Nevada
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1311
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87-0638750
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(State
or other jurisdiction of
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(Primary
Standard Industrial
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(I.R.S.
Employer
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incorporation
or organization)
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Classification
Code Number)
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Identification
Number)
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Large
accelerated filer o
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Accelerated
filer box. o
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Non-accelerated
filer o
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Smaller
reporting company x
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Exhibit
No.
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Description
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2.1
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Distribution
Agreement between Draco Holding Corporation and Jump’n Jax, dated April
30, 2004, is incorporated herein by reference from Registrant’s Current
Report on Form 8-K filed with the SEC on May 14, 2004.
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2.2
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Agreement
for Share Exchange dated as of March 29, 2004, by and among Draco
Holding
Corp., Hong Xiang Petroleum International Holdings, Ltd., and the
shareholders of Hong Xiang is incorporated herein by reference from
Registrant’s Current Report on Form 8-K filed with the SEC on March 30,
2004.
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3.1
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Articles
of Incorporation are incorporated herein by reference from Registrant’s
Annual Report on Form 10-KSB filed with the SEC on March 28, 2001.
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3.2
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By-laws
are incorporated herein by reference from Registrant’s Annual Report on
Form 10-KSB filed with the SEC on March 28, 2001.
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3.3
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Certificate
of Amendments to Articles of Incorporation is incorporated herein
by
reference from Registrant’s Information Statement on Form 14C filed with
the SEC on May 26, 2004.
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4.1
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2006
Stock Option/Stock Issuance Plan is incorporated herein by reference
from
Registrant’s Registration Statement on Form S-8 filed with the SEC on
February 27, 2006.
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4.2
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8%
Secured Debenture issued to Lotusbox Investments Limited is incorporated
herein by reference from Registrant’s Current Report on Form 8-K filed
with the SEC on March 3, 2008.
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4.3
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Form
of Series A and C Common Stock Warrant is incorporated herein by
reference
from Registrant’s Current Report on Form 8-K filed with the SEC on March
3, 2008.
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4.4
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Form
of Series B Common Stock Warrant is incorporated herein by reference
from
Registrant’s Current Report on Form 8-K filed with the SEC on March 3,
2008.
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5.1
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Opinion
of Crone Rozynko, LLP.
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10.1
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Loan
Contract between Song Yuan City Yu Qiao Qian’an Hong Xiang Oil and Gas
Development Limited Company and Song Yuan City Wu Lan Da Jie Cheng
Shi Xin
Yong She is incorporated herein by reference from Registrant’s Quarterly
Report on Form 10-QSB filed with the SEC on November 23, 2005. (Translated
from the original Mandarin)
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10.2
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Loan
Contract between Song Yuan City Yu Qiao Qian’an Hong Xiang Oil and Gas
Development Limited Company and Song Yuan City Wu Lan Da Jie Cheng
Shi Xin
Yong She is incorporated herein by reference from Registrant’s Quarterly
Report on Form 10-QSB filed with the SEC on November 23, 2005. (Translated
from the original Mandarin)
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10.3
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Warranty
Deed between Lien holder: Song Yuan City Wu Lan Da Jie Cheng Shi
Xin Yong
She and Mortgager: Wang Hongjun, Sun Jishuang is incorporated herein
by
reference from Registrant’s Quarterly Report on Form 10-QSB filed with the
SEC on November 23, 2005. (Translated from the original Mandarin)
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10.4
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Guarantee
Contract between Creditor: Song Yuan City Wu Lan Da Jie Cheng Shi
Xin Yong
She and Assurer: Songyuan City Hongxiang Petroleum Technical Services
Co.,
Ltd is incorporated herein by reference from Registrant’s Quarterly Report
on Form 10-QSB filed with the SEC on November 23, 2005. (Translated
from
the original Mandarin)
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10.5
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Qian-112
Oilfield Cooperative Development Contract among PetroChina Oil and
Gas
Company Limited, Jilin Oil Field Branch Company; Song Yuan City Yu
Qiao
Oil and Gas Development Company Limited, dated as of May 28, 2003
is
incorporated by reference from Registrant’s annual report on Form 10-KSB
filed with the SEC on April 17, 2006.
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10.6
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Joint
Venture Agreement among the Registrant, Ms. Ju GuiZhi and Mr. Wang
Hongjun, to form a joint venture limited liability company in China,
to be
named Song Yuan North East Petroleum Technical Service Co., Ltd is
incorporated herein by reference from Registrant’s Current Report on Form
8-K filed with the SEC on July 28, 2006.
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10.7
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Equity
Transfer Agreement by and among LongDe Oil & Gas Development Co. Ltd
and Song Yuan North East Petroleum Technical Service Co., Ltd. dated
June
1, 2005 is incorporated by reference from Registrant’s Current Report on
Form 8-K filed with the SEC on December 28, 2006.
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10.8
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Hetingbao
301 Oilfield Cooperative Development Contract among PetroChina Oil
and Gas
Company Limited and Chang Ling LongDe Oil and Gas Development Company
Limited dated as of May 28, 2003.
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10.9
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Agreement
for the Purchase and Sale of Stock among Song Yuan North East Petroleum
Technical Service Co., Ltd., China North East Petroleum Holdings,
Limited,
Ju Guizhi, Ping Wu Wang, Meng Xiangyun, dated January 26, 2007 is
incorporated by reference from Registrant’s Current Report on Form 8-K
filed with the SEC on January 29, 2007.
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10.10
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Trust
Agreement between Bing Wu Wang and Song Yuan North East Petroleum
Technical Service Co., Ltd. is incorporated by reference from Registrant’s
Current Report on Form 8-K filed with the SEC on January 29, 2007.
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10.11
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Trust
Agreement between Meng Xiangyun and Song Yuan North East Petroleum
Technical Service Co., Ltd. is incorporated by reference from Registrant’s
Current Report on Form 8-K filed with the SEC on January 29, 2007.
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10.12
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Cooperative
Development Contract among PetroChina Oil and Gas Company Limited,
Jilin
Oil Field Branch Company and Song Yuan City Yu Qiao Oil and Gas
Development Company Limited dated as May 28, 2003 to develop Qian
112
Oilfield, Da 34 Oilfield and Gu 31 Oilfield is incorporated by reference
from Registrant’s Current Report on Form 10-K filed with the SEC on April
16, 2007.
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10.13
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Capital
Contribution Agreement, dated as of June 29, 2007, by and among the
Company, Mr. Hong Jun Wang and Ms. Guizhi Ju is incorporated by reference
from Registrant’s Current Report on Form 8-K filed with the SEC on July 7,
2007.
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10.14
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Securities
Purchase Agreement dated February 28, 2008 between the Company and
Lotusbox Investments Limited is incorporated herein by reference
from
Registrant’s Current Report on Form 8-K filed with the SEC on March 3,
2008.
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10.15
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Security
Agreement dated February 28, 2008 between the Company and Lotusbox
Investments Limited is incorporated herein by reference from Registrant’s
Current Report on Form 8-K filed with the SEC on March 3, 2008.
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10.16
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Agreement
of Pledge dated February 28, 2008 between the Company and Lotusbox
Investments Limited is incorporated herein by reference from Registrant’s
Current Report on Form 8-K filed with the SEC on March 3, 2008.
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10.17
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Registration
Rights Agreement dated February 28, 2008 between the Company and
Lotusbox
Investments Limited is incorporated herein by reference from Registrant’s
Current Report on Form 8-K filed with the SEC on March 3, 2008.
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10.18
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Option
Agreement dated February 28, 2008 between the Company and Lotusbox
Investments Limited is incorporated herein by reference from Registrant’s
Current Report on Form 8-K filed with the SEC on March 3, 2008.
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14.1
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Code
of Ethics of China North East Petroleum Holdings, Ltd. is incorporated
herein by reference from Registrant’s Annual Report on Form 10-KSB filed
with the SEC on May 18, 2005.
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21.1
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List
of Subsidiaries is incorporated herein by reference from Registrant’s
Annual Report on Form 10-K filed with the SEC on March 31, 2008.
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23.1
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Consent
of Independent Registered Public Accounting Firm.*
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23.2
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Consent
of Crone Rozynko, LLP (contained in Exhibit 5.1).
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23.3
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Consent
of Independent Petroleum Consultants Ralph E. Davis & Associates,
Inc.
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CHINA
NORTH EAST PETROLEUM LIMITED
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By:
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/s/
Wang Hong Jun
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Wang
Hong Jun
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Chairman
of the Board and President
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Signature
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Title
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Date
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/s/
Wang Hong Jun
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Chairman
of the Board of Directors and President
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August
13, 2008
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Wang
Hong Jun
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(Principal
Executive Officer)
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/s/
Zhang Yang
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Chief
Financial Officer, Treasurer
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August
13, 2008
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Zhang
Yang
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(Principal
Financial and Accounting Officer)
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/s/
Wei Guo Ping
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Director
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August
13, 2008
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Wei
Guo Ping
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/s/
Yu Li Guo
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Director
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August
13, 2008
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Yu
Li Guo
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/s/
Robert C. Bruce
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Director
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August
13, 2008
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Robert
C. Bruce
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/s/
Edward M. Rule
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Director
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August
13, 2008
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Edward
M. Rule
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/s/
L. Jing Fu
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Director
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August
13, 2008
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L.
Jing Fu
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