Chang-On International Inc. 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

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

Commission file number 000-52749

CHANG-ON INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)

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

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

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ¨ Yes ¨ No

As of August 13, 2008, the registrant’s outstanding common stock consisted of 67,307,366 shares.

The unaudited financial statements of Chang-On International, Inc., and subsidiaries (the “Company”, “Chang-On”, “we”, “our”, “us”) follow. All currency references in this report are in US dollars unless otherwise noted.

The consolidated financial statements of the Company, included herein were prepared, without audit, pursuant to rules and regulations of the Securities and Exchange Commission. Because certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America were condensed or omitted pursuant to such rules and regulations, these financial statements should be read in conjunction with the financial statements and notes thereto included in the audited financial statements of the Company as included in the Company's Form 10-KSB for the year ended December 31, 2007.

CHANG-ON INTERNATIONAL, INC. AND SUBSIDIARIES
(A Development Stage Company)
BALANCE SHEETS

	June 30, 2008	December 31, 2007
	(Unaudited)	(Audited)
ASSETS
Current Assets
Cash (Note 4)	$ 24,042	$ 7,380
Prepaid and other receivables	292	960
Inventories	108,528	50,702
Total Current Assets	132,862	59,042
Property, plant and equipment, net (Note 5)	411,153	400,965
Total Assets	$ 544,015	$ 460,007
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Trade accounts payable	$ 693	$ 15,059
Accrued expenses	2,201	1,143
Government subsidy (Note 6)	55,855	52,521
Due to shareholders (Note 7)	783,097	657,017
Total Current Liabilities	841,846	725,740
Minority interest	-	-
Stockholders' Equity:
Common stock, par value $0.001, authorized 100,000,000 shares issue and outstanding 61,307,366 shares (Note 8)	67,307	67,307
Additional paid in capital (Note 8)	2,708,602	2,708,602
Deficit accumulated during the development stage	(2,369,233)	(1,817,769)
Deferred compensation (Note 9)	(694,167)	(1,230,833)
Accumulated comprehensive income	(10,340)	6,960
Stockholders' equity:	(297,831)	(265,733)
Total Liabilities and Owners' Equity	$ 544,015	$ 460,007

CHANG-ON INTERNATIONAL, INC. AND SUBSIDIARIES
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(UNAUDITED)
					For the Period
	For the Three	For the Three	For the Six	For the Six	November 26, 2004
	Months Ended	Months Ended	Months Ended	Months Ended	(inception) to
	June 30, 2008	June 30, 2007	June 30, 2008	June 30, 2007	2008
Net sales	$32,742	$12,239	$32,742	$12,239	$90,226
Cost of sales	(16,433)	(9,191)	(16,433)	(9,191)	(58,230)
Gross profit	16,309	3,048	16,309	3,048	31,996
Expenses
Salaries	6,176	20,171	13,113	23,886	98,175
Transportation	1,881	789	3,202	1,352	7,827
Office equipment	54	102	390	266	5,129
Water, electricity and gas	5,704	12,481	6,961	27,067	75,495
Other expenses	887	4,426	3,363	11,070	34,175
Advertisement	-	-	-	-	556
Rent expense	-	-	-	-	3,811
Depreciation	7,033	14,787	11,159	30,899	114,169
R & D expense	-	-	-	-	22,578
Repairs and maintenance	-	-	-	(7,624)	1,025
Gain on disposal of fixed assets	-	(7,624)	-	-	(7,730)
Stock Compensation	221,667	430,833	536,667	430,833	1,705,834
Fixed assets impairment	-	-	-	-	345,962
Intangibles writedown	-	-	-	-	241,639
Total Expenses	243,402	475,965	574,855	517,749	2,648,645
Other income	102	-	7,083	-	7,083
Income (Loss) before provision for income tax and minority	(226,991)	(472,917)	(551,463)	(514,701)	(2,609,566)
Income tax provision	-	-	-	-	-
Income (Loss) before minority interest	(226,991)	(472,917)	(551,463)	(514,701)	(2,609,566)
Minority interest	-	16,430	-	32,717	240,333
Net income(loss)	(226,991)	(456,487)	(551,463)	(481,984)	(2,369,233)
Other comprehensive income - Foreign exchange gain (loss)	(6,388)	2,971	(17,301)	5,577	(10,341)
Total comprehensive income	(233,379)	(453,516)	(568,764)	(476,407)	(2,379,574)
Basic and Fully Diluted Earnings per Share	$(0.00)	$(0.01)	$(0.01)	$(0.01)	(0.04)
Weighted average shares outstanding	67,307,366	67,307,366	67,307,366	64,557,276	62,640,293

CHANG-ON INTERNATIONAL, INC. AND SUBSIDIARIES
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
	For the Six	For the Six	For the Period
	Months Ended	Months Ended	November 26, 2004 (inception)
	June 30, 2008	June 30, 2007	to June 30, 2008
Operating Activities:
Net loss	$(551,463)	$(481,984)	$(2,369,233)
Adjustments to reconcile net loss to net
cash used by operations
Depreciation (cost and expense)	16,670	31,562	123,543
Impairment loss on intangible assets	-	-	241,639
Impairment loss on fixed assets	-	(7,624)	345,962
Gain on disposal of fixed assets	-	-	(7,730)
Stock compensation	536,667	430,833	1,703,834
Minority interest (loss)	-	(32,717)	(240,333)
Changes in operating assets and liabilities:
(Increase)/decrease in account receivable	-	(5,681)	-
(Increase)/decrease in prepaid and other receivables	668	(14,211)	(292)
(Increase)/decrease in inventory	(57,826)	(16,281)	(108,528)
Increase/(decrease) in accounts payable	(14,366)	(64,390)	692
Increase/(decrease) in accrued expenses	1,058	237	2,201
Decrease in government subsidy	-	-	(50,038)
Net cash used by operating activities	(68,592)	(160,256)	(358,283)
Investing Activities
Purchase of fixed assets	(1,832)	(57,370)	(710,098)
Loan to shareholders	-	-	(24,659)
Repayment of loan to shareholders	-	-	24,659
Net cash (used) by investing activities	(1,832)	(57,370)	(710,098)
Financing Activities
Distribution to shareholders	-	-	(24,994)
Capital contribution	-	-	274,103
Proceeds from government subsidy	-	-	99,130
Proceeds from shareholder loans	126,080	169,421	768,715
Repayment of loans to shareholders	-	-	(12,299)
Net cash provided by financing activities	126,080	169,421	1,104,655
Effect of exchange rate changes on cash	(38,994)	6,625	(12,232)
Increase(decrease) in cash	16,662	(41,580)	24,042
Cash at beginning of period	7,380	64,069	-
Cash at end of period	$24,042	$22,489	$24,042
Supplemental Cash Flow Information:
Interest received (paid)	$7	$141	$267
Non-cash financing activities:
Contribution of patent for equity	$ -	$ -	$241,639
Contribution of fixed assets for equity	$ -	$ -	$125,497
Stock issued in exchange for consulting services	$ -	$2,400,000	$2,400,000

CHANG-ON INTERNATIONAL, INC. AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)

Chang-On International, Inc., (the “Company”) was incorporated under the law of the State of Utah as Gold Standard, Inc. (“Gold Standard”) on November 28, 1972 and changed its name to Chang-On International, Inc. on April 18, 2007. The Company is principally engaged in the business of waste recycling and reutilization in the People’s Republic of China (“PRC”) through its majority-owned subsidiary, Chang-On International Limited (“Chang-On”).

Chang-On International Limited (“Chang-On”) was incorporated as a Hong Kong limited liability company on September 8, 2006. Chang-On was formed to facilitate a merger between a US company and a PRC business entity. On December 29, 2006, under the terms of the Agreement for the Share Exchange, the Company acquired all the outstanding capital stock of Chang-On in return for the issuance of 60,000,000 shares of common stock.

Chang-On is a holding company that owns 61% of the registered capital of Harbin Hongbo Environment Protection Material, Inc. (“Hongbo”) a corporation formed under the laws of the PRC on November 26, 2004. Hongbo is engaged in the business of manufacturing construction materials from waste products. All Hongbo’s business is currently in the PRC.

The Company is considered to be a development stage company, as it has not generated substantial revenues from operations.

As of June 30, 2008, the Company had incurred accumulated losses of $2,369,233 from operations since inception and has limited operations. The Company is actively pursuing additional funding and a potential merger or acquisition candidate and strategic partners, which would enhance owners’ investment.

n Basis of presentation
These accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in U.S. dollars.

The consolidated financial statements have been prepared in accordance with US GAAP for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation SX. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (which include normal recurring adjustments) considered necessary to present fairly the financial position, results of operations and cash flows at June 30, 2008 and for all periods presented have been made. Operating results for the six months ended June 30, 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2008.

n Principles of Consolidation
The consolidated financial statements include the accounts of the Company and all its majority-owned subsidiaries which require consolidation. Inter-company transactions have been eliminated in consolidation. The functional currency of the Company’s operation is Reminbi (“RMB”)

CHANG-ON INTERNATIONAL, INC. AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)

n Use of estimates
In preparing these financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the year reported. Actual results may differ from these estimates.

n Revenue recognition
Revenues are recognized when finished products are shipped to unaffiliated customers, both title and the risks and rewards of ownership are transferred or services have been rendered and accepted, and collectibility is reasonably assured.

n Inventories
Inventories are stated at the lower of cost or market. Cost is determined using the average cost method. Costs include direct material, direct labor and applicable manufacturing overhead.

n Property, Plant and Equipment
Property, plant and equipment are stated at cost. Depreciation is computed using the straight-line method. Additions and improvement that substantially extend the useful life of the properties, plan and equipment are capitalized. Property, plant and equipment are depreciated to their estimated residual values over their estimated useful lives, and reviewed for impairment in accordance with Statement of Financial Accounting Standard No.144 “Accounting for the Impairment or Disposal of Long-Lived Assets.”

n Intangible Assets
The Company periodically analyzes its intangible assets for potential impairment, assessing the appropriateness of lives and recoverability of unamortized balances through measurement of undiscounted operating cash flows on a basis consistent with US GAAP.

n Related Parties
The caption "Due from shareholders" represents loans receivable that are unsecured, non-interest bearing and have no fixed terms of repayment, and therefore are not considered current assets.
The caption "Due to shareholders" represents loans payable that are unsecured, non-interest bearing and have no fixed terms of repayment, therefore, deemed payable on demand. Refer to Note 7.

n Income Tax
Income tax expense is based on reported income before income taxes. Deferred income taxes reflect the effect of temporary differences between assets and liabilities that are recognized for financial reporting purposes and the amounts that are recognized for income tax purposes. In accordance with Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes," these deferred taxes are measured by applying currently enacted tax laws.

The Company did not provide any current or deferred income tax provision or benefit for any period presented to date because there is no income from operations, with only minor timing differences with regard to the depreciation of fixed assets. Management has determined that any deferred tax asset or liability is inconsequential, and not material to the financial statements.

CHANG-ON INTERNATIONAL, INC. AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)

n Fair Value of Financial Instruments
The carrying value of financial instruments, including cash and cash equivalents, receivables, accounts payable and accrued expenses, approximates their fair value at June 30, 2008, due to the relatively short-term nature of these instruments. Unless otherwise noted, it is management opinion that the Company is not exposed to significant interest, currency or credit risk arising from those financial instruments.

n Foreign currencies translation
The functional currency of the Company is the Reminbi (“RMB”). The accompanying financial statements have been expressed in United States dollars, the reporting currency of the Company. The balance sheet is translated into United States dollars based on the rates of exchange ruling at the balance sheet date. The statement of operations is translated using a weighted average rate for the period. Translation adjustments are reflected as accumulated comprehensive income in shareholders’ equity.

n Recently Adopted Accounting Principles
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements". SFAS No. 157 defines fair value, establishes a framework and gives guidance regarding the methods used for measuring fair value, and expands disclosures about fair value measurements. In February 2008, the FASB issued FASB Staff Position 157-1, "Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13" ("FSP 157-1") and FASB Staff Position 157-2, "Effective Date of FASB Statement No. 157" ("FSP 157-2"). FSP 157-1 amends SFAS No. 157 to remove certain leasing transactions from its scope. FSP 157-2 delays the effective date of SFAS No. 157 for all non-financial assets and non-financial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), until fiscal years beginning after November 15, 2008. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company adopted SFAS No. 157 effective January 1, 2008 for all financial assets and liabilities as required. The adoption of SFAS No. 157 was not material to the Company's financial statements or results of operations.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — Including an Amendment of FASB Statement No. 115”, which is effective for fiscal years beginning after November 15, 2007. SFAS No. 159 is an elective standard which permits an entity to choose to measure many financial instruments and certain other items at fair value at specified election dates. Subsequent unrealized gains and losses on items for which the fair value option has been elected will be reported in earnings. The Company has not elected the fair value option for any assets or liabilities under SFAS No. 159.

n New Accounting Pronouncements
On December 4, 2007, the FASB issued SFAS No. 160, Noncontrolling interest in Consolidated Financial Statements (SFAS No. 160). SFAS No. 160 requires all entities to report noncontrolling (minority) interests in subsidiaries as equity in the consolidated financial statements. The statement establishes a single method of accounting for changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation and expands disclosures in the consolidated financial statements. SFAS No. 160 is effective for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years. We have not yet determined the impact of the adoption of SFAS No. 160 on our consolidated financial statements and footnote disclosures.

CHANG-ON INTERNATIONAL, INC. AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)

On December 4, 2007, the FASB issued SFAS No.141R, Business Combinations (SFAS No. 141R). SFAS No. 141R requires the acquiring entity in a business combination to recognize all the assets acquired and liabilities assumed, establishes the acquisition date fair value as the measurement objective for all assets acquired and liabilities assumed, and requires the acquirer to expand disclosures about the nature and financial effect of the business combination. SFAS No. 141R is effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. We have not yet determined the impact of the adoption of SFAS No. 141R on our consolidated financial statements and footnote disclosures.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities”. The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company is currently evaluating the impact of adopting SFAS No. 161 on its consolidated financial statements.

In April 2008, the FASB issued Staff Position FAS 142-3, Determination of the Useful Life of Intangible Assets (“FSP FAS 142-3”) which amends the factors an entity should consider in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FAS No. 142, Goodwill and Other Intangible Assets (“FAS No. 142”). FSP FAS 142-3 applies to intangible assets that are acquired individually or with a group of assets and intangible assets acquired in both business combinations and asset acquisitions. It removes a provision under FAS No. 142, requiring an entity to consider whether a contractual renewal or extension clause can be accomplished without substantial cost or material modifications of the existing terms and conditions associated with the asset. Instead, FSP FAS 142-3 requires that an entity consider its own experience in renewing similar arrangements. An entity would consider market participant assumptions regarding renewal if no such relevant experience exists. FSP FAS 142-3 is effective for year ends beginning after December 15, 2008 with early adoption prohibited. We have not yet determined the effect, if any, of the adoption of this statement on our financial condition or results of operations.

In June 2008, the Financial Accounting Standards Board (“FASB”) issued FSP No. EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities (“FSP EITF 03-6-1”). FSP EITF 03-6-1 concludes that unvested share-based payment awards that contain rights to receive non-forfeitable dividends or dividend equivalents are participating securities, and thus, should be included in the two-class method of computing earnings per share (“EPS”). FSP EITF 03-6-1 is effective for fiscal years beginning after December 15, 2008, and interim periods within those years. Early application of EITF 03-6-1 is prohibited. It also requires that all prior-period EPS data be adjusted retrospectively. We have not yet determined the effect, if any, of the adoption of this statement on our financial condition or results of operations.

CHANG-ON INTERNATIONAL, INC. AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)

Cash consists of the following:	June 30, 2008	December 31, 2007
Cash on hand	$21,934	$5,246
Cash in bank	2,108	2,134
	$24,042	$7,380
Note 5- PROPERTY, PLANT AND EQUIPMENT
Property, Plant and Equipment consist of the following:	June 30, 2008	December 31, 2007
Machinery and Equipment	$334,071	$241,322
Office Equipment	7,635	7,179
Vehicle	6,852	6,443
Construction in Progress	136,154	199,056
	484,712	454,000
Less: Accumulated Depreciation	(73,559)	(53,035)
	$411,153	$400,965

Depreciation is calculated on a straight-line basis over the estimated useful life of the assets. The annual percentages applied are:

The depreciation was $16,670 and 31,562, including cost and operating expense, for the six months ended June 30, 2008 and 2007.

CHANG-ON INTERNATIONAL, INC. AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)

During 2005, the Company received approximately $100,000 as a government subsidy from the Finance Department of Heilongjiang Province to be used for research and development activities. This subsidy reduces the cost of the Company’s research and development activities. Any unused portion of the subsidy has to be returned to the province. At June 30, 2008, the Company had not used $54,638 of the subsidy.

Li Guomin had been a shareholder of Hongbo since November 2006. Zhou, Qingwei has been a shareholder of Chang-On since September 2006. Under the Agreement for the Share Exchange on December 29, 2006, Li, Guomin and Zhou, Qingwei acquired 17,400,000 and 36,600,000 shares of Gold Standard, Inc. respectively.

Under the Agreement for the Share Exchange, Gold Standard, Inc. issued to the shareholders of Chang-On 60,000,000 shares of common stock. With 1,307, 366 shares issued and outstanding before the shares exchange. On March 23, 2007, the Company filed a Form S-8 to register 6,000,000 common shares for stock based compensation (Note 9). There is a total of 67,307,366 shares issued and outstanding for the Company as of June 30, 2008.

On January 19, 2007, the Company entered into an agreement with Li, Yaru for legal services in PRC for a term of two years, pursuant to which the Company issued 900,000 shares of common stock in April 2007. The fair market value amounted to $360,000, which is being amortized over the term of the agreement.

On January 31, 2007, the Company entered into an agreement with Canyon Red Group Limited, an incorporation of British Virgin Island for advisory services on the marketing strategy and implementation of corporate identity for a term of twelve months, pursuant to which the Company issued 700,000 shares of common stock in April 2007. The fair market value amounted to $280,000, which is being amortized over the term of the agreement.

On March 30, 2007, the Company entered into an agreement with Mu, Shiwei for internal audit services for a term of three years, pursuant to which the Company issued 1,500,000 shares of common stock in April 2007. The fair market value amounted to $600,000, which is being amortized over the term of the agreement.

CHANG-ON INTERNATIONAL, INC. AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)

On March 30, 2007, the Company entered into an agreement with I &V Limited, an incorporation of British Virgin Island for advisory services on the sales and distribution channels of certain environmental friendly construction materials in Northern China for a term of eighteen months, pursuant to which the Company issued 1,000,000 shares of common stock in April 2007. The fair market value amounted to $400,000, which is being amortized over the term of the agreement.

On March 30, 2007, the Company entered into an agreement with Billion Profit International Holdings Limited, an incorporation of British Virgin Island for advisory services on the sales and distribution channels of certain environmental friendly construction materials in Hainan Province of China for a term of twelve months, pursuant to which the Company issued 700,000 shares of common stock in April 2007. The fair market value amounted to $280,000, which is being amortized over the term of the agreement.

On March 30, 2007, the Company entered into an agreement with Prospect Bright Holdings Limited, an incorporation of British Virgin Island for advisory services on the sales and distribution channels of certain environmental friendly construction materials in Northeast China for a term of twenty-four months, pursuant to which the Company issued 1,200,000 shares of common stock in April 2007. The fair market value amounted to $480,000, which is being amortized over the term of the agreement.

For the six months ended June 30, 2008, $536,667 of the above stock compensation was charged to operating expenses and $694,167 was recorded as deferred compensation.

All of the Company's sales and all of the Company's long-lived assets are located in the PRC.

Concentrations of credit risk
Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains its cash and cash equivalents with high-quality institutions to mitigate the fact there is no deposit insurance.

Country risk
The Company has significant investments in the PRC. The operating results of the Company may be adversely affected by changes in the political and social conditions in the PRC and by changes in Chinese government policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things. There can be no assurance; however, those changes in political and other conditions will not result in any adverse impact.

CHANG-ON INTERNATIONAL, INC. AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)

Full time employees of the Company participate in a government mandated multi-employer defined contribution plan pursuant to which certain pension benefits, medical care, unemployment insurance, employee housing fund and other welfare benefits are provided to employees. Chinese labor regulations require the Company to accrue for these benefits based on certain percentages of the employees' salaries. The total provisions for such employee benefits were $0 for the six months ended June 30, 2008 and 2007.

Pursuant to the laws applicable to the PRC, PRC entities must make appropriations from after-tax profit to the non-distributable “statutory surplus reserve fund”. Subject to certain cumulative limits, the “statutory surplus reserve fund” requires annual appropriations of 10% of after-tax profit until the aggregated appropriations reach 50% of the registered capital (as determined under accounting principles generally accepted in the PRC ("PRC GAAP") at each year-end). For foreign invested enterprises and joint ventures in the PRC, annual appropriations should be made to the “reserve fund”. For foreign invested enterprises, the annual appropriation for the “reserve fund” cannot be less than 10% of after-tax profits until the aggregated appropriations reach 50% of the registered capital (as determined under PRC GAAP at each year-end). The Company did not make any appropriations to the reserve funds mentioned above due to lack of profit after tax since commencement of operations.

ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This report on Form 10-Q contains certain forward-looking statements. All statements other than statements of historical fact are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues, or other financial items; any statements of the plans, strategies, and objectives of management for future operation; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties, and actual results could differ materially from those anticipated by the forward-looking statements.

These forward-looking statements involve significant risks and uncertainties, including, but not limited to, the following: competition, promotional costs, and risk of declining revenues. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of a number of factors. These forward-looking statements are made as of the date of this filing, and we assume no obligation to update such forward-looking statements. The following discusses our financial condition and results of operations based upon our consolidated financial statements which have been prepared in conformity with accounting principles generally accepted in the United States. It should be read in conjunction with our financial statements and the notes thereto included elsewhere herein.

We were incorporated under the laws of the State of Utah as Gold Standard, Inc., on November 28, 1972 and changed our name to Chang-On International, Inc. on April 18, 2007. We are principally engaged in the business of waste recycling and reutilization in the People’s Republic of China (“China”) through our wholly owned subsidiary, Chang-On International Limited, a company incorporated under the laws of Hong Kong as a limited liability company on September 8, 2006 (“Chang-On HK”).

Chang-On HK is a holding company with one asset: 61% of the equity in Harbin Hongbo Environment Protection Material, Inc. (“Hongbo”), a corporation organized under the laws of China. The remaining 39% of the registered capital of Hongbo is owned by Guomin Li (29%) and Su Yu (10%), who are members of our Board of Directors. Hongbo was incorporated in November 2004. We manufacture construction material out of waste plastic and waste coal ash. From inception to June 30, 2008 we have generated revenues of $90,226 from the sale of our products.

We currently obtain the waste plastic from six recycling facilities in Harbin and we obtain the coal ash from the Harbin Power Station. In the process of manufacturing, we produce no pollution, and incur insignificant expenses relating to compliance with environmental regulations.

As of June 30, 2008, we had cash of $24,042 and a working capital deficiency of $708,984. As at June 30, 2008 our accumulated deficit was $2,369,232. Our net loss for the period from inception on November 26, 2004 until June 30, 2008 was $2,369,233. Our loss was funded by proceeds from shareholder loans. During the six months ended June 30, 2008, we did not raise any money in equity financing but we did receive $126,080 in shareholder loans. During the six months ended June 30, 2008 our cash position increased by $14,730, mainly due to the cash provided by proceeds from shareholder loans.

We used net cash of $68,592 in operating activities for the six months ended June 30, 2008 compared to net cash of 160,256 in operating activities for the same period in 2007. We used $1,832 in investing activities for the six months ended June 30, 2008 compared to net cash of $57,370 in purchase of fixed assets for our manufacturing plant during the same period in 2007. We received net cash of $126,080 from financing activities for the six months ended June 30, 2008 compared to net cash of $169,421 during the same period in 2007. All cash received was provided by proceeds from shareholder loans. We did not raise any funds through the sale of our securities for the six months ended June 30, 2008. The effect of exchange rates on cash was a decrease in cash of $40,926 for the six months ended June, 2008. The effect of exchange rates on cash was an increase in cash of $6,625 for the six months ended June 30, 2007.

During the six months ended June 30, 2008 our monthly cash requirement was approximately $11,432, compared to approximately $26,706 for the same period in 2007.

We expect to require a total of approximately $1,280,000 set out as follows to fully carry out our business plan over the next twelve months beginning July 2008.

We anticipate that our future revenues will be nominal and we do not anticipate enough positive internal operating cash flow until we can generate substantial revenues, which may take the next few years to fully realize. There is no assurance we will achieve profitable operations.

We have historically financed our operations primarily by cash flows generated from the sale of our equity securities and through cash infusions from officers and affiliates in exchange for debt and/or common stock. No officer or affiliate has made any commitment or is obligated to continue to provide cash through loans or purchases of equity.

We estimate that we require approximately an additional $1,260,000 (total requirements of $1,280,000 less cash of $24,042) to carry out our planned business operations and expansion over the next 12 months.

We intend to meet the balance of our cash requirements for the next 12 months through external sources: a combination of debt financing and equity financing through private placements. Currently we are active in contacting broker/dealers in North America and elsewhere regarding possible financing arrangements. However, we currently do not have any arrangements in place for the completion of any further private placement financings and there is no assurance that we will be successful in completing any further private placement financings. If we are unsuccessful in raising enough money through future capital raising efforts, we may review other financing possibilities such as bank loans. If we are unsuccessful in raising enough money, we may not fully carry out our business plan.

Results of Operations for the three months ended June 30, 2008 compared to the three months ended June 30, 2007 and from inception to June 30, 2008.

We generated $32,742 in revenues for the three months ended June 30, 2008 compared to $12,239 for the same period in 2007 from the sale of our SF building materials. As we are a development stage company, our revenue streams are not established and thus our product sales are unstable. Since inception on November 26, 2004 to June 30, 2008 we generated total revenues of $90,226.

We incurred a net loss of $226,991 for the three months ended June 30, 2008, compared to a net loss of $456,487 for the same period in 2007. The decrease of $229,496 in net loss was a result of less stock-based compensation during the three months ended June 30, 2008. From inception on November 26, 2004 to June 30, 2008, we incurred net loss of $2,369,233.

Our net loss per share was $0.00 for the three months ended June 30, 2008, $0.01 for the same period in 2007 and $0.04 for the period from inception to June 30, 2008.

Our total operating expenses decreased from $475,965 to $243,402 for the three months ended June 30, 2008 compared to the same period in 2007. The reason for the decrease was less issuance of stock based compensation. Since our inception on November 26, 2004 to June 30, 2008, we incurred total operating expenses of $2,648,645.

Our expenses, net of stock-based compensation, decreased $23,397 from $45,132 to $21,735 for the three months ended June 30, 2008 compared to the same period in 2007. This decrease was mainly due to a decrease in water, electricity and gas costs and lower salaries for our employees. These expenses consist of transportation, utilities, salaries, management fees, legal and auditing consulting fees, depreciation, office equipment repairs and maintenance as well as gain on disposal of fixed assets.

Our stock compensation decreased $209,166 to $221,667 for the three months ended June 30, 2008 from $430,833 for the same period in 2007. From inception on November 26, 2004 to June 30, 2008, we incurred stock compensation expenses of $1,705,834.

We did not incur research and development expenses for the three months ended June 30, 2008 or for the three months ended June 30, 2007. Since our inception on November 26, 2004 until June 30, 2008 we have spent $22,578 on research and development. Going forward, we anticipate that we will spend approximately $250,000 on research and development during the next 12 months.

Results of Operations for the six months ended June 30, 2008 compared to the six months ended June 30, 2007

We generated $32,742 in revenues for the six months ended June 30, 2008 compared to $12,239 for the same period in 2007 from the sale of our SF building materials. As we are a development stage company, our revenue streams are not established and thus our product sales are unstable.

We incurred net loss of $551,463 for the six months ended June 30, 2008, compared to net loss of $481,984 for the same period in 2007. The increase of $69,479 in net loss was the result increased stock based compensation during the six months ended June 30, 2008.

Our net loss per share was $0.01 for the six months ended June 30, 2008, and $0.01 for the same period in 2007.

Our total operating expenses increased from $517,749 to $574,855 for the six months ended June 30, 2008 compared to the same period in 2007. The reason for the increase in operating expenses for the period ended June 30, 2008 as compared to the same period in 2007 was the issuance of more stock based compensation.

Our general and administrative expenses (net of stock-based compensation) decreased $48,728 from $86,916 to $38,188 for the six months ended June 30, 2008 compared to the same period in 2007. The decrease in general and administrative expenses was mainly due to a decrease in water, electricity and gas costs, lower salaries for our employees and a decrease in depreciation. Our general and administrative expenses consist of transportation, utilities, salaries, management fees, and legal and auditing consulting fees, depreciation, office equipment repairs and maintenance as well as gain on disposal of fixed assets.

Our stock based compensation increased $105,834 to $536,667 for the six months ended June 30, 2008 from $430,833 for the same period in 2007. This increase was due to a higher amount of formerly issued stock based compensation being recognized during this period for investor relations and administrative services.

We did not incur research and development expenses for the six months ended June 30, 2008 or for the six months ended June 30, 2007. Going forward, we anticipate that we will spend approximately $250,000 on research and development during the next 12 months.

The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.

As of June 30, 2008, we had no off-balance sheet transactions that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2008. Based on this evaluation, our management has concluded that our disclosure controls and procedures adequately ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. The evaluation did not identify any change in our internal control over financial reporting that occurred during the three months ended March 31, 2008 that has materially affected or is reasonably likely to materially affect our internal control over such reporting.

The term "internal control over financial reporting" is defined as a process designed by, or under the supervision of, the registrant's principal executive and principal financial officers, or persons performing similar functions, and effected by the registrant's Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of our inherent limitations, our internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our Chief Executive Officer and Chief Financial Officer assessed the effectiveness of our internal control over financial reporting as of June 30, 2008. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework.

Management conducted a walk through of the procedures and controls documented in this memo or relied on personal knowledge where no walk through was possible in order to test the effectiveness of our internal control over financial reporting.

Management believes that our internal control over financial reporting is effective at preventing or detecting a material misstatement in the financial statements.

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

We did not change our internal control over financial reporting during our last fiscal quarter of 2007 in connection with the results of Management’s report, nor have we made any changes to our internal control over financial reporting as of June 30, 2008.

Our Chief Executive Officer and Chief Financial Officer have concluded that there have not been any changes in our internal control over financial reporting during the three months ended June 30, 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party against us. None of our directors, officers or affiliates are (i) a party adverse to us in any legal proceedings, or (ii) have an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings that have been threatened against us.

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned thereunto duly authorized.

Utah	87-0302579
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

514 No. 18 Building
High New Technology Development
Harbin, Heilongjiang Province, China	N/A
(Address of principal executive offices)	(Zip Code)

PART I – FINANCIAL INFORMATION	1
ITEM 1. FINANCIAL STATEMENTS	1
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS	6
ITEM 4. CONTROLS AND PROCEDURES	7
ITEM 4T. CONTROLS AND PROCEDURES	7
PART II – OTHER INFORMATION	8
ITEM 1A. RISK FACTORS	8
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	9
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	9
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	9
ITEM 5. OTHER INFORMATION	9
ITEM 6. EXHIBITS	10

Chang-On International, Inc. (A Development Stage Company) (unaudited) June 30, 2008



	Index
Consolidated Balance Sheets	F-1
Consolidated Statements of Operations	F-2
Consolidated Statements of Cash Flows	F-3
Notes to the Consolidated Financial Statements	F-4

Due to Shareholders consists of the following:
	June 30, 2008	December 31, 2007
Li, Yukun	$25,120	$15,395
Li, Guomin	756,054	639,699
Zhou, Qingwei	1,923	1,923
	$783,097	$657,017

Description	Estimated Expenses ($)
Research and development costs for further products and manufacturing processes	250,000
Consulting fees (including legal and auditing fees)	100,000
Rent expenses	20,000
Marketing expenses	400,000
Investor relations expenses	80,000
Equipment purchases for Hongbo’s factory	350,000
Other administrative expenses	80,000
Total	1,280,000

(1)	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant;

(2)	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and

(3)	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, or use or disposition of the registrant's assets that could have a material effect on the financial statements.

Exhibit Number	Exhibit Description
31.1	Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002