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     <TITLE>China Oumei Real Estate Inc.: Form S-8 - Filed by newsfilecorp.com</TITLE>
  
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      <TD align=center><B>As filed with the Securities and Exchange Commission
        on October 28, 2010 </B></TD></TR>
    <TR vAlign=top>
      <TD style="BORDER-BOTTOM: #000000 3px double" align=right><B>Registration
        No. 333- </B></TD></TR></TABLE>
  <P align=center><B><FONT size=5>UNITED STATES </FONT><BR></B><B><FONT
  size=5>SECURITIES AND EXCHANGE COMMISSION&nbsp;<BR></FONT></B><B>WASHINGTON, DC
  20549 </B></P>
  <P align=center><B>__________________________________ </B></P>
  <P align=center><B><FONT size=5>FORM S-8 </FONT><BR><FONT size=5>REGISTRATION
  STATEMENT</FONT><BR></B><B><I>UNDER<BR></I></B><B><I>THE SECURITIES ACT OF 1933
  </I></B></P>
  <P align=center>_________________________________________ </P>
  <P align=center><B><FONT size=6>CHINA OUMEI REAL ESTATE
  INC.<BR></FONT></B><i>(Exact name of registrant as specified in its charter)
  <BR></i><BR>________________________________________<BR></P>
  <TABLE
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    <TR vAlign=top>
      <TD align=center><B>Cayman Islands </B></TD>
      <TD align=center width="50%"><B>N/A </B></TD></TR>
    <TR vAlign=top>
      <TD align=center><i>(State or other jurisdiction of&nbsp; </i> </TD>
      <TD align=center width="50%"><i>(I.R.S. Employer </i>
  </TD></TR>
    <TR vAlign=top>
      <TD align=center><i>incorporation or organization) </i> </TD>
      <TD align=left width="50%">
      <p align="center"><i>Identification Number) </i> </TD></TR></TABLE>
  <P align=center><B>Floor 28, Block C <BR>Longhai Mingzhu Building <BR>No.182
  Haier Road, Qingdao 266000 <BR></B><i>(Address of Principal Executive Offices,
  including zip code) <BR></i>_________________________________________<BR></P>
  <P align=center><B>China Oumei Real Estate Inc. 2010 Equity Incentive Plan
  <BR></B><i>(Full title of the plan) </i> </P>
  <P align=center><B><I>Copies of Correspondence to:</I></B><I> </I></P>
  <P align=center><B>Louis A. Bevilacqua, Esq. <BR></B>Pillsbury Winthrop Shaw
  Pittman LLP <BR>2300 N Street, N.W.<BR>Washington, DC 20037 <BR>(202) 663-8000
  <BR><i>(Name, address, and telephone number, including area code, of agent for
  service)<B> </B></i></P>
  <P align=center>_________________________________________ </P>
  <P align=justify>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 &#147;large accelerated filer,&#148;
  &#147;accelerated filer&#148; and &#147;smaller reporting company&#148; in Rule 12b-2 of the
  Exchange Act. (Check one): </P>
  <TABLE
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  cellSpacing=0 cellPadding=0 width="100%" border=0>
  
    <TR vAlign=top>
      <TD align=center>Large accelerated filer [ &nbsp;] </TD>
      <TD align=center width="25%">Accelerated filer [&nbsp; ] </TD>
      <TD align=center width="25%">Non-accelerated filer [X] </TD>
      <TD align=center width="25%">Smaller reporting </TD></TR>
    <TR vAlign=top>
      <TD align=center>&nbsp; </TD>
      <TD align=center width="25%">&nbsp; </TD>
      <TD align=center width="25%">&nbsp; </TD>
      <TD align=center width="25%">company [ &nbsp;] </TD></TR>
    <TR vAlign=top>
      <TD align=center>&nbsp; </TD>
      <TD align=center width="25%">&nbsp; </TD>
      <TD align=center width="25%"><font size="1">(Do not check if a smaller
      </font> </TD>
      <TD align=center width="25%">&nbsp; </TD></TR>
    <TR vAlign=top>
      <TD align=left>&nbsp; </TD>
      <TD align=left width="25%">&nbsp; </TD>
      <TD align=center width="25%"><font size="1">reporting company) </font> </TD>
      <TD align=left width="25%">&nbsp; </TD></TR></TABLE>
  <BR>
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  <p align="center"><B>CALCULATION OF REGISTRATION FEE </B></p>
  <DIV>
  <TABLE
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  cellSpacing=0 cellPadding=0 width="100%" border=0>
  
    <TR vAlign=top>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=left><BR><BR>Title of
        securities <BR>to be registered </TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=center
        width="20%"><BR><BR>Amount to be <BR>registered<SUP>(1) </SUP></TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=center
        width="20%">Proposed <BR>maximum <BR>offering price per <BR>share </TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=center
        width="20%">Proposed <BR>maximum <BR>aggregate <BR>offering price </TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=center
        width="20%"><BR><BR>Amount of <BR>registration fee </TD></TR>
    <TR vAlign=top>
      <TD align=left bgColor=#e6efff>Ordinary Shares, <br>
      $0.002112 par value <br>
      per share </TD>
      <TD align=center width="20%" bgColor=#e6efff>3,000,000 </TD>
      <TD align=center width="20%" bgColor=#e6efff>$3.69<SUP>(2) </SUP></TD>
      <TD align=center width="20%" bgColor=#e6efff>$11,070,000 </TD>
      <TD align=center width="20%" bgColor=#e6efff>$790
  </TD></TR></TABLE></DIV>
  <P align=justify><SUP>(1) </SUP>Pursuant to Rule 416(a) promulgated under the
  Securities Act of 1933, as amended (the &#147;Securities Act&#148;), this registration
  statement shall also cover any additional securities that become issuable by
  reason of any stock dividend, stock split, recapitalization or other similar
  transaction. </P>
  <P align=justify><SUP>(2) </SUP>Estimated solely for the purpose of calculating
  the amount of the registration fee pursuant to Rule 457(h)(1) under the
  Securities Act, based on the book value per share of the Registrant as of June
  25, 2010 because there is no current market for the Ordinary Shares of the
  Registrant. </P>
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  <P align=center><B>PART I <BR></B><B>INFORMATION REQUIRED IN THE SECTION 10(a)
  PROSPECTUS </B></P>
  <P align=justify>All Information required by Part I of Form S-8 to be contained
  in the prospectus is omitted from this registration statement in accordance with
  Rule 428 under the Securities Act.</P>
  <P align=center>1 </P>
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  <P align=center><B>PART II </B></P>
  <P align=center><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT </B></P>
  <P align=justify><B>ITEM 3.&nbsp;&nbsp;&nbsp;&nbsp; INCORPORATION OF DOCUMENTS BY REFERENCE. </B></P>
  <P align=justify style="text-indent: 5%">The following documents, which
  have been filed by the Company with the Securities and Exchange Commission (the
  &#147;Commission&#148;), are incorporated in this Registration Statement by reference:</P>
  <P align=justify style="margin-left: 10%">(a) </P>
  <P align=justify style="text-indent: 10%; margin-left: 5%; margin-top: -25.5pt">
  The Company&#146;s Annual Report on Form 10-K for the fiscal year ended December 31,
  2009, filed with the Commission on March 22, 2010;</P>
  <P align=justify style="margin-left: 10%">(b) </P>
  <P align=justify style="text-indent: 10%; margin-left: 5%; margin-top: -25.5pt">
  The Company&#146;s Quarterly Report on Form 10-Q for the quarter ended June 25, 2010,
  filed with the Commission on August 16, 2010;</P>
  <P align=justify style="margin-left: 10%">(c) </P>
  <P align=justify style="text-indent: 10%; margin-left: 5%; margin-top: -25.5pt">
  The Company&#146;s Quarterly Report on Form 10-Q for the quarter ended March 31,
  2010, filed with the Commission on May 20, 2010; </P>
  <P align=justify style="margin-left: 10%">(d)
  </P>
  <P align=justify style="text-indent: 10%; margin-left: 5%; margin-top: -25.5pt">
  The Company&#146;s Current Reports on Form 8-K, filed with the Commission on April
  15, 2010, April 19, 2010, June 23, 2010, August 6, 2010, October 13, 2010, and
  October 15, 2010, and the Company&#146;s Current Report on Form 8-K/A filed with the
  SEC on June 1, 2010; and
  </P>
  <P align=justify style="margin-left: 10%">(e) </P>
  <P align=justify style="text-indent: 10%; margin-left: 5%; margin-top: -25.5pt">
  The description of the Company&#146;s Common Stock contained in the Registration
  Statement on Form 10, filed with the Commission on July 14, 2006, as amended on
  September 13, 2006, pursuant to Section 12(g) under the Securities Exchange Act
  of 1934, as amended (the &#147;Exchange Act&#148;) and any further amendment or report
  filed hereafter for the purpose of updating such description. </P>
  <P align=justify style="text-indent: 5%">All documents that the Company
  files after the date of this prospectus pursuant to Section 13(a), 13(c), 14 or
  15(d) of the Exchange Act, prior to the termination of this offering, shall be
  deemed to be incorporated by reference into this prospectus and will
  automatically update information in this prospectus; provided, however, that
  notwithstanding the forgoing, unless specifically stated to the contrary, none
  of the information that the Company discloses under Items 2.02 or 7.01 of any
  Current Report on Form 8-K that the Company may from time to time furnish to the
  SEC will be incorporated by reference into, or otherwise included in, this
  prospectus.</P>
  <P align=justify style="text-indent: 5%">Any statement contained in a
  document incorporated or deemed to be incorporated by reference herein shall be
  deemed to be modified or superseded for purposes of this Registration Statement
  to the extent that a statement contained herein or in any other subsequently
  filed document which also is or is deemed to be incorporated by reference herein
  modifies or supersedes such statement. Any statement so modified or superseded
  shall not be deemed, except as so modified or superseded, to constitute a part
  of this Registration Statement.</P>
  <P align=justify><B>ITEM 4.&nbsp;&nbsp;&nbsp;&nbsp; DESCRIPTION OF SECURITIES. </B></P>
  <P style="MARGIN-LEFT: 5%" align=justify>Not applicable.</P>
  <P align=justify><B>ITEM 5.&nbsp;&nbsp;&nbsp;&nbsp; INTERESTS OF NAMED EXPERTS AND COUNSEL. </B></P>
  <P style="MARGIN-LEFT: 5%" align=justify>Not applicable. </P>
  <P align=justify><B>ITEM 6.&nbsp;&nbsp;&nbsp;&nbsp; INDEMNIFICATION OF DIRECTORS AND OFFICERS. </B></P>
  <P align=justify style="text-indent: 5%">The Companies Law of the Cayman Islands does not limit the
  extent to which a company&#146;s memorandum and articles of association may provide
  for indemnification of officers and directors. However, such provision may be
  held by the Cayman Islands courts to be unenforceable, to the extent it seeks to
  indemnify or exculpate a fiduciary, for example, in respect of their actual
  fraud or willful default or for the consequences of committing a crime. Our
  amended and restated memorandum and articles of association provide for
  indemnification of our directors and officers to the fullest extent permitted by law
  against any expenses, including attorneys&#146; fees, judgments, fines and amounts
  paid in settlement actually and reasonably incurred by them in connection with
  any threatened, pending, or completed action, suit or proceeding; provided,
  however, that no director or officer is indemnified against any liability
  arising out of (a) any actual fraud or dishonesty in the performance of such
  person&#146;s duty to us, or (b) such person&#146;s conscious, intentional or willful
  breach of his or her obligation to act honestly, lawfully and in good faith with
  a view to our best interests.</P>
  <P align=center>2 </P>
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  <P align=justify style="text-indent: 5%">Insofar as indemnification by us for liabilities arising under
  the Securities Act may be permitted to our directors, officers or persons
  controlling the company pursuant to provisions of our articles of association,
  or otherwise, we have been advised that in the opinion of the SEC, such
  indemnification is against public policy as expressed in the Securities Act and
  is therefore unenforceable. In the event that a claim for indemnification by
  such director, officer or controlling person of us in the successful defense of
  any action, suit or proceeding is asserted by such director, officer or
  controlling person in connection with the securities being offered, we will,
  unless in the opinion of our counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by us is against public policy as expressed in the
  Securities Act and will be governed by the final adjudication of such issue.</P>
  <P align=justify style="text-indent: 5%">At the present time, there is no pending litigation or
  proceeding involving a director, officer, employee or other agent of ours in
  which indemnification would be required or permitted. We are not aware of any
  threatened litigation or proceeding, which may result in a claim for such
  indemnification.<B> </B></P>
  <P align=justify><B>ITEM 7.&nbsp;&nbsp;&nbsp;&nbsp; EXEMPTION FROM REGISTRATION CLAIMED. </B></P>
  <P style="MARGIN-LEFT: 5%" align=justify>Not Applicable. </P>
  <P align=justify><B>ITEM 8.&nbsp;&nbsp;&nbsp;&nbsp; EXHIBITS. </B></P>
  <TABLE
  style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
  cellSpacing=0 cellPadding=0 width="100%" border=0>
  
    <TR vAlign=top>
      <TD align=left ><B><I><U>Exhibit</U></I></B> </TD>
      <TD align=left width="90%"><B><I><U>Description</U></I></B> </TD></TR>
    <TR vAlign=top>
      <TD align=left bgColor=#eeeeee >4.1 </TD>
      <TD align=left width="90%" bgColor=#eeeeee>China Oumei Real Estate Inc.
        2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to
        the Company&#146;s Current Report on Form 8-K filed on October 15, 2010) </TD></TR>
    <TR vAlign=top>
      <TD align=left ><a href="exhibit5-1.htm">5.1 </a> </TD>
      <TD align=left width="90%"><a href="exhibit5-1.htm">Opinion of Maples and Calder
      </a> </TD></TR>
    <TR vAlign=top>
      <TD align=left bgColor=#eeeeee ><a href="exhibit23-1.htm">23.1 </a> </TD>
      <TD align=left width="90%" bgColor=#eeeeee><a href="exhibit23-1.htm">Consent of PMB Helin Donovan,
        LLP </a> </TD></TR>
    <TR vAlign=top>
      <TD align=left ><a href="exhibit23-2.htm">23.2 </a> </TD>
      <TD align=left width="90%"><a href="exhibit23-2.htm">Consent of MSPC, Certified Public Accountants
        and Advisors, A Professional Corporation </a> </TD></TR>
    <TR vAlign=top>
      <TD align=left bgColor=#eeeeee ><a href="exhibit5-1.htm">23.3 </a> </TD>
      <TD align=left width="90%" bgColor=#eeeeee><a href="exhibit5-1.htm">Consent of Maples and Calder
        (included in Exhibit 5.1) </a> </TD></TR>
    <TR vAlign=top>
      <TD align=left ><a href="#POWER OF ATTORNEY">24.1 </a> </TD>
      <TD align=left width="90%"><a href="#POWER OF ATTORNEY">Power of Attorney (included on the Signature
        Page to this Registration Statement) </a> </TD></TR></TABLE>
  <P align=justify><B>ITEM 9.&nbsp;&nbsp;&nbsp;&nbsp; UNDERTAKINGS. </B></P>
  <P align=justify>(A) </P>
  <P align=justify style="text-indent: 5%; margin-top: -25.5pt">The undersigned
  Registrant hereby undertakes: </P>
  <P align=justify style="margin-left: 5%">(1) </P>
  <P align=justify style="text-indent: 10%; margin-top: -25.5pt">To file, during
  any period in which offers or sales are being made, a post-effective amendment
  to this Registration Statement: </P>
  <P align=justify style="margin-left: 10%">(i) </P>
  <P align=justify style="text-indent: 10%; margin-left: 5%; margin-top: -25.5pt">
  To include any prospectus required by Section 10(a)(3) of the Securities Act; </P>
  <P align=justify style="margin-left: 10%">(ii)  </P>
  <P align=justify style="text-indent: 10%; margin-left: 5%; margin-top: -25.5pt">To reflect in the prospectus
  any facts or events arising after the effective date of this Registration
  Statement (or the most recent post-effective amendment thereof) which,
  individually or in the aggregate, represent a fundamental change in the
  information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in
  volume of securities offered (if the total dollar value of securities offered
  would not exceed that which was registered) and any deviation from the low or
  high and of the estimated maximum offering range may be reflected in the form of
  prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the
  changes in volume and price represent no more than 20 percent change in the
  maximum aggregate offering price set forth in the &#147;Calculation of Registration
  Fee&#148; table in the effective Registration Statement; and </P>
  <P align=center>3 </P>
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  <P align=justify style="margin-left: 10%">(iii) </P>
  <P align=justify style="text-indent: 10%; margin-left: 5%; margin-top: -25.5pt">
  To include any additional or changed material information with respect to the
  plan of distribution not previously disclosed in this Registration Statement; </P>
  <P align=justify style="text-indent: 5%"><I>provided, however</I>, that
  the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) above do not
  apply if the Registration Statement is on Form S-8, and the information required
  to be included in a post-effective amendment by those paragraphs is contained in
  periodic reports filed with or furnished to the SEC by the Registrant pursuant
  to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in
  this Registration Statement. </P>
  <P align=justify style="margin-left: 5%">(2) </P>
  <P align=justify style="text-indent: 10%; margin-top: -25.5pt">That, for the purpose of
  determining any liability under the Securities Act, each such post-effective
  amendment shall be deemed to be a new registration statement relating to the
  securities offered therein, and the offering of such securities at that time
  shall be deemed to be the initial <I>bona fide</I> offering thereof. </P>
  <P align=justify style="margin-left: 5%">(3) </P>
  <P align=justify style="text-indent: 10%; margin-top: -25.5pt">To remove from
  registration by means of a post-effective amendment any of the securities being
  registered which remain unsold at the termination of the offering. </P>
  <P align=justify>(B) </P>
  <P align=justify style="text-indent: 5%; margin-top: -25.5pt">The undersigned
  Registrant hereby undertakes that, for purposes of determining any liability
  under the Securities Act, each filing of the Registrant&#146;s annual report pursuant
  to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each
  filing of an employee benefit plan&#146;s annual report pursuant to Section 15(d) of
  the Exchange Act) that is incorporated by reference in this Registration
  Statement shall be deemed to be a new registration statement relating to the
  securities offered therein, and the offering of such securities at that time
  shall be deemed to be the initial bona fide offering thereof. </P>
  <P align=justify>(C) </P>
  <P align=justify style="text-indent: 5%; margin-top: -25.5pt">Insofar as indemnification for liabilities arising under
  the Securities Act may be permitted to directors, officers and controlling
  persons of the Registrant pursuant to the foregoing provisions, or otherwise,
  the Registrant has been advised that in the opinion of the SEC such
  indemnification is against public policy as expressed in the Securities Act and
  is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the Registrant of expenses
  incurred or paid by a director, officer or controlling person of the Registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Securities Act and will be governed by the final
  adjudication of such issue. </P>
  <P align=center>4 </P>
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  <P align=center><B>SIGNATURES </B></P>
  <P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of
  the Securities Act of 1933, the Registrant certifies that it has reasonable
  grounds to believe that it meets all of the requirements for filing on Form S-8
  and has duly caused this registration statement to be signed on its behalf by
  the undersigned, thereunto duly authorized, in City of Qingdao, People&#146;s
  Republic of China, on this 28<SUP>th</SUP> day of October, 2010. </P>
  <P style="MARGIN-LEFT: 50%" align=justify><B>CHINA OUMEI REAL ESTATE INC.
  </B></P>
  <P style="MARGIN-LEFT: 50%" align=justify>By <U>/s/ Weiqing
  Zhang&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>&nbsp;<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Weiqing
  Zhang&nbsp;<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Chief Executive Officer </P>
  <P align=center><B><a name="POWER OF ATTORNEY">POWER OF ATTORNEY</a> </B></P>
  <P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;KNOW ALL PERSONS BY THESE
  PRESENTS, that each person whose signature to this Registration Statement on
  Form S-8 appears below hereby constitutes and appoints Weiqing Zhang and Zhaohui
  John Liang, and each or any of them, his true and lawful attorney-in-fact and
  agent, with full power of substitution and resubstitution, for him and in his
  name, place and stead, in any and all capacities, to sign any and all amendments
  (including post-effective amendments) to this Registration Statement on Form
  S-8, and to sign any registration statement for the same offering covered by
  this Registration Statement on Form S-8 that is to be effective on filing
  pursuant to Rule 462(b) promulgated under the Securities Act of 1933, and all
  post-effective amendments thereto, and to file the same, with all exhibits
  thereto and other documents in connection therewith, with the Securities and
  Commission, granting unto said attorneys-in-fact and agents full power and
  authority to do and perform each and every act and thing requisite and necessary
  to be done in and about the premises, as fully to all intents and purposes as he
  might or could do in person, hereby ratifying and confirming all that said
  attorneys-in-fact and agents or his substitute or their substitutes, may
  lawfully do or cause to be done by virtue hereof. </P>
  <P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of
  the Securities Act of 1933, this Registration Statement has been signed by the
  following persons in the capacities indicated on October 28, 2010. </P>
  <TABLE
  style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
  cellSpacing=0 cellPadding=0 width="100%" border=0>
  
    <TR vAlign=top>
      <TD align=left><B>SIGNATURE</B> </TD>
      <TD align=left width="50%"><B>TITLE</B> </TD></TR>
    <TR>
      <TD>&nbsp; </TD>
      <TD width="50%">&nbsp; </TD></TR>
    <TR vAlign=top>
      <TD align=left><U>/s/ Antoine Cheng</U> </TD>
      <TD align=left width="50%">Chairman </TD></TR>
    <TR vAlign=top>
      <TD align=left>Antoine Cheng </TD>
      <TD align=left width="50%">&nbsp; </TD></TR>
    <TR>
      <TD>&nbsp; </TD>
      <TD width="50%">&nbsp; </TD></TR>
    <TR vAlign=top>
      <TD align=left><U>/s/ Weiqing Zhang</U> </TD>
      <TD align=left width="50%">Chief Executive Officer and Director </TD></TR>
    <TR vAlign=top>
      <TD align=left>Weiqing Zhang </TD>
      <TD align=left width="50%">(Principal Executive Officer) </TD></TR>
    <TR>
      <TD>&nbsp; </TD>
      <TD width="50%">&nbsp; </TD></TR>
    <TR vAlign=top>
      <TD align=left><U>/s/ Zhaohui John Liang</U> </TD>
      <TD align=left width="50%">Chief Financial Officer </TD></TR>
    <TR vAlign=top>
      <TD align=left>Zhaohui John Liang </TD>
      <TD align=left width="50%">(Principal Financial Officer and Accounting
        Officer) </TD></TR>
    <TR>
      <TD>&nbsp; </TD>
      <TD width="50%">&nbsp; </TD></TR>
    <TR vAlign=top>
      <TD align=left><U>/s/ Lawrence Lee</U> </TD>
      <TD align=left width="50%">Director </TD></TR>
    <TR vAlign=top>
      <TD align=left>Lawrence Lee </TD>
      <TD align=left width="50%">&nbsp; </TD></TR>
    <TR>
      <TD>&nbsp; </TD>
      <TD width="50%">&nbsp; </TD></TR>
    <TR vAlign=top>
      <TD align=left><U>/s/ Dr. Peter Linneman</U> </TD>
      <TD align=left width="50%">Director </TD></TR>
    <TR vAlign=top>
      <TD align=left>Dr. Peter Linneman </TD>
      <TD align=left width="50%">&nbsp; </TD></TR>
    <TR>
      <TD>&nbsp; </TD>
      <TD width="50%">&nbsp; </TD></TR>
    <TR vAlign=top>
      <TD align=left><U>/s/ Ruiping Tao</U> </TD>
      <TD align=left width="50%">Director </TD></TR>
    <TR vAlign=top>
      <TD align=left>Ruiping Tao </TD>
      <TD align=left width="50%">&nbsp; </TD></TR></TABLE>
  <P align=center>5 </P>
  <HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
  noShade SIZE=5>
  <!--$$/page=--><A name=page_8></A>
  <P align=center><B>INDEX TO EXHIBITS </B></P>
  <TABLE
  style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
  cellSpacing=0 cellPadding=0 width="100%" border=0>
  
    <TR vAlign=top>
      <TD align=left ><B><I><U>Exhibit</U></I></B> </TD>
      <TD align=left width="90%"><B><I><U>Description</U></I></B> </TD></TR>
    <TR vAlign=top>
      <TD align=left bgColor=#eeeeee >4.1 </TD>
      <TD align=left width="90%" bgColor=#eeeeee>China Oumei Real Estate Inc.
        2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to
        the Company&#146;s Current Report on Form 8-K filed on October 15, 2010) </TD></TR>
    <TR vAlign=top>
      <TD align=left ><a href="exhibit5-1.htm">5.1 </a> </TD>
      <TD align=left width="90%"><a href="exhibit5-1.htm">Opinion of Maples and Calder
      </a> </TD></TR>
    <TR vAlign=top>
      <TD align=left bgColor=#eeeeee ><a href="exhibit23-1.htm">23.1 </a> </TD>
      <TD align=left width="90%" bgColor=#eeeeee><a href="exhibit23-1.htm">Consent of PMB Helin Donovan,
        LLP </a> </TD></TR>
    <TR vAlign=top>
      <TD align=left ><a href="exhibit23-2.htm">23.2 </a> </TD>
      <TD align=left width="90%"><a href="exhibit23-2.htm">Consent of MSPC, Certified Public Accountants
        and Advisors, A Professional Corporation </a> </TD></TR>
    <TR vAlign=top>
      <TD align=left bgColor=#eeeeee ><a href="exhibit5-1.htm">23.3 </a> </TD>
      <TD align=left width="90%" bgColor=#eeeeee><a href="exhibit5-1.htm">Consent of Maples and Calder
        (included in Exhibit 5.1) </a> </TD></TR>
    <TR vAlign=top>
      <TD align=left ><a href="#POWER OF ATTORNEY">24.1 </a> </TD>
      <TD align=left width="90%"><a href="#POWER OF ATTORNEY">Power of Attorney (included on the Signature
        Page to this Registration Statement) </a> </TD></TR></TABLE>
  <BR>
  <HR align=center width="100%" color=black noShade SIZE=5>
  
  </BODY>
  
  </HTML>
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metadata_filer: {"company-data": {"conformed-name": "CHINA OUMEI REAL ESTATE INC.", "cik": "0001368192", "assigned-sic": "6552", "irs-number": "000000000", "state-of-incorporation": "E9", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-170199", "film-number": "101148969"}, "business-address": {"street1": "FLOOR 28, BLOCK C", "street2": "LONGHAI MINGZHU BUILDING", "city": "QINGDAO", "state": "F4", "zip": "266000", "phone": "(86) 532 8099 7969"}, "mail-address": {"street1": "FLOOR 28, BLOCK C", "street2": "LONGHAI MINGZHU BUILDING", "city": "QINGDAO", "state": "F4", "zip": "266000"}, "former-company": {"former-conformed-name": "Dragon Acquisition CORP", "date-changed": "20060630"}}
text: China Oumei Real Estate Inc.: Form S-8 - Filed by newsfilecorp.com
  As filed with the Securities and Exchange Commission
        on October 28, 2010
  Registration
        No. 333-
  UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION
  WASHINGTON, DC
  20549
  __________________________________
  FORM S-8
  REGISTRATION
  STATEMENT
  UNDER
  THE SECURITIES ACT OF 1933
  _________________________________________
  CHINA OUMEI REAL ESTATE
  INC.
  (Exact name of registrant as specified in its charter)
  ________________________________________
  Cayman Islands
  N/A
  (State or other jurisdiction of
  (I.R.S. Employer
  incorporation or organization)
  Identification Number)
  Floor 28, Block C
  Longhai Mingzhu Building
  No.182
  Haier Road, Qingdao 266000
  (Address of Principal Executive Offices,
  including zip code)
  _________________________________________
  China Oumei Real Estate Inc. 2010 Equity Incentive Plan
  (Full title of the plan)
  Copies of Correspondence to:
  Louis A. Bevilacqua, Esq.
  Pillsbury Winthrop Shaw
  Pittman LLP
  2300 N Street, N.W.
  Washington, DC 20037
  (202) 663-8000
  (Name, address, and telephone number, including area code, of agent for
  service)
  _________________________________________
  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" and "smaller reporting company" in Rule 12b-2 of the
  Exchange Act. (Check one):
  Large accelerated filer [  ]
  Accelerated filer [  ]
  Non-accelerated filer [X]
  Smaller reporting
  company [  ]
  (Do not check if a smaller
  reporting company)
  CALCULATION OF REGISTRATION FEE
  Title of
        securities
  to be registered
  Amount to be
  registered
  (1)
  Proposed
  maximum
  offering price per
  share
  Proposed
  maximum
  aggregate
  offering price
  Amount of
  registration fee
  Ordinary Shares,
  $0.002112 par value
  per share
  3,000,000
  $3.69
  (2)
  $11,070,000
  $790
  (1)
  Pursuant to Rule 416(a) promulgated under the
  Securities Act of 1933, as amended (the "Securities Act"), this registration
  statement shall also cover any additional securities that become issuable by
  reason of any stock dividend, stock split, recapitalization or other similar
  transaction.
  (2)
  Estimated solely for the purpose of calculating
  the amount of the registration fee pursuant to Rule 457(h)(1) under the
  Securities Act, based on the book value per share of the Registrant as of June
  25, 2010 because there is no current market for the Ordinary Shares of the
  Registrant.
  PART I
  INFORMATION REQUIRED IN THE SECTION 10(a)
  PROSPECTUS
  All Information required by Part I of Form S-8 to be contained
  in the prospectus is omitted from this registration statement in accordance with
  Rule 428 under the Securities Act.
  1
  PART II
  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.
  The following documents, which
  have been filed by the Company with the Securities and Exchange Commission (the
  "Commission"), are incorporated in this Registration Statement by reference:
  (a)
  The Company's Annual Report on Form 10-K for the fiscal year ended December 31,
  2009, filed with the Commission on March 22, 2010;
  (b)
  The Company's Quarterly Report on Form 10-Q for the quarter ended June 25, 2010,
  filed with the Commission on August 16, 2010;
  (c)
  The Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
  2010, filed with the Commission on May 20, 2010;
  (d)
  The Company's Current Reports on Form 8-K, filed with the Commission on April
  15, 2010, April 19, 2010, June 23, 2010, August 6, 2010, October 13, 2010, and
  October 15, 2010, and the Company's Current Report on Form 8-K/A filed with the
  SEC on June 1, 2010; and
  (e)
  The description of the Company's Common Stock contained in the Registration
  Statement on Form 10, filed with the Commission on July 14, 2006, as amended on
  September 13, 2006, pursuant to Section 12(g) under the Securities Exchange Act
  of 1934, as amended (the "Exchange Act") and any further amendment or report
  filed hereafter for the purpose of updating such description.
  All documents that the Company
  files after the date of this prospectus pursuant to Section 13(a), 13(c), 14 or
  15(d) of the Exchange Act, prior to the termination of this offering, shall be
  deemed to be incorporated by reference into this prospectus and will
  automatically update information in this prospectus; provided, however, that
  notwithstanding the forgoing, unless specifically stated to the contrary, none
  of the information that the Company discloses under Items 2.02 or 7.01 of any
  Current Report on Form 8-K that the Company may from time to time furnish to the
  SEC will be incorporated by reference into, or otherwise included in, this
  prospectus.
  Any statement contained in a
  document incorporated or deemed to be incorporated by reference herein shall be
  deemed to be modified or superseded for purposes of this Registration Statement
  to the extent that a statement contained herein or in any other subsequently
  filed document which also is or is deemed to be incorporated by reference herein
  modifies or supersedes such statement. Any statement so modified or superseded
  shall not be deemed, except as so modified or superseded, to constitute a part
  of this Registration Statement.
  ITEM 4.     DESCRIPTION OF SECURITIES.
  Not applicable.
  ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.
  Not applicable.
  ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  The Companies Law of the Cayman Islands does not limit the
  extent to which a company's memorandum and articles of association may provide
  for indemnification of officers and directors. However, such provision may be
  held by the Cayman Islands courts to be unenforceable, to the extent it seeks to
  indemnify or exculpate a fiduciary, for example, in respect of their actual
  fraud or willful default or for the consequences of committing a crime. Our
  amended and restated memorandum and articles of association provide for
  indemnification of our directors and officers to the fullest extent permitted by law
  against any expenses, including attorneys' fees, judgments, fines and amounts
  paid in settlement actually and reasonably incurred by them in connection with
  any threatened, pending, or completed action, suit or proceeding; provided,
  however, that no director or officer is indemnified against any liability
  arising out of (a) any actual fraud or dishonesty in the performance of such
  person's duty to us, or (b) such person's conscious, intentional or willful
  breach of his or her obligation to act honestly, lawfully and in good faith with
  a view to our best interests.
  2
  Insofar as indemnification by us for liabilities arising under
  the Securities Act may be permitted to our directors, officers or persons
  controlling the company pursuant to provisions of our articles of association,
  or otherwise, we have been advised that in the opinion of the SEC, such
  indemnification is against public policy as expressed in the Securities Act and
  is therefore unenforceable. In the event that a claim for indemnification by
  such director, officer or controlling person of us in the successful defense of
  any action, suit or proceeding is asserted by such director, officer or
  controlling person in connection with the securities being offered, we will,
  unless in the opinion of our counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by us is against public policy as expressed in the
  Securities Act and will be governed by the final adjudication of such issue.
  At the present time, there is no pending litigation or
  proceeding involving a director, officer, employee or other agent of ours in
  which indemnification would be required or permitted. We are not aware of any
  threatened litigation or proceeding, which may result in a claim for such
  indemnification.
  ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.
  Not Applicable.
  ITEM 8.     EXHIBITS.
  Exhibit
  Description
  4.1
  China Oumei Real Estate Inc.
        2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to
        the Company's Current Report on Form 8-K filed on October 15, 2010)
  5.1
  Opinion of Maples and Calder
  23.1
  Consent of PMB Helin Donovan,
        LLP
  23.2
  Consent of MSPC, Certified Public Accountants
        and Advisors, A Professional Corporation
  23.3
  Consent of Maples and Calder
        (included in Exhibit 5.1)
  24.1
  Power of Attorney (included on the Signature
        Page to this Registration Statement)
  ITEM 9.     UNDERTAKINGS.
  (A)
  The undersigned
  Registrant hereby undertakes:
  (1)
  To file, during
  any period in which offers or sales are being made, a post-effective amendment
  to this Registration Statement:
  (i)
  To include any prospectus required by Section 10(a)(3) of the Securities Act;
  (ii)
  To reflect in the prospectus
  any facts or events arising after the effective date of this Registration
  Statement (or the most recent post-effective amendment thereof) which,
  individually or in the aggregate, represent a fundamental change in the
  information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in
  volume of securities offered (if the total dollar value of securities offered
  would not exceed that which was registered) and any deviation from the low or
  high and of the estimated maximum offering range may be reflected in the form of
  prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the
  changes in volume and price represent no more than 20 percent change in the
  maximum aggregate offering price set forth in the "Calculation of Registration
  Fee" table in the effective Registration Statement; and
  3
  (iii)
  To include any additional or changed material information with respect to the
  plan of distribution not previously disclosed in this Registration Statement;
  provided, however
  , that
  the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) above do not
  apply if the Registration Statement is on Form S-8, and the information required
  to be included in a post-effective amendment by those paragraphs is contained in
  periodic reports filed with or furnished to the SEC by the Registrant pursuant
  to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in
  this Registration Statement.
  (2)
  That, for the purpose of
  determining any liability under the Securities Act, each such post-effective
  amendment shall be deemed to be a new registration statement relating to the
  securities offered therein, and the offering of such securities at that time
  shall be deemed to be the initial
  bona fide
  offering thereof.
  (3)
  To remove from
  registration by means of a post-effective amendment any of the securities being
  registered which remain unsold at the termination of the offering.
  (B)
  The undersigned
  Registrant hereby undertakes that, for purposes of determining any liability
  under the Securities Act, each filing of the Registrant's annual report pursuant
  to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each
  filing of an employee benefit plan's annual report pursuant to Section 15(d) of
  the Exchange Act) that is incorporated by reference in this Registration
  Statement shall be deemed to be a new registration statement relating to the
  securities offered therein, and the offering of such securities at that time
  shall be deemed to be the initial bona fide offering thereof.
  (C)
  Insofar as indemnification for liabilities arising under
  the Securities Act may be permitted to directors, officers and controlling
  persons of the Registrant pursuant to the foregoing provisions, or otherwise,
  the Registrant has been advised that in the opinion of the SEC such
  indemnification is against public policy as expressed in the Securities Act and
  is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the Registrant of expenses
  incurred or paid by a director, officer or controlling person of the Registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Securities Act and will be governed by the final
  adjudication of such issue.
  4
  SIGNATURES
  Pursuant to the requirements of
  the Securities Act of 1933, the Registrant certifies that it has reasonable
  grounds to believe that it meets all of the requirements for filing on Form S-8
  and has duly caused this registration statement to be signed on its behalf by
  the undersigned, thereunto duly authorized, in City of Qingdao, People's
  Republic of China, on this 28
  th
  day of October, 2010.
  CHINA OUMEI REAL ESTATE INC.
  By
  /s/ Weiqing
  Zhang
  Weiqing
  Zhang
  Chief Executive Officer
  POWER OF ATTORNEY
  KNOW ALL PERSONS BY THESE
  PRESENTS, that each person whose signature to this Registration Statement on
  Form S-8 appears below hereby constitutes and appoints Weiqing Zhang and Zhaohui
  John Liang, and each or any of them, his true and lawful attorney-in-fact and
  agent, with full power of substitution and resubstitution, for him and in his
  name, place and stead, in any and all capacities, to sign any and all amendments
  (including post-effective amendments) to this Registration Statement on Form
  S-8, and to sign any registration statement for the same offering covered by
  this Registration Statement on Form S-8 that is to be effective on filing
  pursuant to Rule 462(b) promulgated under the Securities Act of 1933, and all
  post-effective amendments thereto, and to file the same, with all exhibits
  thereto and other documents in connection therewith, with the Securities and
  Commission, granting unto said attorneys-in-fact and agents full power and
  authority to do and perform each and every act and thing requisite and necessary
  to be done in and about the premises, as fully to all intents and purposes as he
  might or could do in person, hereby ratifying and confirming all that said
  attorneys-in-fact and agents or his substitute or their substitutes, may
  lawfully do or cause to be done by virtue hereof.
  Pursuant to the requirements of
  the Securities Act of 1933, this Registration Statement has been signed by the
  following persons in the capacities indicated on October 28, 2010.
  SIGNATURE
  TITLE
  /s/ Antoine Cheng
  Chairman
  Antoine Cheng
  /s/ Weiqing Zhang
  Chief Executive Officer and Director
  Weiqing Zhang
  (Principal Executive Officer)
  /s/ Zhaohui John Liang
  Chief Financial Officer
  Zhaohui John Liang
  (Principal Financial Officer and Accounting
        Officer)
  /s/ Lawrence Lee
  Director
  Lawrence Lee
  /s/ Dr. Peter Linneman
  Director
  Dr. Peter Linneman
  /s/ Ruiping Tao
  Director
  Ruiping Tao
  5
  INDEX TO EXHIBITS
  Exhibit
  Description
  4.1
  China Oumei Real Estate Inc.
        2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to
        the Company's Current Report on Form 8-K filed on October 15, 2010)
  5.1
  Opinion of Maples and Calder
  23.1
  Consent of PMB Helin Donovan,
        LLP
  23.2
  Consent of MSPC, Certified Public Accountants
        and Advisors, A Professional Corporation
  23.3
  Consent of Maples and Calder
        (included in Exhibit 5.1)
  24.1
  Power of Attorney (included on the Signature
        Page to this Registration Statement)