China Housing & Land Development, Inc. – ‘424B3’ on 7/9/07

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Prospectus   —   Rule 424(b)(3)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Final Prospecuts 333-143971                           86    361K 

Document Table of Contents

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                                                 Filed Pusuant to Rule 424(b)(3)
                                                Registration File No. 333-143971

CHINA HOUSING & LAND DEVELOPMENT, INC.
12,040,401 SHARES OF
COMMON STOCK

      This prospectus relates to the resale by the selling stockholders of up to
12,040,401 shares of our common stock, per value $0.001 per share, including up 
to 2,778,554 shares of common stock issuable upon the exercise of common stock  
purchase warrants. The selling stockholders may sell common stock from time to  
time in the principal market on which the stock is traded at the prevailing     
market price or in negotiated transactions. The selling stockholders may be     
deemed underwriters of the shares of common stock, which they are offering. We  
will pay the expenses of registering these shares.                              

We are not selling any shares of common stock in this offering and  
therefore will not receive any proceeds from the sale of common stock hereunder.
We may receive proceeds from any exercise of outstanding warrants. The warrants 
may also be exercised by surrender of the warrants in exchange for an equal     
value of shares in accordance with the terms of the warrants. Our common stock  
is currently traded on the Over-The-Counter Bulletin Board under the symbol     
"CHLN.OB". The last reported sales price per share of our common stock as       
reported by the Over-The-Counter Bulletin Board on June 18, 2007, was $4.20.    

Investing in these securities involves significant risks. See "Risk 
Factors" beginning on page 4.                                                   

     No other underwriter or person has been engaged to facilitate the sale of
shares of common stock in this offering. None of the proceeds from the sale of  
stock by the selling stockholders will be placed in escrow, trust or any similar
account.                                                                        

  We may amend or supplement this prospectus from time to time by filing
amendments or supplements as required. You should read the entire prospectus and
any amendments or supplements carefully before you make your investment         
decision.                                                                       

   Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
Prospectus is truthful or complete. Any representation to the contrary is a     
criminal offense.                                                               

 The date of this prospectus is July 9 , 2007.

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PROSPECTUS SUMMARY ........................................................    1

RISK FACTORS ..............................................................    4

USE OF PROCEEDS ...........................................................   13

BUSINESS ..................................................................   14

DESCRIPTION OF PROPERTY ...................................................   21

SELLING STOCKHOLDERS ......................................................   22

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION .................   25

EXECUTIVE COMPENSATION ....................................................   30

PLAN OF DISTRIBUTION ......................................................   31

PENNY STOCK ...............................................................   33

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS ..............   34

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ............   36

DESCRIPTION OF SECURITIES .................................................   37

LEGAL PROCEEDINGS .........................................................   37

CERTAIN RELATED TRANSACTIONS ..............................................   37

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS ..................   38

LEGAL MATTERS .............................................................   38

INTEREST OF NAMED EXPERTS AND COUNSEL .....................................   38

AVAILABLE INFORMATION .....................................................   39

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PROSPECTUS SUMMARY

   The following summary highlights selected information contained in this
prospectus. This summary does not contain all the information you should        
consider before investing in the securities. Before making an investment        
decision, you should read the entire prospectus carefully, including the "risk  
factors" section, the financial statements and the notes to the financial       
statements. As used throughout this prospectus, the terms "China Housing,"      
"CHLN," the "Company," "we," "us," and "our" refer to China Housing & Land      
Development, Inc.                                                               

CHINA HOUSING & LAND DEVELOPMENT, INC.                                          

We primarily engage in the development and sale of commercial and   
residential real estate.                                                        

   We were incorporated in the state of Nevada on July 6, 2004, as Pacific
Northwest Productions Inc. On April 21, 2006, we entered into and closed a share
purchase agreement with Xian Tsining Housing Development Co., Ltd., a           
corporation formed under the laws of the People's Republic of China, and each of
Tsining's shareholders. Pursuant to the Agreement, we acquired all of the issued
and outstanding capital stock of Tsining from the Tsining shareholders in       
exchange for 16,000,000 shares of our common stock. Our common stock is         
currently traded on the Over-The-Counter Bulletin Board under the symbol        
"CHLN.OB".                                                                      

    For the three month period from ended March 31, 2007, we have revenue of
$8,196,000, with gross profits of $1,945,000.                                   

 Our executive offices are located at 6 Youyi Dong Lu, Han Yuan 4 Lou,
Xi'An, Shaanxi Province, China 710054, and our telephone number is              
86-029-82582632. We are a Nevada corporation.                                   

THE OFFERING                                                                    

The selling stockholders are offering up to 12,040,401 shares of our
common stock, including up to 2,778,554 stockholders shares of common stock     
issuable upon the exercise of common stock purchase warrants at an exercise     
price of $4.50 per share.                                                       

   After the offering, there will be 32,845,762 shares of our common stock
outstanding, assuming that all the shares registered here will be issued.       

USE OF PROCEEDS.                                                                

We will not receive any proceeds from the sale of the common stock  
hereunder. See "Use of Proceeds" for a complete description.                    

SUMMARY OF RECENT TRANSACTIONS                                                  

Acquisition of Xian Tsining Housing Development Co., Ltd.                       

    On April 21, 2006, we entered into and closed a share purchase agreement
with Xian Tsining Housing Development Co., Ltd., a corporation formed under the 
laws of the People's Republic of China, and each of Tsining's shareholders.     
Pursuant to the agreement, we acquired all of the issued and outstanding capital
stock of Tsining from the Tsining shareholders in exchange for 16,000,000 shares
of our common stock.                                                            

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      Concurrently with the closing of the purchase agreement and as a condition
thereof, we entered into an agreement with Deljit Bains and Davinder Bains, our 
executive officers, pursuant to which they each returned 4,000,000 shares of our
common stock to us for cancellation. They were not compensated in any way for   
the cancellation of their shares of our common stock. Upon completion of the    
foregoing transactions, we had an aggregate of 20,000,000 shares of common stock
issued and outstanding. The shares of common stock issued to the shareholders of
Tsining were issued in reliance upon the exemption from registration provided by
Regulation S under the Securities Act of 1933, as amended.                      

Private Placement on June 28, 2006                                              

 On June 28, 2006, we entered into securities purchase agreements with
accredited investors and completed the sale of $1,075,000 of our common stock   
and common stock purchase warrants. The securities sold were an aggregate of    
330,769 shares of common stock and 99,231 warrants. Each warrant is exercisable 
for a period of three years at an exercise price of $3.60 per share. Pursuant to
the terms of the warrant, each investor has contractually agreed to restrict its
ability to exercise the warrants to an amount which would not exceed the        
difference between the number of shares of common stock beneficially owned by   
the holder or issuable upon exercise of the warrant held by such holder and 9.9%
of the outstanding shares of our common stock. New York Global Securities, Inc. 
acted as the placement agent of the transaction.                                

  In connection with the offering, we paid a placement fee of 10% of the
proceeds in cash, together with non-accountable expenses in the amount of 3% of 
the proceeds, in cash. In addition, the placement agent was issued warrants to  
purchases 66,154 shares of common stock on the same terms and conditions as the 
investors.                                                                      

Private Placement on July 7, 2006                                               

On July 7, 2006, we entered into securities purchase agreements with
accredited investors and completed the sale of $124,975 of our common stock and 
common stock purchase warrants. The securities sold were an aggregate of 38,454 
shares of common stock and 11,536 warrants. Each warrant is exercisable for a   
period of three years at an exercise price of $3.60 per share. Pursuant to the  
terms of the warrant, each investor has contractually agreed to restrict its    
ability to exercise the warrants to an amount which would not exceed the        
difference between the number of shares of common stock beneficially owned by   
the holder or issuable upon exercise of the warrant held by such holder and 9.9%
of the outstanding shares of our common stock. New York Global Securities, Inc. 
acted as the placement agent of the transaction.                                

  In connection with the offering, we paid a placement fee of 10% of the
proceeds in cash, together with non-accountable expenses in the amount of 3% of 
the proceeds, in cash. In addition, the placement agent was issued warrants to  
purchases 7,691 shares of common stock on the same terms and conditions as the  
investors.                                                                      

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Private Placement on August 21, 2006                                            

   On August 21, 2006, we entered into securities purchase agreements with
accredited investors and completed the sale of $812,500 of our common stock and 
common stock purchase warrants. The securities sold were an aggregate of 250,000
shares of common stock and 75,000 warrants. Each warrant is exercisable for a   
period of three years at an exercise price of $3.60 per share. Pursuant to the  
terms of the warrant, each investor has contractually agreed to restrict its    
ability to exercise the warrants to an amount which would not exceed the        
difference between the number of shares of common stock beneficially owned by   
the holder or issuable upon exercise of the warrant held by such holder and 9.9%
of the outstanding shares of our common stock. New York Global Securities, Inc. 
acted as the placement agent of the transaction.                                

  In connection with the offering, we paid a placement fee of 10% of the
proceeds in cash, together with non-accountable expenses in the amount of 3% of 
the proceeds, in cash. In addition, the placement agent was issued warrants to  
purchases 50,000 shares of common stock on the same terms and conditions as the 
investors.                                                                      

Private Placement on May 9, 2007                                                

   On May 7, 2007, China Housing & Land Development, Inc. (the "Company"),
entered into securities purchase agreements with accredited investors, and on   
May 9, 2007 (the "Closing Date"), the Company completed the sale of $25,006,978 
of common stock of the Company and common stock purchase warrants. The          
securities sold were an aggregate of 9,261,847 shares of Common Stock and       
2,778,554 Warrants. Each Warrant is exercisable for a period of five (5) years  
at an exercise price of $4.50 per share. Cantor Fitzgerald & Co. acted as the   
placement agent of the private placement. All of these securities were sold     
pursuant to the exemption provided by Section 4(2) under the Securities Act for 
a transaction not involving a public offering, and Regulation D promulgated     
thereunder.                                                                     

     The Company is obligated to file a registration statement to register the
resale of shares of the common stock issued in the private placement and the    
shares of common stock issuable upon exercise of the warrants granted in the    
private placement. If the registration statement is not filed within 45 days    
from the Closing Date, or declared effective within 180 days following the      
Closing Date, or if the registration ceases to be effective for more than thirty
(30) trading days, the Company is obligated to pay the investors certain fees   
per month in the amount of 1% of the principal amount invested.                 

      In connection with the offering, the Company paid a placement fee of 7% of
the proceeds in cash.                                                           

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RISK FACTORS

   This investment has a high degree of risk. Before you invest you should
carefully consider the risks and uncertainties described below and the other    
information in this prospectus. If any of the following risks actually occur,   
our business, operating results and financial condition could be harmed and the 
value of our stock could go down. This means you could lose all or a part of    
your investment.                                                                

RISKS RELATED TO OUR BUSINESS                                                   

Our home sales and operating revenues could decline due to macro-economic and   
other factors outside of its control, such as changes in consumer confidence and
declines in employment levels.                                                  

  Changes in national and regional economic conditions, as well as local
economic conditions where the Company conducts its operations and where         
prospective purchasers of its homes live, may result in more caution on the part
of homebuyers and consequently fewer home purchases. These economic             
uncertainties involve, among other things, conditions of supply and demand in   
local markets and changes in consumer confidence and income, employment levels, 
and government regulations. These risks and uncertainties could periodically    
have an adverse effect on consumer demand for and the pricing of our homes,     
which could cause its operating revenues to decline. In addition, builders are  
subject to various risks, many of them outside the control of the homebuilder   
including competitive overbuilding, availability and cost of building lots,     
materials and labor, adverse weather conditions which can cause delays in       
construction schedules, cost overruns, changes in government regulations, and   
increases in real estate taxes and other local government fees. A reduction in  
its revenues could in turn negatively affect the market price of its securities.

An increase in mortgage interest rates or unavailability of mortgage financing  
may reduce consumer demand for the Company's homes.                             

    Virtually all purchasers of our homes finance their acquisitions through
lenders providing mortgage financing. A substantial increase in mortgage        
interest rates or unavailability of mortgage financing would adversely affect   
the ability of prospective homebuyers to obtain the financing they would need in
order to purchase our homes, as well as adversely affect the ability of         
prospective move-up homebuyers to sell their current homes. For example, if     
mortgage financing became less available, demand for its homes could decline. A 
reduction in demand could also have an adverse effect on the pricing of our     
homes because we and our competitors may reduce prices in an effort to better   
compete for home buyers. A reduction in pricing could result in a decline in    
revenues and in our margins.                                                    

We could experience a reduction in home sales and revenues or reduced cash flows
if we are unable to obtain reasonably priced financing to support its           
homebuilding and land development activities.                                   

    The real estate development industry is capital intensive, and development
requires significant up-front expenditures to acquire land and begin            
development. Accordingly, we incur substantial indebtedness to finance its      
homebuilding and land development activities. Although we believe that          
internally generated funds and current borrowing capacity will be sufficient to 
fund our capital and other expenditures (including land acquisition, development
and construction activities), the amounts available from such sources may not be
adequate to meet our needs. If such sources are not sufficient, we would seek   
additional capital in the form of debt or equity financing from a variety of    
potential sources, including bank financing and/or securities offerings. The    
availability of borrowed funds, to be utilized for land acquisition, development
and construction, may be greatly reduced, and the lending community may require 
increased amounts of equity to be invested in a project by borrowers in         
connection with new loans. The failure to obtain sufficient capital to fund its 
planned capital and other expenditures could have a material adverse effect on  
our business.                                                                   

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We are subject to extensive government regulation which could cause it to incur 
significant liabilities or restrict it business activities.                     

   Regulatory requirements could cause us to incur significant liabilities
and operating expenses and could restrict its business activities. We are       
subject to statutes and rules regulating, among other things, certain           
developmental matters, building and site design, and matters concerning the     
protection of health and the environment. Our operating expenses may be         
increased by governmental regulations such as building permit allocation        
ordinances and impact and other fees and taxes, which may be imposed to defray  
the cost of providing certain governmental services and improvements. Any delay 
or refusal from government agencies to grant us necessary licenses, permits and 
approvals could have an adverse effect on our operations.                       

We may require additional capital in the future, which may not be available on  
favorable terms or at all.                                                      

  Our future capital requirements will depend on many factors, including
industry and market conditions, our ability to successfully implement our new   
branding and marketing initiative and expansion of our production capabilities. 
We anticipate that we may need to raise additional funds in order to grow our   
business and implement our business strategy. We anticipate that any such       
additional funds would be raised through equity or debt financings. In addition,
we may enter into a revolving credit facility or a term loan facility with one  
or more syndicates of lenders. Any equity or debt financing, if available at    
all, may be on terms that are not favorable to us. Even if we are able to raise 
capital through equity or debt financings, as to which there can be no          
assurance, the interest of existing shareholders in our company may be diluted, 
and the securities we issue may have rights, preferences and privileges that are
senior to those of our common stock or may otherwise materially and adversely   
effect the holdings or rights of our existing shareholders. If we cannot obtain 
adequate capital, we may not be able to fully implement our business strategy,  
and our business, results of operations and financial condition would be        
adversely affected. See also "Management's Discussion and Analysis of Financial 
Condition and Results of Operations--Liquidity and Capital Resources." In       
addition, we have and will continue to raise additional capital through private 
placements or registered offerings, in which broker-dealers will be engaged. The
activities of such broker-dealers are highly regulated and we cannot assure that
the activities of such broker-dealers will not violate relevant regulations and 
generate liabilities despite our expectation otherwise.                         

We depend on the availability of additional human resources for future growth.  

   We are currently experiencing a period of significant growth in our sales
volume. We believe that continued expansion is essential for us to remain       
competitive and to capitalize on the growth potential of our business. Such     
expansion may place a significant strain on our management and operations and   
financial resources. As our operations continue to grow, we will have to        
continually improve our management, operational and financial systems,          
procedures and controls, and other resources infrastructure, and expand our     
workforce. There can be no assurance that our existing or future management,    
operating and financial systems, procedures and controls will be adequate to    
support our operations, or that we will be able to recruit, retain and motivate 
our personnel. Further, there can be no assurance that we will be able to       
establish, develop or maintain the business relationships beneficial to our     
operations, or to do so or to implement any of the above activities in a timely 
manner. Failure to manage our growth effectively could have a material adverse  
effect on our business and the results of our operations and financial          
condition.                                                                      

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We may be adversely affected by the fluctuation in raw material prices and      
selling prices of our products.                                                 

  Our projects and the raw materials we use have experienced significant
price fluctuations in the past. There is no assurance that they will not be     
subject to future price fluctuations or pricing control. The land and raw       
materials we use may experience price volatility caused by events such as market
fluctuations or changes in governmental programs. The market price of land and  
raw materials may also experience significant upward adjustment, if, for        
instance, there is a material under-supply or over-demand in the market. These  
price changes may ultimately result in increases in the selling prices of our   
products, and may, in turn, adversely affect our sales volume, revenue and      
operating profit.                                                               

  We could be adversely affected by the occurrence of natural disasters.
From time to time, our developed sites may experience strong winds, storms,     
flooding and earth quakes. Natural disasters could impede operations, damage    
infrastructure necessary to our constructions and operations. The occurrence of 
natural disasters could adversely affect our business, the results of our       
operations, prospects and financial condition, even though we currently have    
insurance against damages caused by natural disasters, including typhoons,      
accidents or similar events.                                                    

Intense competition from existing and new entities may adversely affect our     
revenues and profitability.                                                     

      In general, the property development industry is intensely competitive and
highly fragmented. We compete with various companies. Many of our competitors   
are more established than we are and have significantly greater financial,      
technical, marketing and other resources than we presently possess. Some of our 
competitors have greater name recognition and a larger customer base. These     
competitors may be able to respond more quickly to new or changing opportunities
and customer requirements and may be able to undertake more extensive           
promotional activities, offer more attractive terms to customers, and adopt more
aggressive pricing policies. We intend to create greater awareness for our brand
name so that we can successfully compete with our competitors. We cannot assure 
you that we will be able to compete effectively or successfully with current or 
future competitors or that the competitive pressures we face will not harm our  
business.                                                                       

Our operating subsidiary must comply with environmental protection laws that    
could adversely affect our profitability.                                       

We are required to comply with the environmental protection laws and  
regulations promulgated by the national and local governments of the PRC. Some  
of these regulations govern the level of fees payable to government entities    
providing environmental protection services and the prescribed standards        
relating to the constructions. Although our construction technologies allow us  
to efficiently control the level of pollution resulting from our construction   
process, due to the nature of our business, wastes are unavoidably generated in 
the processes. If we fail to comply with any of these environmental laws and    
regulations in the PRC, depending on the types and seriousness of the violation,
we may be subject to, among other things, warning from relevant authorities,    
imposition of fines, specific performance and/or criminal liability, forfeiture 
of profits made, being ordered to close down our business operations and        
suspension of relevant permits.                                                 

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Our success depends on our management team and other key personnel, the loss of 
any of whom could disrupt its business operations.                              

Our future success will depend in substantial part on the continued 
service of our senior management, including Mr. Lu Pingji, our Chairman and     
Chief Executive Officer, and Mr. Feng Xiaohong, our Chief Operational Officer.  
The loss of the services of one or more of our key personnel could impede       
implementation of our business plan and result in reduced profitability. We do  
not carry key person life or other insurance in respect of any of its officers  
or employees. Our future success will also depend on the continued ability to   
attract, retain and motivate highly qualified technical sales and marketing     
customer support. Because of the rapid growth of the economy in the People's    
Republic of China, competition for qualified personnel is intense. We cannot    
guarantee that we will be able to retain our key personnel or that we will be   
able to attract, assimilate or retain qualified personnel in the future.        

Risks Related To the People's Republic of China                                 

The People's Republic of China's Economic Policies could affect our Business.   

   Substantially all of our assets are located in the People's Republic of
China and substantially all of our revenue is derived from our operations in The
People's Republic of China. Accordingly, our results of operations and prospects
are subject, to a significant extent, to the economic, political and legal      
developments in the People's Republic of China.                                 

      While the People's Republic of China's economy has experienced significant
growth in the past twenty years, such growth has been uneven, both              
geographically and among various sectors of the economy. The Chinese government 
has implemented various measures to encourage economic growth and guide the     
allocation of resources. Some of these measures benefit the overall economy of  
the People's Republic of China, but they may also have a negative effect on us. 
For example, operating results and financial condition may be adversely affected
by the government control over capital investments or changes in tax            
regulations.                                                                    

  The economy of the People's Republic of China has been changing from a
planned economy to a more market-oriented economy. In recent years the Chinese  
government has implemented measures emphasizing the utilization of market forces
for economic reform and the reduction of state ownership of productive assets,  
and the establishment of corporate governance in business enterprises; however, 
a substantial portion of productive assets in the People's Republic of China are
still owned by the Chinese government. In addition, the Chinese government      
continues to play a significant role in regulating industry development by      
imposing industrial policies. It also exercises significant control over the    
People's Republic of China's economic growth through the allocation of          
resources, the control of payment of foreign currency- denominated obligations, 
the setting of monetary policy and the provision of preferential treatment to   
particular industries or companies.                                             

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Capital outflow policies in the People's Republic of China may hamper our       
ability to remit income to the United States.                                   

    The People's Republic of China has adopted currency and capital transfer
regulations. These regulations may require us to comply with complex regulations
for the movement of capital. Although our directors believe that it is currently
in compliance with these regulations, should these regulations or the           
interpretation of them by courts or regulatory agencies change; we may not be   
able to remit all income earned and proceeds received in connection with our    
operations or from the sale of our operating subsidiary to our stockholders.    

The fluctuation of the Renminbi may materially and adversely affect your        
investment.                                                                     

      The value of the Renminbi against the U.S. dollar and other currencies may
fluctuate and is affected by, among other things, changes in the PRC's political
and economic conditions. Any significant revaluation of the Renminbi may        
materially and adversely affect our cash flows, revenues and financial          
condition. For example, to the extent that we need to convert U.S. dollars we   
receive from this offering of our common stock into Renminbi for our operations,
appreciation of the Renminbi against the U.S. dollar could have a material      
adverse effect on our business, financial condition and results of operations.  

      Conversely, if we decide to convert our Renminbi into U.S. dollars for the
purpose of making payments for dividends on our common shares or for other      
business purposes and the U.S. dollar appreciates against the Renminbi, the U.S.
dollar equivalent of the Renminbi we convert would be reduced. Any significant  
devaluation of Renminbi may reduce our operation costs in U.S. dollars but may  
also reduce our earnings in U.S. dollars. In addition, the depreciation of      
significant U.S. dollar denominated assets could result in a charge to our      
income statement and a reduction in the value of these assets.                  

Since 1994 the PRC has pegged the value of the Renminbi to the U.S. 
dollar. We do not believe that this policy has had a material effect on our     
business. There can be no assurance that Renminbi will not be subject to        
devaluation. We may not be able to hedge effectively against Renminbi           
devaluation, so there can be no assurance that future movements in the exchange 
rate of Renminbi and other currencies will not have an adverse effect on our    
financial condition.                                                            

 In addition, there can be no assurance that we will be able to obtain
sufficient foreign exchange to pay dividends or satisfy other foreign exchange  
requirements in the future.                                                     

It may be difficult to effect service of process and enforcement of legal       
judgments upon our company and our officers and directors because some of them  
reside outside the United States.                                               

As our operations are presently based in China and some of our key  
directors and officers reside outside the United States, service of process on  
our key directors and officers may be difficult to effect within the United     
States. Also, substantially all of our assets are located outside the United    
States and any judgment obtained in the United States against us may not be     
enforceable outside the United States. We have appointed Lu Pingji, our Chairman
and Chief Executive Officer, as our agent to receive service of process in any  
action against our company in the United States.                                

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If relations between the United States and China worsen, our stock price may    
decrease and we may have difficulty accessing the U.S. capital markets.         

      At various times during recent years, the United States and China have had
disagreements over political and economic issues. Controversies may arise in the
future between these two countries. Any political or trade controversies between
the United States and China could adversely affect the market price of our      
common stock and our ability to access U.S. capital markets.                    

We may face obstacles from the communist system in the People's Republic of     
China.                                                                          

     Foreign companies conducting operations in the People's Republic of China
face significant political, economic and legal risks. The Communist regime in   
the People's Republic of China, including a cumbersome bureaucracy, may hinder  
Western investment.                                                             

We may have difficulty establishing adequate management, legal and financial    
controls in the People's Republic of China.                                     

 The People's Republic of China historically has not adopted a Western
style of management and financial reporting concepts and practices, modern      
banking, computer or other control systems. We may have difficulty in hiring and
retaining a sufficient number of qualified employees to work in the People's    
Republic of China. As a result of these factors, we may experience difficulty in
establishing management, legal and financial controls, collecting financial data
and preparing financial statements, books of account and corporate records and  
instituting business practices that meet Western standards.                     

It will be extremely difficult to acquire jurisdiction and enforce  
liabilities against our officers, directors and assets based in the People's    
Republic of China.                                                              

  Because the Company's executive officers and directors, including, the
chairman of it's board of directors, are Chinese citizens, it may be difficult, 
if not impossible, to acquire jurisdiction over these persons in the event a    
lawsuit is initiated against us and/or its officers and directors by a          
stockholder or group of stockholders in the United States. Also, because the    
majority of our assets are located in the People's Republic of China it would   
also be extremely difficult to access those assets to satisfy an award entered  
against it in a United States court.                                            

We may face judicial corruption in the People's Republic of China.              

    Another obstacle to foreign investment in the People's Republic of China
is corruption. There is no assurance that we will be able to obtain recourse, if
desired, through the People's Republic of China's poorly developed and sometimes
corrupt judicial systems.                                                       

Risks Related To This Offering                                                  

There is no assurance of an established public trading market, which would      
adversely affect the ability of investors in our company to sell their          
securities in the public markets.                                               

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  Although our common stock trades on the Over-the-Counter Bulleting Board
(the "OTCBB"), a regular trading market for the securities may not be sustained 
in the future. The NASD has enacted recent changes that limit quotations on the 
OTCBB to securities of issuers that are current in their reports filed with the 
Securities and Exchange Commission. The effect on the OTCBB of these rule       
changes and other proposed changes cannot be determined at this time. The OTCBB 
is an inter-dealer, Over-The-Counter market that provides significantly less    
liquidity than the NASD's automated quotation system (the "NASDAQ Stock         
Market"). Quotes for stocks included on the OTCBB are not listed in the         
financial sections of newspapers as are those for The Nasdaq Stock Market.      
Therefore, prices for securities traded solely on the OTCBB may be difficult to 
obtain and holders of common stock may be unable to resell their securities at  
or near their original offering price or at any price. Market prices for our    
common stock will be influenced by a number of factors, including:              

o     the issuance of new equity securities;                        

o     changes in interest rates;                                    

     o     competitive developments, including announcements by competitors of
        new products or services or significant contracts, acquisitions,
      strategic partnerships, joint ventures or capital commitments;

o     variations in quarterly operating results;                    

o     change in financial estimates by securities analysts;         

o     the depth and liquidity of the market for our common stock;   

     o     investor perceptions of our company and the technologies industries
generally; and                                          

o     general economic and other national conditions.               

The limited prior public market and trading market may cause volatility in the  
market price of our common stock.                                               

      Our common stock is currently traded on a limited basis on the OTCBB under
the symbol "CHLN." The quotation of our common stock on the OTCBB does not      
assure that a meaningful, consistent and liquid trading market currently exists,
and in recent years such market has experienced extreme price and volume        
fluctuations that have particularly affected the market prices of many smaller  
companies like us. Our common stock is thus subject to volatility. In the       
absence of an active trading market:                                            

      o     investors may have difficulty buying and selling or obtaining market
quotations;                                             

o     market visibility for our common stock may be limited; and    

 o     a lack of visibility for our common stock may have a depressive
effect on the market for our common stock.              

Our principal stockholders, current executive officers and directors own a      
significant percentage of our company and will be able to exercise significant  
influence over our company.                                                     

  Our executive officers and directors and principal stockholders together
will beneficially own a majority of the total voting power of our outstanding   
voting capital stock. These stockholders will be able to determine the          
composition of our Board of Directors, will retain the voting power to approve  
all matters requiring stockholder approval and will continue to have significant
influence over our affairs. This concentration of ownership could have the      
effect of delaying or preventing a change in our control or otherwise           
discouraging a potential acquirer from attempting to obtain control of us, which
in turn could have a material and adverse effect on the market price of the     
common stock or prevent our stockholders from realizing a premium over the      
market prices for their shares of common stock. See "Principal Stockholders" for
information about the ownership of common by our executive officers, directors  
and principal stockholders.                                                     

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We do not anticipate paying dividends on the Common Stock.                      

  We have never paid dividends on our common stock and do not anticipate
paying dividends in the foreseeable future. Our directors intend to follow a    
policy of retaining all of our earnings, if any, to finance the development and 
expansion of our business.                                                      

Our common stock could be considered to be a "penny stock."                     

      Our common stock could be considered to be a "penny stock" if it meets one
or more of the definitions in Rules 15g-2 through 15g-6 promulgated under       
Section 15(g) of the Securities Exchange Act of 1934, as amended. These include 
but are not limited to the following: (i) the stock trades at a price less than 
$5.00 per share; (ii) it is NOT traded on a "recognized" national exchange;     
(iii) it is NOT quoted on The Nasdaq Stock Market, or even if so, has a price   
less than $5.00 per share; or (iv) is issued by a company with net tangible     
assets less than $2.0 million, if in business more than a continuous three      
years, or with average revenues of less than $6.0 million for the past three    
years. The principal result or effect of being designated a "penny stock" is    
that securities broker-dealers cannot recommend the stock but must trade in it  
on an unsolicited basis.                                                        

Broker-dealer requirements may affect trading and liquidity.                    

      Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rule
15g-2 promulgated thereunder by the SEC require broker-dealers dealing in penny 
stocks to provide potential investors with a document disclosing the risks of   
penny stocks and to obtain a manually signed and dated written receipt of the   
document before effecting any transaction in a penny stock for the investor's   
account.                                                                        

     Potential investors in our common stock are urged to obtain and read such
disclosure carefully before purchasing any shares that are deemed to be "penny  
stock." Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve 
the account of any investor for transactions in such stocks before selling any  
penny stock to that investor. This procedure requires the broker-dealer to (i)  
obtain from the investor information concerning his or her financial situation, 
investment experience and investment objectives; (ii) reasonably determine,     
based on that information, that transactions in penny stocks are suitable for   
the investor and that the investor has sufficient knowledge and experience as to
be reasonably capable of evaluating the risks of penny stock transactions; (iii)
provide the investor with a written statement setting forth the basis on which  
the broker-dealer made the determination in (ii) above; and (iv) receive a      
signed and dated copy of such statement from the investor, confirming that it   
accurately reflects the investor's financial situation, investment experience   
and investment objectives. Compliance with these requirements may make it more  
difficult for holders of our common stock to resell their shares to third       
parties or to otherwise dispose of them in the market or otherwise.             

Shares eligible for future sale may adversely affect the market price of our    
common stock, as the future sale of a substantial amount of our restricted stock
in the public marketplace could reduce the price of our common stock.           

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      From time to time, certain of our stockholders may be eligible to sell all
or some of their shares of common stock by means of ordinary brokerage          
transactions in the open market pursuant to Rule 144, promulgated under the     
Securities Act ("Rule 144"), subject to certain limitations. In general,        
pursuant to Rule 144, a stockholder (or stockholders whose shares are           
aggregated) who has satisfied a one-year holding period may, under certain      
circumstances, sell within any three-month period a number of securities which  
does not exceed the greater of 1% of the then outstanding shares of common stock
or the average weekly trading volume of the class during the four calendar weeks
prior to such sale. Rule 144 also permits, under certain circumstances, the sale
of securities, without any limitations, by a non-affiliate of our company that  
has satisfied a two-year holding period. Any substantial sale of common stock   
pursuant to Rule 144 or pursuant to any resale prospectus may have an adverse   
effect on the market price of our securities.                                   

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 USE OF PROCEEDS

     We will not receive any proceeds from the sale of shares to be offered by
the selling stockholders. The proceeds from the sale of each selling            
stockholders' common stock will belong to that selling stockholder. However, we 
may receive the sale price of any common stock we sell to the selling           
stockholders upon exercise of outstanding warrants.                             

  Unless otherwise indicated in the applicable prospectus supplement, we
anticipate that any net proceeds from the sale of the securities that we may    
offer under this prospectus and any accompanying prospectus supplement will be  
used for general corporate purposes. General corporate purposes may include     
acquisitions, investments, repayment of debt, capital expenditures, repurchase  
of our capital stock and any other purposes that we may specify in any          
prospectus supplement. We may invest the net proceeds temporarily until we use  
them for their stated purpose.                                                  

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BUSINESS

INDUSTRY OVERVIEW                                                               

 China has experienced rapid economic growth in the last twenty years.
According to China's Department of Commercial Affairs, China's gross domestic   
product ("GDP") achieved an annual growth rate of 9.77% from 2004 to 2006.      
According to the National Statistics Bureau of China, the GDP of China in 2006  
was RMB 20,960.95 billion, up 10.04% over the previous year.                    

     We believe that the primary reasons behind China's strong economic growth
are                                                                             

(i) a robust domestic consumer demand resulting from rising consumer
confidence and disposable income,                                               

    (ii) increasing foreign direct investment after accession into the World
Trade Organization,                                                             

     (iii) surging investments in real estate and infrastructure, as exhibited
by a boom in the real property market. We believe that a paradigm shift is      
taking place in China, characterized by some major economic and political       
improvements, such as a de-politicization of Chinese society, growing private   
business, an emerging unified national market and integration into the global   
value chain.                                                                    

Residential Real Estate                                                         

     China is in the midst of a rapid urbanization process. There are now over
400 million Chinese living in urban areas. Despite policies to limit population 
growth, China's urban population has been increasing and real estate investment 
has been thriving. Real estate investment has grown considerably, but not at a  
rate we believe is excessive relative to GDP growth. We believe that there is   
still strong growth potential in Chinese real estate investments. According to  
the National Statistics Bureau of China, real estate investment in China        
increased from RMB 15,000 million in 1978 to RMB 1,575,900 million in 2005.     
Southnet News reports in China's Youth Newspaper that from the late 1990s to    
2006, there was an annual average growth rate of approximately 20% in real      
estate investments.                                                             

China's real estate market entered a new phase in 1990 with the     
promulgation of the Temporary Regulations on the Sale and Transfer of Urban     
State-Owned Real Estate which was the first in a series of major housing policy 
reforms. Previously all land and housing was owned by the State. Key regulatory 
developments have included:                                                     

   o     1991- Employees allowed to use funds in their Housing Accounts to
pay for deposits on home purchases;                     

o     1992- All large cities began to sell state owned housing;     

o     1998- The policy of state allocation of housing was abolished;

   o     1999- The maximum term for mortgages was extended to 30 years and
       financing limits were increased from 70% to 80% of the purchase
price.                                                  

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   Statistics from the Ministry of Construction show that from 1980 to 2000,
China's real estate industry showed strong growth with newly built housing      
reaching an average of 218 square feet per person, a two fold increase from     
1970. The PRC government expects the nation to increase aggregate housing area  
from the 2005 total of 59 billion square feet to 64.5 billion square feet, or   
approximately 70 million individual housing units, by 2015.                     

According to the PRC National Bureau of Statistics (NBS), in 2004,  
investment in Chinese real estate exceeded US$159 billion, accounting for 25    
percent of fixed asset investment. The continuing national trends of            
urbanization and expanded development are generally expected to lead sustained  
growth in the market for at least the next ten years.                           

Since 1990s, Chinese government reforms in urban and rural housing  
policies have promoted the concept of the family residence in allowing          
individuals to purchase their own homes, and opportunities for financing such   
purchases through banks and other funds have become available to individuals.   
Previously, homes were owned by companies for their employees, and there was no 
market for real estate at the individual level. A viable and vibrant real estate
market has emerged with these reforms. The effect of the emerging housing       
industry on the financial sector was considerable. According to the National    
Statistics Bureau of China, in 2004 individuals accounted for 93.3% of the total
sales of commercial buildings.                                                  

      Most of China's housing and land development companies develop projects on
a regional rather than a national basis. There are several reasons for this.    
First, land is controlled by local governments and local companies have better  
relationships with local governments and easier access to regional information. 
Moreover, bank loans are approved by local bank branches; therefore, local real 
estate companies are better able to leverage relationships to obtain financing  
and/or preferential financing terms. Also, housing specifications tend to vary  
on a regional basis based on local tastes, customs, and environmental factors.  

  The demand for residential housing is characterized by individuals and
families, many of whom are purchasing for the first time. They will normally pay
a 20% deposit on the cost of the property with the remainder covered by a       
mortgage. On a local basis, the Xian Bureau of Statistics indicates that, from  
2001 to 2004, demand for residential housing in Xian increased from 37.6 million
square feet to 61.1 million square feet. During the same period, the average    
price per square foot increased from US$23.23 to US$37.88.                      

     The population of Xian exceeded eight million in 2006. The average living
area in Xian is about 157 square feet per person, significantly less than the   
national average. The Xian government expects the local average to reach 269    
square feet of living area per person by the year 2020, at which time the       
population is expected to be ten million. This will necessitate the construction
of 1.259 billion square feet of housing, an annual increase of 78.7 million     
square feet.                                                                    

As the local economy has developed under Beijing's "Go West" policy,
personal incomes have grown, driving the demand for better housing. The         
residential real estate market in Xian is currently expanding in a balanced     
fashion. The vacancy rate for new housing is approximately 15%, the lowest in   
five years. The Xian residential realty market is projected to show strong and  
steady growth over the next three to five years, driven by changes in family    
living patterns, the need to alleviate crowded housing and the impact of the    
State's regional development plans.                                             

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Geographically, our core property business is based in Xi'an, the     
industrial heartland of western China. Xi'an is an ancient city, well known for 
its terracotta soldiers. Xi'an is also the largest city in western China with a 
population of eight million and is an important technological, commercial and   
cultural center. Xi'an plays an important strategic role in the Chinese         
government's "Going West" policy                                                

Commercial Real Estate                                                          

Since 2000 commercial property development in China has been growing
rapidly. According to the NBS, 2003 commercial property sales were 304.9 million
square feet, more than double the 150.5 million square feet sold in 2000. The   
average selling price was US$42.69 per square foot, 1.67 times higher than the  
average residential housing price, representing a price increase of 12% over the
previous year. The latest NBS figures show 2005 commercial property sales valued
US$760 billion, a 13% increase over 2004. The demand for commercial space,      
particularly stores and malls, is generally not expected to slow in the near    
term.                                                                           

OUR COMPANY                                                                     

   We were incorporated in the state of Nevada on July 6, 2004, as Pacific
Northwest Productions Inc. On April 21, 2006, we entered into and closed a share
purchase agreement with Xian Tsining Housing Development Co., Ltd., a           
corporation formed under the laws of the People's Republic of China, and each of
Tsining's shareholders. Pursuant to the Agreement, we acquired all of the issued
and outstanding capital stock of Tsining from the Tsining shareholders in       
exchange for 2,000,000 shares of our common stock. On May 4, 2006, we changed   
our name to China Housing & Land Development, Inc.                              

  On March 9, 2007, we entered into a Shares Transfer Agreement with the
shareholders of Xi'an New Land Development Co., Ltd. ("New Land"), pursuant to  
which we have acquired 32,000,000 shares of New Land, constituting 100% equity  
ownership of New Land. The total purchase price for the shares acquisition is   
270 million Renminbi, estimated to be approximately US$34 million at the current
currency exchange rate which is subject to change. The total purchase price     
includes the initial cash payment of 5 million Renminbi, estimated to be        
approximately US$610,000, payable within 20 days after the signing of the Shares
Transfer Agreement, an additional cash payment of 57 million Renminbi, estimated
to be approximately US$7.2 million, payable within 30 days after the Registrant 
has received a satisfactory audit report of New Land, and the issuance of 10%   
promissory note of the aggregate amount of 208 million Renminbi, estimated to be
approximately US$26.2 million, with a maturity date of January 30, 2009.        

COMPLETED PROPERTY DEVELOPMENT PROJECTS                                         

We are primarily focused on land acquisition for the development of 
residential housing. Over the past several years, the bulk of our sales were    
realized from the five projects described below. The completed projects are in  
downtown Xian and commanded prices per square foot that were higher than the    
regional average. All five projects included secured parking, cable TV, hot     
water, heating systems, and access to natural gas.                              

  1) Tsining*Mingyuan: 8 East Youyi Road, Xian. The construction area is
571,078 square feet. Mingyuan is a residential complex consisting of 303        
apartments ranging from two to four bedrooms and 950 to 1,800 square feet in    
size. Construction commenced in March 1998 and was completed in April 2000. In  
total, the project generated total sales of US$20.62 million with an average    
price of US$35.46 per square foot.                                              

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     2) Lidu*Mingyuan: 25 East Mutoushi, Xian. Located in the prime commercial
area near the historic Bell Tower. The project covers 1.3 acres, a buildings    
area of 89,163 square feet, and 56 apartments ranging from two to four bedrooms.
The project began in October 2000 and was completed in November 2001. With an   
average price of US$46.48 per square foot, total sales were US$4.14 million.    

      3) Tsining*Hanyuan: 6 East Youyi Road, Xian. Located in the south of Xian,
noted for its schools and universities. The project was started in February 2002
and completed in December 2003. It is comprised of 238 two and three bedroom    
apartments ranging from 1,140 to 1,800 square feet and covering a total         
construction area of 346,912 square feet. The apartments sold at an average     
price of US$46.70 per square foot generating total sales of US$17.30 million.   

   4) Tsining*Home IN: 88 North Xingqing Road, Xian. Located near the city
center, the Home IN project consists of 215 two and three bedroom western-style 
apartments ranging from 1,120 to 1,920 square feet in size. Total construction  
area is 323,696 square feet. The project, completed in December 2003, generated 
sales of US$42.60 per square foot for a total of US$13.79 million in total      
sales.                                                                          

   5) Tsining*GangWan: 123 Laodong Road, Xian. Less than one mile from the
western hi-tec industrial zone, GangWen spans three acres and is comprised of   
eight buildings with a total construction area of 449,962 square feet. The      
project began in April 2003 and was completed in December 2004. GangWean has    
apartments ranging from one to three bedrooms and 430 to 1,430 square feet in   
size. There are 466 apartments. Total sales were US$18.33 million with an       
average price of US$40.75 per square foot.                                      

PROJECTS CURRENTLY UNDER SALE                                                   

      The following are projects under sales which will contain both residential
housing as well as office and retail space available for rent. We have completed
both projects in 2006. The sales of these two projects are mainly contributed   
the majority to our 2006's revenue:                                             

 1) Tsining 24G: 133 Changle Road, Xian. 24G is an redevelopment of an
existing 26 floor building, located in the center of the most matured and       
developed commercial belt of the city. This upscale development will include    
secured parking, cable TV, hot water, air conditioning, natural gas access,     
internet connection, and exercise facilities. This project was awarded "The Most
Investment Potential Award in Xi'an city " in 2006, Its target Customer: White  
collar workers, small business owners and traders, entrepreneurs. Total square  
footage available for residential use was 319,789,covering 372 one to three     
bedroom serviced apartments ranging from 387 to 1,936 square feet. In addition  
to the residential housing, The commercial area of 24G covers 213,193 square    
feet, will house electronic products retailers, clothing stores, convenience    
stores and restaurants in its ground-level retail space.. The project started   
construction in June 2005 and was completed in June 2006. 24G contributed       
US$13.00 million to 2006 revenue.                                               

    2) Tsining Junjing Garden I: 369 North Jinhua Road, Xian. It's the first
German style Residential & Commercial Community in Xi'an, designed by the       
world-famous WSP architect design house. Its target Customer is local middle    
income families. The project has 15 residential apartment buildings consisting  
of 1,230 one to five bedroom apartments, ranging from 505 to 3,787 square feet  
in size. The Garden will feature secured parking, cable TV, hot water, heating  
systems, and access to natural gas. Total square footage available for          
residential use was 1,595,198 Junjing Garden I was also a commercial venture    
that will house small businesses serving the needs of Junjing Garden I residents
and surrounding residential communities. Total commercial space was 308,848     
square feet, and we expect to remain 128,273 square feet of commercial space to 
house a supermarket and other retailers generating annual rental income. The    
project was completed in September 2006. Junjing Garden I contributed US$39.67  
million to 2006 revenue.                                                        

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PROJECT DEVELOPMENT PIPELINE                                                    

    We have purchased two additional parcels of land in Xian in anticipation
of beginning development of the following residential properties. The completion
of such projects is subject to adequate financing, permits, licensing and market
conditions:                                                                     

  1) Junjing Garden II: 38 East Hujiamiao, Xian Set on 18 acres of land.
It's the first Canadian style residential community with "green and             
energy-saving" characters, and won "National Energy Saving Project". Its target 
Customer: local middle income family. Located near Junjing Garden I, this       
complex will consist of 1,500 one to five bedroom apartments. The apartments    
will offer secured parking, cable TV, hot water, heating systems, and access to 
natural gas. Set on 18 acres, total square footage available for sale is        
expected to be 2,524,457 ,residential will be 2,407,377 Square Footage and      
commercial will be 117,080 Square Footage. Planning is set to begin in second   
quarter of 2007 and project completion in 2009.                                 

     2) Yijing Garden: 14 Jiangong Road, Xian. Set on 15 acres of land, Yijing
Garden Located at one of the best residential area in the city, surrounded by   
universities and park. We had got the certificate for land use in 2004. Its     
target Customer: Middle/High income family . Yijing Garden will consist of 1,500
apartments ranging from two to four bedrooms. Total square footage will be      
2,039,793. Secured parking, cable TV, hot water, heating systems, and access to 
natural gas will be included. Construction is set to begin in October 2008 and  
be completed December 2010.                                                     

     3) Xindadi. On March 9, 2007, we entered into a Shares Transfer Agreement
with the shareholders of Xi'an New Land Development Co., Ltd. ("New Land"),     
pursuant to which the Registrant has acquired 32,000,000 shares of New Land,    
constituting 100% equity ownership of New Land. The total purchase price for the
shares acquisition is 270 million Renminbi, estimated to be approximately US$34 
million at the current currency exchange rate which is subject to change. The   
total purchase price includes the initial cash payment of 5 million Renminbi,   
estimated to be approximately US$610,000, payable within 20 days after the      
signing of the Shares Transfer Agreement, an additional cash payment of 57      
million Renminbi, estimated to be approximately US$7.2 million, payable within  
30 days after the Registrant has received a satisfactory audit report of New    
Land, and the issuance of 10% promissory note of the aggregate amount of 208    
million Renminbi, estimated to be approximately US$26.2 million, with a maturity
date of January 30, 2009                                                        

MARKETING                                                                       

    Similar advertising methods are used for both commercial and residential
marketing initiatives. Local television, billboards, internet, and radio        
advertising are all utilized to reach our target demographic. A sales force is  
on-site to handle all prospective customer inquiries.                           

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SUPPLIERS                                                                       

 The supply of land is controlled by the government. There are generally
three ways in which we acquire land.                                            

   o Purchase by auction held by the Land Consolidation and Rehabilitation
Center;                                                                         

o Purchase by auction held by court under bankruptcy proceedings;   

  o Merger with or acquisition of a state-owned enterprise that controls
developable land.                                                               

    All such purchases of land are required to be reported to and authorized
by the Xian Bureau of Land and Natural Resources.                               

    As for other suppliers of design and construction services, we typically
selects the lowest-cost provider through an open bidding process. Such service  
providers are numerous in China and we foresee no difficulties in securing      
alternative sources of services as needed.                                      

INTELLECTUAL PROPERTY                                                           

We currently have no registered intellectual property.              

RESEARCH AND DEVELOPMENT                                                        

   We have not had any material research and development expenses over the
past two years. Due to the characteristic of the housing and land development   
industry, "R&D" consists of marketing research. The funding of all marketing    
research is expected to come from operating cash flow.                          

GOVERNMENTAL AND ENVIRONMENTAL REGULATION                                       

   To date, we have been compliant with all registrations and requirements
for the issuance and maintenance of all licenses required by the applicable     
governing authorities in China. These licenses include:                         

   o "Qualification Certificate for Real Estate Development" authorized by
the Shaanxi Construction Bureau, effective from December 20, 2006 to December   
20, 2009. License No: JianKaiQi (2006) 603. The housing & land development      
process is regulated by the Ministry of Construction and authorized by the local
offices of the Ministry. Each development project must obtain the following     
licenses:                                                                       

    o "License for Construction Area Planning" and "License for Construction
Project Planning", authorized by Xian Bureau of Municipal Design;               

  o "Building Permit" authorized by the Committee of Municipal and Rural
Construction;                                                                   

After construction is complete, the project must obtain a validation
certificate and there are various standards that must be met to obtain this     
certificate. These standards are regulated by Local Ministry of Construction    
Bureau.                                                                         

      Housing and land development sales companies are regulated by the Ministry
of Land & Natural Resources and authorized by the local office of the Ministry. 
Each project also has to be authorized and must obtain a "Commercial License for
Housing Sale" from the Real Estate Bureau.                                      

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COMPETITION                                                                     

The real estate development business in China is organized into four
levels under the structure of the "Qualification Certificate for Real Estate    
Development Enterprise." The starting level is Level 4 (see table below).       
Dependent upon its registered capital, the number of years of industry          
experience, the area of land it has developed and its safety record, a company  
may climb the scale to participate in larger projects. However, only one level  
may be ascended per year.                                                       

                                                    Time for
Registered Capital   Experience   Developed Area             license to         
(million)          (years)     (square feet)   Other    be authorized   
------------------   ----------   --------------  --------  -------------       
Level 1   US$6.25        5          3,229,278        No                         
Level 2   US$2.5         3          1,614,639      Severe     20 days           
Level 3   US$1           2            538,213     Accident                      
Level 4   US$0.125       1             N/A                                      

      On the national level, there are numerous Level 1 companies that have real
estate projects across China (to develop in multiple regions a Level 1 status is
required). There are 79 housing and land development companies listed on the    
Shanghai, Shenzhen and Hong Kong Stock Exchanges. However, such companies       
usually undertake large scale projects and are unlikely to compete with us for  
business as we target small to medium size projects.                            

 We had gained Level 1 status under the China Ministry of Construction
licensing policy in December 20 2006. Typically, the housing and land           
development industry is a regional business with mostly local players competing 
with us for small to medium size projects. In Xian the direct competition       
includes Xian Hi-Tech Industrial District Real Estate Development Co. Ltd.      
(Level 1), the largest real estate developer in Xian and in the top five for    
Northwest China, (Tiandiyuan: 600665, Shanghai Exchange). This company generally
undertakes larger scale projects. This company is a state-owned enterprise      
established in May 1991. By the end of December, 2005, the company had completed
ten projects, developed 988 acres of land and 21,528,525 square feet of         
construction area. The company is now operating four projects in Xian with a    
total construction area of 14,598,191 square feet.                              

We are aware of two privately owned companies in Xian which may be  
considered to be direct competitors in the small to medium sized project sector:

     Xian Yahe Real Estate Development Co. Ltd. (Level 2) Established in 1993,
this company has a development portfolio of six projects with a total           
construction area of 5,279,860 square feet. These projects are mainly in North  
Xian. The company has a similar profile to Tsining, however, since it is        
headquartered in North Xian, a relatively less desirable area, the marketability
and price of its projects are not as high as Tsining developments. Moreover,    
while the cost of development is similar to other areas of the city, the selling
price of property is lower than the Xian average.                               

     Xian Yanta District Rural & Urban Construction Development Company (Level
2) A state-owned enterprise established in 1985. It has five projects developed 
with a total construction area of 7,212,055 square feet. It has two projects    
currently under development with a total construction area of 1,340,258 square  
feet. Since the company is controlled by the Xian Yanta District Government most
of the company's developments are municipal reform projects in the Yanta        
District.                                                                       

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   We are the third-ranked housing and land development company in Shaanxi
Province and ranked as the number one private housing and land development      
company in Xian (ranking assigned in 2005 by the China Enterprise Confederation 
and China Enterprise Directors' Association). We are also an "AAA Enterprise in 
the Shaanxi Construction Industry" as recognized by the Shaanxi Province        
Enterprise Credit Association, which is consisted by 27 banks and financial     
institutes.                                                                     

 DESCRIPTION OF PROPERTY

Our principal executive offices are located at 6 Youyi Dong Lu, Han Yuan 4 Lou, 
Xi'An, Shaanxi Province, China 710054. This office consists of approximately    
2,608.06 square meters which we own.                                            

Our properties are located in Xian, Shaanxi province in China. We own Tsining   
Building, and the Tsining Hanyuan House property with 116,232 square feet of    
floor area together with related fixtures and equipment.                        

We believe that our properties are adequate for our current and immediately     
foreseeable operating needs. We do not have any policies regarding investments  
in real estate, securities or other forms of property.                          

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SELLING STOCKHOLDERS

    The following table sets forth the common stock ownership of the selling
stockholders as of June 22, 2007. The selling stockholders acquired their       
securities through a private placement offerings which closed on May 9, 2007.   

   We will not receive any proceeds from the resale of the common stock by
the selling stockholders. Assuming all the shares registered below are sold by  
the selling stockholders, none of the selling stockholders will continue to own 
any shares of our common stock. Other than as set forth in the following table, 
the selling stockholders have not held any position or office or had any other  
material relationship with us or any of our predecessors or affiliates within   
the past three years. In addition, except as set forth below, the selling       
stockholders are not registered broker-dealers.                                 

                                                                [Download Table]

Investor                                                         Shares   Warrants
                                                                                  
Lake Street Fund, L.P.                                         1,425,926  427,778 

Fred L. Astman/Wedbush Securities Inc.                                            
CUST/IRA R/O Holding 10/13/92                                    277,777   83,333 

David Moy / Wedbush morgan Sec CTDN / IRA                                         
contributory 1-23-03                                              92,593   27,778 

David Moy                                                        314,815   94,445 

Bai Ye Feng                                                      222,222   66,667 

Farallon Capital Partners, L.P.                                   94,778   28,433 

Farallon Capital Institutional Partners, L.P.                     47,370   14,211 

Farallon Capital Institutional Partners II, L.P.                   8,630    2,589 

Farallon Capital Institutional Partners III, L.P.                  4,296    1,289 

Farallon Capital Offshore Investors, Inc.                        282,667   84,800 

Farallon Capital Offshore Investors II, L.P.                     132,037   39,611 

Tinicum Partners, L.P.                                             4,296    1,289 

Jacquelynn Wechsler                                               37,037   11,111 

Vincent Gao                                                        9,259    2,778 

Sequoia Holdings, LLC                                            185,185   55,556 

John Peter Selda / Wedbush Securities Inc.                                        
CTDN / IRA contributory 8/27/96                                   37,037   11,111 

George Loxsom / Wedbush Securities Inc.                                           
CUST / IRA SEP 12/16/92                                           27,778    8,333 

Gregory Cook / Wedbush Morgan Sec Inc                                             
CTDN / IRA Contributory 1/16/02                                   27,778    8,333 

Joseph Anthony Cardaropoli Wedbush Morgan Securities CTDN IRA                     
Rollover 1-12-06                                                  18,519    5,556 

James L. Hotvet and Jill B. Hotvet Revocable Trust                 3,704    1,111 

Scott W. Hood                                                     18,519    5,556 

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                                                        [Enlarge/Download Table]
                                                                                        
Mitchell W. Howard Trust UTD 7/19/2006                                    9,259    2,778

Anne Coscarelli Trust Dated 1/12/2000                                     3,704    1,111

Shu-Hua Lu, Chyuan-Yih Lu                                                22,222    6,667

William L. Caton III, Wedbush Securities Inc CUST                                       
IRA R/O Holding 12/11/92                                                 37,037   11,111

Feliks Zlochistyy                                                        11,111    3,333

William Adam Caton                                                        2,778      833

Bharat Sahgal                                                             3,256      977

Stephen S. Taylor                                                        61,345   18,404

Stephen S. Taylor - IRA                                                 111,111   33,333

Schreiber Family Trust dtd 02/08/95                                      32,857    9,857

Luciano Bruno                                                             6,612    1,984

Ralph J. Steffen Living Trust                                             6,612    1,984

Robert Horwitz                                                           65,814   19,744

Gilford Energy Inc                                                       32,857    9,857

London Family Trust                                                      65,814   19,744

Heller Capital Investments, LLC                                         284,339   85,302

CGM c/f Ronald I. Heller IRA                                            202,963   60,889

William Albert Rosen                                                     25,926    7,778

Kircher Family Trust dtd 3/24/04                                         32,857    9,857

David Ofman                                                              32,857    9,857

Stephen S. Taylor, Sr.                                                   14,815    4,445

Mary Beth Shea                                                           25,600    7,680

Namtor BVC Limited Partnership                                           98,671   29,601

Thomas E. Nolan                                                          10,200    3,060

RBC Dain Rauscher c/f Merry Lee Carnall Roth IRA 12p4.1482.1060.GR01                    
Alternative Investments- MO8 510 Marquette Ave. S,                                      
Minneapolis, MN 55402                                                    32,857    9,857

Deborah L. Tekdogan                                                       5,150    1,545

David A. Spinney                                                         65,814   19,744

Access America Fund LP                                                  370,370  111,111

Chinamerica Fund, LP                                                    740,741  222,222

Chinamerica CHLN Acquisition, LLC                                       462,963  138,889

Pope Investments LLC                                                  1,388,889  416,667

Berlin Capital Growth L.P.                                              300,000   90,000

Donnelly Consulting DBA                                                  18,519    5,556

Dennis W. Potzman & Barbara O. Potzman                                   37,037   11,111

Thomas R. Donnelly and Angela D. Donnelly                                18,519    5,556

Matthew M. Hayden                                                        74,074   22,222

Brett Maas                                                               37,037   11,111

Whitebox Intermarket Partners, L.P.                                     222,222   66,667

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                                                                [Download Table]
                                                          
MidSouth Investor Fund LP              148,148      44,444

Lyman O. Heidtke                        74,074      22,222

James L. Roberts, Jr                     9,259       2,778

Robert C. McAleer                        9,259       2,778

Tommy L. Graham                         51,852      15,556

Joel C. Gordon                          37,037      11,111

Eastern Management & Financial, LLC    129,630      38,889

Federated Kaufmann Small Cap Fund      462,963     138,889

Merlin Partners, LP                     92,593      27,778

Total                                9,261,847  2,778,554 

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 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

FORWARD-LOOKING STATEMENTS                                                      

   The information in this report contains forward-looking statements. All
statements other than statements of historical fact made in this report are     
forward looking. In particular, the statements herein regarding industry        
prospects and future results of operations or financial position are            
forward-looking statements. These forward-looking statements can be identified  
by the use of words such as "believes," "estimates," "could," "possibly,"       
"probably," anticipates," "projects," "expects," "may," "will," or "should" or  
other variations or similar words. No assurances can be given that the future   
results anticipated by the forward-looking statements will be achieved.         
Forward-looking statements reflect management's current expectations and are    
inherently uncertain. Our actual results may differ significantly from          
management's expectations.                                                      

    The following discussion and analysis should be read in conjunction with
our financial statements, included herewith. This discussion should not be      
construed to imply that the results discussed herein will necessarily continue  
into the future, or that any conclusion reached herein will necessarily be      
indicative of actual operating results in the future. Such discussion represents
only the best present assessment of our management.                             

CORPORATE HISTORY                                                               

   We were incorporated in the state of Nevada on July 6, 2004, as Pacific
Northwest Productions Inc. On April 21, 2006, we entered into and closed a share
purchase agreement with Xian Tsining Housing Development Co., Ltd., a           
corporation formed under the laws of the People's Republic of China, and each of
Tsining's shareholders. Pursuant to the Agreement, we acquired all of the issued
and outstanding capital stock of Tsining from the Tsining shareholders in       
exchange for 2,000,000 shares of our common stock. On May 4, 2006, we changed   
our name to China Housing & Land Development, Inc.                              

THREE MONTHS ENDED MARCH 31, 2007 COMPARED TO THREE MONTHS ENDED MARCH 31, 2006 

Revenue                                                                         

    We generated revenues of $8,196,197 for the three months ended March 31,
2007, a decrease of $8,800,626 or 52% compared to $16,996,823 for the three     
months ended March 31, 2006. The reason for decrease is that on January 2006, 7 
buildings covered 706,792 sq.ft in Junjing Yuan I were completed, and all       
pre-sale of these area before the completion were recognized into revenue in the
first quarter of 2006, which were $14.6 million. These recognized pre sales were
contributed the most part of the revenues for the first quarter of 2006.        

Revenue Contribution by Project:                                                
(All numbers in USD millions)                                                   

                                            March 31, 2007   December 31, 2006

Tsining-24G                                      $  7.1                         
                                           ------            -------
Tsining Junjing Yuan                             $  0.5            $  16.7      
                                           ------            -------
Tsining GangWan                                                    $   0.1      
                                           ------            -------
Other                                            $  0.5            $   0.2      
                                           ======            =======
Total                                           $  8.2            $  17.0     
                                           ======            =======

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For the three-month period ended March 31, 2007, we had revenues of 
$541,817 for Tsining JunJing I, $7,128,387 for Tsining-24G, and $525,993 for    
other projects. During the three month period ended March 31, 2007, we sold     
$3,775,070 of residential and commercial units of Tsining 24G to one customer,  
Hang Zhou Ye Feng Company, which was the largest customer in the first quarter  
of 2007. The revenue from Hang Zhou Ye Feng Company represents almost 46% of    
total revenues for the three months ended March 31, 2007.                       

Costs and Expenses                                                              

Our costs and expenses for the three months ended March 31, 2007 as 
compared to the three months ended March 31, 2006 were in line with the         
decreased revenue from the sale of properties.                                  

     The cost of properties sold for the three months ended March 31, 2007 was
$6,251,458, a decrease of $5,255,648 or 46% compared to $11,507,106 for the     
three months ended March 31, 2006. This is in line with the 52% decrease in     
revenues generated by the Company from the sale of properties during the same   
two periods.                                                                    

   Other expenses for the three months ended March 31, 2007 was $32,619, a
decrease of $39,795 or 55% compared to $72,414 for the three months ended March 
31, 2006.                                                                       

 Our selling, general and administrative expenses for the three months
ended March 31, 2007 was $498,097, a decrease of $125,143 or 20% compared to    
$623,240 for the three months ended March 31, 2006. Selling, general and        
administrative expenses reflects our overhead expenses such as office rent,     
management and staff salaries, general insurance, accounting and legal expenses.
We staff our sales department at fixed levels. As one project approaches the end
of the sales cycle, the sales staff is shifted to the next project.             

Interest Expense                                                                

     We incurred interest expense for the three months ended March 31, 2007 of
$207,876, an increase of $186,093 or 854% compared to $21,783 for the three     
months ended March 31, 2006. Capitalized interest for the three months ended    
March 31, 2007 was $323,227 compared to $684,866 for the three months ended     
March 31, 2006 . Interest expense increased in the first quarter of 2007        
compared to 2006 since most projects are completed in 2007 and interest incurred
was expensed rather than capitalized.                                           

Operating Income before Income Tax                                              

 We had operating income before income tax of $1,206,165 for the three
months ended March 31, 2007; a decrease of $3,566,115, compared to $4,772,280   
for the three months ended March 31, 2006.                                      

     We had one major customer, Hang Zhou Ye Feng Company, which accounted for
almost 46% of total revenues for the three months ended March 31, 2007, which we
sold the properties to Hang Zhou Ye Feng Company at a discount sales price. And,
for the three months ended March 31, 2007, we sold some parking lots, which the 
profit margin is lower than residential and commercial properties.              

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Net Income                                                                      

Our net income for the three months ended March 31, 2007 was $792,502, a        
decrease of $2,425,900 compared to $3,218,402 for the three months ended March  
31, 2006, which is a direct result of the decrease of revenues earned from the  
sale of properties.                                                             

TWELVE MONTHS ENDED DECEMBER 31, 2006 COMPARED TO TWELVE MONTHS ENDED DECEMBER  
31, 2005                                                                        

Revenue                                                                         

Our revenues for the year ended December 31, 2006 is $54,099,486, an
increase of $21,313,768, or 65.01%, from $32,785,718 for 2005. Sales of         
properties is $53,647,174 for the year ended December 31, 2006, an increase of  
$21,197,137, or 65.32%, from $32,450,037 for 2005; Other Income(Rental          
contribution) is $452,312 for the year ended December 31, 2006, an increase of  
$116,631, or 34.74%, from $335,681 for 2005.                                    

    For the year ended December 31, 2006, we had revenues of $39,670,186 for
Tsining JunjingYuan, $13,000,694 for Tsining-24G, $1,428,606 for other projects.
For the same periods last year, we had revenues of $10,598,504 for Tsining      
JunjingYuan, $16,505,770 for Tsining-Gangwan, $5,681,444 for other projects.    
There are several reasons for the rapid revenue increase. Firstly, we completed 
the construction of Junjing Yuan I in September 2006, and Tsining-24G in June   
2006. The total completed construction area covered 1,337,600 sq.ft, including  
532,981 sq.ft for Tsining-24G and 804,588 sq.ft for Junjing Yuan I, increased   
40% from the 957,637 sq.ft completed area in 2005. Secondly, in 2006 the total  
sold area reached 1,515,253 sq.ft, mainly consist of Tsining-24G and Junjing    
Yuan I., increase 62.1% from the 854,716 sq.ft sold area in 2005, mainly which  
consist of Junjing Yuan I and of Tsining-Gangwan. Thirdly, Tsining-24G has      
better location and more commercial area than other completed projects, the     
average sale price increased from $35.91 per sq.ft in 2005 to $38.55 per sq.ft  
in 2006, an annual price increase rate of 7.35%.                                

     We recognize revenue on the full accrual method of accounting when a sale
is consummated in accordance with our revenue recognition policies. As to       
December 31, 2006, according to the US GAAP, we had generated $4,240,324 of     
sales that did not meet our revenue recognition policies. We have entered into  
contracts with these customers regarding these sales and have received          
$1,863,008 as deposits against these sales which have been recorded as advances 
from customers on the accompanying balance sheet. We expect to recognize these  
sales in the 2007.                                                              

Costs and Expenses                                                              

The cost of properties sold consists of cost of land development,   
construction and interior design and decoration. The cost of properties sold for
the year ended December 31, 2006 was $36,749,683 mainly due to Junjing Yuan I   
and Tsining-24G, as compared to $21,236,598 in fiscal 2005 mainly due to Junjing
Yuan I and Gangwan. The increase in cost of sales is mainly attributed to more  
square feet completed in 2006. And also, Tsining-24G is service apartment and   
commercial project, with the unit cost of $49.54 per Sq.ft. that was higher than
residential projects.                                                           

Our selling, general and administrative expense for the year ended  
December 31, 2006 was $3,197,310, a decrease of $435,317, or 11.98%, from       
$3,632,627 for 2005. Selling, general and administrative expense reflects our   
overhead expenses such as office rent, management and staff salaries, general   
insurance, accounting and legal expenses.                                       

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Interest Expense                                                                

We incurred interest expense for the year ended December 31, 2006 of
$289,083, a decrease of $452,797, or 61%, from $741,880 for 2005. The main      
reason for the decrease was that capitalized interest in 2006 increased by      
$289,082 as compared to the prior year. The part of capitalized interest was    
reclassified from the "Interest Expense" to "Cost of properties sold" account.  

      For the year ended December 31, 2006, interest incurred by the Company was
$2,264,670 including capitalized interest for the same period of $1,975,588.    

Operating Income before Income Tax                                              

   We had operating income before income taxes of $13,562,252 for the year
ended December 31, 2006, an increase of $6,491,211, or 91.80%, from $7,071,041  
for 2005. The increase of the operating income before income taxes is mainly    
attributed by Tsining-24G projects, which has higher price margin. In addition, 
the total sales area of 2006 was higher than that of 2005.                      

Net Income                                                                      

  Our net income for the year ended December 31, 2006 was $9,050,810, an
increase of $4,313,213, or 91.04%, from $4,737,597 for 2005. The increase in net
income is attributable to increased sales and higher margin from Tsining-24G in 
fiscal 2006.                                                                    

LIQUIDITY AND CAPITAL RESOURCES                                                 

     Our principal demands for liquidity are for development of new properties
and future property acquisitions and general corporate purposes. As of March 31,
2007, we had total mortgage indebtedness of $22,626,329 with a weighted average 
interest rate of 0.725% per month, payable quarterly. Future scheduled          
maturities of mortgages payable are as follows: May 6, 2007-- $3,501,684; June  
27, 2007 -- $407,925; July 6, 2007 -- $2,680,653; August 7, 2007 -- $5,180,000; 
September 20, 2007 -- $508,935; December 31, 2007 -- $6,345,506. The mortgage   
debt is secured by assets of the Company.                                       

 As of March 31, 2007, we had $257,187 of cash and cash equivalents on
hand, a decrease of $122,446 compared to $379,633 of cash and cash equivalents  
on hand as of March 31, 2006.                                                   

   As of March 31, 2007 accounts payable was $5,550,820 and other payables
was $1,857,590. We increased properties under construction by $818,425.         
Receivables, deferred charges and other assets increased $154,668. Advances to  
suppliers increased by $4,753,433 during the three months ended March 31, 2007, 
most of it was the advance payment on Land related expenses for the JunJing II  
project. Accounts payable increased $226,005, other payables decreased $715,248,
and accrued expenses decreased $257,413, while advance from customers decreased 
$887,176.                                                                       

    Our operating activities provided cash of $508,609 during the three months
ended March 31, 2007. We used cash of $213,447 in investing activities during   
the three months ended March 31, 2007 primarily $108,838 for the Notes          
receivable funded. During the three months ended March 31, 2007. Cash used in   
financing activities was $421,473, the result of $1,457,813 payments on loans   
and $645,050 of loan proceeds made during the three months ended March 31, 2007 
and $391,290 of loan from employees.                                            

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We intend to meet our liquidity requirements, including capital     
expenditures related to the purchase of land for the development of our future  
projects, through cash flow provided by operations and additional funds raised  
by future possible cash investments. Upon acquiring land for future development,
we intend to raise funds to develop our projects by obtaining mortgage financing
from local banking institutions with which we have done business in the past. We
believe that our relationships with these banks are in good standing and that   
our real estate will secure the loans needed. We believe that adequate cash flow
will be available to fund our operations.                                       

   As part of our funding plan, on March 9, 2007, we entered into a Shares
Transfer Agreement with the shareholders of Xi'an New Land Development Co., Ltd.
("New Land"), pursuant to which we have acquired 32,000,000 shares of New Land, 
constituting 100% equity ownership of New Land. Xi'an New Land Development Co., 
LTD ("New Land") is now in cooperation with BaQiao District Government of Xi'an 
City in developing BaQiao Science & Technology Industrial Park, a provincial    
development zone in Shaan'xi Province. Now, this acquisition is in process, in  
the future, China Housing will take the first steps in the primary land market, 
and also have the right to develop and sell 487 acres of property which has been
targeted for new residential developments.                                      

The majority of the Company's revenues and expenses were denominated
primarily in Renminbi ("RMB"), the currency of the People's Republic of China.  
There is no assurance that exchange rates between the RMB and the U.S. Dollar   
will remain stable. The Company does not engage in currency hedging. Inflation  
has not had a material impact on the Company's business.                        

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EXECUTIVE COMPENSATION

          The following table sets forth all compensation paid in respect of
our Chief Executive Officer and those individuals who received compensation in  
excess of $100,000 per year (collectively, the "Named Executive Officers") for  
our last two completed fiscal years.                                            

SUMMARY COMPENSATION TABLE

                                                        [Enlarge/Download Table]


-------------------------  -----  -----------  -----  --------  --------  ----------  ------------  ---------  -------
                                                                          Non-Equity  Nonqualified                    
                                                                           Incentive    Deferred    All Other         
                                                                             Plan        Compen-      Other           
                                                        Stock    Option     Compen-      sation      Compen-          
Name and Principal                             Bonus   Awards    Awards     sation      Earnings      sation    Total 
     Position               Year   Salary ($)   ($)      ($)       ($)        ($)          ($)         ($)       ($)  
           (a)              (b)       (c)       (d)      (e)       (f)        (g)          (h)         (i)       (j)  
-------------------------  -----  -----------  -----  --------  --------  ----------  ------------  ---------  -------
                                                                                                                      
Lu Pingji, Chairman & CEO   2006    $17,136     N/A      N/A       N/A        N/A          N/A         N/A     $17,136
                            2005    $17,136     N/A      N/A       N/A        N/A          N/A         N/A     $17,136
-------------------------  -----  -----------  -----  --------  --------  ----------  ------------  ---------  -------
Xiao Genxiang,              2006    $14,051     N/A      N/A       N/A        N/A          N/A         N/A     $14,051
   Chief Administrative     2005    $14,051     N/A      N/A       N/A        N/A          N/A         N/A     $14,051
   Officer and Director                                                                                               
-------------------------  -----  -----------  -----  --------  --------  ----------  ------------  ---------  -------
Feng Xiaohong, Chief        2006    $15,596     N/A      N/A       N/A        N/A          N/A         N/A     $15,596
Operating Officer & Board   2005    $15,596     N/A      N/A       N/A        N/A          N/A         N/A     $15,596
Member                                                                                                                
-------------------------  -----  -----------  -----  --------  --------  ----------  ------------  ---------  -------
Wan Yulong, Chief           2006    $ 7,390     N/A      N/A       N/A        N/A          N/A         N/A     $ 7,390
Financial Officer           2005    $ 7,390     N/A      N/A       N/A        N/A          N/A         N/A     $ 7,390
-------------------------  -----  -----------  -----  --------  --------  ----------  ------------  ---------  -------
Shi Zhiyong, Vice           2006    $ 8,914     N/A      N/A       N/A        N/A          N/A         N/A     $ 8,914
President, Chief Legal      2005    $ 8,914     N/A      N/A       N/A        N/A          N/A         N/A     $ 8,914
Counsel and Board Member                                                                                              
-------------------------  -----  -----------  -----  --------  --------  ----------  ------------  ---------  -------

There has been no common stock authorized for issuance with respect to any      
equity compensation plan as of the fiscal year ended December 1, 2006. None of  
our executive officers received any stock options in the fiscal year ended      
December 31, 2006, nor did they exercise any such options in the same period.   

There are no current employment agreements between any individuals and us.      

 Director Compensation

--------------------------------------------------------------------------------
                          Fees Earned                           Non-Equity
                             or Paid in   Stock      Option     Incentive Plan
                               Cash      Awards     Awards      Compensation
  Name                     ($)         ($)        ($)            ($)
   (a)                     (b)         (c)        (d)            (e)
--------------------------------------------------------------------------------
Lu Pingji, Chairman & CEO        N/A        N/A         N/A           N/A       
--------------------------------------------------------------------------------
Xiao Genxiang,                   N/A        N/A         N/A           N/A       
Chief Administrative Officer                                                    
and Director                                                                    
--------------------------------------------------------------------------------
Feng Xiaohong, Chief Operating   N/A        N/A         N/A           N/A       
Officer & Board Member                                                          
--------------------------------------------------------------------------------
Shi Zhiyong, Vice President,     N/A        N/A         N/A           N/A       
Chief Legal Counsel and Board                                                   
Member                                                                          
--------------------------------------------------------------------------------

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PLAN OF DISTRIBUTION

  The selling stockholders and any of their respective pledgees, donees,
assignees and other successors-in-interest may, from time to time, sell any or  
all of their shares of common stock on any stock exchange, market or trading    
facility on which the shares are traded or in private transactions. These sales 
may be at fixed or negotiated prices. The selling stockholders may use any one  
or more of the following methods when selling shares:                           

 o     ordinary brokerage transactions and transactions in which h the
broker-dealer solicits the purchaser;                   

  o     block trades in which the broker-dealer will attempt to sell the
          shares as agent but may position and resell a portion of the block
as principal to facilitate the transaction;             

o     purchases by a broker-dealer as principal and resale by the   
broker-dealer for its account;                          

o     an exchange distribution in accordance with the rules of the  
applicable exchange;                                    

o     privately-negotiated transactions;                            

    o     short sales that are not violations of the laws and regulations of
any state or the United States;                         

  o     broker-dealers may agree with the selling stockholders to sell a
        specified number of such shares at a stipulated price per share;

o     through the writing of options on the shares;                 

o     a combination of any such methods of sale; and                

o     any other method permitted pursuant to applicable law.        

  The selling stockholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus. The selling    
stockholders shall have the sole and absolute discretion not to accept any      
purchase offer or make any sale of shares if they deem the purchase price to be 
unsatisfactory at any particular time.                                          

    The selling stockholders may also engage in short sales against the box,
puts and calls and other transactions in our securities or derivatives of our   
securities and may sell or deliver shares in connection with these trades.      

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      The selling stockholders or their respective pledgees, donees, transferees
or other successors in interest, may also sell the shares directly to market    
makers acting as principals and/or broker-dealers acting as agents for          
themselves or their customers. Such broker-dealers may receive compensation in  
the form of discounts, concessions or commissions from the selling stockholders 
and/or the purchasers of shares for whom such broker-dealers may act as agents  
or to whom they sell as principal or both, which compensation as to a particular
broker-dealer might be in excess of customary commissions. Market makers and    
block purchasers purchasing the shares will do so for their own account and at  
their own risk. It is possible that a selling stockholder will attempt to sell  
shares of common stock in block transactions to market makers or other          
purchasers at a price per share which may be below the then market price. The   
selling stockholders cannot assure that all or any of the shares offered in this
prospectus will be issued to, or sold by, the selling stockholders. The selling 
stockholders and any brokers, dealers or agents, upon effecting the sale of any 
of the shares offered in this prospectus, may be deemed to be "underwriters" as 
that term is defined under the Securities Act of 1933, as amended, or the       
Securities Exchange Act of 1934, as amended, or the rules and regulations under 
such acts. In such event, any commissions received by such broker-dealers or    
agents and any profit on the resale of the shares purchased by them may be      
deemed to be underwriting commissions or discounts under the Securities Act. We 
are required to pay all fees and expenses incident to the registration of the   
shares, including fees and disbursements of counsel to the selling stockholders,
but excluding brokerage commissions or underwriter discounts.                   

    The selling stockholders, alternatively, may sell all or any part of the
shares offered in this prospectus through an underwriter. No selling stockholder
has entered into any agreement with a prospective underwriter and there is no   
assurance that any such agreement will be entered into.                         

   The selling stockholders may pledge their shares to their brokers under
the margin provisions of customer agreements. If a selling stockholder defaults 
on a margin loan, the broker may, from time to time, offer and sell the pledged 
shares. The selling stockholders and any other persons participating in the sale
or distribution of the shares will be subject to applicable provisions of the   
Securities Exchange Act of 1934, as amended, and the rules and regulations under
such act, including, without limitation, Regulation M. These provisions may     
restrict certain activities of, and limit the timing of purchases and sales of  
any of the shares by, the selling stockholders or any other such person. In the 
event that the selling stockholders are deemed affiliated purchasers or         
distribution participants within the meaning of Regulation M, then the selling  
stockholders will not be permitted to engage in short sales of common stock.    
Furthermore, under Regulation M, persons engaged in a distribution of securities
are prohibited from simultaneously engaging in market making and certain other  
activities with respect to such securities for a specified period of time prior 
to the commencement of such distributions, subject to specified exceptions or   
exemptions. In regards to short sells, the selling stockholder can only cover   
its short position with the securities they receive from us upon conversion. In 
addition, if such short sale is deemed to be a stabilizing activity, then the   
selling stockholder will not be permitted to engage in a short sale of our      
common stock. All of these limitations may affect the marketability of the      
shares.                                                                         

      We have agreed to indemnify the selling stockholders, or their transferees
or assignees, against certain liabilities, including liabilities under the      
Securities Act of 1933, as amended, or to contribute to payments the selling    
stockholders or their respective pledgees, donees, transferees or other         
successors in interest, may be required to make in respect of such liabilities. 

If the selling stockholders notify us that they have a material     
arrangement with a broker-dealer for the resale of the common stock, then we    
would be required to amend the registration statement of which this prospectus  
is a part, and file a prospectus supplement to describe the agreements between  
the selling stockholders and the broker-dealer.                                 

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 PENNY STOCK

The Securities and Exchange Commission has adopted Rule 15g-9 which 
establishes the definition of a "penny stock," for the purposes relevant to us, 
as any equity security that has a market price of less than $5.00 per share or  
with an exercise price of less than $5.00 per share, subject to certain         
exceptions. For any transaction involving a penny stock, unless exempt, the     
rules require:                                                                  

     o     that a broker or dealer approve a person's account for transactions
in penny stocks; and                                    

    o     the broker or dealer receive from the investor a written agreement
          to the transaction, setting forth the identity and quantity of the
penny stock to be purchased.                            

    In order to approve a person's account for transactions in penny stocks,
the broker or dealer must                                                       

      o     obtain financial information and investment experience objectives of
the person; and                                         

o     make a reasonable determination that the transactions in penny
         stocks are suitable for that person and the person has sufficient
      knowledge and experience in financial matters to be capable of
evaluating the risks of transactions in penny stocks.   

 The broker or dealer must also deliver, prior to any transaction in a
penny stock, a disclosure schedule prescribed by the Commission relating to the 
penny stock market, which, in highlight form:                                   

o     sets forth the basis on which the broker or dealer made the   
suitability determination; and                          

     o     that the broker or dealer received a signed, written agreement from
the investor prior to the transaction.                  

Disclosure also has to be made about the risks of investing in penny
stocks in both public offerings and in secondary trading and about the          
commissions payable to both the broker-dealer and the registered representative,
current quotations for the securities and the rights and remedies available to  
an investor in cases of fraud in penny stock transactions. Finally, monthly     
statements have to be sent disclosing recent price information for the penny    
stock held in the account and information on the limited market in penny stocks.

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DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

EXECUTIVE OFFICERS AND DIRECTORS                                                

Below are the names and certain information regarding our executive 
officers and directors.                                                         

Name            Age   Position                                                  
-------------   ---   --------                                                  
Lu Pingji       56    Chairman of the Board and Chief Executive Officer         
Xiao Genxiang   44    Chief Administrative Officer and Director                 
Feng Xiaohong   42    Chief Operating Officer and Director                      
Wan Yulong      44    Chief Financial Officer                                   
Shi Zhiyong     46    Vice President, Chief Legal Counsel and Director          

     Officers are elected annually by the Board of Directors, at the Company's
annual meeting, to hold such office until an officer's successor has been duly  
appointed and qualified, unless an officer sooner dies, resigns or is removed by
the Board.                                                                      

BACKGROUND OF EXECUTIVE OFFICERS AND DIRECTORS                                  

Lu Pingji, Chairman & CEO                                                       

   Mr. Lu Pingji, 56, has served as the Chairman of the Board of Directors
since joining the Company in September 1999. In addition, Mr. Lu was the founder
of Lanbo Financial Investment Company Group Limited, where he was the Chairman  
of the Board and Chief Executive Officer from its formation in September 2003   
until it's merger with Lanbo Financial Group, Inc., when Mr. Lu served as the   
Chairman of the Board and Chief Executive Officer of Lanbo Financial Group, Inc.
until December 2005. Prior to that Mr. Lu was the Chairman of the Board and     
Chief Executive Officer of Xian Newstar Real Estate Development Co., Ltd. from  
1998 and previously served as General Manager from 1992. From February 1968 to  
December 1999, Mr. Lu held various positions in the Chinese military, including 
soldier, Director of Barrack Administration, supervisor, and Senior Colonel. Mr.
Lu is member of the Enterprise Credit Association of Shaanxi Province. Mr. Lu   
graduated from Xi'an Army College with a major in architectural engineering.    

Xiao Genxiang, Chief Administrative Officer & Director                          

   Mr. Xiao Genxiang, 44, the Chief Administrative Officer of the Company,
joined the company and became CAO and Board Member in September 1999. In        
addition, Mr. Xiao was a director and Executive Vice President of Lanbo         
Financial Investment Company Group Limited from October 2003 until its merger   
with Lanbo Financial Group, Inc., when Mr. Xiao served as the Executive Vice    
President, Chief Operating Officer and a director of Lanbo Financial Group, Inc.
until December 2005. Prior to that Mr. Xiao was a director and President of Xian
Newstar Real Estate Development Co., Ltd. from 1999. Mr. Xiao received an M.B.A 
from Xi'an Jiaotong University in 2001.                                         

Feng Xiaohong, Chief Operating Officer & Board Member                           

    Mr. Feng Xiaohong, 42, has been Chief Operating Officer and a Board Member
of the Company since joining in January 2003. In addition, Mr. Xiao Feng was a  
director of Lanbo Financial Group, Inc. from November 2004 until December 2005. 
Previously Mr. Feng served as President and a director of Xian Newstar Real     
Estate Development Co., Ltd. from 2003. From June 1996 to December 2002, Mr.    
Feng was general manager and president of Xi'an Honghua Industry, Inc. He is a  
member of the China Architecture Association, vice-president of Shaanxi Province
Real Estate Association, and vice director of Xi'an Decoration Association.     
Mr.Feng received an M.S. of Architecture Science from Xi'an Architecture &      
Technology University in 1990.                                                  

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Mr. Wan Yulong, Chief Financial Officer                                         

     Mr. Wan Yulong, 44, has been Chief Financial Officer of the Company since
joining in June 2003. In addition, Mr. Wan was the Chief Financial Officer of   
Lanbo Financial Investment Company Group Limited from October 2003 until its    
merger with Lanbo Financial Group, Inc., when Mr. Wan served as the Chief       
Financial Officer of Lanbo Financial Group, Inc. until December 2005. From July 
1999 to May 2003, Mr. Wan was CFO of Xi'an Royal Hotel. From September 1996 to  
July 1999, Mr. Wan was working for Xi'an Huadi Accountant Office. From January  
1993 to September 1995, Mr. Wan was director of finance and vice president of   
Xi'an Minerals Development Company. From August 1984 to December 1993, Mr. Wan  
was the Financial Director of Northwest Geological Company of National          
Architecture-Material Bureau. Mr. Wan is a CPA, and director of the Accountant  
Association of Shaanxi Foreign Investment Corporations. Mr. Wan received an     
M.B.A from Xi'an Jiaotong University in 2000.                                   

Mr. Shi Zhiyong, Vice President, Chief Legal Counsel and Board Member           

      Mr. Shi Zhiyong, 46, joined the Company and became Chief Legal Counsel and
board member in March 2004. From December 1985 to February 2004, Mr. Shi was    
vice professor of Shaanxi Politico-Legality Management Cadre Institute. Mr. Shi 
is a certificated registered attorney.                                          

We currently do not have independent directors on our board.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 AND RELATED STOCKHOLDER MATTERS

    The following table sets forth certain information, as of June 22, 2007,
with respect to the beneficial ownership of the outstanding common stock by (i) 
any holder of more than five (5%) percent; (ii) each of the Company's executive 
officers and directors; and (iii) the Company's directors and executive officers
as a group. Except as otherwise indicated, each of the stockholders listed below
has sole voting and investment power over the shares beneficially owned.        

                        Common Stock           Percentage of
Name of Beneficial Owner (1)  Beneficially Owned (2)  Common Stock (2)          
--------------------------   ----------------------   ----------------          
Lu Pingji                              3,539,500                11.80%          
Wang Yulong                               32,000                 0.11%          
Xiao Genxiang                            465,000                 1.55%          
Feng Xiaohong                            600,000                 2.00%          
Shi Zhiyong                              120,000                 0.40%          
                             ---------                ------
All officers and directors as a        4,756,500                15.85%          
group (5 persons)                                                           

(1) Except as otherwise indicated, the address of each beneficial owner is c/o  
Xian Tsining Housing Development CO., Ltd., 6 Youyi Dong Lu, Han Yuan 4 Lou,    
Xi'An, Shaanxi Province, China 710054.                                          

(2) Applicable percentage ownership is based on 30,067,208 shares of common     
stock outstanding as of June 22, 2007, together with securities exercisable or  
convertible into shares of common stock within 60 days of June 22, 2007 for each
stockholder. Beneficial ownership is determined in accordance with the rules of 
the Securities and Exchange Commission and generally includes voting or         
investment power with respect to securities. Shares of common stock that are    
currently exercisable or exercisable within 60 days of June 22, 2007 are deemed 
to be beneficially owned by the person holding such securities for the purpose  
of computing the percentage of ownership of such person, but are not treated as 
outstanding for the purpose of computing the percentage ownership of any other  
person.                                                                         

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 DESCRIPTION OF SECURITIES

 Our authorized capital stock consists of 100,000,000 shares of common
stock at a par value of $0.001 per share. As of June 22, 2007, there were       
30,067,208 shares of our common stock issued and outstanding.                   

      Holders of our common stock are entitled to one vote for each share on all
matters submitted to a stockholder vote. Holders of common stock do not have    
cumulative voting rights. Therefore, holders of a majority of the shares of     
common stock voting for the election of directors can elect all of the          
directors. Holders of our common stock representing a majority of the voting    
power of our capital stock issued, outstanding and entitled to vote, represented
in person or by proxy, are necessary to constitute a quorum at any meeting of   
stockholders. A vote by the holders of a majority of our outstanding shares is  
required to effectuate certain fundamental corporate changes such as            
liquidation, merger or an amendment to the Company's articles of incorporation. 

   Holders of our common stock are entitled to share in all dividends that
the board of directors, in its discretion, declares from legally available      
funds. In the event of a liquidation, dissolution or winding up, each           
outstanding share entitles its holder to participate pro rata in all assets that
remain after payment of liabilities and after providing for each class of stock,
if any, having preference over the common stock. Our common stock has no        
pre-emptive rights, no conversion rights and there are no redemption provisions 
applicable to our common stock.                                                 

LEGAL PROCEEDINGS 

   From time to time, we may become involved in various lawsuits and legal
proceedings, which arise in the ordinary course of business. However, litigation
is subject to inherent uncertainties, and an adverse result in these or other   
matters may arise from time to time that may harm business. Except as disclosed 
below, we are currently not aware of any such legal proceedings or claims that  
will have, individually or in the aggregate, a material adverse affect on       
business, financial condition or operating results.                             

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We currently don't have any related transactions.                   

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MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

    Our common stock was listed on the Over-the-Counter Bulletin Board under
the symbol "PNWP" and on May 5, 2006 our symbol was changed to "CHLN.OB".       
Historically the shares have traded very infrequently and actual price          
information is not readily available.                                           

As of June 22, 2007, there were approximately 195 holders of record 
of our common stock.                                                            

 DIVIDENDS

     We have never declared or paid any cash dividends on its common stock. We
currently intend to retain future earnings, if any, to finance the expansion of 
its business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.                                                             

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES

   Our directors and executive officers are indemnified as provided by the
Nevada Revised Statutes and our Bylaws. These provisions state that our         
directors may cause us to indemnify a director or former director against all   
costs, charges and expenses, including an amount paid to settle an action or    
satisfy a judgment, actually and reasonably incurred by him as a result of him  
acting as a director. The indemnification of costs can include an amount paid to
settle an action or satisfy a judgment. Such indemnification is at the          
discretion of our board of directors and is subject to the Securities and       
Exchange Commission's policy regarding indemnification.                         

   Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling us   
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission, such indemnification is  
against public policy as expressed in the Act and is, therefore, unenforceable. 

 LEGAL MATTERS

     Dennis Brovarone, Esq. will issue an opinion with respect to the validity
of the shares of common stock being offered hereby.                             

 INTEREST OF NAMED EXPERTS AND COUNSEL

         Our financial statements as of December 31, 2006 and 2005 and the
related consolidated statements of operations, stockholders' equity and cash    
flows for the period of December 31, 2006 and 2005, appearing in this prospectus
and registration statement have been audited by Moore Stephens Wurth Frazer and 
Torbet, LLP and Kabani & Company, Inc., independent registered public           
accountants, as set forth on their report thereon appearing elsewhere in this   
prospectus, and are included in reliance upon such report given upon the        
authority of such firm as experts in accounting and auditing.                   

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 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

 Effective on December 29, 2006, Kabani & Company, Inc, ("Kabani") was
dismissed as the independent accountant engaged to audit the financial          
statements of the Company.                                                      

Kabani reported on the Company's operating subsidiary Xi'an Tsining 
Housing Development Co., Ltd.'s financial statements for the years ended        
December 31, 2005 and 2004. Kabani's opinion did not contain an adverse opinion 
or a disclaimer of opinion, and was not qualified as to uncertainty, audit      
scope, or accounting principles. Kabani also reviewed the Company's financial   
statements for the three months ended March 31, 2006, the three and six months  
ended June 30, 2006 and June 30, 2005, and for the three and nine months ended  
September 20, 2006 and September 30, 2005.                                      

      During the Company's most recent full fiscal years ended December 31, 2005
and 2004, there were no disagreements with Kabani on any matters of accounting  
principles or practices, financial statement disclosure, or auditing scope or   
procedures, which disagreements, if not resolved to the satisfaction of Kabani, 
would have caused them to make reference to the subject matter of such          
disagreements in connection with their reports; and there were no reportable    
events, as listed in Item 304(a)(1)(v) of Regulation S-K.                       

 Effective on December 29, 2006 the Company has engaged Moore Stephens
Wurth Frazer and Torbet. LLP, Certified Public Accountant and Consultants ("More
Stephens") with address at 1199 South Fairway Drive, Suite 200 Walnut,          
California 91789, as the new principal accountant to audit its financial        
statements. The decision to engage Moore Stephens was approved by the Company's 
Board of Directors.                                                             

   During the fiscal years ended December 31, 2005, 2004 and 2003 and from
December 31, 2005 through the engagement of Moore Stephens as the Company's     
independent accountant, neither the Company nor anyone on its behalf has        
consulted Moore Stephens with respect to any accounting or auditing issues      
involving the Company. In particular, there was no discussion with Moore        
Stephens regarding the application of accounting principles to a specified      
transaction, the type of audit opinion that might be rendered on the Company's  
financial statements.                                                           

 AVAILABLE INFORMATION

We have filed with the SEC a registration statement on Form SB-2 to 
register the securities offered by this prospectus. For future information about
us and the securities offered under this prospectus, you may refer to the       
registration statement and to the exhibits filed as a part of the registration  
statement.                                                                      

In addition, after the effective date of this prospectus, we will be
required to file annual, quarterly, and current reports, or other information   
with the SEC as provided by the Securities Exchange Act. You may read and copy  
any reports, statements or other information we file at the SEC's public        
reference facility maintained by the SEC at 100 F Street, N.E., Washington, D.C.
20549. You can request copies of these documents, upon payment of a duplicating 
fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further   
information on the operation of the public reference room. Our SEC filings are  
also available to the public through the SEC Internet site at http\\www.sec.gov.

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 INDEX TO FINANCIAL STATEMENTS

Audited Financial Statements for the Years ended December 31, 2006 and 2005     

                                                                [Download Table]
                                                                                    
Report of Independent Registered Public Accounting Firm                          F-2

Consolidated Balance Sheet as of December 31, 2006                               F-4

Consolidated Statements of Income and Other Comprehensive Income for the Years      
Ended December 31, 2006 and 2005                                                 F-5

Consolidated Statements of Shareholders' Equity for the Years Ended                 
December 31, 2006 and 2005                                                       F-6

Consolidated Statements of Cash Flows for the Years Ended December 31, 2006         
and 2005                                                                         F-7

Notes to Consolidated Financial Statements                                       F-8

Unaudited Financial Statements for the Three Month Periods ended March 31, 2007     
and 2006.                                                                           

Consolidated Balance Sheet as of March 31, 2007 (unaudited)                      I-1

Consolidated Statements of Income and Other Comprehensive Income for the three      
and three months ended March 31, 2007 and 2006 (unaudited)                       I-2

Consolidated Statements of Cash Flows for the three months ended March 31, 2007     
and 2006 (unaudited)                                                             I-3

Notes to Consolidated Financial Statements (unaudited)                           I-4

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                         

To the Board of Directors and Stockholders of                                   
China Housing & Land Development Inc.                                           

We have audited the accompanying consolidated balance sheet of China Housing &  
Land Development Inc. and subsidiary as of December 31, 2006, and the related   
consolidated statements of income and other comprehensive income, shareholders' 
equity, and cash flows for the year then ended. These consolidated financial    
statements are the responsibility of the company's management. Our              
responsibility is to express an opinion on these financial statements based on  
our audit. Our responsibility is to express an opinion on these consolidated    
financial statements based on our audit. The consolidated financial statements  
of China Housing & Land Development Inc. and subsidiary as of December 31, 2005 
in the accompanying consolidated financial statements were audited by other     
auditors whose report dated February 23, 2006 expressed an unqualified opinion  
on those statements.                                                            

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

In our opinion, the consolidated financial statements referred to above present 
fairly, in all material respects, the financial position of China Housing & Land
Development Inc and subsidiary as of December 31, 2006, and the results of its  
operations and its cash flows for each of the years then ended December 31, 2006
in conformity with accounting principles generally accepted in the United States
of America.                                                                     

/s/ Moore Stephens Wurth Frazer and Torbet, LLP                                 
-----------------------------------------------                                 

Walnut, California                                                              
March 26, 2007                                                                  

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 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors                                      
Xi'an Tsining Housing Development Co., Ltd.                                     

We have audited the accompanying statements of income, stockholders' equity and 
cash flows of Xi'an Tsining Housing Development Co., Ltd. (the "Company"), a    
wholly owned subsidiary of China Housing and Land Development, Inc. for the year
ended December 31, 2005. These financial statements are the responsibility of   
the Company's management. Our responsibility is to express an opinion on these  
financial statements based on our audit.                                        

We conducted our audit of these statements in accordance with the standards of  
the Public Company Accounting Oversight Board (United States). Those standards  
require that we plan and perform the audit to obtain reasonable assurance about 
whether the financial statements are free of material misstatement. An audit    
includes examining, on a test basis, evidence supporting the amounts and        
disclosures in the financial statements. An audit also includes assessing the   
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our 
audit provide a reasonable basis for our opinion.                               

In our opinion, the financial statements referred to above present fairly, in   
all material respects, the results of the operations and cash flows of Xi'an    
Tsining Housing Development Co., Ltd. for the year ended December 31, 2005, in  
conformity with accounting principles generally accepted in the United States of
America.                                                                        

/s/ Kabani & Company, Inc.                                                      
--------------------------                                                      

CERTIFIED PUBLIC ACCOUNTANTS                                                    

Los Angeles, California                                                         
February 23, 2006                                                               

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                                                        [Enlarge/Download Table]


              CHINA HOUSING & LAND DEVELOPMENT INC. AND SUBSIDIARY                             

                           CONSOLIDATED BALANCE SHEET                                          
                             AS OF DECEMBER 31, 2006                                           

                                                                                               
ASSETS                                                                                         
    Cash                                                                          $    379,633 
    Cash - restricted                                                                1,108,271 
    Accounts receivable, net of allowance for doubtful                                         
      accounts of $79,118                                                            3,070,516 
    Notes receivable, net                                                            2,127,271 
    Inventories                                                                                
      Finished projects                                             $ 37,247,436               
      Construction in progress                                         9,730,650               
                                                                    ------------               
         Total real estate held for development or sale                             46,978,086 
    Property and equipment, net                                                     17,701,896 
    Advance to suppliers                                                               493,570 
    Receivables, deferred charge and other assets                                      986,039 
                                                                                  ------------ 
         Total assets                                                             $ 72,845,282 
                                                                                  ============ 

LIABILITIES                                                                                    
    Accounts payable                                                              $  5,324,815 
    Advances from customers                                                          2,902,426 
    Accrued expenses                                                                 1,738,584 
    Payable to original shareholders                                                 5,462,798 
    Income and other taxes payable                                                  11,386,169 
    Other payables                                                                   2,572,838 
    Loans from employees                                                             1,037,842 
    Loans payables                                                                  23,206,852 
                                                                                  ------------ 

      Total liabilities                                                             53,632,324 
                                                                                  ------------ 

SHAREHOLDERS' EQUITY                                                                           
    Common stock: $.001 par value, authorized 100,000,000 shares                        20,619 
      issued and outstanding 20,619,223                                                        
    Additional paid in capital                                                       7,192,600 
    Statutory reserves                                                               2,150,138 
    Retained earnings                                                               14,414,181 
    Capital contribution receivable                                                 (5,462,798)
    Accumulated other comprehensive income                                             898,218 
                                                                                  ------------ 

      Total shareholders' equity                                                    19,212,958 
                                                                                  ------------ 

         Total liabilities and shareholders' equity                               $ 72,845,282 
                                                                                  ============ 


The accompanying notes are an integral part of this statement.                  
See report of independent registered public accounting firm.                    

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CHINA HOUSING & LAND DEVELOPMENT INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005

                                                       2006         2005
                                                       -----------   -----------
REVENUE                                                                         
       Sale of properties                              $53,647,174   $32,450,037
       Other income                                        452,312       335,681
                                                       -----------   -----------
            Total revenue                               54,099,486    32,785,718
                                                       -----------   -----------

COSTS AND EXPENSES                                                              
       Cost of properties sold                          36,749,683    21,236,598
       Selling, general and administrative expenses      3,197,310     3,632,627
       Other expense                                       301,158       103,572
       Interest expense                                    289,083       741,880
                                                       -----------   -----------
            Total costs and expense                     40,537,234    25,714,677
                                                       -----------   -----------

INCOME BEFORE PROVISION FOR INCOME TAXES                13,562,252     7,071,041

PROVISION FOR INCOME TAXES                               4,511,442     2,333,444
                                                       -----------   -----------

NET INCOME                                               9,050,810     4,737,597

GAIN ON FOREIGN EXCHANGE                                   655,435       242,783
                                                       -----------   -----------

OTHER COMPREHENSIVE INCOME                             $ 9,706,245   $ 4,980,380
                                                       ===========   ===========

WEIGHTED AVERAGE SHARES OUTSTANDING                                             
    BASIC AND DILUTED                                   20,277,615    20,000,000
                                                       ===========   ===========

EARNINGS PER SHARE                                                              
    BASIC AND DILUTED                                  $      0.45   $      0.24
                                                       ===========   ===========

The accompanying notes are an integral part of this statement.                  
See report of independent registered public accounting firm.                    

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              CHINA HOUSING & LAND DEVELOPMENT INC. AND SUBSIDIARY                                                                 

                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY                                                                   
                   FOR THE YEARS ENDED DECEMBER 2006 AND 2005                                                                      

                                                                                             Owner         Other                   
                              Common Stock        Paid in      Statutory       Retained   contribution  comprehensive              
                                                  capital       reserves       earnings    receivable   income (loss)    Totals    
                        ----------------------  -----------   -----------   ------------  ------------   ----------  ------------- 
                                                                                                                                   
BALANCE, December 31,   20,000,000     20,000     5,442,798   $   523,538   $  2,252,373  $          -   $       -   $   8,238,709 
2004                                                                                                                               
                                                                                                                               -   
  Net Income                                                                  4,737,598                                 4,737,598  
  Adjustment to                                                                                                                    
   statutory reserve                                              710,640       (710,640)                                        - 
  Foreign currency                                                                                                                 
   translation                                                                                                                     
   adjustment                                                                                               242,783        242,783 
                        ----------  ----------  -----------   -----------  -------------  ------------   ----------  ------------- 
BALANCE, December 31,   20,000,000   $ 20,000  $  5,442,798   $ 1,234,178  $   6,279,331  $         -   $  242,783 $   13,219,090  
2005                                                                                                                               

                                                                                                                               -   
  Common stock issued                                                                                                              
   for cash at $3.25       619,223        619     1,749,802                                                              1,750,421 
  Net Income                                                                   9,050,810                                 9,050,810 
  Adjustment to statutory                                                                                                          
   reserve                                                        915,960       (915,960)                                        - 
  Capital contribution                                                                                                             
   receivable                                                                               (5,462,798)                 (5,462,798)
  Foreign currency                                                                                                                 
   translation                                                                                                                     
   adjustment                                                                                               655,435        655,435 
                        ----------  ----------  -----------   -----------  -------------  ------------   ----------  ------------- 
BALANCE, December 31,                                                                                                              
2006                    20,619,223  $  20,619   $ 7,192,600   $ 2,150,138  $  14,414,180  $ (5,462,798)  $  898,218  $  19,212,958 
                        ==========  ==========  ===========   ===========  =============  ============   ==========  ============= 

The accompanying notes are an integral part of this statement.                  
See report of independent registered public accounting firm.                    

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              CHINA HOUSING & LAND DEVELOPMENT INC. AND SUBSIDIARY                          

                      CONSOLIDATED STATEMENTS OF CASH FLOWS                                 
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005                             

                                                                     2006           2005    
                                                                ------------   ------------ 
CASH FLOWS FROM OPERATING ACTIVITIES:                                                       
                                                                                            
    Net income                                                  $  9,050,810   $  4,737,597 
    Adjustments to reconcile net income to cash                                             
      provided by (used in) operating activities:                                           
        Allowance for bad debt                                       509,435         82,371 
        Depreciation                                                 354,444        124,404 
        Gain on disposal of fixed assets and inventory              (149,830)            -- 
        Loss on investment                                                --          6,597 
      (Increase) decrease in assets:                                                        
        Accounts receivable                                         (431,805)            -- 
        Real estate                                                3,640,231     (2,613,747)
        Advance to suppliers                                      11,930,759     (6,672,673)
        Other receivable and deferred charge                      (1,118,155)    (1,248,884)
      Increase (decrease) in liabilities:                                                   
        Accounts payable                                           2,716,495     (1,737,640)
        Advances from customers                                  (28,428,381)     3,913,777 
        Accrued expense                                            1,625,843      2,596,303 
        Other payable                                               (266,309)      (123,000)
        Income and other taxes payable                             6,909,809     (2,242,998)
                                                                ------------   ------------ 
          Net cash provided by (used in) operating activities      6,343,346     (3,177,893)
                                                                ------------   ------------ 

CASH FLOWS FROM INVESTING ACTIVITIES:                                                       
    Change in restricted cash                                        591,312      1,586,420 
    Proceed from sale of long term investment                             --        492,000 
    Purchase of buildings, equipment and automobiles             (13,269,773)    (2,834,214)
    Proceed from sale of fixed assets                                243,616             -- 
    Notes receivable funded                                       (2,246,025)            -- 
                                                                ------------   ------------ 
          Net cash used in investing activities                  (14,680,870)      (755,794)
                                                                ------------   ------------ 

CASH FLOWS FROM FINANCING ACTIVITIES:                                                       
    Loan proceeds                                                 13,835,303     14,760,000 
    Payments on loans                                             (7,905,887)   (10,824,000)
    Loans from employees                                           1,016,551             -- 
    Proceeds from issuance of common stock                         1,750,421             -- 
                                                                ------------   ------------ 
          Net cash provided by financing activities                8,696,388      3,936,000 
                                                                ------------   ------------ 

INCREASE IN CASH                                                     358,864          2,313 

EFFECTS ON FOREIGN CURRENCY EXCHANGE                                  (9,976)           706 

CASH, beginning of year                                               30,745         27,726 
                                                                ------------   ------------ 

CASH, end of year                                               $    379,633   $     30,745 
                                                                ============   ============ 

Supplemental disclosure of cash flow information:                                           
    Cash paid for interest expense                              $  2,147,800   $    170,928 
                                                                ============   ============ 
    Cash paid for income taxes                                  $         --   $  2,476,096 
                                                                ============   ============ 

The accompanying notes are an integral part of this statement.                  
See report of independent registered public accounting firm.                    

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CHINA HOUSING & LAND DEVELOPMENT INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER 31, 2006

Note 1 - Organization and Basis of Presentation                                 

Organization                                                                    
------------                                                                    

China Housing & Land Development, Inc (the "Company") is a Navada corporation,  
incorporated on July 6, 2004 under the name Pacific Northwest Productions Inc.  
On May 6, 2006, the Company changed its name to China Housing & Land Development
Inc. The Company, through its subsidiary Xian Tsining Housing Development       
Company Inc. (XTHDC), is engaged in acquisition, development, management, and   
sale of commercial and residential real estate properties located primarily in  
Xi'an city, the People's Republic of China (PRC).                               

XTHDC was established during May 1992 as a state-owned enterprise, whose former 
name is Xian New Star Group Real Estate Development Co. Ltd, and was formerly   
the logistics department of Lan Zhou Military area of the People's Liberation   
Army of China. The Company was reorganized as a limited liability company with  
equity capital invested by management personnel in September 1999. The Company  
is a Chinese registered limited liability company with a legal structure similar
to a regular corporation and a limited liability company. The Articles of       
Association provide for a 54 year term beginning September 7, 1999 with         
registered capital of approximately $3,140,000 (RMB26,000,000). On March 28,    
2002, the registered capital of Tsining was increased to approximately          
$6,050,000 (RMB50,000,000).                                                     

On April 21, 2006, XTHDC entered into and closed a share purchase agreement with
Pacific Northwest Productions, Inc. ("Pacific"), a public shell in the United   
States of America incorporated in the state of Nevada. Pursuant to the purchase 
agreement, Pacific acquired all of the issued and outstanding capital stock of  
XTHDC in exchange for 16,000,000 (post-split) shares of Pacific's common stock. 

Concurrently with the closing of the purchase agreement and as a condition      
thereof, Pacific entered into an agreement with Deljit Bains and Davinder Bains,
its executive officers, pursuant to which they each returned 4,000,000          
(post-split) shares (8,000,000 shares in total) of Pacific common stock to      
Pacific for cancellation. They were not compensated in any way for the          
cancellation of their shares of Pacific common stock. Upon completion of the    
foregoing transactions, Pacific had an aggregate of 20,000,000 shares of common 
stock issued and outstanding.                                                   

As a result of the merger, XTHDC's stockholders own approximately 80% of the    
combined company and the directors and executive officers of XTHDC became the   
directors and executive officers of Pacific. Accordingly, the transaction has   
been accounted for as a reverse acquisition of Pacific by XTHDC resulting in a  
recapitalization of XTHDC rather than as a business combination. XTHDC is deemed
to be the purchaser and surviving company for accounting purposes. Accordingly, 
its assets and liabilities are included in the balance sheet at their historical
book values and the results of operations of XTHDC have been presented for the  
comparative prior period.                                                       

See report of independent registered public accounting firm                     

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CHINA HOUSING & LAND DEVELOPMENT INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER 31, 2006

In addition, May 5, 2006, Pacific changed it name to China Housing & Land       
Development, Inc. (hereafter referred to as the "Company") and the stockholders 
approved a stock dividend of seven shares for each share held, which has been   
accounted for as an eight to one forward stock split. All shares and per share  
data have been restated retrospectively.                                        

Note 2 - Summary of Significant Accounting Policies                             

Principles of Consolidation and Basis of Presentation                           
-----------------------------------------------------                           

The accompanying consolidated financial statements include the accounts of China
Housing & Land Development, Inc. and its wholly owned subsidiary, XTHDC. All    
inter-company accounts and transactions have been eliminated in consolidation.  
The accompanying consolidated financial statements have been prepared in        
conformity with accounting principles generally accepted in the United States of
America.                                                                        

Use of estimates                                                                
----------------                                                                

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

Foreign Currency Translation                                                    
----------------------------                                                    

As of December 31, 2006, the accounts of the Company are maintained in their    
functional currency the Chinese Yuan Renminbi (RMB). The reporting currency for 
the consolidated financial statements is the United States Dollars (USD) in     
accordance with Statement of Financial Accounts Standards ("SFAS") No. 52,      
"Foreign Currency Translation," with the RMB as the functional currency.        
According to SFAS No. 52, all assets and liabilities were translated at the     
exchange rate on the balance sheet date, stockholder's equity are translated at 
the historical rates and statement of operations and cash flows are translated  
at the weighted average exchange rate for the year. The resulting translation   
adjustments are reported under other comprehensive income in accordance with    
SFAS No. 130, "Reporting Comprehensive Income."                                 

Revenue recognition                                                             
-------------------                                                             

Real estate sales are reported in accordance with the provisions of Statement of
Financial Accounting Standard No. 66, "Accounting for Sales of Real Estate".    
Profit from the sales of development properties, less 5% business tax, is       
recognized by the full accrual method when the sale is consummated. A sale is   
not considered consummated until (1) the parties are bound by the terms of a    
contract, (2) all consideration has been exchanged, (3) any permanent financing 
of which the seller is responsible has been arranged, (4) all conditions        
precedent to closing have been performed, (5) the seller does not have          
substantial continuing involvement with the property, and (6) the usual risks   
and rewards of ownership have been transferred to the buyer.                    
Sales transactions not meeting all the conditions of the full accrual method are
accounted for using the deposit method of accounting. Under the deposit method, 
all costs are capitalized as incurred, and payments received from the buyer are 
recorded as a deposit liability. Real estate rental income, less 5% business    
tax, is recognized on the straight-line basis over the terms of the tenancy     
agreements.                                                                     

See report of independent registered public accounting firm                     

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CHINA HOUSING & LAND DEVELOPMENT INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER 31, 2006

For Company financed sales, the Company is recognizing sales based on the full  
accrual method provided that the buyer's initial and continuing investment is   
adequate according to SFAS No. 66. Initial investment is buyer's down-payment   
less the loan amount provided by the Company. Interest on these loans are       
amortized over the terms of the loans.                                          

Real estate capitalization and cost allocation                                  
----------------------------------------------                                  

Residential properties completed or under construction are stated at cost or    
estimated net realizable value, whichever is lower. Costs include land and land 
improvements, direct construction costs and development costs, including        
predevelopment costs, interest on indebtedness, real estate taxes, insurance,   
construction overhead and indirect project costs. Selling and advertising costs 
are expensed as incurred. Total estimated costs of multi-unit developments are  
allocated to individual units based upon specific identification methods.       

Land and improvement costs include land, land improvements, interest on         
indebtedness and real estate taxes. Appropriate costs are allocated to projects 
on the basis of acreage, dwelling units and relative sales value. Land held for 
development and improvements are stated at cost or estimated net realizable     
value, whichever is lower.                                                      

Land and land improvements applicable to condominiums, town homes and           
single-family homes, are transferred to construction in progress when           
construction commences.                                                         

Capitalization of interest                                                      
--------------------------                                                      

Interest incurred during construction is capitalized into construction in       
progress. All other interest is expensed as incurred.                           

For the year ended December 31, 2006, interest incurred by the Company was      
$2,245,021 and capitalized interest for the same period was $1,975,588.         

Concentrations                                                                  
--------------                                                                  

The Company sells residential and commercial units to residents and small       
business owners. The Company has no major customer that is accounted for more   
than 5% of the Company's sales for the year ended December 31, 2006.            

The Company is dependent on third-party sub-contractors, manufacturers, and     
distributors for all of construction services and supply of construction        
materials. Construction services or products purchased from the Company's five  
largest subcontractors/suppliers accounted for 41% for the year ended December  
31, 2006.                                                                       

See report of independent registered public accounting firm                     

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CHINA HOUSING & LAND DEVELOPMENT INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER 31, 2006

Accounts payables to these subcontractors/suppliers amounted to $2,070,834 at   
December 31, 2006.                                                              

The Company's operations are carried out in the People's Republic of China.     
Accordingly, the Company's business, financial condition and results of         
operations may be influenced by the political, economic and legal environments  
in the People's Republic of China, by the general state of the People's Republic
of China's economy. The Company's business may be influenced by changes in      
governmental policies with respect to laws and regulations, anti-inflationary   
measures, currency conversion and remittance abroad, and rates and methods of   
taxation, among other things.                                                   

Cash and concentration of risk                                                  
------------------------------                                                  

Cash includes cash on hand and demand deposits in accounts maintained with      
state-owned banks within the PRC. Total cash in state-owned banks at December   
31, 2006 amounted to $353,762, of which no deposits are covered by insurance.   
The Company has not experienced any losses in such accounts and believes it is  
not exposed to any risks on its cash in bank accounts.                          

Restricted cash                                                                 
---------------                                                                 

The bank grants mortgage loans to home purchasers and will credit these amounts 
to the Company's bank account once title passes. If the houses are not completed
and the new home owners have no ownership documents to secure the loan, the bank
will deduct 10% of the home owner's loan from the Company's bank account and    
transfer that amount to a designated bank account classified on the balance     
sheet as restricted cash. Interest earned on the restricted cash is credited to 
the Company's normal bank account. The bank will release the restricted cash    
after home purchasers has obtained the ownership documents to secure the        
mortgage loan. Total restricted cash amounted to $1,108,271 as of December 31,  
2006.                                                                           

Accounts receivable-trade                                                       
-------------------------                                                       

Accounts receivable-trade consists of balances due from customers for the sale  
of residential and commercial units in the PRC. The Company provides an         
allowance for doubtful accounts equal to the estimated uncollectible amounts.   
The Company's estimated uncollectible amounts are based on historical collection
experience and a review of the current status of trade accounts receivable. It  
is reasonably possible that the Company's estimate of the allowance for doubtful
accounts will change. Accounts receivable are presented net of an allowance for 
doubtful accounts of $3,070,516 at December 31, 2006.                           

See report of independent registered public accounting firm                     

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CHINA HOUSING & LAND DEVELOPMENT INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER 31, 2006

Notes receivable                                                                
----------------                                                                

In 2006, the Company began financing sales to certain new home owners. Financing
agreements are signed and the loans are due in 1 to 3 years. The loans are      
non-interest bearing, therefore the Company calculated imputed interest totaling
$34,710 and discounted the carrying amount of note receivable. The Company will 
start to amortize the interest in the year, 2007. Notes receivable are presented
net of unamortized interest and allowance for doubtful accounts.                

Notes receivable                                   $    2,290,378               
Less: unamortized interest                                (34,710)              
Less: allowance for doubtful accounts                    (128,397)              
                                    --------------
Notes receivable, net                              $    2,127,271               
                                    ==============

Other receivables                                                               
-----------------                                                               

Other receivables consist of various cash advances to unrelated companies and   
individuals which the management of the Company have business relationships.    
These amounts are not related to operations of the Company, are unsecured,      
non-interest bearing and generally are short term in nature. The balances of    
other receivables were $1,282,831 as December 31, 2006. Other receivables are   
reviewed annually as to whether their carrying value has become impaired. As of 
December 31, 2006, the Company has established an allowance for doubtful        
accounts of $301,920.                                                           

Advances to suppliers                                                           
---------------------                                                           

Advances to suppliers consist of amounts paid in advance to contractors and     
vendors for services and materials that have not been performed or received and 
generally relate to the development and construction of residential units in the
PRC. Advances amounted to $493,570 as of December 31, 2006.                     

Inventories                                                                     
-----------                                                                     

Inventories consist of residential and commercial units under construction and  
units completed. Inventories are stated at the lower of cost or net realizable  
value. If the inventory is determined to be impaired, it will be written down to
its fair market value. Inventory costs include land use right, land development 
and home construction costs, engineering costs, insurance costs, wages, real    
estate taxes, and interest related to development and construction. All costs   
are accumulated by specific projects and allocated to residential and commercial
units within the respective projects. The Company leases the land for the       
residential unit sites under land use rights with various terms from the        
government of the PRC. The Company evaluates the carrying value for impairment  
based on the undiscounted future cash flows of the assets. Write-downs of       
inventories deemed to be impaired would be recorded as adjustments to the cost  
basis. Impairment charges of $79,665, and $0 were recorded for the years ended  
December 31, 2006 and 2005, respectively.                                       

See report of independent registered public accounting firm                     

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CHINA HOUSING & LAND DEVELOPMENT INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER 31, 2006

No depreciation is provided for construction in progress. Construction overhead 
and selling expenses are expensed as incurred.                                  

Property and equipment                                                          
----------------------                                                          

Property and equipment are recorded at cost. Depreciation is computed using the 
straight-line method over the estimated useful lives of the assets. Depreciation
expense for the years ended December 31, 2006 and 2005 amounted to $354,444 and 
$124,404, respectively. Estimated useful lives of the assets are as follows:    

                                         Estimated Useful Life
                                         ---------------------
Buildings                                         30 years                      
Vehicles                                          6 years                       
Electronic equipment                              5 years                       
Office furniture                                  5 years                       

Maintenance, repairs and minor renewals are charged directly to expenses as     
incurred. Major additions and betterment to property and equipment are          
capitalized.                                                                    

Long-lived assets                                                               
-----------------                                                               

Effective January 1, 2002, the Company adopted Statement of Financial Accounting
Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived     
Assets" ("SFAS 144"), which addresses financial accounting and reporting for the
impairment or disposal of long-lived assets and supersedes SFAS No. 121,        
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of," and the accounting and reporting provisions of APB Opinion No. 
30, "Reporting the Results of Operations for a Disposal of a Segment of a       
Business." The Company periodically evaluates the carrying value of long-lived  
assets to be held and used in accordance with SFAS 144. SFAS 144 requires       
impairment losses to be recorded on long-lived assets used in operations when   
indicators of impairment are present and the undiscounted cash flows estimated  
to be generated by those assets are less than the assets' carrying amounts. In  
that event, a loss is recognized based on the amount by which the carrying      
amount exceeds the fair market value of the long-lived assets. Loss on          
long-lived assets to be disposed of is determined in a similar manner, except   
that fair market values are reduced for the cost of disposal. Based on its      
review, the Company believes there was no impairments of its long-lived assets  
as of December 31, 2006.                                                        

Fair value of financial instruments                                             
-----------------------------------                                             

Statement of Financial Accounting Standards No. 107, "Disclosures About Fair    
Value of Financial Instruments" requires disclosure of the fair value of        
financial instruments held by the Company. SFAS 107 defines the fair value of   
financial instruments as the amount at which the instrument could be exchanged  
in a current transaction between willing parties. The Company considers the     
carrying amount of cash, accounts receivable, other receivables, accounts       
payable, accrued liabilities and other payables to approximate their fair values
because of the short period of time between the origination of such instruments 
and their expected realization and their current market rate of interest.       
Management believes the interest rate on notes reflect rates currently          
available. Thus, the carrying value of loans payable approximates fair value.   

See report of independent registered public accounting firm                     

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CHINA HOUSING & LAND DEVELOPMENT INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER 31, 2006

Advances from customers                                                         
-----------------------                                                         

Advances from customers represent prepayments by customers for home purchases.  
The Company records such prepayment as advances from customers when the payments
are received. Advances from customers amounted to $2,902,426 at December 31,    
2006.                                                                           

Accounts payable                                                                
----------------                                                                

Accounts payable consists of balances due to subcontractors and suppliers for   
the purchase of construction services. Accounts payable amounted to $5,324,815  
at December 31, 2006.                                                           

Other payable                                                                   
-------------                                                                   

Other payables consist of various cash advances from unrelated companies and    
individuals which management of the Company have business relationships. These  
amounts are not related to operations of the Company, are unsecured,            
non-interest bearing and generally are short term in nature. Other payables     
amounted to $2,572,838 as of December 31, 2006.                                 

Employee compensation                                                           
---------------------                                                           

The Company has a bonus compensation plan for its executive officers and        
employees if certain goals are met. The total amount of bonus compensation      
charged to selling, general and administrative expense under this plan was $0   
and $81,208 for the years ended December 31, 2006 and 2005, respectively.       

Advertising Costs                                                               
-----------------                                                               

Advertising and sales promotion costs are expensed as incurred. Advertising     
expense totaled $565,577 and $533,021 for the years ending December 31, 2006 and
2005 respectively.                                                              

Warranty costs                                                                  
--------------                                                                  

Generally, the Company provides all of its customers with a limited (half a year
to 5 years) warranty period for defective workmanship.                          

The Company accrues the estimated warranty costs into the cost of its homes as a
liability after each project is closed based on the Company's historical        
experience, which normally is less than 0.2% of total cost of the project. Any  
excess amounts are expensed in the period when they occur. Many of the items    
relating to workmanship are completed by the existing labor force utilized to   
construct other new houses and are therefore already factored into the labor and
overhead costs of another project. Any significant material defects are         
generally under warranty with the Company's suppliers. Currently, the Company   
retains 5% of the total construction contract from the construction contractors 
for a period of one year after the completion of the construction. Such         
retention amounts will be used to pay for any repair expense incurred due to    
defects in the construction. The Company has not historically incurred any      
significant litigation requiring additional specific reserves for its product   
offerings. As of December 31, 2006 and 2005, the Company accrued $68,682 and    
$66,502 as warranty costs, respectively.                                        

See report of independent registered public accounting firm                     

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CHINA HOUSING & LAND DEVELOPMENT INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER 31, 2006

Income Taxes                                                                    
------------                                                                    

The Company utilizes SFAS No. 109, "Accounting for Income Taxes," which requires
the recognition of deferred tax assets and liabilities for the expected future  
tax consequences of events that have been included in the financial statements  
or tax returns. Under this method, deferred income taxes are recognized for the 
tax consequences in future years of differences between the tax bases of assets 
and liabilities and their financial reporting amounts at each period end based  
on enacted tax laws and statutory tax rates applicable to the periods in which  
the differences are expected to affect taxable income. Valuation allowances are 
established, when necessary, to reduce deferred tax assets to the amount        
expected to be realized. At December 31, 2006 and 2005, there were no           
significant book to tax differences                                             

Local PRC income tax                                                            
--------------------                                                            

The Company is governed by the Income Tax Law of the PRC concerning Chinese     
registered limited liability company. Under the Income Tax Laws of the PRC,     
Chinese enterprises are generally subject to an income tax at an effective rate 
of 33% (30% state income taxes plus 3% local income taxes) on income reported in
the statutory financial statements after appropriate tax adjustments, unless the
enterprise is located in a specially designated region for which more favorable 
effective tax rates are applicable. The provision for income taxes at December  
31, 2006 consisted of the following:                                            

                                              2006            2005
                                            -------------     ------------
Provision for China income and local tax       $   4,511,442     $  2,333,444   

Deferred taxes                                            --               --   
                                            -------------     ------------
    Total provision for income taxes        $   4,511,442     $  2,333,444
                                            =============     ============

The following table reconciles the U.S. statutory rates to the Company's        
effective tax rate at December 31,                                              

                         2006         2005
                         ---------   ---------
U.S. statutory rates                          34.0%       34.0%                 
Foreign income not recognized in USA        (34.0)      (34.0)                  
China income taxes                            33.0        33.0                  
                         ---------   ---------
Totals                                  33.0%       33.0%           
                         =========   =========

Basic and diluted earning per share                                             
-----------------------------------                                             

Earning per share is calculated in accordance with the Statement of Financial   
Accounting Standards No. 128 ("SFAS No. 128"), "Earnings per share". SFAS No.   
128 superseded Accounting Principles Board Opinion No.15 (APB 15). Net earning  
per share for all periods presented has been restated to reflect the adoption of
SFAS No. 128. Basic net earning per share is based upon the weighted average    
number of common shares outstanding. Diluted net earning per share is based on  
the assumption that all dilutive convertible shares and stock options were      
converted or exercised. Dilution is computed by applying the treasury stock     
method.                                                                         

See report of independent registered public accounting firm                     

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CHINA HOUSING & LAND DEVELOPMENT INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER 31, 2006

Under this method, options and warrants are assumed to be exercised at the      
beginning of the period (or at the time of issuance, if later), and as if funds 
obtained thereby were used to purchase common stock at the average market price 
during the period.                                                              

At December 31, 2006, the Company had outstanding 309,612 warrants. The average 
stock price for the twelve months ended December 31, 2006 was less than the     
exercise price of the warrants; therefore, the warrants are not factored into   
the diluted earning per share calculation as they are anti-dilutive.            

Comprehensive income                                                            
--------------------                                                            

Comprehensive income consists of net income and foreign currency translation    
gains and losses affecting shareholders' equity that, under generally accepted  
accounting principle, are excluded from net income. Gain on foreign exchange    
translation totaled $ 655,435 and $242,783 for 2006 and 2005, respectively.     

Statement of Cash Flows                                                         
-----------------------                                                         

In accordance with Statement of Financial Accounting Standards No. 95,          
"Statement of Cash Flows," cash flows from the Company's operations is          
calculated based upon the local currencies. As a result, amounts related to     
assets and liabilities reported on the statement of cash flows will not         
necessarily agree with changes in the corresponding balances on the balance     
sheet.                                                                          

Recent Pronouncements                                                           
---------------------                                                           

In February 2006, FASB issued SFAS No. 155, "Accounting for Certain Hybrid      
Financial Instruments". SFAS No. 155 amends SFAS No 133, "Accounting for        
Derivative Instruments and Hedging Activities", and SFAF No. 140, "Accounting   
for Transfers and Servicing of Financial Assets and Extinguishments of          
Liabilities". SFAS No. 155, permits fair value remeasurement for any hybrid     
financial instrument that contains an embedded derivative that otherwise would  
require bifurcation, clarifies which interest-only strips and principal-only    
strips are not subject to the requirements of SFAS No. 133, establishes a       
requirement to evaluate interest in securitized financial assets to identify    
interests that are freestanding derivatives or that are hybrid financial        
instruments that contain an embedded derivative requiring bifurcation, clarifies
that concentrations of credit risk in the form of subordination are not embedded
derivatives, and amends SFAS No. 140 to eliminate the prohibition on the        
qualifying special-purpose entity from holding a derivative financial instrument
that pertains to a beneficial interest other than another derivative financial  
instrument.                                                                     

This statement is effective for all financial instruments acquired or issued    
after the beginning of the Company's first fiscal year that begins after        
September 15, 2006. The Company has not evaluated the impact of this            
pronouncement on its financial statements.                                      

See report of independent registered public accounting firm                     

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CHINA HOUSING & LAND DEVELOPMENT INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER 31, 2006

In March 2006 FASB issued SFAS 156 'Accounting for Servicing of Financial       
Assets' this Statement amends FASB Statement No. 140, Accounting for Transfers  
and Servicing of Financial Assets and Extinguishments of Liabilities, with      
respect to the accounting for separately recognized servicing assets and        
servicing liabilities. This Statement:                                          

1.   Requires an entity to recognize a servicing asset or servicing liability   

each time it undertakes an obligation to service a financial asset by entering  
into a servicing contract.                                                      

2.   Requires all separately recognized servicing assets and servicing          
liabilities to be initially measured at fair value, if practicable.             

3.   Permits an entity to choose 'Amortization method' or Fair value measurement
method' for each class of separately recognized servicing assets and servicing  
liabilities.                                                                    

4.   At its initial adoption, permits a one-time reclassification of            
available-for-sale securities to trading securities by entities with recognized 
servicing rights, without calling into question the treatment of other          
available-for-sale securities under Statement 115, provided that the            
available-for-sale securities are identified in some manner as offsetting the   
entity's exposure to changes in fair value of servicing assets or servicing     
liabilities that a service elects to subsequently measure at fair value.        

5.   Requires separate presentation of servicing assets and servicing           
liabilities subsequently measured at fair value in the statement of financial   
position and additional disclosures for all separately recognized servicing     
assets and servicing liabilities. An entity should adopt this Statement as of   
the beginning of its first fiscal year that begins after September 15, 2006.    
Management believes that this statement will not have a significant impact on   
its financial statements.                                                       

In September 2006, FASB issued SFAS 157 `Fair Value Measurements'. This         
Statement defines fair value, establishes a framework for measuring fair value  
in generally accepted accounting principles (GAAP), and expands disclosures     
about fair value measurements. This Statement applies under other accounting    
pronouncements that require or permit fair value measurements, the Board having 
previously concluded in those accounting pronouncements that fair value is the  
relevant measurement attribute. Accordingly, this Statement does not require any
new fair value measurements. However, for some entities, the application of this
Statement will change current practice. This Statement is effective for         
financial statements issued for fiscal years beginning after November 15, 2007, 
and interim periods within those fiscal years. The management is currently      
evaluating the effect of this pronouncement on its financial statements. In     
September 2006, FASB issued SFAS 158 `Employers' Accounting for Defined Benefit 
Pension and Other Postretirement Plans--an amendment of FASB Statements No. 87, 
88, 106, and 132(R)' This Statement improves financial reporting by requiring an
employer to recognize the over funded or under funded status of a defined       
benefit postretirement plan (other than a multiemployer plan) as an asset or    
liability in its statement of financial position and to recognize changes in    
that funded status in the year in which the changes occur through comprehensive 
income of a business entity or changes in unrestricted net assets of a          

See report of independent registered public accounting firm                     

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CHINA HOUSING & LAND DEVELOPMENT INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER 31, 2006

not-for-profit organization. This Statement also improves financial reporting by
requiring an employer to measure the funded status of a plan as of the date of  
its year-end statement of financial position, with limited exceptions. An       
employer with publicly traded equity securities is required to initially        
recognize the funded status of a defined benefit postretirement plan and to     
provide the required disclosures as of the end of the fiscal year ending after  
December 15, 2006. An employer without publicly traded equity securities is     
required to recognize the funded status of a defined benefit postretirement plan
and to provide the required disclosures as of the end of the fiscal year ending 
after June 15, 2007. However, an employer without publicly traded equity        
securities is required to disclose the following information in the notes to    
financial statements for a fiscal year ending after December 15, 2006, but      
before June 16, 2007, unless it has applied the recognition provisions of this  
Statement in preparing those financial statements. The requirement to measure   
plan assets and benefit obligations as of the date of the employer's fiscal     
year-end statement of financial position is effective for fiscal years ending   
after December 15, 2008. The management is currently evaluating the effect of   
this pronouncement on its financial statements.                                 

Note 3 - Supplemental disclosure of cash flow information                       

Income taxes paid amounted to $0 and $2,476,096 for the years ended December,   
2006 and 2005, respectively. Interest paid for the year ended December 31, 2006 
and 2005 amounted to $2,147,800 and $170,928, respectively.                     

Noncash investing transactions included the exchange of certain inventory units 
costing $492,757 for certain units in a hotel valued at $703,296. The result of 
the exchange is a gain of $210,296 which was included in other income as        
disclosed in Note 15.                                                           

Noncash financing transactions included the issuance of 16,000,000 shares of    
common stock to the original shareholders of XTHDC in consideration of a        
promissory note totaling $5,462,797 which was due on December 31, 2007.         

Note 4 - Inventories                                                            

The following summarizes the components of real estate inventories at December  
31, 2006:                                                                       

Finished projects                                             $  37,247,436     
Construction in progress                                          9,730,650     
                                                         -------------
Total real estate held for development or sale                $  46,978,086     
                                                         =============

Note 5 - Receivables, deferred charges and other assets                         

Receivables, deferred charges and other assets consist of the following at      
December 31, 2006:                                                              

See report of independent registered public accounting firm                     

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CHINA HOUSING & LAND DEVELOPMENT INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER 31, 2006

Other receivable                               $         1,282,831              
Allowance for bad debts                                 (301,920)           
Prepaid expenses                                             5,128              
                                 -------------------
Receivables, deferred charges and                                               
other assets                                   $           986,039              
                                 ===================

Note 6 - Property and equipment, net                                            

Property and equipment consist of the following at December 31, 2006:           

Buildings and improvements                    $         18,255,045              
Machinery and equipment                                    117,081              
Transportation equipment                                    55,598              
Furniture and fixture                                       95,519              
                                --------------------
Totals                                                18,523,243            
Accumulated depreciation                                  (821,347)             
                                --------------------
Property and equipment, net                 $         17,701,896            
                                ====================

Note 7 - Accounts receivable                                                    

Accounts receivable consist of the following at December 31, 2006:              

Accounts receivable                           $          3,149,634              
Allowance for doubtful                                   (79,118)           
accounts                                                                    
                                --------------------
Accounts receivable, net                      $          3,070,516              
                                ====================

Note 8 - Loans from employees                                                   

The Company has borrowed monies from certain employees to fund the Company's    
construction projects. The loans bear interest ranging between 7% to 12% and the
principal matures within one to three years. At December 31, 2006, loan from    
employees amounted to $1,037,842. Total interest expense on these loans amounted
to $80,440 and $117,602 for 2006 and 2005, respectively.                        

Note 9 - Loans payable                                                          

Loans payable represent amounts due to various banks and are due on demand or   
normally within one year. These loans generally can be renewed with the banks   
when expired. Loans payable at December 31, 2006 consisted of the following:    

See report of independent registered public accounting firm                     

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CHINA HOUSING & LAND DEVELOPMENT INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER 31, 2006

Commercial Bank Weilai Branch                                                   
due August 7, 2007, annual interest rate                              
is at 9.945%, secured by the Company's                                
Xin Xin Gangwan, Xin Xin Tower and                                    
Ming Yuan Projects                                     $  5,128,000   

Shannxi International Trust Investment Co.,                                     
due on demand, annual interest is at                                  
10.80%, secured by 14 units of the                                    
Company's Xin Xin In House and Harbor                                   
projects                                                   2,564,000    

Shannxi International Trust Investment Co.,                                     
due September 20, 2007, annual interest                               
is at 10.80%, secured by six commercial                               
units of the Company's Jun Jin Yuan project                 503,826   

Merchant bank Xi'an high and new technology                                     
development zone branch, due June 27, 2007                            
annual interest is at 19.20%, secured by the                          
Company's Jun Jin Yuan project                              403,830   

Construction Bank Zhuque Road Branch,                                           
due May 6, 2007, annual interest is at 6.21%,                         
secured by the Company's Jun Jin Yuan project             4,107,528   

Construction Bank Zhuque Road Branch,                                           
due July 6, 2007, annual interest is at 6.91%,                        
secured by the Company's Jun Jin Yuan project             2,564,000   

Commercial Bank Weilai Branch,                                                  
due December 31, 2007, annual interest is at                            
9.79%, secured by the Company's 24G project                6,410,000    

Various loans on demand,                                                        
to  unrelated parties, at various interest rate          1,525,668  
                                                    ------------
Total               
                                                    $ 23,206,852
                                                    ============

All loans were borrowed for construction projects. All interest paid was        
capitalized and allocated to various construction projects.                     

Note 10 - Accrued Expenses                                                      

Accrued expenses at December 31, 2006 are as follows:                           

Accrued payroll                                            $      13,294        
Accrued expenses                                               1,725,290        
                                                   -------------
Total                                                      $   1,738,584        
                                                   =============

See report of independent registered public accounting firm                     

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CHINA HOUSING & LAND DEVELOPMENT INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER 31, 2006

Note 11 - Stockholders' Equity                                                  

Common stock                                                                    
------------                                                                    

On June 28, 2006, the Company entered into securities purchase agreements with  
accredited investors and completed the sale of $1,075,000 of the Company's      
common stock and common stock purchase warrants. The securities sold were an    
aggregate of 330,769 shares of common stock and 99,231 warrants. Each warrant is
exercisable for a period of three years at an exercise price of $3.60 per share.
Pursuant to the terms of the warrant, each investor has contractually agreed to 
restrict its ability to exercise the warrants to an amount which would not      
exceed the difference between the number of shares of common stock beneficially 
owned by the holder or issuable upon exercise of the warrant held by such holder
and 9.9% of the outstanding shares of common stock of the Company. New York     
Global Securities, Inc. acted as the placement agent of the transaction.        

The Company is obligated to file a registration statement registering the resale
of shares of the Company's common stock and those issuable upon exercise of the 
warrants. If the registration statement is not filed within 45 days from the    
date of investment, or declared effective within 60 days thereafter (135 days if
the registration statement receives a full review by the SEC), or if the        
registration is suspended other than as permitted in the registration rights    
agreement between the Company and the investors, the Company is obligated to pay
the investors certain fees in the amount of 1% of the aggregate amount invested,
per month, and the obligations may be deemed to be in default.                  

In connection with the offering, the Company paid a placement fee of 10% of the 
proceeds in cash, together with other expenses in the amount of 3% of the       
proceeds, in cash. In addition, the placement agent was issued warrants to      
purchase 66,154 shares of common stock on the same terms and conditions as the  
investors.                                                                      

On July 7, 2006, the Company entered into securities purchase agreements with   
accredited investors and completed the sale of $124,975 of the Company's common 
stock and common stock purchase warrants. The securities sold were an aggregate 
of 38,454 shares of common stock and 11,536 warrants. Each warrant is           
exercisable for a period of three years at an exercise price of $3.60 per share.
Pursuant to the terms of the warrant, each investor has contractually agreed to 
restrict its ability to exercise the warrants to an amount which would not      
exceed the difference between the number of shares of common stock beneficially 
owned by the holder or issuable upon exercise of the warrant held by such holder
and 9.9% of the outstanding shares of common stock of the Company. New York     
Global Securities, Inc. acted as the placement agent of the transaction.        

See report of independent registered public accounting firm                     

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CHINA HOUSING & LAND DEVELOPMENT INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER 31, 2006

The Company is obligated to file a registration statement registering the resale
of shares of the Company's Common Stock and those issuable upon exercise of the 
Warrants. If the registration statement is not filed within 45 days from the    
date of investment, or declared effective within 60 days thereafter (135 days if
the registration statement receives a full review by the SEC), or if the        
registration is suspended other than as permitted in the registration rights    
agreement between the Company and the investors, the Company is obligated to pay
the investors certain fees in the amount of 1% of the aggregate amount invested,
per month, and the obligations may be deemed to be in default.                  

In connection with the offering, the Company paid a placement fee of 10% of the 
proceeds in cash, together with other expenses in the amount of 3% of the       
proceeds, in cash. In addition, the placement agent was issued warrants to      
purchases 7,691 shares of common stock on the same terms and conditions as the  
investors.                                                                      

On August 21, 2006, the Company entered into securities purchase agreements with
accredited investors and completed the sale of $812,500 of the Company's common 
stock and common stock purchase warrants. The securities sold were an aggregate 
of 250,000 shares of common stock and 75,000 warrants. Each warrant is          
exercisable for a period of three years at an exercise price of $3.60 per share.
Pursuant to the terms of the warrant, each investor has contractually agreed to 
restrict its ability to exercise the warrants to an amount which would not      
exceed the difference between the number of shares of common stock beneficially 
owned by the holder or issuable upon exercise of the warrant held by such holder
and 9.9% of the outstanding shares of common stock of the Company. New York     
Global Securities, Inc. acted as the placement agent of the transaction.        

The Company is obligated to file a registration statement registering the resale
of shares of the Company's Common Stock and those issuable upon exercise of the 
Warrants. If the registration statement is not filed within 45 days from the    
date of investment, or declared effective within 60 days thereafter (135 days if
the registration statement receives a full review by the SEC), or if the        
registration is suspended other than as permitted in the registration rights    
agreement between the Company and the investors, the Company is obligated to pay
the investors certain fees in the amount of 1% of the aggregate amount invested,
per month, and the obligations may be deemed to be in default.                  

In connection with the offering, the Company paid a placement fee of 10% of the 
proceeds in cash, together with non-accountable expenses in the amount of 3% of 
the proceeds, in cash. In addition, the placement agent was issued warrants to  
purchases 50,000 shares of common stock on the same terms and conditions as the 
investors.                                                                      

See report of independent registered public accounting firm                     

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CHINA HOUSING & LAND DEVELOPMENT INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER 31, 2006

Warrants                                                                        
--------                                                                        
Following is a summary of the warrant activity:                                 

                                  Weighted
                                 Average
                                  Warrants     Exercise    Aggregate
                                     outstanding   Price     Intrinsic Value

Outstanding, December 31, 2006               -           -            -         
Granted                                  309,612         -                      
Forfeited                                    -           -                      
Exercised                                    -           -                      
          ------------
Outstanding, December 31, 2006           309,612      $3.60        $  0         
          ============

Following is a summary of the status of warrants outstanding at December 31,    
2006:                                                                           

Outstanding Warrants                     Exercisable Warrants                   

Average                         
Remaining                       
Exercise    Number      Contractual      Average       Exercise                 
Price                   Life             Price         Number                   

$3.60       309,612     2.57             $3.60         309,612                  

Statutory reserves                                                              
------------------                                                              

In accordance with the laws and regulations of the PRC, a wholly-owned Foreign  
Invested Enterprises' income, after the payment of the PRC income taxes, shall  
be allocated to the statutory surplus reserves and statutory public welfare fund
for staff and workers. The proportion of allocation for reserve funds is no less
than 10 percent of the profit after tax until the accumulated amount of         
allocation for statutory surplus reserve funds reaches 50 percent of the        
registered capital.                                                             

The proportion of allocation for statutory public welfare fund and enterprise   
expansion fund is decided by the enterprise itself. A wholly-owned Foreign      
Invested Enterprise does not have to establish or contribute to an enterprise   
expansion fund.                                                                 

Statutory surplus reserves are to be utilized to offset prior years' losses, or 
to increase its share capital. When the statutory surplus reserve fund of a     
limited liability company converts its surplus reserves to capital in accordance
with a shareholders' resolution, the company will either distribute new shares  
in proportion to the number of shares held by the each shareholder, or increase 
the par value of each share. Except for the reduction of losses incurred, any   
other usage should not result in this reserve balance falling below 25% of the  
registered capital. Pursuant to the board of directors' resolution, the Company 
transferred 10% of its net income, as determined in accordance with the PRC     
accounting rules and regulations, to a statutory surplus reserve fund until such
reserve balance reaches 50% of the Company's registered capital.                

See report of independent registered public accounting firm                     

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CHINA HOUSING & LAND DEVELOPMENT INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER 31, 2006

The transfer to this reserve must be made before distributions of any dividends 
to shareholders. For the year ended December 31, 2006, the Company appropriated 
$915,960 to this surplus reserve.                                               

Note 12 - Employee Welfare Plan                                                 

Regulations in the PRC require the Company to contribute to a defined           
contribution retirement plan for all permanent employees. The Company           
established a retirement pension insurance, unemployment insurance, health      
insurance and house accumulation fund for the employees during the term they are
employed. For the year ended December 31, 2006, the Company made contributions  
in the amount of $13,922.                                                       

Note 13 - Earnings Per Share                                                    

Earnings per share for twelve months December 31, 2006 and 2005 were determined 
by dividing net income for the periods by the weighted average number of both   
basic and diluted shares of common stock and common stock equivalents           
outstanding. There were no common stock equivalents that were dilutive during   
the twelve months December 31, 2006; accordingly, basic and diluted earning per 
share were the same for all periods presented.                                  

Notes 14 - Other Income                                                         

The Company also rents certain portion of its residential and commercial units  
to individuals and businesses for a 1 year term renewed annually. Rental income 
and other income and expense for the year ended December 31 consisted of the    
following:                                                                      

                                                           2006         2005
                                                           --------     --------
Interest income                                            $ 30,395     $ 45,545

Other nonoperating income                                    58,543      139,236
House rental income                                         213,544      144,678

Gain on disposal of fixed assets and inventory              149,830           --

Gain on disposal of fixed assets                                 --        6,222
                                                           --------     --------
Total                                                      $452,312     $335,681

                                                           ========     ========

Note 15 - Commitments and Contingencies                                         

The Company leases part of its office space under long-term, non-cancelable     
operating lease agreements. The leases expire on 12/31/2008.                    

See report of independent registered public accounting firm                     

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CHINA HOUSING & LAND DEVELOPMENT INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER 31, 2006

The following is a schedule of future minimum rental payments required under the
operating lease agreements:                                                     

Year ending            Office         
December 31             Lease         
         -----------
2007       $    65,783  
2008            65,783  
         -----------
             131,566
         ===========

Rental expense for the 2006 and 2005 amounted to $70,178 and $64,017,           
respectively.                                                                   

Note 17 - Subsequent Events                                                     

On March 9, 2007, the Company entered into a Shares Transfer Agreement (the     
Agreement) with the shareholders of Xi'an New Land Development Co., Ltd. (New   
Land), pursuant to which the Company has acquired 32,000,000 shares of New Land,
constituting 100% equity ownership of New Land. The total purchase price for the
shares acquisition is 270 million RMB, estimated to be approximately US$34      
million at the current currency exchange rate which is subject to change. The   
total purchase price includes the initial cash payment of 5 million RMB,        
estimated to be approximately US$610,000, payable within 20 days after the      
signing of the Agreement, an additional cash payment of 57 million RMB,         
estimated to be approximately US$7.2 million, payable within 30 days after the  
Company has received a satisfactory audit report of New Land, and the issuance  
of 10% promissory note of the aggregate amount of 208 million RMB, estimated to 
be approximately US$26.2 million, with a maturity date of January 30, 2009.     

See report of independent registered public accounting firm                     

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CHINA HOUSING & LAND DEVELOPMENT INC. AND SUBSIDIARY

 CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2007 AND DECEMBER 31, 2006

                                                        [Enlarge/Download Table]

                                                                     March 31,     December 31,
                                                                       2007            2006    
                                                                   ------------   ------------ 
                                                                    (Unaudited)                
                                                                   ------------                
                                                                                               
ASSETS                                                                                         
  Cash                                                             $    257,187   $    379,633 
  Cash - restricted                                                   1,222,618      1,108,271 
  Accounts receivable, net of allowance for doubtful                                           
   accounts of $79,920 and 79,118, respectively                       2,618,833      3,070,516 
  Notes receivable, net                                               2,128,304      2,127,271 
  Real estate                                                                                  
   Finished projects                                                 31,788,383     37,247,436 
   Construction in progress                                          10,549,075      9,730,650 
                                                                   ------------   ------------ 
     Total real estate held for development or sale                  42,337,458     46,978,086 
                                                                   ------------   ------------ 

  Property and equipment, net                                        17,708,994     17,701,896 
  Advance to suppliers                                                5,247,003        493,570 
  Receivables, deferred charges and other assets                      1,140,707        986,039 
                                                                   ------------   ------------ 
     Total assets                                                  $ 72,661,104   $ 72,845,282 
                                                                   ============   ============ 

LIABILITIES                                                                                    
  Accounts payable                                                 $  5,550,820   $  5,324,815 
  Advances from customers                                             2,015,250      2,902,426 
  Accrued expenses                                                    1,481,171      1,738,584 
  Payable to original shareholders                                    5,462,798      5,462,798 
  Income and other taxes payable                                     11,835,787     11,386,169 
  Other payables                                                      1,857,590      2,572,838 
  Loans from employees                                                1,441,142      1,037,842 
  Loans payable                                                      22,626,329     23,206,852 
                                                                   ------------   ------------ 

    Total liabilities                                                52,270,887     53,632,324 
                                                                   ------------   ------------ 

SHAREHOLDERS' EQUITY                                                                           
  Common stock: $.001 par value, authorized 100,000,000 shares           20,679         20,619 
   issued and outstanding 20,679,223 and 20,619,223, respectively                              
  Additional paid in capital                                          7,323,940      7,192,600 
  Statutory reserves                                                  2,234,124      2,150,138 
  Retained earnings                                                  15,122,697     14,414,181 
  Capital contribution receivable                                    (5,462,798)    (5,462,798)
  Accumulated other comprehensive income                              1,151,575        898,218 
                                                                   ------------   ------------ 

   Total shareholders' equity                                        20,390,217     19,212,958 
                                                                   ------------   ------------ 

    Total liabilities and shareholders' equity                     $ 72,661,104   $ 72,845,282 
                                                                   ============   ============ 

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CHINA HOUSING & LAND DEVELOPMENT INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2007 AND 2006

                                                                [Download Table]

                                                     2007          2006    
                                                 ------------  ------------
                                                 (Unaudited)   (Unaudited) 
                                                 ------------  ------------
                                                                           
REVENUE                                                                    
   Sale of properties                            $  8,045,576  $ 16,978,251
   Other income                                       150,621        18,572
                                                 ------------  ------------
      Total revenue                                 8,196,197    16,996,823
                                                 ------------  ------------

COSTS AND EXPENSES                                                         
   Cost of properties sold                          6,251,458    11,507,106
   Selling, general and administrative expenses       498,079       623,240
   Other expense                                       32,619        72,414
   Interest expense                                   207,876        21,783
                                                 ------------  ------------
       Total costs and expense                      6,990,032    12,224,543
                                                 ------------  ------------

INCOME BEFORE PROVISION FOR INCOME TAXES            1,206,165     4,772,280

PROVISION FOR INCOME TAXES                            413,663     1,553,878
                                                 ------------  ------------

NET INCOME                                            792,502     3,218,402

GAIN ON FOREIGN EXCHANGE                              253,357        98,750
                                                 ------------  ------------

OTHER COMPREHENSIVE INCOME                       $  1,045,859  $  3,317,152
                                                 ============  ============

WEIGHTED AVERAGE SHARES OUTSTANDING                                        
 BASIC AND DILUTED                                 20,669,223    20,277,615
                                                 ============  ============

EARNINGS PER SHARE                                                         
 BASIC AND DILUTED                               $       0.04  $       0.16
                                                 ============  ============

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CHINA HOUSING & LAND DEVELOPMENT INC. AND SUBSIDIARY

 CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2007 AND 2006

                                                        [Enlarge/Download Table]

                                                                   2007           2006     
                                                               ------------   ------------ 
                                                                (Unaudited)    (Unaudited) 
                                                               ------------   ------------ 
                                                                                           
CASH FLOWS FROM OPERATING ACTIVITIES:                                                      
 Net income                                                    $    792,502   $  3,218,402 
 Adjustments to reconcile net income to cash                                               
   provided by (used in) operating activities:                                             
     Allowance for bad debt                                         512,654        635,722 
     Depreciation                                                   169,861         31,554 
     Gain on disposal of fixed assets and inventory                     472             -- 
     Amortization of stock issued for investor relations fees        32,850             -- 
   (Increase) decrease in assets:                                                          
     Accounts receivable                                            401,374         51,930 
     Real estate                                                  5,097,643     (5,883,384)
     Advance to suppliers                                        (4,691,540)     6,026,822 
     Other receivable and deferred charges                         (388,692)      (391,140)
   Increase (decrease) in liabilities:                                                     
     Accounts payable                                               170,026      2,232,169 
     Advances from customers                                       (913,140)   (14,032,170)
     Accrued expense                                               (274,003)        48,133 
     Other payable                                                 (734,292)        79,857 
     Income and other taxes payable                                 332,894      2,307,021 
                                                               ------------   ------------ 
       Net cash provided by (used in) operating activities          508,609     (5,675,084)
                                                               ------------   ------------ 

CASH FLOWS FROM INVESTING ACTIVITIES:                                                      
 Change in restricted cash                                         (102,718)       570,789 
 Purchase of buildings, equipment and automobiles                    (1,891)      (319,744)
 Notes receivable funded                                           (108,838)            -- 
                                                               ------------   ------------ 
       Net cash used in (provided by) investing activities         (213,447)       251,045 
                                                               ------------   ------------ 

CASH FLOWS FROM FINANCING ACTIVITIES:                                                      
 Loan proceeds                                                      645,050      5,741,650 
 Payments on loans                                               (1,457,813)            -- 
 Loans from employees                                               391,290             -- 
                                                               ------------   ------------ 
      Net cash (used in) provided by financing activities          (421,473)     5,741,650 
                                                               ------------   ------------ 

DECREASE IN CASH                                                   (126,311)       317,611 

EFFECTS ON FOREIGN CURRENCY EXCHANGE                                  3,865          1,530 

CASH, beginning of period                                           379,633         30,746 
                                                               ------------   ------------ 

CASH, end of period                                            $    257,187   $    349,887 
                                                               ============   ============ 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007
 (UNAUDITED)

Note 1 - Organization and basis of presentation                                 

Organization                                                                    

China Housing & Land Development, Inc (the "Company") is a Nevada corporation,  
incorporated on July 6, 2004 under the name Pacific Northwest Productions Inc.  
On May 6, 2006, the Company changed its name to China Housing & Land Development
Inc. The Company, through its subsidiary Xian Tsining Housing Development       
Company Inc. (XTHDC), is engaged in acquisition, development, management, and   
sale of commercial and residential real estate properties located primarily in  
Xi'an city, the People's Republic of China (PRC).                               

XTHDC was established during May 1992 as a state-owned enterprise, whose former 
name is Xian New Star Group Real Estate Development Co. Ltd, and was formerly   
the logistics department of Lan Zhou Military area of the People's Liberation   
Army of China. The Company was reorganized as a limited liability company with  
equity capital invested by management personnel in September 1999. The Company  
is a Chinese registered limited liability company with a legal structure similar
to a regular corporation and a limited liability company. The Articles of       
Association provide for a 54 year term beginning September 7, 1999 with         
registered capital of approximately $3,140,000 (RMB26,000,000). On March 28,    
2002, the registered capital of Tsining was increased to approximately          
$6,050,000 (RMB50,000,000).                                                     

On April 21, 2006, XTHDC entered into and closed a share purchase agreement with
Pacific Northwest Productions, Inc. ("Pacific"), a public shell in the United   
States of America incorporated in the state of Nevada. Pursuant to the purchase 
agreement, Pacific acquired all of the issued and outstanding capital stock of  
XTHDC in exchange for 16,000,000 (post-split) shares of Pacific's common stock. 

Concurrently with the closing of the purchase agreement and as a condition      
thereof, Pacific entered into an agreement with Deljit Bains and Davinder Bains,
its executive officers, pursuant to which they each returned 4,000,000          
(post-split) shares (8,000,000 shares in total) of Pacific common stock to      
Pacific for cancellation. They were not compensated in any way for the          
cancellation of their shares of Pacific common stock. Upon completion of the    
foregoing transactions, Pacific had an aggregate of 20,000,000 shares of common 
stock issued and outstanding.                                                   

As a result of the merger, XTHDC's stockholders own approximately 80% of the    
combined company and the directors and executive officers of XTHDC became the   
directors and executive officers of Pacific. Accordingly, the transaction has   
been accounted for as a reverse acquisition of Pacific by XTHDC resulting in a  
recapitalization of XTHDC. XTHDC is deemed to be the purchaser and surviving    
company for accounting purposes. Accordingly, its assets and liabilities are    
included in the balance sheet at their historical book values and the results of
operations of XTHDC have been presented for the comparative prior period.       

In addition, on May 5, 2006, Pacific changed its name to China Housing & Land   
Development, Inc. (hereafter referred to as the "Company") and the stockholders 
approved a stock dividend of seven shares for each share held, which has been   
accounted for as an eight to one forward stock split. All shares and per share  
data have been restated retrospectively.                                        

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007
 (UNAUDITED)

Note 2 - Acquisition                                                            

On March 9, 2007, the Company entered into a Shares Transfer Agreement (the     
Agreement) to acquire 32 million shares of Xi'an New Land Development Co., Ltd. 
(New Land), representing 100% equity ownership of New Land. The total purchase  
price for the acquisition is 270 million RMB, approximately $34 million, which  
is subject to change. The total purchase price includes 1) an initial cash      
payment of 5 million RMB, approximately $610,000, payable within 20 days after  
the signing of the Agreement, 2) an additional cash payment of 57 million RMB,  
approximately $7.2 million, payable within 30 days after the Company receives a 
satisfactory audit report of New Land, and 3) a promissory note of the aggregate
amount of 208 million RMB, approximately $26.2 million, bearing 10% interest    
with a maturity date of January 30, 2009.                                       

As of March 31, 2007, the transaction had not closed; as such, the financial    
data of New Land is not included in the accompanying financial statements.      

Note 3 - Summary of significant accounting policies                             

Principles of consolidation and basis of presentation                           

The accompanying consolidated financial statements include the accounts of China
Housing & Land Development, Inc. and its wholly owned subsidiary, XTHDC. All    
material inter-company accounts and transactions have been eliminated in        
consolidation. The accompanying consolidated financial statements have been     
prepared in conformity with accounting principles generally accepted in the     
United States of America.                                                       

Use of estimates                                                                

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

Foreign currency translation                                                    

As of March 31, 2007, the accounts of the Company are maintained in their       
functional currency the Chinese Yuan Renminbi (RMB). The reporting currency for 
the consolidated financial statements is the United States Dollars (USD). In    
accordance with Statement of Financial Accounts Standards ("SFAS") No. 52,      
"Foreign Currency Translation," all assets and liabilities were translated at   
the exchange rate on the balance sheet date, stockholder's equity are translated
at the historical rates and statement of operations are translated at the       
weighted average exchange rate for the period. Cash flows are also translated at
the weighted average exchange rate for the year; therefore, amounts reported on 
the statement of cash flows will not necessarily agree with changes in the      
corresponding balances on the balance sheet.                                    

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007
 (UNAUDITED)

The resulting translation adjustments are reported under other comprehensive    
income in accordance with SFAS No. 130, "Reporting Comprehensive Income."       

Revenue recognition                                                             

Real estate sales are reported in accordance with the provisions of Statement of
Financial Accounting Standard No. 66, "Accounting for Sales of Real Estate".    
Profit from the sales of development properties, less 5% business tax, is       
recognized by the full accrual method when the sale is consummated. A sale is   
not considered consummated until (1) the parties are bound by the terms of a    
contract, (2) all consideration has been exchanged, (3) any permanent financing 
of which the seller is responsible has been arranged, (4) all conditions        
precedent to closing have been performed, (5) the seller does not have          
substantial continuing involvement with the property, and (6) the usual risks   
and rewards of ownership have been transferred to the buyer. Sales transactions 
not meeting all the conditions of the full accrual method are accounted for     
using the deposit method of accounting. Under the deposit method, all costs are 
capitalized as incurred, and payments received from the buyer are recorded as a 
deposit liability. Real estate rental income, less 5% business tax, is          
recognized on the straight-line basis over the terms of the tenancy agreements. 

For Company financed sales, the Company is recognizing sales based on the full  
accrual method provided that the buyer's initial and continuing investment is   
adequate according to SFAS No. 66. The initial investment is the buyer's        
down-payment less the loan amount provided by the Company. Interest on these    
loans is amortized over the terms of the loans.                                 

Real estate capitalization and cost allocation                                  

Residential properties completed or under construction are stated at cost or    
estimated net realizable value, whichever is lower. Costs include land and land 
improvements, direct construction costs and development costs, including        
predevelopment costs, interest on indebtedness, real estate taxes, insurance,   
construction overhead and indirect project costs. Selling and advertising costs 
are expensed as incurred. Total estimated costs of multi-unit developments are  
allocated to individual units based upon specific identification methods.       

Land and improvement costs include land, land improvements, interest on         
indebtedness and real estate taxes. Appropriate costs are allocated to projects 
on the basis of acreage, dwelling units and relative sales value. Land held for 
development and improvements are stated at cost or estimated net realizable     
value, whichever is lower.                                                      

Land and land improvements applicable to condominiums, town homes and           
single-family homes, are transferred to construction in progress when           
construction commences.                                                         

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007
 (UNAUDITED)

Capitalization of interest                                                      

Interest incurred during construction is capitalized into construction in       
progress. All other interest is expensed as incurred.                           

For the three months ended March 31, 2007, interest incurred by the Company was 
$531,103 and capitalized interest for the same period was $323,227. For the     
three months ended March 31, 2006, interest incurred by the Company was $706,649
and capitalized interest for the same period was $684,866.                      

Concentrations                                                                  

The Company sells residential and commercial units to residents and small       
business owners. The Company had one major customer that accounted for          
approximately 47% of the Company's sales for the three months ended March 31,   
2007 and accounts receivable for this customer at March 31, 2007 amounted to    
$1,199,408. There was no major customer that accounted for over 5% of the       
Company's sales for the three months ended March 31, 2006.                      

The Company is dependent on third-party sub-contractors, manufacturers, and     
distributors for all of construction services and supply of construction        
materials. Construction services or products purchased from the Company's five  
largest subcontractors/suppliers accounted for 16% and 41% of the Company's     
purchases for the three months ended March 31, 2007 and 2006, respectively.     
Accounts payables to these subcontractors/suppliers amounted to $1,260,133 and  
$2,574,122 at March 31, 2007 and 2006, respectively.                            

The Company's operations are carried out in the People's Republic of China.     
Accordingly, the Company's business, financial condition and results of         
operations may be influenced by the political, economic and legal environments  
in the People's Republic of China, by the general state of the People's Republic
of China's economy. The Company's business may be influenced by changes in      
governmental policies with respect to laws and regulations, anti-inflationary   
measures, currency conversion and remittance abroad, and rates and methods of   
taxation, among other things.                                                   

Cash and concentration of risk                                                  

Cash includes cash on hand and demand deposits in accounts maintained with      
state-owned banks within the PRC. Total cash in state-owned banks at March 31,  
2007 and December 31, 2006 amounted to $233,483 and $353,762, respectively, of  
which no deposits are covered by insurance. The Company has not experienced any 
losses in such accounts and believes it is not exposed to any risks on its cash 
in bank accounts.                                                               

Restricted cash                                                                 

The bank grants mortgage loans to home purchasers and will credit these amounts 
to the Company's bank account once title passes. If the houses are not completed
and the new home owners have no ownership documents to secure the loan, the bank
will deduct 10% of the home owner's loan from the Company's bank account and    
transfer that amount to a designated bank account classified on the balance     
sheet as restricted cash. Interest earned on the restricted cash is credited to 
the Company's normal bank account. The bank will release the restricted cash    
after home purchasers have obtained the ownership documents to secure the       
mortgage loan. Total restricted cash amounted to $1,222,618 and $1,108,271 as of
March 31, 2007 and December 31, 2006, respectively.                             

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007
 (UNAUDITED)

Accounts receivable-trade                                                       

Accounts receivable-trade consists of balances due from customers for the sale  
of residential and commercial units in the PRC. The Company provides an         
allowance for doubtful accounts equal to the estimated uncollectible amounts.   
The Company's estimated uncollectible amounts are based on historical collection
experience and a review of the current status of trade accounts receivable. It  
is reasonably possible that the Company's estimate of the allowance for doubtful
accounts will change. Accounts receivable are presented net of an allowance for 
doubtful accounts of $2,618,833 and $3,070,516 at March 31, 2007 and December   
31, 2006, respectively.                                                         

Notes receivable                                                                

The Company finances sales to certain new home owners. Financing agreements are 
signed and the loans are due in 1 to 3 years. The loans are non-interest        
bearing, therefore the Company has calculated imputed interest and discounted   
the carrying amount of notes receivable. Notes receivable are presented net of  
unamortized interest and allowance for doubtful accounts.                       

                                   March 31, 2007    December 31, 2006
                                   --------------    -----------------
               (Unaudited)
              --------------
Notes receivable                        $    2,290,142     $    2,290,378       
Less: unamortized interest                     (32,139)           (34,710)      
Less: allowance for doubtful accounts         (129,699)          (128,397)      
                                 --------------     --------------
Notes receivable, net                   $    2,128,304     $    2,127,271       
                                 ==============     ==============

Other receivables                                                               

Other receivables consist of various cash advances to unrelated companies and   
individuals which the management of the Company have business relationships.    
These amounts are not related to operations of the Company, are unsecured,      
non-interest bearing and generally are short term in nature. The balances of    
other receivables were $1,291,299 and $1,282,831 as of March 31, 2007 and       
December 31, 2006, respectively. Other receivables are reviewed annually as to  
whether their carrying value has become impaired. The Company has established an
allowance for doubtful accounts of $304,981 and $301,920 as of March 31, 2007   
and December 31, 2006, respectively                                             

Advances to suppliers                                                           

Advances to suppliers consist of amounts paid in advance to contractors and     
vendors for services and materials that have not been performed or received and 
generally relate to the development and construction of residential units in the
PRC. Advances amounted to $5,247,003 and $493,570 as of March 31, 2007 and      
December 31, 2006, respectively.                                                

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007
 (UNAUDITED)

Real estate inventory (Inventory or Inventories)                                

Real estate inventories represent real estate held for development or sale and  
consist of residential and commercial units under construction and units        
completed. Inventories are stated at the lower of cost or net realizable value. 
If the inventory is determined to be impaired, it will be written down to its   
fair market value. Inventory costs include land use right, land development and 
home construction costs, engineering costs, insurance costs, wages, real estate 
taxes, and interest related to development and construction. All costs are      
accumulated by specific projects and allocated to residential and commercial    
units within the respective projects. The Company leases the land for the       
residential unit sites under land use rights with various terms from the        
government of the PRC. The Company evaluates the carrying value for impairment  
based on the undiscounted future cash flows of the assets. Write-downs of       
inventory deemed to be impaired would be recorded as adjustments to the cost    
basis. No Impairment loss was incurred or recorded for the three months ended   
March 31, 2007 and 2006.                                                        

No depreciation is provided for construction in progress. Construction overhead 
and selling expenses are expensed as incurred.                                  

Property and equipment                                                          

Property and equipment are recorded at cost. Depreciation is computed using the 
straight-line method over the estimated useful lives of the assets. Depreciation
expense for the three months ended March 31, 2007 and 2006 amounted to $169,861 
and $31,554, respectively. Estimated useful lives of the assets are as follows: 

                                                           Estimated Useful Life
                                                           ---------------------
Buildings                                                  30 years             
Vehicles                                                   6 years              
Electronic equipment                                       5 years              
Office furniture                                           5 years              

Maintenance, repairs and minor renewals are charged directly to expenses as     
incurred. Major additions and betterment to property and equipment are          
capitalized.                                                                    

Long-lived assets                                                               

Effective January 1, 2002, the Company adopted Statement of Financial Accounting
Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived     
Assets" ("SFAS 144"), which addresses financial accounting and reporting for the
impairment or disposal of long-lived assets and supersedes SFAS No. 121,        
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of," and the accounting and reporting provisions of APB Opinion No. 
30, "Reporting the Results of Operations for a Disposal of a Segment of a       
Business." The Company periodically evaluates the carrying value of long-lived  
assets to be held and used in accordance with SFAS 144. SFAS 144 requires       
impairment losses to be recorded on long-lived assets used in operations when   
indicators of impairment are present and the undiscounted cash flows estimated  
to be generated by those assets are less than the assets' carrying amounts. In  
that event, a loss is recognized based on the amount by which the carrying      
amount exceeds the fair market value of the long-lived assets. Loss on          
long-lived assets to be disposed of is determined in a similar manner, except   
that fair market values are reduced for the cost of disposal. Based on its      
review, the Company believes there were no impairment of its long-lived assets  
as of March 31, 2007.                                                           

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007
 (UNAUDITED)

Fair value of financial instruments                                             

Statement of Financial Accounting Standards No. 107, "Disclosures About Fair    
Value of Financial Instruments" requires disclosure of the fair value of        
financial instruments held by the Company. SFAS 107 defines the fair value of   
financial instruments as the amount at which the instrument could be exchanged  
in a current transaction between willing parties. The Company considers the     
carrying amount of cash, accounts receivable, other receivables, accounts       
payable, accrued liabilities and other payables to approximate their fair values
because of the short period of time between the origination of such instruments 
and their expected realization and their current market rate of interest.       
Management believes the interest rate on notes reflect rates currently          
available. Thus, the carrying value of loans payable approximates fair value.   

Advances from customers                                                         

Advances from customers represent prepayments by customers for home purchases.  
The Company records these prepayments as advances from customers when the       
payments are received. Advances from customers amounted to $2,015,250 and       
$2,902,426 at March 31, 2007 and December 31, 2006, respectively.               

Accounts payable                                                                

Accounts payable consists of balances due to subcontractors and suppliers.      
Accounts payable amounted to $5,550,820 and $5,324,815 at March 31, 2007 and    
December 31, 2006, respectively.                                                

Other payables                                                                  

Other payables consist of various cash advances from unrelated companies and    
individuals which management of the Company have business relationships. These  
amounts are not related to operations of the Company, are unsecured,            
non-interest bearing and generally are short term in nature. Other payables     
amounted to $1,857,590 and $2,572,838 as of March 31, 2007 and December 31,     
2006, repectively.                                                              

Advertising costs                                                               

Advertising and sales promotion costs are expensed as incurred. Advertising     
expense totaled $62,891 and $163,033 for the three months ended March 31, 2007  
and 2006 respectively.                                                          

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007
 (UNAUDITED)

Warranty costs                                                                  

Generally, the Company provides all of its customers with a limited (half a year
to 5 years) warranty period for defective workmanship.                          

The Company accrues estimated warranty costs into the cost of its homes as a    
liability after each project is closed based on the Company's historical        
experience, which normally is less than 0.2% of total cost of the project. Any  
excess amounts are expensed in the period when they occur. Many of the items    
relating to workmanship are completed by the existing labor force utilized to   
construct other new houses and are therefore already factored into the labor and
overhead costs of another project. Any significant material defects are         
generally under warranty with the Company's suppliers. Currently, the Company   
retains 5% of the total construction contract from the construction contractors 
for a period of one year after the completion of the construction. Such         
retention amounts will be used to pay for any repair expense incurred due to    
defects in the construction. The Company has not historically incurred any      
significant litigation requiring additional specific reserves for its product   
offerings. As of March 31, 2007 and December 31,2006, the Company has accrued   
$68,682 as warranty costs.                                                      

Income taxes                                                                    

The Company utilizes SFAS No. 109, "Accounting for Income Taxes," which requires
the recognition of deferred tax assets and liabilities for the expected future  
tax consequences of events that have been included in the financial statements  
or tax returns. Under this method, deferred income taxes are recognized for the 
tax consequences in future years of differences between the tax bases of assets 
and liabilities and their financial reporting amounts at each period end based  
on enacted tax laws and statutory tax rates applicable to the periods in which  
the differences are expected to affect taxable income. Valuation allowances are 
established, when necessary, to reduce deferred tax assets to the amount        
expected to be realized. At March 31, 2007 and 2006, there was no significant   
book to tax differences                                                         

The Company adopted FASB Interpretation 48, "Accounting for Uncertainty in      
Income Taxes" ("FIN 48"), as of January 1, 2007. A tax position is recognized as
a benefit only if it is "more likely than not" that the tax position would be   
sustained in a tax examination, with a tax examination being presumed to occur. 
The amount recognized is the largest amount of tax benefit that is greater than 
50% likely of being realized on examination. For tax positions not meeting the  
"more likely than not" test, no tax benefit is recorded. The adoption had no    
affect on the Company's financial statements.                                   

Local PRC income tax                                                            

The Company is governed by the Income Tax Law of the PRC concerning Chinese     
registered limited liability companies. Under the Income Tax Laws of the PRC,   
Chinese enterprises are generally subject to an income tax at an effective rate 
of 33% (30% state income taxes plus 3% local income taxes) on income reported in
the statutory financial statements after appropriate tax adjustments, unless the
enterprise is located in a specially designated region for which more favorable 
effective tax rates are applicable. The provision for income taxes at March 31  
consisted of the following:                                                     

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007
 (UNAUDITED)

                                                      2007            2006
                                                     -----------     -----------
                                                     (Unaudited)     (Unaudited)
                                                     -----------     -----------
Provision for China income and local tax             $   413,663     $ 1,553,878
Deferred taxes                                                --              --
                                                     -----------     -----------
   Total provision for income taxes                  $   413,663     $ 1,553,878
                                                     ===========     ===========

The following table reconciles the U.S. statutory rates to the Company's        
effective tax rate at March 31,                                                 

                                                  2007            2006
                                                 -----------     -----------
U.S. statutory rates                                      34.0%           34.0% 
Foreign income not recognized in USA                     (34.0)          (34.0) 
China income taxes                                        33.0            33.0  
                                                 -----------     -----------
  Totals                                                 33.0%           33.0%
                                                 ===========     ===========

Beginning January 1, 2008, the new Enterprise Income Tax ("EIT") law will       
replace the existing laws for Domestic Enterprises ("DES") and Foreign Invested 
Enterprises ("FIEs"). The new standard EIT rate of 25% will replace the 33% rate
currently applicable to both DES and FIEs. The two years tax exemption, three   
years 50% tax reduction tax holiday for production-oriented FIEs will be        
eliminated. The Company is currently evaluating the effect of the new EIT law   
will have on its financial position.                                            

Sales and additional taxes                                                      

In June 2006, the Emerging Issues Task Force (EITF) reached a consensus on EITF 
No. 06-3, How Taxes Collected from Customers and Remitted to Governmental       
Authorities Should Be Presented in the Income Statement (EITF No. 06-3). EITF   
No. 06-3 permits that such taxes may be presented on either a gross basis or a  
net basis as long as that presentation is used consistently. The adoption of    
EITF No. 06-3 on January 1, 2007 did not impact our consolidated financial      
statements. We present the taxes within the scope of EITF No. 06-3 on a net     
basis.                                                                          

All sales recognized are subject to sales and additional taxes of 5.61% and are 
payable to local government. This amount is included in cost of properties sold.
Sales and additional taxes incurred for the three months ended March 31, 2007   
and 2006 were $451,357 and $952,480, respectively.                              

Basic and diluted earning per share                                             

Earning per share is calculated in accordance with the Statement of Financial   
Accounting Standards No. 128 ("SFAS No. 128"), "Earnings per share". SFAS No.   
128 superseded Accounting Principles Board Opinion No.15 (APB 15). Net earning  
per share for all periods presented has been restated to reflect the adoption of
SFAS No. 128. Basic net earning per share is based upon the weighted average    
number of common shares outstanding. Diluted net earning per share is based on  
the assumption that all dilutive convertible shares and stock options were      
converted or exercised. Dilution is computed by applying the treasury stock     
method.                                                                         

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007
 (UNAUDITED)

Under this method, options and warrants are assumed to be exercised at the      
beginning of the period (or at the time of issuance, if later), and as if funds 
obtained thereby were used to purchase common stock at the average market price 
during the period.                                                              

At March 31, 2007, the Company had 309,612 outstanding warrants. The average    
stock price for the three months ended March 31, 2007 was less than the exercise
price of the warrants; therefore, the warrants are not factored into the diluted
earning per share calculation as they are anti-dilutive.                        

Stock-based compensation                                                        

The Company records stock-based compensation pursuant to Statement of Financial 
Accounting Standards No. 123 (revised 2004), "Share-Based Payments,"            
("FAS123R"), which established standards for the accounting for transactions in 
which an entity exchange its equity instruments for goods or services. This     
statement requires companies to measure the cost of services received in        
exchange for an award of equity instruments based on the grant-date fair value  
of the award. The cost will be recognized over the period of services rendered. 

Comprehensive income                                                            

Comprehensive income consists of net income and foreign currency translation    
gains and losses affecting shareholders' equity that, under generally accepted  
accounting principles, are excluded from net income. Gain on foreign exchange   
translation totaled $253,357 and $98,750 for the three months ended March 31,   
2007 and 2006, respectively.                                                    

Statement of cash flows                                                         

In accordance with Statement of Financial Accounting Standards No. 95,          
"Statement of Cash Flows," cash flows from the Company's operations is          
calculated based upon the local currencies. As a result, amounts related to     
assets and liabilities reported on the statement of cash flows will not         
necessarily agree with changes in the corresponding balances on the balance     
sheet.                                                                          

Recent pronouncements                                                           

In September 2006, FASB issued SFAS 157 'Fair Value Measurements'. This         
Statement defines fair value, establishes a framework for measuring fair value  
in generally accepted accounting principles (GAAP), and expands disclosures     
about fair value measurements. This Statement applies under other accounting    
pronouncements that require or permit fair value measurements, the Board having 
previously concluded in those accounting pronouncements that fair value is the  
relevant measurement attribute. Accordingly, this Statement does not require any
new fair value measurements. However, for some entities, the application of this
Statement will change current practice. This Statement is effective for         
financial statements issued for fiscal years beginning after November 15, 2007, 
and interim periods within those fiscal years. The management is currently      
evaluating the effect of this pronouncement on its financial statements.        

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007
 (UNAUDITED)

In February 2007, the Financial Accounting Standards Board ("FASB") issued      
Statement of Financial Accounting Standards ("SFAS") No. 159, The Fair Value    
Option for Financial Assets and Financials Liabilities -- Including an Amendment
of FASB Statement No. 115. This standard permits measurement of certain         
financial assets and financial liabilities at fair value. If the fair value     
option is elected, the unrealized gains and losses are reported in earnings at  
each reporting date. Generally, the fair value option may be elected on an      
instrument-by-instrument basis, as long as it is applied to the instrument in   
its entirety. The fair value option election is irrevocable, unless a new       
election date occurs. SFAS No. 159 requires prospective application and also    
establishes certain additional presentation and disclosure requirements. The    
standard is effective as of the beginning of the fiscal year that begins after  
November 15, 2007. The Company is currently evaluating the provisions of SFAS   
No. 159 to determine the potential impact, if any, the adoption will have on the
Company's financial statements.                                                 

Note 4 - Supplemental disclosure of cash flow information                       

Income taxes paid amounted to $0 and $1,553,878 for the three months ended March
31, 2007 and 2006, respectively. Interest paid for the three months ended March 
31, 2007 and 2006 amounted to $531,103 and $706,649, respectively.              

Noncash financing transactions included 60,000 shares of common stock issued to 
an investor relations company in consideration of a one year consulting service 
valued at $131,400.                                                             

Note 5 - Real estate inventories                                                

The following summarizes the components of real estate inventories as of March  
31, 2007 and December 31, 2006:                                                 

                                                                [Download Table]

                                                March 31, 2007  December 31, 2006
                                                --------------  -----------------
                                                 (Unaudited)                     
                                                --------------                   
                                                                                 
Finished projects                               $   31,788,383   $   37,247,436  
Construction in progress                            10,549,075        9,730,650  
                                                --------------   --------------  
Total real estate held for development or sale  $   42,337,458   $   46,978,086  
                                                ==============   ==============  

Note 6 - Receivables, deferred charges and other assets                         

Receivables, deferred charges and other assets consist of the following as of   
March 31, 2007 and December 31, 2006:                                           

                                                                [Download Table]

                                                March 31, 2007   December 31, 2006
                                                --------------   -----------------
                                                 (Unaudited)                      
                                                --------------                    
                                                                                  
Other receivable                                $    1,291,299     $  1,282,831   
  Allowance for doubtful Accounts                     (304,981)        (301,920)  
Prepaid expenses                                       154,389            5,128   
                                                --------------     ------------   
Receivables, deferred charges and other assets  $    1,140,707     $    986,039   
                                                ==============     ============   

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007
 (UNAUDITED)

Note 7 - Property and equipment, net                                            

Property and equipment consist of the following as of March 31, 2007 and        
December 31, 2006:                                                              

                                                                [Download Table]

                              March 31, 2007   December 31, 2006
                              --------------   -----------------
                                (Unaudited)                     
                              --------------                    
                                                                
Buildings and improvements    $   18,440,651    $   18,255,045  
Machinery and equipment              119,693           117,081  
Transportation equipment              50,171            55,598  
Furniture and fixture                 96,469            95,519  
                              --------------    --------------  
 Totals                           18,706,984        18,523,243  
Accumulated depreciation            (997,990)         (821,347) 
                              --------------    --------------  
 Property and equipment, net  $   17,708,994    $   17,701,896  
                              ==============    ==============  

Note 8 - Accounts receivable                                                    

Accounts receivable consist of the following as of March 31, 2007 and December  
31, 2006:                                                                       

                                                                [Download Table]

                          March 31, 2007  December 31, 2006
                          --------------  -----------------
                           (Unaudited)                     
                          -------------                    
                                                           
Accounts receivable       $   2,698,253    $   3,149,634   
 Allowance for doubtful                                    
 accounts                       (79,920)         (79,118)  
                          -------------    -------------   
Accounts receivable, net  $   2,618,333    $   3,070,516   
                          =============    =============   

Note 9 - Loans from employees                                                   

The Company has borrowed monies from certain employees to fund the Company's    
construction projects. The loans bear interest ranging from 7% to 12% and the   
principal matures within one to three years. Loans from employees amounted to   
$1,441,142 and $1,037,842 as of March 31, 2007 and December 31, 2006,           
respectively.                                                                   

Note 10 - Loans payable                                                         

Loans payable represent amounts due to various banks and are due on demand or   
normally within one year. These loans generally can be renewed with the banks   
when expired. Loans payable consisted of the following as of March 31, 2007 and 
December 31, 2006:                                                              

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007
 (UNAUDITED)

                                                                [Download Table]

                                                   March 31, 2007  December 31, 2006
                                                   --------------  -----------------
                                                    (Unaudited)                     
                                                   --------------                   
                                                                                    
Commercial Bank Weilai Branch                                                       
   due August 7, 2007, annual interest rate is                                      
   at 9.945%, secured by the Company's                                              
   Xin Xin Gangwan, Xin Xin Tower and                                               
   Ming Yuan Projects                              $    5,180,000    $    5,128,000 

Shannxi International Trust  Investment Co.,                                        
   due on demand,  annual interest is at 10.80%,                                    
   secured by 14 units of the Company's                                             
   Xin Xin In House and Harbor projects                 2,201,502         2,564,000 

Shannxi International Trust  Investment Co.,                                        
   due September 20, 2007, annual interest is at                                    
   10.80%, secured by six commercial units of                                       
   the Company's Jun Jin Yuan project                     508,935           503,826 

Merchant bank Xi'an high and new technology                                         
   development zone branch, due June 27, 2007                                       
   annual interest is at 19.20%, secured by the                                     
   Company's Jun Jin Yuan project                         407,925           403,830 

Construction Bank Zhuque Road Branch,                                               
   due May 6, 2007, annual interest is at 6.21%,                                    
   secured by the Company's Jun Jin Yuan project        3,501,684         4,107,528 

Construction Bank Zhuque Road Branch,                                               
   due July 6, 2007, annual interest is at 6.91%,                                   
   secured by the Company's Jun Jin Yuan project        2,680,653         2,564,000 

Commercial Bank Weilai Branch,                                                      
   due December 31, 2007, annual interest is at                                     
   9.79%, secured by the Company's 24G project          6,345,506         6,410,000 

Various loans on demand,                                                            
   to unrelated parties, at various interest rate       1,800,124         1,525,668 

                                                   --------------    -------------- 
      Total                                        $   22,626,329    $   23,206,852 
                                                   ==============    ============== 

All loans were borrowed for construction projects. Interest paid                
was capitalized during the periods of construction and allocated to various     
construction projects. When the projects are completed, interest incurred from  
these loans is expensed.                                                        

Note 11 - Shareholders' equity                                                  

Common stock                                                                    

On June 28, 2006, the Company entered into securities purchase agreements with  
accredited investors and completed the sale of $1,075,000 of the Company's      
common stock and common stock purchase warrants. The securities sold were an    
aggregate of 330,769 shares of common stock and 99,231 warrants. Each warrant is
exercisable for a period of three years at an exercise price of $3.60 per share.
Pursuant to the terms of the warrant, each investor has contractually agreed to 
restrict its ability to exercise the warrants to an amount which would not      
exceed the difference between the number of shares of common stock beneficially 
owned by the holder or issuable upon exercise of the warrant held by such holder
and 9.9% of the outstanding shares of common stock of the Company. New York     
Global Securities, Inc. acted as the placement agent of the transaction. See    
note 15 for the effect of anti-dilution provisions which was triggered as a     
result of the May 7, 2007 equity offering.                                      

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007
 (UNAUDITED)

In connection with the offering, the Company paid a placement fee of 10% of the 
proceeds in cash, together with other expenses in the amount of 3% of the       
proceeds, in cash. In addition, the placement agent was issued warrants to      
purchase 66,154 shares of common stock on the same terms and conditions as the  
investors.                                                                      

On July 7, 2006, the Company entered into securities purchase agreements with   
accredited investors and completed the sale of $124,975 of the Company's common 
stock and common stock purchase warrants. The securities sold were an aggregate 
of 38,454 shares of common stock and 11,536 warrants. Each warrant is           
exercisable for a period of three years at an exercise price of $3.60 per share.
Pursuant to the terms of the warrant, each investor has contractually agreed to 
restrict its ability to exercise the warrants to an amount which would not      
exceed the difference between the number of shares of common stock beneficially 
owned by the holder or issuable upon exercise of the warrant held by such holder
and 9.9% of the outstanding shares of common stock of the Company. New York     
Global Securities, Inc. acted as the placement agent of the transaction. See    
note 15 for the effect of anti-dilution provisions which was triggered as a     
result of the May 7, 2007 equity offering.                                      

In connection with the offering, the Company paid a placement fee of 10% of the 
proceeds in cash, together with other expenses in the amount of 3% of the       
proceeds, in cash. In addition, the placement agent was issued warrants to      
purchases 7,691 shares of common stock on the same terms and conditions as the  
investors.                                                                      

On August 21, 2006, the Company entered into securities purchase agreements with
accredited investors and completed the sale of $812,500 of the Company's common 
stock and common stock purchase warrants. The securities sold were an aggregate 
of 250,000 shares of common stock and 75,000 warrants. Each warrant is          
exercisable for a period of three years at an exercise price of $3.60 per share.
Pursuant to the terms of the warrant, each investor has contractually agreed to 
restrict its ability to exercise the warrants to an amount which would not      
exceed the difference between the number of shares of common stock beneficially 
owned by the holder or issuable upon exercise of the warrant held by such holder
and 9.9% of the outstanding shares of common stock of the Company. New York     
Global Securities, Inc. acted as the placement agent of the transaction. See    
note 15 for the effect of anti-dilution provisions which was triggered as a     
result of the May 7, 2007 equity offering.                                      

The Company has filed the registration statement registering the resale of      
shares of the Company's Common Stock and those issuable upon exercise of the    
Warrants on August 21, 2006 and the registration statement was effective on     
September 14, 2006.                                                             

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007
 (UNAUDITED)

In connection with the offering, the Company paid a placement fee of 10% of the 
proceeds in cash, together with non-accountable expenses in the amount of 3% of 
the proceeds, in cash. In addition, the placement agent was issued warrants to  
purchase 50,000 shares of common stock on the same terms and conditions as the  
investors.                                                                      

On January 15, 2007, the Company issued 60,000 shares of common stock to an     
investor relations company in consideration for one year of consulting service  
through December 31, 2007. The 60,000 shares of common stock have been recorded 
at $2.19 per share or $131,400 based on the trading price of the shares at      
January 12, 2007.                                                               

Warrants                                                                        

Following is a summary of the warrant activity:                                 

                                Weighted
                                 Average
                                    Warrants     Exercise        Aggregate
                                      outstanding     Price      Intrinsic Value
                                      -----------     -----      ---------------
Outstanding, December 31, 2006                 --    $    --             --     
Granted                                   309,612       3.60                    
Forfeited                                      --         --                    
Exercised                                      --         --                    
          --------
Outstanding, March 31, 2007               309,612    $  3.60       $     --     
          ========

Following is a summary of the status of warrants outstanding at March 31, 2007: 

Outstanding Warrants                    Exercisable Warrants                    
--------------------                    --------------------                    

Average                               
Exercise             Remaining                                                  
Price      Number    Contractual Life   Average Price    Number                 
--------   -------   ----------------   --------------   -------                

$3.60      309,612   2.31               $3.60            309,612                

Statutory reserves                                                              

In accordance with the laws and regulations of the PRC, a wholly-owned Foreign  
Invested Enterprises' income, after the payment of the PRC income taxes, shall  
be allocated to the statutory surplus reserves, the proportion of allocation for
reserve funds is no less than 10 percent of the profit after tax until the      
accumulated amount of allocation for statutory surplus reserve funds reaches 50 
percent of the registered capital. Statutory reserves represent restricted      
retained earnings.                                                              

Statutory surplus reserves are to be utilized to offset prior years' losses, or 
to increase its share capital. When the statutory surplus reserve fund of a     
limited liability company converts its surplus reserves to capital in accordance
with a shareholders' resolution, the company will either distribute new shares  
in proportion to the number of shares held by the each shareholder, or increase 
the par value of each share. Except for the reduction of losses incurred, any   
other usage should not result in this reserve balance falling below 25% of the  
registered capital.                                                             

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007
 (UNAUDITED)

Pursuant to the board of directors' resolution, the Company transferred 10% of  
its net income, as determined in accordance with the PRC accounting rules and   
regulations, to a statutory surplus reserve fund until such reserve balance     
reaches 50% of the Company's registered capital.                                

The transfer to this reserve must be made before distributions of any dividends 
to shareholders. For the three months ended March 31, 2007 and 2006, the Company
appropriated $83,986 and $321,840, respectively to this surplus reserve.        

Note 12 - Employee welfare plan                                                 

Regulations in the PRC require the Company to contribute to a defined           
contribution retirement plan for all permanent employees. The Company           
established a retirement pension insurance, unemployment insurance, health      
insurance and house accumulation fund for the employees during the term they are
employed. The amount contributed to the fund is based on a certain % on the base
salaries set forth by the provincial and city government. For the months ended  
March 31, 2007 and 2006, the Company made contributions in the amount of $6,218.
and $17,079, respectively.                                                      

Note 13 - Earnings per share                                                    

Earnings per share for three months ended March 31, 2007 and 2006 were          
determined by dividing net income for the periods by the weighted average number
of both basic and diluted shares of common stock and common stock equivalents   
outstanding. There were no common stock equivalents that were dilutive during   
the three months ended March 31, 2007 and 2006; accordingly, basic and diluted  
earning per share were the same for all periods presented.                      

Note 14 - Commitments and contingencies                                         

The Company leases part of its office space under long-term, non-cancelable     
operating lease agreements. The leases expire on 12/31/2008.                    

The following is a schedule of future minimum rental payments required under the
operating lease agreements:                                                     

Year ending         Office                
March 31          Lease             
    ----------
2007        $  67,585       
2008           67,585       
    ----------
       135,170
    ==========

Rental expense for the three months ended March 31, 2007 and 2006 amounted to   
$16,896 and $18,988, respectively.                                              

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 CHINA HOUSING & LAND DEVELOPMENT INC. AND SUBSIDARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007
 (UNAUDITED)

Note 15 - Subsequent events                                                     

On May 7, 2007, China Housing & Land Development Inc. (the "Company"), entered  
into securities purchase agreements with accredited investors, and on May 9,    
2007 (the "Closing Date"), the Company completed the sale of $25,006,978 of     
common stock of the Company ("Common Stock") and common stock purchase warrants 
(the "Warrants"). The securities sold were an aggregate of 9,261,847 shares of  
Common Stock and 2,778,554 Warrants. Each Warrant is exercisable for a period of
five (5) years at an exercise price of $4.50 per share. Cantor Fitzgerald & Co. 
acted as the placement agent of the transaction. All of these securities were   
sold pursuant to the exemption provided by Section 4(2) under the Securities Act
for a transaction not involving a public offering, and Regulation D promulgated 
thereunder. After completion of the May 7, 2007 agreement, and according to     
Section 4.8, Anti-Dilute of the Share Purchase Agreements dated June 28, 2006,  
July 7, 2006 and August 21, 2006, the Company is required to issue and register 
126,138 shares common stock and 27,364 warrants; additionally, the Company is   
required to reduce the exercise price of the warrant from $3.60 to $3.31.       

I-20  

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘424B3’ Filing		Date		First		Last			Other Filings
		12/20/09		21
		1/30/09		18		71
		12/15/08		59
		1/1/08		78
		12/31/07		30		84			10-K,  10-K/A
		11/15/07		58		80
		9/20/07		30		82
		8/7/07		30		82			PRE 14C
Filed on:		7/9/07
		7/6/07		30		82
		6/27/07		30		82
		6/22/07		24		40			SB-2
		6/18/07		1
		6/16/07		59
		6/15/07		59
		5/9/07		5		86			8-K
		5/7/07		5		86
		5/6/07		30		82
		3/31/07		3		86			10QSB,  10QSB/A
		3/26/07		43
		3/9/07		18		71			8-K
		1/15/07		84
		1/12/07		84
		1/1/07		77		78
		12/31/06		27		84			10KSB
		12/29/06		41					4,  8-K
		12/20/06		21
		12/15/06		59
		12/1/06		32
		9/20/06		41
		9/15/06		57		58
		9/14/06		83
		8/21/06		5		86			8-K
		7/7/06		4		86			8-K
		6/30/06		41					10QSB
		6/28/06		4		86			8-K,  8-K/A
		5/6/06		49		70
		5/5/06		40		70
		5/4/06		18		27
		4/21/06		3		70			3,  8-K,  8-K/A
		3/31/06		27		85			10QSB,  10QSB/A
		2/23/06		43		44
		12/31/05		29		65			10KSB
		9/30/05		41					10QSB
		6/30/05		41					10QSB
		12/31/04		41
		7/6/04		3		70
		12/31/03		41
		3/28/02		49		70
		1/1/02		54		75
		9/7/99		49		70
									List all Filings