CHINA NORTH EAST PETROLEUM HOLDINGS LIMITED
REGISTRATION STATEMENT ON FORM S-8

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

There are hereby incorporated by reference into this Registration Statement and into the Prospectuses relating to this Registration Statement pursuant to Rule 428 the following documents and information previously filed with the Securities and Exchange Commission (the “Commission”):

1. China North East Petroleum Holdings Limited’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004, filed with the Commission on May 18, 2005.

2. China North East Petroleum Holdings Limited’s Quarterly Report on Form 10-QSB for the quarterly period ended March 31, 2005, filed with the Commission on June 17, 2005.

3. China North East Petroleum Holdings Limited’s Quarterly Report on Form 10-QSB for the quarterly period ended June 30, 2005, filed with the Commission on August 15, 2005.

4. China North East Petroleum Holdings Limited's Amended Quarterly Report on Form 10-QSB for the quarterly period ended June 30, 2005, filed with the Commission on November 23, 2005.

5. China North East Petroleum Holdings Limited’s Quarterly Report on Form 10-QSB for the quarterly period ended September 30, 2005, filed with the Commission on November 23, 2005.

6. The Company’s Current Reports on Form 8-K filed on May 4, 2005, July 1, 2005, November 23, 2005, and February 3, 2006; and

7. The description of the Company's common stock, $0.001 per value (the "Common Stock"), set forth under the caption "Description of Registrant's Securities to be Registered" in the Company's Registration Statement on Form 10-SB filed June 5, 2002, effective 60 days thereafter, and amended August 2, 2002 and October 17, 2002, contained on page 16 of the Company’s amended registration statement (Commission file no. 000-49846).

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof, and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which registers all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents.

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Any statement contained in the documents incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference in this Registration Statement modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

    Not applicable.

Item 5.     Interests of Named Experts and Counsel

The validity of the shares being offered hereby will be passed upon for the Company by The Crone Law Group, LLP, counsel to the Company. Members of The Crone Law Group, LLP are receiving 250,000 shares of the Company's common stock registered pursuant to this Registration Statement as compensation for legal services incurred by the Company to date for services that do not involve an offering of the Registrant's securities. Members of The Crone Law Group, LLP may receive additional shares of the Company’s common stock registered pursuant to this registration statement as compensation for additional legal services provided to the Company by The Crone Law Group, LLP if and when approved by the Company’s Board of Directors. The Crone Law Group, LLP also receives cash payments from the Company as compensation for legal services. Members of The Crone Law Group, LLP, will also receive options to purchase an aggregate of 50,000 shares of the Company's common stock registered under this Registration Statement for services that do not involve an offering of the Registrant's securities. The Crone Law Group, LLP does not own any shares of the Company’s common stock as of the effective date of this registration statement.

The only statutes, charter provisions, by-laws, contracts or other arrangements under which any controlling person, director or officer of the Company is or may be insured or indemnified against any liability which he may incur in that capacity, are as follows:

    A. Sections 78.037, 78.7502, 78.751, and 78.752 of the Nevada Revised Statutes offer limitation of liability protection for officers and directors, indemnification protection of officers, directors, employees and agents of a Nevada corporation, and provide that Nevada corporations may purchase insurance to protect directors, officers, employees and agents. They generally provide that:

    (a) a Nevada corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful;

    (b) a Nevada corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred by him in connection with the defense or

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settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper; and

    (c) to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense.

    B. Article IX of the Company's articles of incorporation provides that to the fullest extent allowed by law, the directors and executive officers of the Company shall be entitled to indemnification from the Company for acts and omissions taking place in connection with their activities in such capacities.

    C. Article VIII of the Company's by-laws provides indemnification rights to the Company's officers, directors or controlling persons in a manner similar to the Nevada statutes described above.

    D. Although Nevada law provides that Nevada corporations may purchase liability insurance to protect officers and directors, the Company has no directors and officers insurance or any other type of insurance that insures its officers, directors or controlling persons against liabilities that may arise against them in those capacities.

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Provided however, That:
Paragraphs (a)(1)(i) and (a)(1)(ii) of this Section do not apply if the Registration Statement is on Form S-8 (§239.16b of this Chapter), and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the Registration Statement.

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