME Alternative Fuel Revenue to $12.2 million Contributed 67% of Total Revenue in the Quarter · Revenue for the First Six Mont

September 7, 2007 EX-99.1

- 2 -

Exhibit 99.1 New Oriental Energy & Chemical Corporation Announces New DME Contracts With Several Industry Leading Distributors New Contracts Represent Approximately $4.3 Million in Future Quarterly Revenue; Additional DME Capacity Set to Contribute Ahead of Previous Schedule NEW YORK, NY-(MARKET WIRE)-Sep 6, 2007 - New Oriental Energy & Chemical Corp. (NasdaqCM:NOEC - News), a specialty chemical a

September 7, 2007 8-K

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report September 7, 2007 (Date of earliest event reported September 6, 2007) NEW ORIENTAL ENERGY & CHEMICAL CORP. (Exact name of registrant as specified in its charter) Delaware 001-33470 20-1917956 (State of Incorporation) (

August 16, 2007 8-K

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report August 16, 2007 (Date of earliest event reported August 13, 2007) NEW ORIENTAL ENERGY & CHEMICAL CORP. (Exact name of registrant as specified in its charter) Delaware 001-33470 20-1917956 (State of Incorporation) (Comm

August 16, 2007 EX-99.1

New Oriental Energy & Chemical Corporation Reports Record First Quarter Results

Exhibit 99.1 New Oriental Energy & Chemical Corporation Reports Record First Quarter Results · First Quarter Revenues Increased 60% to $14.7 million · Alternative Fuel Revenue Increased 63% to $4.5 million · Annual DME production capacity to double with completion of plant expansion in September New York, NY - (MARKET WIRE) -August 13, 2007 - New Oriental Energy & Chemical Corp. (NOEC; NASDAQ), a

August 15, 2007 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2007 ¨ TRANSITION REPORT UNDER SECTION 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2007 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT Commission File Number: 001-33470 NEW ORIENTAL ENERGY & CHEMICAL CORP. (Exact Name of Small Business Issuer as Specified

August 2, 2007 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report August 2, 2007 (Date of earliest event reported August 2, 2007) NEW

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report August 2, 2007 (Date of earliest event reported August 2, 2007) NEW ORIENTAL ENERGY & CHEMICAL CORP. (Exact name of registrant as specified in its charter) Delaware 001-33470 20-1917956 (State of Incorporation) (Commis

August 2, 2007 EX-99.1

EX-99.1

July 16, 2007 10KSB

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-KSB

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-KSB x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2007 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-33470 NEW ORIENTAL ENERGY & CHEMICAL CORP.

July 3, 2007 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report July 3, 2007 (Date of earliest event reported July 2, 2007) NEW ORIE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report July 3, 2007 (Date of earliest event reported July 2, 2007) NEW ORIENTAL ENERGY & CHEMICAL CORP. (Exact name of registrant as specified in its charter) Delaware 001-33470 20-1917956 (State of Incorporation) (Commission

July 3, 2007 EX-99.1

New Oriental Energy & Chemical Corporation Announces Fiscal 2007 Financial Results

Exhibit 99.1 New Oriental Energy & Chemical Corporation Announces Fiscal 2007 Financial Results · Company Reports a 26.8% Increase in Annual Revenue to $39 million · Alternative Fuel Revenue Increased 108% to $12.2 million · New DME Production Facility Scheduled to be Available by September 2007 will add 100,000 tons of Additional Annualized Capacity · Company Anticipates First Quarter Revenues of

May 15, 2007 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 NEW ORIENTAL ENERGY & CHEMICAL CORP. (Exact nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 NEW ORIENTAL ENERGY & CHEMICAL CORP. (Exact name of registrant as specified in its charter) Delaware 20-191795 (State of incorporation or organization) (I.R.S. Employer Identification No.) Xicheng

April 11, 2007 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report April 11, 2007 (Date of earliest event reported April 1, 2007) NEW ORIENTAL ENERGY & CHEMICAL CORP. (Exact name of registrant as specified in its charter) Delaware 333-125131 20-1917956 (State of Incorporation) (Commis

April 11, 2007 EX-99.1

New Oriental Energy & Chemical Corporation Provides Update on DME Production Facility Expansion

EXHIBIT 99.1 New Oriental Energy & Chemical Corporation Provides Update on DME Production Facility Expansion · 150,000 Tons of Annual DME Capacity on Schedule to be Available by September 2007 · Company Expects Alternative Energy Sales to Increase 21% Sequentially to Approximately $4.2 million for the fourth quarter ended March 31, 2007 NEW YORK, NY-(MARKET WIRE)—April 11, 2007 - New Oriental Ener

April 11, 2007 EX-10.1

Labor Contract

EXHIBIT 10.1 Labor Contract Party A: New Oriental Energy & Chemical Corp. Address o Xicheng Industrial Zone of Luoshan, Xinyang City, Henan Province, The People’s Republic of China Party B : Ben Wang Gender: Male Date of Birth: 1973 ID No.: Educational Level: PHD Email Address: [email protected] This contract is made by and between the employing work unit (hereinafter referred to as “Party A”) a

April 10, 2007 EX-14

CODE OF BUSINESS CONDUCT AND ETHICS NEW ORIENTAL ENERGY & CHEMICAL CORP. Adopted April 9, 2007 Table of Contents

EXHIBIT 14 CODE OF BUSINESS CONDUCT AND ETHICS OF NEW ORIENTAL ENERGY & CHEMICAL CORP.

April 10, 2007 EX-99.2

Compensation Committee Charter

EXHIBIT 99.2 Compensation Committee Charter Purpose The primary purpose of the Compensation Committee is: (i) to assist the Board in discharging its responsibilities in respect of compensation of the Company's Executive Officers; and (ii) to produce an annual report for inclusion in the Company's proxy statement on executive compensation. Organization The Compensation Committee shall consist of th

April 10, 2007 EX-99.3

Nominating/Corporate Governance Committee Charter

EXHIBIT 99.3 Nominating/Corporate Governance Committee Charter Purpose The primary objectives of the Nominating/Corporate Governance Committee are to assist the Board by: (i) identifying individuals qualified to become Board members and recommending that the Board select a group of Director nominees for each next annual meeting of the Company's stockholders; (ii) ensuring that the Audit, Compensat

April 10, 2007 EX-99.1

Audit Committee Charter

EXHIBIT 99.1 Audit Committee Charter Purpose The primary functions of the Audit Committee are to assist the Board of Directors in fulfilling its oversight responsibilities with respect to: (i) the Company's systems of internal controls regarding finance, accounting, legal compliance and ethical behavior; (ii) the Company's auditing, accounting and financial reporting processes generally; (iii) the

April 10, 2007 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report April 10, 2007 (Date of earliest event reported April 5, 2007) NEW ORIENTAL ENERGY & CHEMICAL CORP. (Exact name of registrant as specified in its charter) Delaware 333-125131 20-1917956 (State of Incorporation) (Commis

February 23, 2007 EX-3.2

Section 2 of Article VII of the Bylaws of New Oriental Energy & Chemical Corp. (formerly Sports Source, Inc.), as amended:

Exhibit 3.2 Section 2 of Article VII of the Bylaws of New Oriental Energy & Chemical Corp. (formerly Sports Source, Inc.), as amended: Section 2. Fiscal Year. The fiscal year of the Corporation shall end on the last day of March in each year and shall begin on the next succeeding day, or shall be for such other period as the Board of Directors may from time to time designate with the consent of th

February 23, 2007 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report February 23, 2007 (Date of earliest event reported October 11, 200

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report February 23, 2007 (Date of earliest event reported October 11, 2006) NEW ORIENTAL ENERGY & CHEMICAL CORP. (Exact name of registrant as specified in its charter) Delaware 333-125131 20-1917956 (State of Incorporation)

February 15, 2007 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report February 15, 2007 (Date of earliest event reported February 15, 2007

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report February 15, 2007 (Date of earliest event reported February 15, 2007) NEW ORIENTAL ENERGY & CHEMICAL CORP. (Exact name of registrant as specified in its charter) Delaware 333-125131 20-1917956 (State of Incorporation)

February 15, 2007 EX-99.1

New Oriental Energy & Chemical Corporation Announces Financial Results for the Third Quarter of Fiscal 2007 Company Reports 16% Increase in Revenue to $10.9 million versus Q3FY06; Net Income of $952,000 and EPS of $0.09

Exhibit 99.1 New Oriental Energy & Chemical Corporation Announces Financial Results for the Third Quarter of Fiscal 2007 Company Reports 16% Increase in Revenue to $10.9 million versus Q3FY06; Net Income of $952,000 and EPS of $0.09 Third Quarter 2007 Highlights: · DME Production Expanded to 50,000 tons of Available Annual Capacity during the Quarter · Company Returns to Profitability as Gross and

February 14, 2007 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2006 ¨ TRANSITION REPORT UNDER SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2006 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT Commission File Number: 333-125131 NEW ORIENTAL ENERGY & CHEMICAL CORP. (Exact Name of Small Business Issuer as Speci

February 12, 2007 EX-16

February 12, 2007

February 12, 2007 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Re: New Oriental Energy & Chemical Corp. (formerly Sports Source, Inc.) File Ref. No.333-125131 We have read the statements of New Oriental Energy & Chemical Corp. (formerly Sports Source, Inc.) pertaining to our firm included under Item 4.01 of Form 8-k dated February 12, 2007 and agree with such stateme

February 12, 2007 8-K

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report February 12, 2007 (Date of earliest event reported February 6, 2007) NEW ORIENTAL ENERGY & CHEMICAL CORP. (Exact name of registrant as specified in its charter) Delaware 333-125131 20-1917956 (State of Incorporation) (

February 7, 2007 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report February 7, 2007 (Date of earliest event reported February 7, 2007)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report February 7, 2007 (Date of earliest event reported February 7, 2007) NEW ORIENTAL ENERGY & CHEMICAL CORP. (Exact name of registrant as specified in its charter) Delaware 333-125131 20-1917956 (State of Incorporation) (C

February 7, 2007 EX-99.1

EX-99.1

February 7, 2007 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report February 7, 2007 (Date of earliest event reported November 21, 2006)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report February 7, 2007 (Date of earliest event reported November 21, 2006) SPORTS SOURCE, INC. (Exact name of registrant as specified in its charter) Delaware 333-125131 20-1917956 (State of Incorporation) (Commission File N

February 7, 2007 EX-3.1

CERTIFICATE OF AMENDMENT CERTIFICATE OF INCORPORATION SPORTS SOURCE, INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware)

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF SPORTS SOURCE, INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Sports Source, Inc., a Delaware corporation, hereby certifies as follows: 1. The name of the corporation (hereinafter called the “Corporation”) is Sports Source, Inc. The date of the filing of the Certificate of Incorporation

November 17, 2006 EX-99.2

Sports Source, Inc. Announces Quarterly Financial Results for September 30, 2006 Kinfair Holdings Limited successfully completes merger with Sports Source, Inc. on October 11, 2006

EXHIBIT 99.2 Sports Source, Inc. Announces Quarterly Financial Results for September 30, 2006 Kinfair Holdings Limited successfully completes merger with Sports Source, Inc. on October 11, 2006 NEW YORK, NY-November 17, 2006 - Sports Source, Inc. (OTCBB: SPSI) (“Sports Source”) announced today its unaudited fiscal 2007 second quarter results for its wholly-owned operating subsidiary, Kinfair Holdi

November 17, 2006 EX-99.1

KINFAIR HOLDINGS LIMITED AND SUBSIDIARIES (FORMERLY HENAN JINDING CHEMICALS CO., LTD AND SUBSIDIARY) UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED SEPTEMBER 30, 2006 INDEX TO FINANCIAL STATEMENTS Basis of Presentation F-2

EXHIBIT 99.1 KINFAIR HOLDINGS LIMITED AND SUBSIDIARIES (FORMERLY HENAN JINDING CHEMICALS CO., LTD AND SUBSIDIARY) UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED SEPTEMBER 30, 2006 INDEX TO FINANCIAL STATEMENTS Basis of Presentation F-2 Unaudited Pro Forma Consolidated Balance Sheets as of September 30, 2006 F-3 Unaudited Pro Forma Consolidated Statements of Income (Loss

November 17, 2006 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 17, 2006 (November 17, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 17, 2006 (November 17, 2006) SPORTS SOURCE, INC. (Exact name of registrant as specified in its charter) Delaware 333-125131 20-1917956 (State or Other Jurisdiction of Incorpor

November 9, 2006 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2006 ¨ TRANSITION REPORT UNDER SECTIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2006 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT Commission File Number: 333-125131 SPORTS SOURCE, INC. (Exact Name of Small Business Issuer as Specified in Its Char

October 26, 2006 SC 13D

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) SPORTS SOURCE, INC. (Name of Issuer)

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) SPORTS SOURCE, INC. - (Name of Issuer) Common Stock, par value $0.001 per share - (Title of Class of Securities) 84920L104 (CUSIP Number) Chen Wei Dong c/o Auto Chance International Limi

October 13, 2006 EX-10.1

BANK OF CHINA Loan Contract (For Short Term)

EXHIBIT 10.1 BANK OF CHINA Loan Contract (For Short Term) The Borrower: Luoshan finding Chemical Co., Ltd. Business License No.: 4130282000056 Legal Representative: Zhou Dianchang Address: Xicheng Industrial Zone, Luoshan A/C and opening Bank: Bank of China, Luoshan Sub-branch, 29925708092001 TEL: 0S76-2168518 The Lender: Bank of China, Luoshan Sub-branch Legal Representative: Wang Yong'an Address

October 13, 2006 EX-2.2

Share Transfer Agreement

EXHIBIT 2.2 Share Transfer Agreement Party A: KINFAIR Holdings Limited Party B: Xinyang Hongchang Channel Gas Engineering Co., Ltd. Party C: Mai XiaoFu Party D: Wang Guiquan Party E: Yu Zhiyang Party F: Yang Hongtao Through friendly negotiations, herewith Party B, C, D, E and F have agreed to enter into this Agreement on Share Transfer to Party A as follows: 1. All parties have unanimously agreed

October 13, 2006 EX-99.3

KINFAIR HOLDINGS LIMITED AND SUBSIDIARIES (FORMERLY HENAN JINDING CHEMICALS CO., LTD AND SUBSIDIARY) UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2006 INDEX TO FINANCIAL STATEMENTS

EXHIBIT 99.3 KINFAIR HOLDINGS LIMITED AND SUBSIDIARIES (FORMERLY HENAN JINDING CHEMICALS CO., LTD AND SUBSIDIARY) UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2006 INDEX TO FINANCIAL STATEMENTS Basis of Presentation F-35 Unaudited Pro Forma Consolidated Balance Sheets as of June 30, 2006 F-36 Unaudited Pro Forma Consolidated Statements of Income (Loss) and Co

October 13, 2006 PRE 14C

SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934

SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: T Preliminary Information Statement £ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) £ Definitive Information Statement SPORTS SOURCE, INC.

October 13, 2006 EX-10.7

LAO JIAN ZI NO.:__________ Labor Contract

EXHIBIT 10.7 LAO JIAN ZI NO.: Labor Contract Party A: Nature: Address: Party B: Gender: Date of Birth: ID No.: Educational Level: Address: This contract is made by and between the employing work unit (hereinafter referred to as “Party A”) and the laborer (hereafter referred to as “Party B”) on the principle of voluntaries and equality through mutual negotiation in accordance with Labor Law of the

October 13, 2006 EX-10.6

Loan Extension Agreement

EXHIBIT 10.6 Loan Extension Agreement Party A: Xinyang Hongchang Channel Gas Engineering Co., Ltd. Party B: Luoshan Jinding Chemical Co., Ltd. Party A, as the Controlling Shareholder (CS) of Party B, herewith signed the Loan Agreement with Party B in January 2005 in order to provide better financial support of Party B’s development, in which Party A has agreed to borrow a total of RMB 10,000,000 t

October 13, 2006 EX-10.15

Employment Contract

EXHIBIT 10.15 Employment Contract Party A: Henan Jinding Chemical Industry Co., Ltd. Party B: Wang Xiangfu To establish a labor relationship and define the rights and obligations of the two parties, Party A and Party B conclude this Contract based on voluntariness, consultation and consistency, in accordance with the Labor Law of the People’s Republic of China, as well as related regulations. Arti

October 13, 2006 EX-99.2

HENAN JINDING CHEMICALS CO., LTD. AND SUBSIDIARY FINANCIAL STATEMENTS MARCH 31, 2006 AND 2005 INDEX TO FINANCIAL STATEMENTS

EXHIBIT 99.2 HENAN JINDING CHEMICALS CO., LTD. AND SUBSIDIARY FINANCIAL STATEMENTS MARCH 31, 2006 AND 2005 INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm F-12 Consolidated Balance Sheets as of March 31, 2006 and 2005 F-13 Consolidated Statements of Income and Comprehensive Income for the years ended March 31, 2006 and 2005 F-14 Consolidated Statements of Chan

October 13, 2006 EX-10.4

Employment Contract

EXHIBIT 10.4 Employment Contract Party A: Henan Jinding Chemical Industry Co., Ltd. Party B: Wu Peng To establish a labor relationship and define the rights and obligations of the two parties, Party A and Party B conclude this Contract based on voluntariness, consultation and consistency, in accordance with the Labor Law of the People’s Republic of China, as well as related regulations. Article 1

October 13, 2006 EX-99.4

KINFAIR HOLDINGS LIMITED AND SUBSIDIARIES (FORMERLY HENAN JINDING CHEMICALS CO., LTD AND SUBSIDIARY) UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2006 INDEX TO FINANCIAL STATEMENT Basis of Presentation F-40 Unaud

EXHIBIT 99.4 KINFAIR HOLDINGS LIMITED AND SUBSIDIARIES (FORMERLY HENAN JINDING CHEMICALS CO., LTD AND SUBSIDIARY) UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2006 INDEX TO FINANCIAL STATEMENT Basis of Presentation F-40 Unaudited Pro Forma Consolidated Statement of Income (Loss) and Comprehensive Income (Loss) for the year ended March 31, 2006 F-41 Notes to Un

October 13, 2006 EX-10.3

RMB CURRENCY LOAN CONTRACT China Construction Bank Henan Branch

EXHIBIT 10.3 RMB CURRENCY LOAN CONTRACT China Construction Bank Henan Branch Borrower (hereinafter to as Party A): Luoshan Jinding Chemical Co., Ltd Lender (hereinafter to as Party B): Xinyang Branch of China Construction Bank Party A hereby applies loan from Party B and Party B agrees to issue the loan. Party A and Party B hereby agree to enter into this Contract for the observance and performanc

October 13, 2006 EX-99.1

KINFAIR HOLDINGS LIMITED AND SUBSIDIARIES (FORMERLY HENAN JINDING CHEMICALS CO., LTD. AND SUBSIDIARY) FINANCIAL STATEMENTS JUNE 30, 2006 AND 2005 INDEX TO FINANCIAL STATEMENTS

EXHIBIT 99.1 KINFAIR HOLDINGS LIMITED AND SUBSIDIARIES (FORMERLY HENAN JINDING CHEMICALS CO., LTD. AND SUBSIDIARY) FINANCIAL STATEMENTS JUNE 30, 2006 AND 2005 INDEX TO FINANCIAL STATEMENTS Condensed Consolidated Balance Sheets as of June 30, 2006 (Unaudited) and March 31, 2006 F-2 Condensed Consolidated Statements of Income and Comprehensive Income for the three months ended June 30, 2006 and 2005

October 13, 2006 EX-99.5

KINFAIR HOLDINGS LIMITED COMPLETES REVERSE TAKEOVER OF SPORTS SOURCE, INC. (SPSI.OB)

Exhibit 99.5 FOR IMMEDIATE RELEASE KINFAIR HOLDINGS LIMITED COMPLETES REVERSE TAKEOVER OF SPORTS SOURCE, INC. (SPSI.OB) NEW YORK, NEW YORK, October 13, 2006 - Sports Source, Inc. (SPSL.OB) announced that it was acquired by Kinfair Holdings Limited, a Hong Kong company, in a reverse takeover on October 11, 2006. Kinfair, through its China-based subsidiary, manufactures markets and sells chemicals u

October 13, 2006 SC 14F1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14F-1 INFORMATION STATEMENT PURSUANT TO SECTION 14F OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER SPORTS SOURCE, INC. (Exact name of registrant as spe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14F-1 INFORMATION STATEMENT PURSUANT TO SECTION 14F OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER SPORTS SOURCE, INC. (Exact name of registrant as specified in its corporate charter) Delaware 333-125131 20-1917956 (State or other jurisdiction of incorporation or organization) (Commission File Number

October 13, 2006 EX-10.9

CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION ASTERISKS (*****) DENOTE SUCH OMISSION

CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION ASTERISKS (*****) DENOTE SUCH OMISSION Exhibit 10.

October 13, 2006 EX-10.14

WITH THE SECURITIES AND EXCHANGE COMMISSION ASTERISKS (*****) DENOTE SUCH OMISSION

CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION ASTERISKS (*****) DENOTE SUCH OMISSION Exhibit 10.

October 13, 2006 EX-10.13

CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION ASTERISKS (*****) DENOTE SUCH OMISSION

CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION ASTERISKS (*****) DENOTE SUCH OMISSION Exhibit 10.

October 13, 2006 EX-10.10

CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION ASTERISKS (*****) DENOTE SUCH OMISSION

CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION ASTERISKS (*****) DENOTE SUCH OMISSION Exhibit 10.

October 13, 2006 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 13, 2006 (October 11, 2006

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 13, 2006 (October 11, 2006) SPORTS SOURCE, INC. (Exact name of registrant as specified in its charter) Delaware 333-125131 20-1917956 (State or Other Jurisdiction of Incorporat

October 13, 2006 EX-10.11

CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION ASTERISKS (*****) DENOTE SUCH OMISSION

CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION ASTERISKS (*****) DENOTE SUCH OMISSION Exhibit 10.

October 13, 2006 EX-10.2

RMB CURRENCY LOAN CONTRACT China Construction Bank Henan Branch

EXHIBIT 10.2 RMB CURRENCY LOAN CONTRACT China Construction Bank Henan Branch Borrower (hereinafter to as Party A): Luoshan Jinding Chemical Co., Ltd Lender (hereinafter to as Party B): Xinyang Branch of China Construction Bank Party A hereby applies loan from Party B and Party B agrees to issue the loan. Party A and Party B hereby agree to enter into this Contract for the observance and performanc

October 13, 2006 EX-10.12

CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION ASTERISKS (*****) DENOTE SUCH OMISSION

CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION ASTERISKS (*****) DENOTE SUCH OMISSION Exhibit 10.

October 13, 2006 EX-10.16

Employment Contract

EXHIBIT 10.16 Employment Contract Party A: Henan Jinding Chemical Industry Co., Ltd. Party B: Li Donglai To establish a labor relationship and define the rights and obligations of the two parties, Party A and Party B conclude this Contract based on voluntariness, consultation and consistency, in accordance with the Labor Law of the People’s Republic of China, as well as related regulations. Articl

October 13, 2006 EX-2.1

SHARE EXCHANGE AGREEMENT Between and Among Sports Source, Inc. Kinfair Holdings Limited Auto Chance International Limited Dated as of October 11, 2006 TABLE OF CONTENTS

SHARE EXCHANGE AGREEMENT Between and Among Sports Source, Inc. and Kinfair Holdings Limited and Auto Chance International Limited Dated as of October 11, 2006 TABLE OF CONTENTS PAGE ARTICLE I REPRESENTATIONS, COVENANTS, AND WARRANTIES OF KINFAIR 1 Section 1.01 Organization 1 Section 1.02 Capitalization 2 Section 1.03 Subsidiaries and Predecessor Corporations 2 Section 1.04 Financial Statements. 2

October 13, 2006 EX-2.3

Henan Jinding Chemical Industry Industry Co, Ltd. Hong Kong KINFAIR Holdings Limited Stock Purchase Agreement February 19, 2006

EXHIBIT 2.3 Henan Jinding Chemical Industry Industry Co, Ltd. And Hong Kong KINFAIR Holdings Limited Stock Purchase Agreement February 19, 2006 1 Table of Contents Chapter 1 Definition Chapter 2 Purchase of Stock Chapter 3 Statements and Assurance of the Selling Party Chapter 4 Statement and Guarantee of Purchasing Party Chapter 5 Responsibilities for Breach of Statement and Guarantees Chapter 6 C

October 13, 2006 EX-17.1

October 11, 2006

Exhibit 17.1 October 11, 2006 Shareholders and Board of Directors Sports Source, Inc. 421 7th Avenue, 14th Floor New York, NY 10001 Re: Sports Source, Inc. Dear Sir/Madam: This letter hereby serves as my notification to the shareholders and directors of Sports Source, Inc. of my resignation, effective upon the 10th day following the mailing of the Company’s Information Statement, from my position

October 13, 2006 EX-10.8

CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION ASTERISKS (*****) DENOTE SUCH OMISSION

CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION ASTERISKS (*****) DENOTE SUCH OMISSION Exhibit 10.

October 13, 2006 EX-10.5

People?s government of Luoshan County October 31, 2005

EXHIBIT 10.5 Luoshan (2005) No. 5907 Legal person for the use of land: Luoshan Jinding Chemical Industry Co. Ltd. Location: Xicheng Industry Zone, Luoshan County Certificate Number: 21511160 Usage of land: comprehensive utilization Usage type: Sale Termination: January 15, 2055 Total area of use of land: 19370.40 square meters According to and , in order to protect the legal rights of land and pro

July 26, 2006 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarterly period ended June 30, 2006. or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from to. Commission file number 333-125131 SPORTS SOURCE,

April 28, 2006 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarterly period ended March 31, 2006. or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from to. Commission file number 333-125131 SPORTS SOURCE,

March 1, 2006 10KSB/A

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM 10-KSB

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM 10-KSB x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For Fiscal Year Ended December 31, 2005 Commission File #333-125131 SPORTS SOURCE, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 20-191795

March 1, 2006 10QSB/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM 10-QSB (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM 10-QSB (Mark One) x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarterly period ended September 30, 2005. or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from to. Commission fil

February 17, 2006 EX-14

SPORTS SOURCE, INC. FINANCIAL CODE OF ETHICS

SPORTS SOURCE, INC. FINANCIAL CODE OF ETHICS As a public company, it is of critical importance that Sports Source Corporation (“Sports Source”) filings with the Securities and Exchange Commission be accurate and timely. Depending on their position with Sports Source, employees may be called upon to provide information to assure that Sports Source’s public reports are complete, fair, and understand

February 17, 2006 10KSB

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KSB

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KSB x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For Fiscal Year Ended December 31, 2005 Commission File #333-125131 SPORTS SOURCE, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 20-1917956 (IRS Employer Ide

November 9, 2005 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarterly period ended September 30, 2005. or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from to. Commission file number 333-125131

August 11, 2005 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarterly period ended June 30, 2005. or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from to. Commission file number 333-125131 SPOR

July 29, 2005 CORRESP

SPORTS SOURCE, INC. 421 SEVENTH AVENUE, 14TH FLOOR NEW YORK, NEW YORK 10001 (516) 384-0832

SPORTS SOURCE, INC. 421 SEVENTH AVENUE, 14TH FLOOR NEW YORK, NEW YORK 10001 (516) 384-0832 July 29, 2005 U.S. Securities & Exchange Commission Office of Small Business 450 Fifth Street NW Washington, D.C. 20549 Re: Sports Source, Inc. File No. 333-125131 Dear Sir/Madam: Request is hereby made for the acceleration of the effective date of our Registration Statement on Form SB-2, File No. 333-125131

July 22, 2005 SB-2/A

SECURITIES AND EXCHANGE COMMISSION AMENDMENT NO. 3 TO FORM SB-2 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 SPORTS SOURCE, INC. (Exact Name of Small Business Issuer in its Charter)

SECURITIES AND EXCHANGE COMMISSION AMENDMENT NO. 3 TO FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SPORTS SOURCE, INC. (Exact Name of Small Business Issuer in its Charter) DELAWARE 20-1917956 (State of Incorporation) (Primary Standard Classification Code) (IRS Employer ID No.) 421 Seventh Avenue, 14th Floor New York, New York 10001 (516) 384-0832 (Address and Telephone Number

July 7, 2005 CORRESP

July 6, 2005

July 6, 2005 Mr. Jeffrey Riedler Division of Corporate Finance U.S. Securities & Exchange Commission Mail Stop 0511 Washington, D.C. 20549 RE: Sports Source, Inc. Amendment No. 1 to Registration Statement on Form SB-2 Filed June 20, 2005 File No. 333-125131 Dear Mr. Riedler: We represent Sports Source, Inc. (“Sports Source”). We are in receipt of your letter dated June 30, 2005 regarding the above

July 7, 2005 SB-2/A

SECURITIES AND EXCHANGE COMMISSION AMENDMENT NO. 2 TO FORM SB-2 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 SPORTS SOURCE, INC. (Exact Name of Small Business Issuer in its Charter)

SECURITIES AND EXCHANGE COMMISSION AMENDMENT NO. 2 TO FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SPORTS SOURCE, INC. (Exact Name of Small Business Issuer in its Charter) DELAWARE 20-1917956 (State of Incorporation) (Primary Standard Classification Code) (IRS Employer ID No.) 421 Seventh Avenue, 14th Floor New York, New York 10001 (516) 384-0832 (Address and Telephone Number

June 20, 2005 CORRESP

June 16, 2005

June 16, 2005 Mr. Jeffrey Rielder Division of Corporate Finance U.S. Securities & Exchange Commission Mail Stop 0511 Washington, D.C. 20549 RE: Sports Source, Inc. Registration Statement on Form SB-2 filed May 23, 2005 File No. 333-125131 Dear Mr. Riedler: We represent Sports Source, Inc. (“Sports Source”) We are in receipt of your letter dated June 10, 2005 regarding the above referenced filing a

June 20, 2005 SB-2/A

SECURITIES AND EXCHANGE COMMISSION AMENDMENT NO. 1 TO FORM SB-2 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 SPORTS SOURCE, INC. (Exact Name of Small Business Issuer in its Charter)

SECURITIES AND EXCHANGE COMMISSION AMENDMENT NO. 1 TO FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SPORTS SOURCE, INC. (Exact Name of Small Business Issuer in its Charter) DELAWARE 20-1917956 (State of Incorporation) (Primary Standard Classification Code) (IRS Employer ID No.) 421 Seventh Avenue, 14th Floor New York, New York 10001 (516) 384-0832 (Address and Telephone Number

May 23, 2005 EX-3.(II)

ARTICLE IV

BY-LAWS ARTICLE I The Corporation Section 1. Name. The legal name of this corporation (hereinafter called the “Corporation”) is Sports Source, Inc. Section 2. Offices. The Corporation shall have its principal office in the State of Delaware. The Corporation may also have offices at such other places within and without the United States as the Board of Directors may from time to time appoint or the

May 23, 2005 EX-10.1

CONSULTING AGREEMENT

CONSULTING AGREEMENT This Agreement is made as of this December 11, 2004 by and between Sports Source Inc, (“the Company”) a corporation duly organized and existing under the laws of Delaware, with offices at 421 Seventh Avenue, 14th Floor, New York, NY 10001 and Darrell Lerner (“the Consultant”) with his address at 141 Great Neck Rd.

May 23, 2005 EX-3.(I)

CERTIFICATE OF INCORPORATION

CERTIFICATE OF INCORPORATION FIRST: The name of the corporation shall be: SPORTS SOURCE, INC.

May 23, 2005 SB-2

SECURITIES AND EXCHANGE COMMISSION FORM SB-2 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 SPORTS SOURCE, INC. (Exact Name of Small Business Issuer in its Charter) DELAWARE 20-1917956 (State of Incorporation) (Primary Standard Classification Code

SECURITIES AND EXCHANGE COMMISSION FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SPORTS SOURCE, INC.

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