UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q/A-1

[X]       QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES  
  EXCHANGE ACT OF 1934  
  FOR THE QUARTERLY PERIOD ENDED FEBRUARY 29, 2008  
 
OR    
 
[   ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  
  EXCHANGE ACT OF 1934  

Commission file number 333-147493

CHINA SOARING INC.
(Exact name of registrant as specified in its charter)

NEVADA
(State or other jurisdiction of incorporation or organization)

Zhao Bei Shao Qu
Zhao Shang Lu
Building 32, Room 601
Shenzhen, Shekou, China 518067
(Address of principal executive offices, including zip code.)

(86) 135-101-99293
(telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days.
YES [X]    NO [   ]

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

Large accelerated filer    [   ]   Accelerated filer     [   ]  
Non-accelerated filer    [   ]   Smaller reporting company   [X]  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [X]    NO [   ]

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 13,000,000 as of April 14, 2008
 

ITEM 6.      EXHIBITS.

     The following documents are included herein:

Exhibit No.      Document Description  
 
31.1   Certification of Principal Executive Officer and Principal Financial Officer pursuant to  
  Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of  
  1934, as amended.  
 
32.1   Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of  
  the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer).  

 

 

 

 

 

 

 

 

 

 

 

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SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, this amended report has been signed below by the following person on behalf of the Registrant and in the capacities on this 13 th day of September, 2008.

CHINA SOARING INC.  
(Registrant)  
 
BY:     PAUL F. MANNING  
  Paul F. Manning  
  President, Principal Executive Officer,  
  Secretary/Treasurer, Principal Financial Officer,  
  Principal Accounting Officer and a member of the  
  Board of Director  

 

 

 

 

 

 

 

 

 

 

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EXHIBIT INDEX

Exhibit No.     Document Description  
 
31.1   Certification of Principal Executive Officer and Principal Financial Officer pursuant to  
  Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of  
  1934, as amended.  
 
32.1   Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of  
  the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer).  

 

 

 

 

 

 

 

 

 

 

 

 

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Exhibit 31.1

SARBANES-OXLEY SECTION 302(a) CERTIFICATION

I, Paul F. Manning, certify that:

1.      

I have reviewed this Form 10-Q/A-1 for the period ending February 29, 2008 of China Soaring Inc.;

 
2.      

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 
3.      

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 
4.      

I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 
  a.      

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 
  b.      

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial rep orting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 
  c.      

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 
  d.      

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

 
5.      

I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 
  a.      

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 
  b.      

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 
Date:   September 13, 2008   PAUL F. MANNING  
    Paul F. Manning  
    President, Principal Executive Officer and Principal  
    Financial Officer  

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. Section 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 

      In connection with the Quarterly Report of CHINA SOARING INC. (the "Company") on Form 10-Q/A-1 for the period ended February 29, 2008, as filed with the Securities and Exchange Commission on the date here of (the "report"), I, Paul F. Manning, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

      (1)      

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 
(2)      

The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

     Dated this 13 th day of September, 2008.

PAUL F. MANNING  
Paul F. Manning  
Chief Executive Officer and Chief Financial Officer