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Business Plan Northern China Coal Company Limited

December 8, 2009

Contact: Tony K. So, Knight Merchant Banking Office: the Board and Chief Executive Officer Chairman of +852 3960 6497 Fax: +852 Coal Company Limited Northern China 3669 8008 212-214 Des Voeux Rd. Central, Address: Suite 08, 20/F One International Finance Centre Des Voeux Commercial Building, 1 Harbour View Street Central Sheung Wan, Hong Kong Hong Kong Telephone: (Canada) 1-905-499-2288 (Hong Kong) 852-6069-6977 (China) 86-159-0755-9255 E-Mail: tonykso@gmail.com

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The first 8 parts of this Plan must be read in conjunction with the Risk Factors set forth in the Appendix. The fulfillment of our goals and projected financial results all as set forth in this Plan is subject to substantial risks as described in the Risk Factors. In addition the Company may elect to change any aspect of the Plan.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Information included in this Plan may contain forward-looking statements. This information may involve known and unknown risks, uncertainties and other factors which may cause the Companys actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe the Companys future plans, strategies and expectations, are generally identifiable by use of the words anticipate, estimate, should, expect, believe, intend "may," "project," "plan" or "continue," or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. The Companys actual results could differ materially from those expressed or implied by the forward-looking statements as a result of various factors, including the risk factors described above and elsewhere in this Plan. The Company undertakes no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

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RECIPIENT ACKNOWLEDGEMENT
This plan does not constitute an offer to sell, or a solicitation of an offer to purchase, securities. This business plan has been submitted on a confidential basis solely for the benefit of selected, highly qualified investors and is not for use by any other persons. Neither may it be reproduced, stored, or copied in any form. By accepting delivery of this plan, the recipient acknowledges and agrees that: i) in the event the recipient does not wish to pursue this matter, the recipient will return this copy to Mr. Tony K So at the address listed above as soon as is practical; ii) the recipient will not copy, fax, reproduce, or distribute this Confidential Business Plan, in whole or in part, without permission; iii) all of the information contained herein will be treated as confidential material. Agreement executed by the recipient prior to, or contemporaneously with, its receipt of this Confidential Business Plan.

Business Plan No.___________

Provided To_____________________________

Company_______________________________ Date___________________________________

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I.

Table of Contents

I. II. III. IV. V. VI.

Table of Contents .................................................................................... 4 Executive Summary ................................................................................ 5 General Company Description and Risk Disclosure ............................. 11 Products and Services ........................................................................... 19 Acquisition Candidates.......................................................................... 31 Management and Organization ............................................................. 43

VII. Startup Expenses and Capitalization ..................................................... 46 VIII. Financial Plan ....................................................................................... 47 IX. Appendix............................................................................................... 52

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II.
Overview Introduction

Executive Summary

Northern China Coal Company Limited (NCCC) an British Virgin Island corporation primarily engage in the business of (i) entering into management contracts for producing coal properties in the Peoples Republic of China pursuant to which the Company has the right to extract the coal at such mine (Extraction Arrangement) and (ii) acquiring and operating coal trading companies licensed in such country. As used in this document Northern China Coal Company Limited shall be referred to as NCCC, the Company , we, us and our and shall include all wholly and majority owned subsidiaries. Most dollar information assumes the currency exchange rate of US$1.00 = RMB6.83 Yuan. All coal and other minerals in China are owned by the Government and its subdivisions but private entities may receive permission or license to extract the minerals and grant or transfer all or a portion of such rights to a third party. The Companys first Extraction Arrangement will be for the Xinjiang Tuokexum Northern Hills Coal Mine Project coal mine in Xinjiang Autonomous Republic of China (NHM). The Company has a written understanding (the YSY Agreement) with Xinjiang Yingshengyuan Mining Industry Limited Company (YSY) for the transfer of NHMs extraction rights to it or its designee. YSY has previously acquired the rights to NHM and several additional mines in Tuokexum, Xinjiang. YSY subject to our successful operations has agreed to assign the rights to several additional contracts to NCCC. The grant of right to manage or extract the coal at NHM is for three years and is renewable for an additional three years. Pursuant to the understanding with YSY, YSY is to be paid an annual fee of $500,000 to coordinate inspection of the mine and other matters. If our production exceeds 1,800,000 MT in any year, we will have to pay an additional fee to YSY. The YSY agreement has been entered into by Dibao Mining Corporation which has existing mining operations and is controlled by an officer and director of the Company. The YSY Agreement will be assigned to a newly formed entity for no consideration. During the interim period the mine will be operated for our benefit.

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Due to transactional Value Added Tax (VAT) requirements, the Companys sales to customers can only be made through licensed coal traders, thereby surrendering a portion of the gross profit from such sales to traders through the fees that they charge. The Company has understandings to acquire two coal traders. If the Company acquires a coal trader, it will be able to effect sales through such an affiliated coal trader and obtain the revenue that will be paid to these traders as fees. See information below relating to such acquisition. NHMs output in 2008 was approximately 700,000 metric tons. The estimated gross profit before corporate overhead at the average per ton sales price of coal that year would have totaled approximately US$15.5 million. The gross profit for 2008 reflects a higher price for coal during 2008 when severe weather and other problems resulted in shortages in the coal supply and higher prices. Prices in subsequent periods were lower. Offering The Company intends to raise approximately $6,000,000 to pay the initial consideration of $2,000,000 for NHM (including the reimbursement to a director for the initial downpayment of $500,000). Any money raised will be placed into escrow until arrangements are in place for the transfer of YSY Agreement to a 100 % owned entity is completed although a Company controlled by an officer and not owned by us may be required to hold the agreement for our benefit while we complete the corporate structure. The Agreement will then be assigned to us without consideration. If the transaction is not consummated, then all funds will be returned to investors without interest or deduction. The Company intends to use a majority of the balance of proceeds to acquire up to two coal trading companies and a portion of the consideration for the Extraction Arrangement for an additional mine as well as for working capital. The Company will establish a policy pursuant to which it will declare dividends of 50% of net profits of the entity, determined in accordance with generally accepted accounting principles. The Company may change such policy in the future if management in good faith believes that it will be beneficial to the Company. There is no assurance that the Company will achieve profitability.

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Rapid Organic Growth, Guaranteed Sales and Future Acquisitions Pending The Company is required under the YSY Agreement to significantly increase production from NHM after the closing to 1,500,000 tons per year, and intends to further increase such production to 150,000 tons per month or 1,800,000 tons per year. While the Company can immediately boost production to 1,800,000 tons at NHM it will not do so until sales and other related issues such as railway platforms and railway transportation arrangements has been set-up and are in place for the increased coal production. The additional transportation capacity is needed to maintain a consistent supply to our end-users since reliable supplies is integral to customer satisfaction and is critical to building our business. We believe that it will take between 6 months and one year to accomplish the foregoing. The Company has entered into various preliminary understandings with agents for power plants wherein the Company will be able to effect sales for all the coal generated from the NHM at the price of US$22.00 per ton. The Agreement with YSY also provides for the sale to YSY at such price but NCCC can elect to sell elsewhere if it can obtain a higher price. As indicated below, the Company is considering entering into three additional Extraction Arrangements for mines that are currently managed by YSY that would add an additional 2.2 million tons of production per year with the potential to increase to 7.2 million tons per year in increments over the 5 years after initial receipt of funds. With the increased annual production of coal from NHM and the anticipated 3 additional Extraction Arrangements, the Company expects to achieve significant growth. Estimated sales in 2009 (which includes the first 2 months in 2010 and represents actual sales through January to November 2009 based on information provided to us). Also set forth below are estimated coal sales and profits before corporate overhead for fiscal years ending February 28, 2011 and February 29, 2012 and February 28, 2013 are shown below.

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Year 2009 E (2009/01 2010/02) 2010 E (2010/03 2011/02) 2011 E (2011/03 2012/02) 2012 E (2012/03 2013/02)

Sales (in Metric Tons) 815,000 (w/o Trading) 1,050,000 (with Trading) 2,070,000 (with Trading) 3,600,000 (with Trading)

Yearly Gross Profit (in $) $11,932,650 $23,928,000 $47,280,000 $82,225,000

(2009E Based on production for 14 months of 815,000 ton x RMB100/exchange rate @ 6.83) *Assumes (i) the YSY guaranteed price of RMB150 Yuan (US$22.00) per MT and (ii) the acquisition of additional Extraction Arrangements and increased production at NCH Mine and such additional mines; (iii) Company takeover of NHM by March 1, 2010 and (iv) additional assumptions set forth in Part VIII of this Plan. Future Extraction Arrangement and Coal Trading Opportunities The Company estimates output can be increased to 1 million tons a year in the short term. The Xinjiang Fukang City Dahuangshan Huang Coal mine located in Xinjiang Fukang City Dahuangshan Huang Caogou has an annual output potential of up to 2 million tons a year in the short term. Historical yields have been 2 million tons in 2009. The Xinjiang Shanshan Country Kanerqi Lead and Coal mine located in Xinjiang Shanshan Country has an annual output potential of up to 0.6 million tons a year in the short term. The Company believes there is potential to increase production to 7.2 million tons per year in increments over 5 years after initial receipt of funds. All of the foregoing are operate mines same geological formation of which NHM is also a part. The Company has also identified opportunities to acquire coal trading businesses that management thinks will produce synergies with the Extraction Arrangement operations that are included in the financial forecasts section. NCCC has an understanding with one such entity in Jiangmen, Guangdong province and another with a trading company in Xinjiang. Each trading company has the rights to trade coal and issue tax receipts on behalf of tax authorities nationally and in the case of the Jiangmen operation, export coal as well.

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The ability to trade coal on national scale provides NCCC with greater flexibility to service customers either from any coal mine it has an Extraction Arrangement or any coal mines in China which will generate additional profit. The sale of coal to the end user can, in practice, only be made by an entity, which can issue a tax receipt indicating that the VAT tax has been paid. Therefore, the Companys sales to customers can only be made through coal traders, thereby surrendering a portion of the gross profit from such sales as a fee to these traders. The Company has understandings to acquire two coal traders, one of which has an export license. The latter is a valuable license as the Company believes not more than 5% of coal traders have export licenses. If the Company acquires a coal trader, it will be able to effect sales through such an affiliated coal trader, and thereby obtain additional revenue. The Company may also derive additional revenues from any wholly owned coal trader from the coal traders performing transactions on behalf of third parties.

The Market According to the BP 2008 Statistical Review of World Energy, China produced nearly 1.3billion tons of coal in 2007, up 7.0% from the previous year. The country has approximately 114.5billion tons of coal reserves, second only to the United States. Tuokexum of Xinjiang is one of Chinas richest provinces in terms of coal production, supply. Because the mines in Tuokexum are generally open pit mines, these mines tend to be safer and more efficient. Over the last two years, the Chinese Government has closed a large number of small companies in order to address economic, environmental and safety issues. This resulted in the elimination of over 1,000 coal-related enterprises, mainly underground mining operations. The Company believes that certain of our officers long-term relationship with the Xinjiang Government puts us in an advantageous position relative to its competition. The Company is well positioned to participate in Chinas modernization of the coal industry as a result of its focus on open pit mines which the Company believes will be favorable for the foreseeable future. NCCCs strategy ideally fits the industrys development path and will make it one of the leaders in the coal industry.

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Corporate Structure The Company will have an offshore holding structure commonly used by foreign investors with operations in China. Northern China Coal Company Limited is a British Virgin Islands corporation, which will owns Northern China Coal Investment Holding Limited (NCCC HK), an International Business Company incorporated in the Hong Kong; NCCC HK will own Tuokexum Dibao Natural Resources Co., Ltd. (Dibao NR), a WOFE Wholly Owned Foreign Enterprise established under the laws of the Peoples Republic of China. The operations will be conducted exclusively through a wholly owned subsidiary, Dibao Management Corporation, which will receive an assignment of the YSY Agreement from Dibao Mining Corporation, (Dibao). The Company will operate its China coal trading business through a separate subsidiary of the WOFE. Tony K. So is the Chief Executive Officer of NCCC. Before funding, one hundred Percent (100%) of the issued and outstanding shares of the Company are owned by existing management team of which Seventy Percent (70%) of such shares of are owned by a corporation controlled by Mr. So. An additional 6,000,000 shares of the Companys Common Stock will be issued to the new investors together with 3 year warrants to purchase 6,000,000 shares at a price of $1.50. The newly issued shares acquired by the investors represent 10.71% of the total outstanding shares after completion of the financing. These will be subject to an upward adjustment if the EBITDA does not equal exceed $10,000,000 for the year ending February 2011. For this purpose EBITDA shall be defined as Earnings Before Interest, Tax, Depreciation and Amortization and before one-time non-recurring funding and listing expenses. If EBITDA of the Company as so defined does not equal or exceed $10,000,000 for the year ending February 2011, the number of shares owned by the investors shall increase by 25%.

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III. General Company Description and Risk Disclosure

Reference is made to the Risk Factor Section attached hereto detailing the Risks of this Offering. NCCC Company description: The Company will be engaged in coal production through the acquisition of Extraction Arrangements for currently operating income producing open pit coal mining properties in the Peoples Republic of China (PRC). The Company has also identified opportunities to trade coal from smaller mines in Xinjiang and other areas to customers and potential customers in Henan province. It will do so with trading companies it intends to acquire. The Company initially will obtain the Extraction Arrangements from the current rights holders, YSY Mining Corporation for the NHN Mine, with a signed agreement executed on October 27, 2009 by Dibao Mining which is controlled by an officer and by paying a deposit payment for these paid on November 1, 2009. The YSY Agreement will be assigned without consideration to our designee. In the interim the operations under the agreement will be for our benefit. Upon closing the Company intends to continue to extract coal from the newly acquired rights that it controls and has the right to mine and sell the coal on a per ton basis for cash on delivery, at pit or by contract. Most of the coal will be sold by contract. The coal produced from the NHM will be sold primarily to power plants through coal traders (including affiliated traders if acquired) and coal wholesalers. While Coal wholesalers final customers are typically also power generators, they also may serve other customers such as industrial companies, factories, other smaller wholesalers and individuals for home heating. The NHM property consists of an open pit coal deposit that varies in total thickness from 10 to 50 meters. The mine is 2.7 square kilometers and part of a deposition which 27 kilometers in length which includes other mines which seek to obtain Extraction Rights. NHM produces mostly high-grade (6,000+ BTU) low sulfur coal. The mine is located approximately 200 kilometers northeast of the City of Xinjiang Urumqi in the Tuokexum Province.

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In addition to NHM, the Company pursuant to its initial agreement with YSY is negotiating to enter into Extraction Arrangements for properties as described in Section V. It has reached an oral understanding on these properties subject to the payment of consideration estimated at RMB 3 per ton for 3 years total production capacity which will be paid from the funds raised and through cashflow. It has included these 3 properties in its Forecasts in Part VII of this business plan. However, no assurances can be made that these Extraction Arrangements will actually be acquired. Failure to acquire these rights will negatively impact the projections; but management has identified additional projects, with similar financial profiles. Due to the laws of China, the Company does not and cannot have a 100% direct ownership interest in NHM Mine or any other mine. However, through its indirectly wholly-owned subsidiary, Dibao Natural Resources Corporation, a Hong Kong Company, the company will own Dibao Management Corporation, which will obtain the YSY Agreement, and receive all of the economic benefits derived from the business operations. Organizational Chart:

NCCC NCCCHK WOFE YSY

MineExtraction Arrangement

Dibao
MineExtraction ArrangementFee

Dibao Trading

NCCC: Northern China Coal Company Limited, the listed entity in the British Virgin Island, NCCC HK: The holding company that owns the onshore Chinese holding entity, Wholly Owned Foreign Enterprise (WOFE): Onshore Chinese holding company entity that owns the Chinese operating company Dibao Natural Resources: The Xinjiang operation that holds the Extraction Arrangement and operates the businesses, Dibao Trading: A vehicle for The Xinjiang and Jiangmen trading operation if acquired

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The Company intends to effect ownership of Dibao through the WOFE under Chinese law. Such entity may repatriate profits without regard to currency restrictions. If the Company does not obtain WOFE status, the Company will be subject to currency restrictions, and distributions may be limited. In managements opinion, there are tremendous opportunities in Chinas energy sector. Coal, due to its bedrock importance to the economic life of China, is critical to the countrys ongoing development. Recognizing this, the government has focused on and supports bringing in capital, management and technology to improve productivity and financial stability of enterprises engaged in the industry. The Companys goal is to be an important supplier of energy products to meet the growing demand and needs of customers in China.

NCCC Company Goals and Risks to These Goals: NCCC will monetize and expand the production of coal through the management agreement with YSY for NHM. The cash generated from this facility will serve the following purposes; Pay dividends to shareholders - subject to our working capital needs, To acquire income producing management contracts and/or properties Provide working capital funding for coal trading operation Invest in opportunities related to the business (although none are planned except as provided in this Plan) 5. Expand current production of mines subject to Extraction Arrangements. The Companys continuing strategy is to expand the business by entering into additional Extraction Arrangements. Successful implementation of this strategy is contingent on numerous conditions and there can be no assurance that this expansion strategy can be successfully executed due to competition for the best properties. NCCCs growth depends on managements ability to enter into additional Extraction Arrangements from third parties. 1. 2. 3. 4.

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There is intense competition from other energy providers to obtain Extraction Arrangements. Managements ability to negotiate, obtain and execute Extraction Arrangements is critical to the ongoing success of the enterprise. Management will also focus on developing a coal trading platform where smaller mines sales will be made to NCCC. By expanding the ability of the Company to sell coal, management believes that it will be somewhat easier to obtain new production facilities and expand the Companys output by selling to an established customer base. This strategy is dependent upon managements ability to execute both the trading strategy and using internal demand to acquire Extraction Arrangements and then increase productivity of these mines in order to continue to grow the business. Additionally WOFE (Wholly Owned Foreign Enterprises) structures are designed to indirectly obtain 100% ownership. This method is widely used and the Company does not believe it will have any issues in forming the WOFE. If for some reason it cannot use the structure, the Companys forecasts could be adversely affected. Additionally, China may change corporate, tax, ownership, labor or other laws that may have a negative effect on the profitability of the business.

The Market and the Companys customers: The market in China for coal is limited to 4 major customer groups: 1. 2. 3. 4. Electric utilities, Iron, steel and other metal smelting and refining operations, Corporate customers as a feedstock for production, Wholesalers for individual customers for home heating and cooking.

NCCC initially will exclusively focus on selling coal directly to electric utilities and then to metals smelters and wholesalers that sell coal to utilities. A professional sales force may be needed when the company acquires more Extraction Arrangements.

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NCCC has reach understandings with or is in final negotiations with 7 major customers: Buyer Power generator 1 Power generator 2 Power generator 3 Power generator 4 Trader 1 Trader 2 Trader 3 Order 300,000 tons per annum 300,000 tons per annum 500,000 tons per annum 500,000 tons per annum 500,000 tons per annum 500,000 tons per annum 500,000 tons per annum Total Consumption 2,000,000 tons per annum 6,000,000 tons per annum 6,000,000 tons per annum 6,000,000 tons per annum

1. 2. 3. 4. 5. 6. 7.

NHM for the year ended December 31, 2008 served (one) customer(s) which accounted for 100% of the sales and revenue due to limitation of production capacity. Since the Company intends to expand production to over 1.8 million tons annually, it is negotiating additional contracts that can be executed once production at NHM is ramped up. While the Company can immediately boost production to 1,800,000 MT at NHM, it will not do so until sales and other related issues such as railway platforms and railway transportation arrangements have been setup and are in place for the increased coal production. The additional transportation capacity is needed to maintain a consistent supply to our end-users since reliable supplies is integral to customer satisfaction and is critical to building our business. We believe that it will take between 6 months and one year to accomplish the foregoing.

The Need for Additional Resources: The Company will retain third party independent contractors for the extraction and local transport operations between the mine and the railway platform. These third parties provide the equipment and labor to perform their services. Management believes that the equipment currently deployed at the mine by the current contractor is adequate to meet the increased output goals. The trucking of the extracted coal is delivered to the railway platform by independent truck operators that are compensated on a per trip or mileage basis. Management also thinks that compensation levels to third parties are adequate to attract these contractors in sufficient numbers to meet the tonnage goals. However, if there are bottlenecks in the extraction or delivery to the railhead, the Company may be required to obtain additional or substitute Independent Contractors which have resources to provide additional mining equipment and/or trucking capacity.

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The current bottleneck in the mining and delivery operation is the loading capacity at the railway platform where the Company only has access to 10,000 tons of loading capacity per day. This amount represents adequate railhead loading capacity to meet the mines current output. While the present capacity at the railhead platform will theoretically cover the additional annual output of NHM, there are many days that the platform may not be available to us because of weather, holidays, or other usage. Therefore, it is important that capacity at the railroad station be increased. To assure avoidance of bottlenecks for the expansion of NHMs output to planned levels will require the Company to have access to at least 3 more loading platforms for an increase in loading capacity of 30,000 tons per day to a total capacity of 40,000 tons a day within 6 to 12 months of funding. An agreement with China Rail is under negotiation and subject to confirmation. In order for NCCC to achieve its production expansion goals, additional railway truck and loading capacity is necessary. Management is confident that a quick expansion of railhead capacity is attainable since it meets the governments dual goals of regional economic expansion to promote social stability in Xinjiang and the additional capacity meets national goals of having abundant and reliable supplies of energy.

China vs. Developed Nations Energy Consumption and the Coal Industry Energy consumption in many of the developed nations has been flat over the past several years, whereas energy consumption in China has grown at 10% or more annually for the last half of this decade. This high growth rate has increased the demand for all energy feedstock sources, particularly coal. Coal supplies the vast majority (70 percent) of Chinas total energy consumption requirements. Oil is the second-largest source, accounting for 20 percent of the countrys total energy consumption. While China is making a large investment and efforts to diversify its energy supplies, hydroelectric sources (6 percent), natural gas (3 percent), and nuclear power (1 percent) account for relatively small proportion of Chinas energy consumption.

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Even with a concerted central government effort to support alternative energy technologies, sources including environmentally friendly green technologies, growth in the aggregate demand for energy will ensure that coal will continue to be the principle feedstock for Chinas energy needs for the foreseeable future.

Competitive Strengths and NCCC Core Competencies: The conceptual framework for the NCCC business model for the short and intermediate term revolves around monetizing the value inherent in properties that are currently producing income. The Company does not intend for management to explore, develop or build new mining assets but to acquire mineral rights through management contracts and improve on operations and management to maximize cash-flow and income. The Company, therefore, is relying on its ability to identify, secure and monetize income producing properties. It is focusing on those properties that throw-off large amounts of free cash flow; Management intends to use the free cash flow to secure new properties and pay dividends to investors.

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Typically, moving money out of China is a complex and difficult process since the currency is not freely convertible. There are a myriad of laws and processes that must be addressed in this process. The WOFE structure simplifies and allows for funds to be moved out of China for dividends and debt payments. Management does not believe that there will any issues surrounding these kinds of funds transfers. NCCC management believes by utilizing the WOFE structure that allows the Company to allocate free cash-flow between dividends and funds retained for reinvestment into mining properties in China to maximize shareholder value. If the Company does not obtain WOFE status, the Company will be subject to currency restrictions, and distribution may be limited.

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IV. Products and Services

Location of the Mine and Customers:
Mine is located here Customers located here

The greatest advantage to the NHM and NCCCs operating model is 3-fold; 1. Demand for energy has grown rapidly in China and management expects this trend to continue, China relies heavily and is centered on the consumption of coal. Volume and price can be reasonably expected to remain firm over the foreseeable future. 2. The social instability in Xinjiang involving Islamic agitators has caused the government both nationally and locally to focus on promoting economic growth in the region. In order to boost business conditions, we believe that the government has loosened policy restrictions to attract capital and investment for both foreign and domestic investors.

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3. Safety of underground coal mines has been a major problem for many years and mine accidents claim the lives of thousands of miners annually. The official tally of mine accident deaths totaled more than 3,700 in 2008 but other estimates claim that there are as many as 20,000 miners that die in accidents every year. As a result, China has embarked on a program, province-by-province of consolidating mines, in most cases under State Owned Enterprise control and closing those facilities that do not meet safety standards. It is important to stress that this program is targeting underground coal mines and not open pit mines, as NHM, is focused on. Therefore, supply will be constrained by the closure of substandard mines and those that need to temporarily close in order to improve safety fittings in operating facilities. The safety drive will, over the short term, potentially reduce supply as unsafe mines are closed or temporarily shut to upgrade safety. Management thinks that operating mines safely is an important aspect of maintaining good relationships with government authorities and gaining benefits that this safety record entails. Management expects that demand will continue to remain robust while constraints on supply may increase. Technical and fundamental factors should overwhelm any operational, investment or technological factors that may drive increased production or lower prices. These favorable supply/demand characteristics are likely to keep margins healthy and profitability strong. Management recognizes there is a window of opportunity for investment in Xinjiang and moving rapidly to secure these resources. Management thinks that these business conditions will be favorable for companies such as NCCC for the foreseeable future.

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Product Pricing: Global coal prices are determined by market demand and supply and these factors determine price. The global coal industry utilizes long-term contracts since large users, such as utilities need to secure reliable supplies in order to ensure uninterrupted service to their customers. However, in the PRC, the price for certain thermal coal used for power generation is determined among coal suppliers and power plant buyers in accordance with the pricing guidance published by the PRC Government. Therefore, there is little flexibility to set prices by producers or customers since they are determined by government intervention. The price setting mechanism is not market based and the element of public policy that determines prices adds an element of risk to the business but also adds further levels of security to investors in energy producing investments. Specifically, the Government setting prices of resources such as coal creates risk for producers if these prices are set too low or are adjusted to affect social or economic policy that benefits one group over another. However, the Governments desire to generate adequate energy supplies to meet demand from individuals and business is an overwhelming goal of the government today. Investors can therefore expect favorable policies towards energy producers for the foreseeable future. Moreover, the risk from artificially low coal prices may be somewhat mitigated if NCCC acquires a coal trading company with an export license. If such acquisition occurs, NCCC may export coal at higher prices if price of coal below true market prices. This mechanism in general will also temper the governments desire to set prices too low since this may result in lower supply and shortages.

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Pricing of coal is also influenced by the government through their control of the rail system, Management intends on operating and setting prices within these constraints. Prices will therefore be set by taking into account: 1. Prices in the relevant local coal markets as dictated by government mandate (inclusive of transportation costs); 2. Grade and quality of the coal; and 3. Relationships with customers. Currently, the average price for raw coal in Xinjiang is RMB200 (US$29.28) per ton for delivery at the pit for 6,000+ BTU rating. Most of the Companys coal is sold pursuant to contract and delivered by rail. Until 2002, the production and pricing of coal have largely been subject to close control and supervision by the PRC Government, which centrally manages the production and pricing of coal. Previously, the price of coal was determined based on a government-devised pricing guideline which set out the suggested prices for coal. However, in order to effectuate the transformation from planned economy to market economy practices, from January 1, 2002 China eliminated the state guidance price for coal and allowed prices for all types of coal to be determined in accordance with market demand. However, as the PRC Government continues to maintain control over the national railway system, which is the primary means for coal transportation in China, the PRC Government still may exert influence over the pricing of coal through its allocation of railway transportation capacity for coal. In addition, under the Price Law of the Peoples Republic of China, promulgated on December 29, 1997, effective from May 1, 1998, in the event of an actual increase or potential increase in the prices of important products such as coal, the State Council and the provincial governments, autonomous regions and municipalities directly under the PRC Government may adopt intervention measures, such as restricting the ratio of price differentials or of profits, and imposing price limits, etc. In August 2004, the NDRC issued a notice setting forth temporary measures to be imposed on thermal coal prices for certain regions. In December 2004, the NDRC issued a notice setting forth guidelines for pricing of thermal coal sales in 2005. Under these guidelines, the coal suppliers and their customers may not negotiate for the sale of coal at prices exceeding the government suggested price range.

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Similar to coal pricing, the production and supply of coal, which is dictated by the PRC Governments annual state coal allocation plan, has been gradually liberalized and largely subject to market forces. Major domestic coal suppliers and coal purchasers attend the Annual National Coal Trading Convention to negotiate and discuss the price and quantity of coal to be supplied and purchased for the coming year through the signing of letters of intent and short and long-term supply contracts. The Economic Importance of Coal to China: The People's Republic of China is by far the largest producer of coal in the world, producing over 2.8 billion tons of coal in 2007, or approximately 39.8 percent of all coal produced in the world during that year. By comparison, the second largest producer, the United States, produced more than 1.1 billion tons in 2007 only 40% of the production of China. Importantly, from an employment policy perspective, coal plays an enormous role where an estimated 5 million people work in China's coal-mining industry. Maintaining employment in the rural regions where the bulk of coal is produced is a goal of the Chinese government, both national and locally. Maintaining employment and programs for increasing the safety of mines support the health and welfare of the rural population will be an ongoing priority of the national and provincial governments. Coal makes up 77 percent of China's total primary energy consumption, and China is both the largest consumer and producer of coal in the world. China holds an estimated 114.5 billion short tons of recoverable coal reserves, the third-largest in the world behind the United States and Russia and about 13 percent of the worlds total reserves. There are 27 provinces in China that produce coal. Northern China, especially Shanxi Province, contains most of China's easily accessible coal and virtually all of the large state-owned mines. Coal from southern mines tends to be higher in sulfur and ash, and therefore unsuitable for many applications. Coal consumption has been on the rise in China over the last eight years, reversing the decline seen from 1996 to 2000. More than 50 percent of Chinas coal use is in the non-electricity sectors, primarily as feed stocks for industrial companies. The balance of 50 percent is used in the power sector.

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Chinas Coal Industrys Competitive Landscape: Chinas coal industry has traditionally been fragmented among large state-owned coal mines, local state-owned coal mines, and thousands of town and village coal mines. The top three stateowned coal companies produce less than 15 percent of the domestic coal. Shenhua Coal, the worlds largest coal company, holds 9 percent of the domestic market in China with 2008 revenues of RMB 107 billion (US$15.6 billion). Though the smaller coal mines hold a sizeable portion of the market, they are inefficient and are challenged to respond to market demands. China has tens of thousands of small local coal mines where inefficient management, insufficient investment, outdated equipment, and poor safety records prevent the full utilization of coal resources. The goal of consolidating the industry is to raise total coal output, attract greater investment and new coal technologies, and improve the safety and environmental record of coal mines. According to one industry report, at the end of 2005 China had 25,000 coal mines. Independent analysts estimate that over the past several years China has closed down between 20,000 and 50,000 small coal mines and about 200 million tons of production from small mines is slated for closure. In contrast to the past, China is becoming increasingly open to foreign investment in the coal sector, particularly in an effort to modernize existing large-scale mines, introduce new technologies into Chinas coal industry and to allow for capital to be more efficiently allocated

`Page 25 of 60

within this important energy sector. Areas of interest in foreign investment concentrate on new technologies with efficiency and environmental benefits, including coal liquefaction, coal bed methane (CBM) production, and slurry pipeline transportation projects. The Chinese government is actively promoting the development of a large coal-to-liquids industry illustrating that coal will pay an important role in Chinas energy future for a long time to come. Due to the strong and increasing demand this decade, Chinas coal imports started growing after 2002 since imported coal prices including transportation became competitive with domestic production prices particularly in the coastal cities. Additionally, the coal industry suffers from frequent bottlenecks in transmission to consumer markets leading to unstable deliveries of supplies. Customers such as utilities are dependent upon reliable supplies of coal and shortfalls cause brownout and blackout that damage the utilities reputation with their customers and can cause damage and sever dislocations to businesses and the economy that rely upon stable energy supplies.

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Types of Coal in China:

Due to the differing attributes of coal and properties, our product is low sulphur, 6,000+ BTU, and is primarily sold to power plants and metallurgy operations. NCCCs coal resources are of a high enough quality and also meet the demand of, cement factories, industrial users and wholesalers. Our focus on utilities and those wholesalers that service utilities is a strategic decision where we do not want to have to manage a larger scale sales organization. We would prefer to devote resources to identifying and securing new properties to acquire.

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Our Potential Customers: The Company will sell its coal on a per ton basis directly to its customers assuming it has acquired a licensed coal trader. Coal is generally sold to major customers by purchase order signed prior to the beginning of each mining season. These purchase orders generally specify the quantities and timing of purchases planned over a time period generally for the period of one year. The balance of the sales comes from purchase orders issued by the same customers that have additional requirements for coal during the year, or from other customers. For the year ended December 31, 2008, only 1 (one) customer accounted for 100% of the sales and consolidated revenue derived at NHM which represents only 9% of this particular customers yearly consumption. Since the Company intends to expand production to over 1.8 million tons annually, it will need to negotiate new supply contracts. Net coal sales as represented by the pro-forma forecasts are the expected invoiced value of coal sold, net of sales taxes, government fees, extraction taxes, transportation costs and various miscellaneous fees relating to sales if the invoiced value. Many of the latter expenses are born by the coal trader. Please see Section VII for Financial Projections It is important to note that due to high demand and to ensure consistent supply; customers always pay for coal in advance or make substantial deposits. While the price of coal did not change significantly between 2005 and 2006, there was a significant increase in 2007 and 2008 driven by market demands and changes in government price structures. Under such conditions, most customers in 2008 paid in advance of delivery to secure supplies. Since customers do not have the option to secure supplies through paying higher prices, the market has adjusted through this mechanism where producers are paid well in advance for future production. It is unknown if these kinds of conditions will remain in place or for how long or if customers are willing to pay us in advance for their long-term supply needs. The Company expects that customers will pay against delivery of coal to either rail head or delivery destination. Any ability to secure payments in advance will generate valuable cash for the Company. There is no assurance that the Company will receive significant prepayments.

`Page 28 of 60

Also, once NCCCs coal is extracted, it is typically picked up immediately by, or loaded immediately for delivery to customers. The Company anticipates not having to maintain an inventory of extracted coal for the foreseeable future. Therefore, the Company can expect to keep most inventory levels low which will also keep our working capital needs minimal. Under the current supply/demand profile, the Company cannot foresee any problems to secure steady customers nor a need to maintain higher than minimal inventories for its core business. The annual consumption for most of NCCCs potential clients is between 4 to 10 million tons annually. Therefore if the Company has sufficient working capital during the slower summer months, there may be an opportunity to ship production to customers, wholesalers or storage facilities in advance of demand. This tactical allocation of funds serves several purposes: Increases the supply available to customers during higher demand periods when supplies may be constrained by railway bottlenecks Improves the Companies relationship with the railroad by utilizing extra capacity during slow periods NCCC is a more reliable supplier to customers as excess inventories during difficult times assists our customers with their problems.

Increases the potential for profits as this allows for somewhat higher volumes and potentially higher prices during peak demand periods There is no assurance we will be able to ship in advance Managements intention is to continue to retain NHMs single customer and establish new longterm business relationships to be met by the increased production. It should be noted that a coal fired power plant is capable of consuming at least 2 million tons of coal annually. Management believes that the environment is favorable to obtain new customers and has been actively negotiating sales arrangement with potential customers as illustrated in the following table: 1. Power generator 1 300,000 tons per annum 2. Power generator 2 300,000 tons per annum 3. Power generator 3 500,000 tons per annum 4. Power generator 4 500,000 tons per annum 5. Trader 1 500,000 tons per annum 6. Trader 2 500,000 tons per annum 7. Trader 3 500,000 tons per annum There is no assurance any of the foregoing will be consummated.

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As indicated above the typical consumption of a customer is between 4 to 6 million tons annually, NCCC is limiting sales to the above figures due to our projected capacity limitations and the need to diversify our customer base. Furthermore, customers desire to have more than one supplier in the event that there are delivery problems from any single supplier. Competition: The coal business in China is a dynamic and fast growing industry. However, Chinas coal industry is fragmented and operators include large state-owned coal mines, local state-owned coal mines, and thousands of town and village coal mines. China has tens of thousands of small local coal mines where inefficient management, insufficient investment, outdated equipment, and poor safety records prevent the full utilization of coal resources. Additionally, China is closing some of these smaller mines or forcing them into larger State Owned Enterprises. Therefore, supply from smaller operations may not be reliable. It is also important to recognize, that the largest consumers of coal, electric utilities require continuous and uninterrupted supplies of coal and therefore value the ability of suppliers to provide coal in sufficient quantities and in a timely manner. Therefore, utilities are not inclined to buy from smaller operators but from larger suppliers and wholesalers that consolidate production from smaller operations. Since customers need reliable supplies, producers with capacity to deliver and those that have access to rail transport are the dominate competitors in this industry. Long-term relationships and the ability to deliver coal on time are the most important issues when considering competition. Due to government price setting, other aspects such as service and reliability of supplies are more important than price in the customer/supplier relationship. Geographic issues play an important role. Coal is a high volume but low price to weight business and there is little capacity to replace supplies with those from places further afield. Deliveries of coal require rail capacity from point-to-point and coal is more efficiently consumed as close to the source as possible. The companys customers, both current and proposed are on major rail lines and management expects it will only face competition from new production. As the rail map below illustrates, the customers in Henan are accessed by the major rail lines in China today.

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The Company believes that significant transportation cost savings to our potential customers may be possible from other potential coal providers, but in the Companys opinion the coal derived from these sources is not competitive with the Companys product. The real differentiator between competitors is the logistics of being able to deliver reliable supply to customers.

From Here To Here

Figure 2: China's Internal Rail Network

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V.

Acquisition Candidates

NCCC evaluates each possible management contract candidate on the following aspects in order to value the investments potential to generate cash flow and return to investors: The Company seeks only Extraction Arrangements for open pit mines as underground mines are much more management intensive and risky to operate Distance to and road conditions between the pit and railway station is evaluated as these factors affect local transportation costs and time to market. The loading capacity of such railway platform that the company can access that services the contemplated acquisition. Lack of capacity limits the Companys ability to increase production The capacity of railway track that we can access thru this railway platform. This is dependent upon China Railways ability to provide capacity and which our ability to deliver product to final customers depends.

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NHM or Xinjiang Tuokexum Northern Hills Coal Mine Project:

The Xinjiang Tuokexum Northern Hills Coal Mine or NHM will be managed by Dibao Management under the YSY Agreement. YSY holds the rights granted by the Tuokexum Government and assigned to it. This coal mine is located at Tuokexum County, 200 kilometers from the Xinjiang capital Urumqi.

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The Tuokexum Northern Hills Mine Project Terms: Important points to consider: Tuokexum - Each year Dibao Management is required to pay RMB 3,000,000 Yuan (US$500,000) to YSY which obligated to coordinate the annual inspection and other matters relating to the mine. YSY has agreed to purchase all the coal that is mined, effectively setting a floor price of RMB150 Yuan/tons (approximately US$22). Dibao may elect to sell to others if the selling price is higher.

The advantages of this mine are based on the following factors: Low transportation cost: The coal mine is 70KM apart from a railway station and the transportation cost is RMB30Yuan/ton (US$4.39), Low extraction cost: Due to the open pit mine, the extraction cost is RMB 20 Yuan per ton (US$2.93), Guaranteed selling price by the YSY Agreement Not lower than RMB150 Yuan/ton (US$22), Production start for the one year period after the beginning of the operation of the mine by us, 15,000 ton increasing to 150,000 ton per month or 1.8 million ton/year starting within 12 month after funding, Monthly revenue: 150,000 ton x 100 Yuan (150Yuan - 30 Yuan for local transportation costs - 20 Yuan for extraction costs) = 15million Yuan (US$ 2.19 million per month),

`Page 34 of 60

The following is one of the Mines identified for Extraction Arrangements by the Company. While the Company believes, based on discussions to date, that it will successfully be able to enter into Extraction Arrangement(s) for the extraction of coal at this mine and the additional two mines described below. There is no assurance it will be able to enter into such arrangements. In the case of each arrangement, we indicate current production or contemplated production for the initial periods. In each case we believe we will be able to boost production at these mines to the aggregate amounts set forth elsewhere in this Plan depending upon increased rail facilities and other logistics.
To be Acquired: Xinjiang Qitai Suoerbasitao Humic and Coal Mine Project

The Xinjiang Qitai Suoerbasitao Humic and Coal Mine is located at Xinjiang Qitai. Dibao will hold a 50% stake in this mine with a 50:50 joint venture with Xinjiang Qitai Longqiao Chemical Limited Company. This mine is currently operating with positive financial profile.

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The advantages of this mine are based on the following factors: Transportation cost: The coal mine is 13KM away from a railway station and the transportation cost is 20Yuan/ton. Low extraction cost: due to open pit mine, the extraction cost is 20 Yuan/ton. Selling price: Humic acid 60 Yuan/ton, coal 130 Yuan/ton at pit Production starting 2009/10: Humic acid 200,000 ton/year, 17,000 ton/months. Coal 800,000 ton/year, 68,000 ton/month. Monthly revenue: Humic acid 17,000 ton x 40 Yuan =680,000 Yuan Coal 68,000 ton x 110 Yuan = 7,480,000 Yuan Total 680,000 + 7,480,000 = 8,160,000 Yuan (US1.2 million) Monthly gross profit: 8.16 million Yuan (US$1.1 million) x 50% = 4.08 million Yuan (US0.6 million). Reserves: Humic acid 20 million ton coal 80 million ton Term: 10 years until May 2018

Remark: The Monthly revenue RMB110 Yuan per ton is the net selling price excluding RMB20 extraction cost and RMB20 as the local transportation cost.

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This is one of the Mines identified for an Extraction Arrangement by the Company. There is no assurance it will be able to enter into such arrangement.

To be Acquired: Xinjiang Fukang City Dahuangshan Huang Caogou Coal Mine Project

The Xinjiang Fukang city Dahuangshan Huang Caogou Coal Mine is located at Xining Fukang Dahuangshan Huang Caogou. Dibao is seeking to acquire 100% of the management contract on this mine. This coal mine is 90 KM away from the Xinjiang capital Urumqi with the following details:

`Page 37 of 60

The advantage of this mine is based on the following factors: Low transportation cost Low extraction cost Selling price Monthly revenue Monthly gross profit Reserves Term The coal mine is 8KM apart from railway station and the transportation cost is 8Yuan/ton. due to open pit mine, the extraction cost is 20 Yuan/ton. 130 Yuan/ton at pit (RMB 150 RMB 20 Extraction) 170,000 ton x approximately 120 Yuan = 20,400,000 Yuan (US3 million) 20.4million Yuan ( US$3 million) 60 million ton 3 years until June 2012 renewable for another 3 years

Production starting 2009/11 Coal 2,00,000 ton/year, 170,000 ton/month

Remark: The Monthly revenue RMB120 Yuan per ton is the net selling price excluding RMB20 extraction cost and RMB10 as the local transportation cost that we need to take into consideration when we deal with the customers.

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This is one of the Mines identified for an Extraction Arrangement by the Company. There is no assurance it will be able to enter into such arrangement.
Mines Xinjiang Dibao Mining Ltd Has an understanding to Acquire: Xinjiang Shanshan County Kanerqi Lead/coal Mine Xinjiang Shanshan County Kanerqi lead/coal mine is located at Xinjiang Shanshan County. Dibao is seeking an Extraction Arrangement for 100% of the rights to this mine. The mining area is 130KM away from the Shanshan County train station. This mine have a total area of 28.16 square kilometers with two exposed coal mine belts, approximately 5000 meters long, and 50 300 meters wide The advantage of this mine based on the following factors: Transportation cost: The mine is 130KM apart from railway station and the transportation cost is 30Yuan/ton. Low extraction cost: due to open pit mine, the extraction cost is 20 Yuan/ton. Selling price: Humic acid 50 Yuan/ton, coal 130 Yuan/ton at pit Production: Humic acid 300,000 tons/year, 25,000 tons/months, Coal 600,000 tons/year, 50,000 tons/month Monthly revenue: o Humic acid 25,000 ton x 30 Yuan = 750,000 Yuan Coal 50,000 ton x 100 Yuan = 5,000,000 Yuan Total 750,000 + 5,000,000 = 5,750,000 Yuan (US0.84million) Monthly gross profit: 5.75. million Yuan ( US$0.84 million) Reserves: Humic acid 3 million ton coal 90 million ton Term: 10 years until May 2018

Remark: The Monthly revenue RMB100 Yuan per ton is the net selling price excluding RMB20 extraction cost and RMB30 as the local transportation cost that we need to take into consideration when we deal with the customers.

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Legal Environment and Regulatory Overview:

Coal Law: On August 29, 1996, the PRC Government promulgated the Peoples Republic of China Coal Law (the Coal Law), which became effective on December 1, 1996. The Coal Law sets forth requirements for all coal mines, including state-owned mines and privately owned mines, mainly providing for resource exploitation planning, approval of new mines, the issuance of mining and safety production permits, implementation of safety standards, processing of coal, business management, protection of mine areas from destructive exploitation, and safety protection for miners and administrative supervision. Mining activities in the PRC are also subject to the Peoples Republic of China Mineral Resources Law (Mineral Resources Law), which was promulgated by the PRC Government on March 19, 1986 and amended on August 29, 1996. The Mineral Resources Law regulates any matters relating to the planning or engaging in the exploration, exploitation and mining of mineral resources. According the Mineral Resources Law all mineral resources, including coal, is owned by the state. Except under limited circumstances, any enterprise planning to engage in the exploration, exploitation and mining of mineral resources must first apply for and obtain exploration rights and mining rights before commencing the relevant activities. Licensing and bonding requirements: Prepaid mining rights represent the amount the Company will pay as consideration for Extraction Arrangement and represents a right to extract a certain amount of coal underlying a mining right. In the case of the YSY Agreement, our rights are based upon 1,500,000 MT. annually. We may be liable to pay YSY at the rate of RMB 3 per ton if we exceed 1,500,000 tons as contemplated. YSY in turn will have to pay the government for any overage of the amounts listed in the initial extraction license issued by the government.

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Health, workplace, or environmental regulations: The PRC adopted extensive environmental laws and regulations that affect the operations of the coal mining industry. The outcome of environmental liabilities under proposed or future environmental legislation cannot be reasonably estimated at present, and could be material. Under existing legislation, however, Company management believes that there are no probable liabilities that will have a material adverse effect on the financial position of the Company. Annually NHM is subject to inspection, including a safety examination. The Government charges a fee for such inspection. NHM has passed an annual safety inspection up to 2009. Fees and Taxes: There are various taxes and fees that are imposed upon coal producers in Xinjiang Province, as well as statutory reserves which coal producers required to set aside. Under the YSY Agreement such taxes, fees and statutory reserves as applicable are to be paid by YSY to the owner which is ultimately responsible. The Company is subject to corporate income taxes and other statutory taxes subject to all corporations on profits, VAT and employee emoluments. VAT taxes are already figured into the price of the product and all revenue figures in the financial forecasts and pro-forma income statements are net of VAT taxes. Corporate income taxes for WOFE structures are waived for the first 2 years of the Companys operation. National taxes are broadly as follows: Item Corporate income tax VAT Base Taxable income Revenue from domestic Rate 12.5-25.0% 17.0%

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Other issues: Personnel NCCC does not foresee a need to have mine employees directly since most of the labor will be contracted from independent providers but it will be a necessity to employ around 60-70 personnel at the Dibao operating company. Employees of the Company will typically be skilled and professional individuals whose talents in such areas as logistics, bookkeeping, mine management will be utilized in the management of the Company

Transportation: The Company expects that nearly all of its net sales will depend upon coal transported by the Chinese national railway system. As the railway system has limited transportation capacity and cannot fully satisfy coal transportation requirements, discrepancies between capacity and demand for transportation exist in certain areas of the PRC. We plan to utilize the national rail system to transport coal to our customers. No assurance can be given that we will be allocated adequate railway transport capacity or acquire adequate rail cars, or that we will not experience any material delay in transporting our coal as a result of insufficient railway transport capacity or rail cars. NCCCs mines depend on a single transportation carrier such as China Rail or a single mode of transportation in addition to the trucking from the mine to the railway platform. Disruption of any of these transportation services due to weather-related problems, flooding, drought, accidents, mechanical difficulties, strikes, lockouts, bottlenecks, and other events could temporarily impair our ability to supply coal to our customers. The transportation providers may face difficulties in the future that may impair our ability to supply coal to our customers, resulting in decreased revenues.

Suppliers The Company will not directly mine coal at any of the properties. Instead it will engage independent contractors to perform both the mining and truck transportation to the railroad. These independent contractors are required to provide all required labor, supplies and equipment for the tasks that they are contracted to perform.

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Credit Policies Coal is paid for at point of purchase or in advance. There is no need to extend credit to customers.

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VI. Management and Organization

Current Officers, Directors and Key Employees: The Company has no agreements for compensation for its officers and directors. It, however, contemplates that such compensation shall not exceed US$1.5 million for the first 12 months. The following list contains the name, and positions the directors of the Company and where officers indicated as of the date of this Business Plan. Their business background is described below. TONY K. SO: DAVID A. BIZZARO ZHANG ZONG LUN: LIANG JIAN XIONG: GLEN HENRICKSEN Chairman of the Board and Chief Executive Officer (CEO) Vice President and CFO, Vice President, Mining operations, Interim Treasurer, Vice President, China Relationship and China Legal Advisor, Company Secretary

Bios:

TONY K. SO: Chairman and CEO has 20 years experience in tax, legal, corporate financing and structure funding and venture capital investment managing $750MM, Tony has over 20 Years managing international operations and global business development including being the General Manager of Wang managing the Asia operations for 18 countries in Asia including but not limited China, Japan, Korea, Taiwan, Singapore etc. As the General Manager for Wang, one of the tasks was managing a Venture fund of US$750MM invested in the High-tech industry and teaming up with Taiwan Government to invest in Taiwan Companies focusing for International business development operations such as PC manufactures. He has 20+ years business relationships with senior Government officials in China.

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In 1994 Tony started developing business operations in China focused on energy and natural resources as a Natural Resource Trader for Oil and Coal. In 2001 Tony further developed the business in the mining industry and invested in couple of mines in China. In 2007, Tony started a business relationship with Dibao as the consultant for business development and become the President and CEO of Dibao in 2008 managing couple of coal mines operations in China. In addition to the Energy and Natural Resources industry, Tony has been the CEO and CFO for EFT Biotech Holdings Inc. (EFTB) in charge of the reverse merger of HumWare Media Corp in November 2007. In 2008 Tony has successfully placed the private placement for US$57 million for EFTB which also including an option of another US$57 million. In 2009 Tony was also involved in the business development for Buckman, Buckman & Reid assisting the firm with the start-up of their China operations and introducing 30,000+ customers to sign-up for securities accounts. Tony is focusing in Energy and Natural Resource Industry and will continue by using his Chinese Government business relationships and international business development experiences to build NCCC as the major Energy and Natural Resource force in China. DAVID A. BIZZARO: Vice President and CFO has 20 years of hands on operational finance experience helping small, mid and large cap companies drive profitable growth into international markets. A highly skilled international finance professional, David has held key leadership positions in the U.S., Asia, Europe and Latin America with world-class multinational companies including NCR, Sprint/Global One, CIENA, AVAYA and ICT Group. Most recently Mr. Bizzaro served as CFO for Rigid Building Systems, a $100 mm manufacturer of pre-engineered steel buildings. Prior to that he served as Vice President of International Operations at High Street Partners, a global professional services firm where he successfully expanded HSPs footprint throughout Asia, Europe and Latin America while advising CFOs of venture backed and publicly traded companies on complex international expansion issues. Prior to joining High Street Partners, Mr. Bizzaro was the Sr. Vice President of International Finance at ICT Group, a $500 mm publicly traded leader in the outsourced call center and BPO space. Earlier in his career, David was based in Hong Kong as the Asia Pac CFO for CIENA Corporation, and he spent five years in Europe with NCR Corporation where he held key financial management roles of increasing responsibility in Madrid and Amsterdam. David also gained valuable Latin America experience with Sprint/Global One, where he served as Regional Finance Manager for the Americas Division. Having lived and traveled extensively in Asia, Europe and Latin America, Mr. Bizzaro is fluent in Spanish and French and has a working knowledge of Mandarin and Portuguese. A Certified Management Accountant (CMA), he holds a Masters of International Business Studies (MIBS) from the University of South Carolina and a B.A. in

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Economics and Spanish from Beloit College in Wisconsin. Mr. Bizzaro currently resides in the New York metropolitan area. ZHANG ZONG LUN: Vice President, Mining operations, Mr. Zhang is engaged in the mineral exploration and mining management area for the last 10 years in Xinjiang area managing 10+ coal mines. Mr. Zhang has the rich dressing technology with to practice the ore experience, is familiar with the minerals enterprise's operation and has a strong business relationship with the local Xinjiang Government officials and ministry of mining. LIANG JIAN XIONG: Vice President, China Relationship and China Legal Advisor. Mr. Liang is a professional Lawyer practicing business law in China for over 20 years. In the recent five years has set up new ventures in 4 different industries and Trade enterprises, with working experience in assets reorganization, financing, and acting as an advisor for overseas enterprises entering into the China market. Mr. Liang has the 20 years working experience in developing Government relations and managing the Government network. GLENN HENRICKSEN: Company Secretary, Glenn is a founding partner of CIF Hong Kong Limited and Asia Technology Management (ATM), consulting firms that advise corporations, banks and non-bank financial institutions in the Asian and EMEA region. Glenn has served as interim CFO for a Shenzhen based Investment Bank and a start-up Bulletin Board NASDAQ listed company that operates in China, Glenn was hired by the African Development Bank to start the Banks fixed rate investment unit. Glenn was the Hong Kong based risk manager for securities dealer Bear Stearns for all Asian derivative, credit and currency businesses as well as global responsibilities at the firm for high-grade corporate bonds, convertible and asset swaps books. Prior to Bear Stearns, Glenn was a Principal with BlackRock Financial Management where he managed portfolios in excess of US$10 billion in corporate bond and securitized assets portfolios. Glenn also held a portfolio management position with New York Life, was a

corporate bond trader with Prudential Bache Securities and an analyst with Value-Line Investment survey earlier in his career. Glenn received a BS/MBA degree from State University of New York at Buffalo in 1982. He is a US citizen, permanent resident of Hong Kong and has some communication skills in Mandarin Chinese and French.

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VII. Startup Expenses and Capitalization

The Company is seeking funding of US$ 6 million to be allocated as follows: 1. US$ 3 million will be allocated as consideration for Extraction Arrangements that we will acquire. An agreement for NHM has already entered into with YSY for the with the license fee of RMB13,500,000 (US$2 million)), a US$500,000 initial deposit has already been paid by Tony So. The deposit is considered a loan from Tony So and will be paid back upon raising funds. This license fee is based on the annual extraction of 1.5 million tons of coal with a RMB 3 Yuan per ton license fee for a period of 3 years. (3 years x RMB 3 per ton x 1,500,000 tons= RMB 13,500,000 =US$2.0 million). US$1 million will be allocated for license fees for rights for another of the other coal mine that we plan to acquire as discussed in the body of this Business Plan. 2. US$ 1 million may be used to acquire up to 2 coal trading operations, one in Xinjiang and the other in Jiangmen as discussed in the of this Business Plan. 3. US$ 1 million is allocated for consideration for obtaining additional loading platforms,

4. Over US$820,000 will be used for expenses of this offering, with the balance used for general corporate purposes, including professional fees covering professional services such as legal, audit and investment banking and a portion of the costs in connection with the possible acquisition of a public shell.

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VIII. Financial Plan

The income statement for the mine and trading operations are illustrated below:

Our Fiscal year will start from March 1 and end at the last date of February.

Year 2010 will be the year from March 1, 2010 to February 28, 2011

NCCC Forecast Financial Statement Coal Operation Exchange rate US$1.00=RMB6.83 Profit & Lost - Mine Operation Production Capacity (MT) Price/Ton (RMB) Sales in RMB ('000) Revenue (RMB '000) - Mine Opn Revenue (USD '000) - Mine Opn Extract RMB20/ton Local Transportation RMB30/ton Total COGS (RMB '000) Total COGS (USD '000) Gross Profit USD '000 Expenses USD Management Cost USD '000 (10%) Total Operating Expenses USD '000 Net Income/(Loss) EBITDA USD Coal Operation

USD '000 2010 2011 2012 3,600,000 $150 $540,000 2013 2014

1,050,000 2,070,000 $150 $150 $157,500 $310,500

3,870,000 4,875,000 $150 $150 $580,500 $731,250

$157,500 $23,060 $21,000 $31,500 $52,500 $7,687 $15,373

$310,500 $45,461 $41,400 $62,100 $103,500 $15,154 $30,307

$540,000 $79,063 $72,000 $108,000 $180,000 $26,354 $52,709

$580,500 $84,993 $77,400 $116,100 $193,500 $28,331 $56,662

$731,250 $107,064 $97,500 $146,250 $243,750 $35,688 $71,376

$1,537 $1,537

$3,031 $3,031

$5,271 $5,271

$5,666 $5,666

$7,138 $7,138

$13,836

$27,277

$47,438

$50,996

$64,239

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NCCC Forecast Financial Statement Exchange rate US$1.00=RMB6.83 2010 Profit & Lost - Trading Operation Contract on hand 1,050,000 Sales in RMB per ton $660 Revenue (RMB '000) - Trading Opn Revenue (USD '000) - Trading Opn COGS (RM '000B) Cost - Coal Cost - Railway Mgn fee RMB150/ton Cost - Railway Transport RMB250/ton Total COGS (RMB '000) Total COGS (USD '000) Gross Profit USD '000 Expenses USD '000 Commission USD '000(5% Revenue) Management Cost USD '000(10%) Total Trading Expenses USD'000 Net Income/(Loss) EBITDA USD '000 Trading Operations

2011 2,070,000 $660

2012 3,600,000 $660

2013 3,870,000 $660

2014 4,875,000 $660

$693,000 $1,366,200 $2,376,000 $101,464 $200,029 $347,877

$2,554,200 $3,217,500 $373,968 $471,083

$157,500 $157,500

$310,500 $310,500

$540,000 $540,000

$580,500 $580,500

$731,250 $731,250

$262,500 $517,500 $900,000 $967,500 $1,218,750 $577,500 $1,138,500 $1,980,000 $2,128,500 $2,681,250 $84,553 $166,691 $289,898 $311,640 $392,570 $16,911 $33,338 $57,980 $62,328 $78,514

$5,073 $1,691 $6,764

$10,001 $3,334 $13,335

$17,394 $5,798 $23,192

$18,698 $6,233 $24,931

$23,554 $7,851 $31,406

$10,146

$20,003

$34,788

$37,397

$47,108

NCCC Forecast Financial Statement Exchange rate US$1.00=RMB6.83 Total Income/(Loss) EBITDA USD '000 Consolidated

USD '000 2010 $23,982 2011 $47,280 2012 $82,225 2013 $88,392 2014 $111,347

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Key Assumptions Coal Mine Operations: Assumes completion of NHM and full production within one year and proposed total of 3 additional Extraction Arrangement for coal mines acquired in First, 18th and 43th month after funding, Price per ton remains at RMB 150 (US$22.0) @ 6,000 BTU for NHM. Management believes that this is a conservative figure despite prices that have traded higher recently. The current market for coal @6,000 BTU is RMB 200 (US$29.28) per ton or higher depending upon the BTU rating, Assumes that the company is successful obtaining at least 1 more loading platform initially and ultimately obtain all 3 of the contemplated new loading platforms for operations in subsequent years. Management has conducted negotiations with the Railway authorities and is confident that 3 additional platforms can be fully secured. The company can generate greater profits if all 3 of the contemplated new loading platforms can be secured. Management has conducted negotiations with the Railway authorities and is confident that 3 additional platforms can be fully secured, Independent Contractor costs for local transportation and extraction as well as management and other costs do not change.

Key Assumptions Coal Trading Operations: Price based on RMB 660 Yuan per ton which is the current market price and assumes sales consistent with past, The completion of acquisition of two coal trading companies, Assume no changes to the RMB/US$ exchange rate.

`Page 50 of 60

Projected Cash Flow

NCCC Cash Flow Forcast Opening Balance Cash Inflow Funding Mining Oper Trading Oper Others Total Inflow Cash Outflow Funding Cost Acquire Coal Mine Acquire Oper Expenses Interest Professional Fee Dividend Others Total Outflow Cash Flow (+ or -) Closing Balance 2010 $0 2011 $10,779 2012 $25,819 2013 $56,532 2014 $82,229

$6,000 $13,836 $10,148 $0 $29,984

$0 $27,277 $20,003 $47,280

$0 $47,438 $34,788 $82,226

$0 $50,996 $37,397 $88,393

$0 $64,239 $47,108 $111,347

$800 $5,000 $1,000 $1,320 $0 $400 $10,685 $0 $19,205 $10,779 $10,779

$0 $5,000 $500 $1,800 $0 $1,300 $23,640 $0 $32,240 $15,040 $25,819

$0 $5,000 $1,000 $2,400 $0 $2,000 $41,113 $0 $51,513 $30,713 $56,532

$0 $10,000 $1,000 $5,000 $0 $2,500 $44,196 $0 $62,696 $25,697 $82,229

$0 $20,000 $5,000 $6,000 $0 $3,000 $55,674 $0 $89,674 $21,673 $103,902

NCCCs cash-flow is forecast to be positive after initial funding of US$ 5 million, the investment of those funds and the operation of the facility to the benefit of the Company. Management does not expect that there will be a need to raise additional funds and that all acquisitions and capital investments can be made from internally generated funds. The Companys WOFE intends to enter into a management agreement with Dibao pursuant to which the WOFE will charge management fees to the operating Company. This approach is designed to minimize the tax burden at each level of the operation and to provide sufficient cash to make dividend payments. There is no assurance that such a strategy will result in our ability to shield income or minimize taxes over the whole corporate structure

`Page 51 of 60

IV APPENDIX A RISK FACTORS

You should carefully consider the risks described below together with all of the other information included in this report before making an investment decision with regard to our securities. The statements contained in or incorporated into this offering that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following risks actually occurs, our business, financial condition or results of operations could be harmed. In that case, the value of our common stock could decline, and you may lose all or part of your investment.
WHILE THE COMPANY BELIEVES ITS FORECASTS WILL BE REALIZED, THE COMPANY MAY NOT BE ABLE TO FUFILL ITS PLANS OR, IF IN THE BEST INTERESTS OF THE COMPANY IT MAY ELECT TO CHANGE ITS PLANS.

While the Company is working diligently to accomplish its goals and believes they will be achieved, there is no assurance that we will be able to fulfill all the actions set forth in the Plan. The Company may not be able to effect the additional acquisitions, increase production at NHM, or enter into additional sales agreements. The failure to enter into one more transactions may result in a major alteration of our plans set forth in the Plan and our financial forecasts. The Plan and forecasts may also be affected by the occurrence of unforeseen circumstances, including, but not limited to, the factors described under Forward Looking- Statements and the Risk Factors herein. The Company may elect at any time to change any aspect of the Plan, if management in good faith believes it is in the best interest of the Company to do so.
THERE IS NO ASSURANCE THAT THE COMPANY WILL COMPLETE ADDITIONAL ACQUISITIONS.

The Company contemplates, and its forecasts reflect, the acquisition of additional extraction rights, and two coal trading companies. The Company has no definitive agreements for these acquisitions. If the Company is unable to complete these acquisitions, its revenues will be substantially less than forecast. Even if these acquisitions are consummated, there is no assurance the Company will obtain the benefits set forth in the Plan. Moreover, if a coal trading company is not acquired, the Companys sales will have to be made through an independent coal trader, thereby reducing the amount realized on each sale.

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THERE IS NO ASSURANCE THAT THE COMPANY WILL OBTAIN THE SALES CONTRACTS FOR WHICH IT IS NEGOTIATING.

The Company has, and continues to negotiate, informal sales agreements for the sale of its coal to customers, as set forth in the Plan. There is no assurance that the Company will be able to enter into and maintain these agreements. In that event, the Company will have to find substitute customers, although there is no assurance it will be able to do so.
THERE IS NO ASSURANCE THAT THE COMPANY WILL INCREASE PRODUCTION AT ANY NHM, OR ANY OTHER MINE FOR WHICH IT ACQUIRES EXTRACTION RIGHTS.

The Companys Plan and Forecasts reflect the increased production at NHM, and any other rights that we may acquire. The Company, in each case, believes such increases are sustainable; however, there is no assurance such increases will be accomplished.
BECAUSE WE ARE A STARTUP WE FACE ALL THE GENERAL RISKS OF A NEW VENTURE

While it is intended to acquire an existing right with historically significant revenues the Company is a start-up entity without assets or revenue producing history. Therefore, the Company will face many of the risks inherent in a new venture.
THE COMPANY HAS NO ASSETS OR REVENUES.

Prior to the acquisition of YSY Agreement and the funding, the Company will have no assets or revenues and has incurred obligations to affiliates, including the deposit to YSY, the payment of which is included in the Use of Proceeds.
NO ASSURANCE OF DIVIDEND PAYMENTS.

The Company will establish a policy pursuant to which it will declare dividends of 50% of net profits of the entity, determined in accordance with generally accepted accounting principles. The Company may change such policy in the future if management in good faith believes that it will be beneficial to the Company. There is no assurance that the Company will achieve profitability.

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WE WILL BE DEPENDENT UPON TRANSPORTATION FUNCTIONS.

THIRD

PARTIES

FOR

MINING

AND

The Company will utilize unaffiliated third parties for the mining and transporting of its coal pursuant to informal arrangements. While the Company believes there is an excess of contractors available, there is no assurance that we will be able to enter into necessary relationships with contractors having the required equipment and labor pool. The inability to obtain favorable pricing terms from our contractors could affect our competitive situation and our profit margins. Moreover, failures of any contractors to perform may result in our inability to deliver the product on a timely and competitive basis. WE FACE SUBSTANTIAL COMPETITION. There are numerous coal mines in China many of which are owned by the government or entities with substantially greater resources than the Company. The Company believes it will be competitive because of the quality of its coal, and its open pit operation. A substantial part of the coal market consists of power plants, which require a reliable supply of coal. Therefore, the Company must demonstrate its dependability if it is to be competitive. WE ARE DEPENDENT ON OUR OFFICERS AND DIRECTORS. The Company will be dependent on the services of Tony K So, and Zhang Zong Lun. Neither is a party to an employment agreement or has the Company obtained keyman insurance on their lives. If, however, Messrs. So and Zhangs services were not available, the Company would be severely adversely affected.

`Page 54 of 60

OUR BUSINESS AND RESULTS OF OPERATIONS ARE DEPENDENT ON COAL MARKETS, WHICH MAY BE CYCLICAL. Most of our revenue will be derived from sales of coal in China, so that our business and operating results will be substantially dependent on the domestic Chinese demand for and supply of coal. The Chinese coal market is cyclical and exhibits fluctuation in supply and demand from year to year. These fluctuations are due to numerous factors beyond our control, including, but not limited to, the economic conditions, weather and fluctuations in industries with high demand for coal, such as the power industry. Fluctuations in supply and demand for coal have effects on coal prices, which in turn affect our operating and financial performance. The supply of coal is primarily affected by the geographical location of the coal supplies, the amount of coal available, and the quality and price of competing sources of coal, as well as weather. For example, in 2008 weather conditions contributed to a scarcity in supply resulting in a spike in prices. In 2009 prices were lower as supplies increased. The use of natural gas, oil and nuclear power, and alternative energy sources, such as hydroelectric power could also influence the demand for coal. Excess supply of coal or significant reduction in the demand for coal by the domestic electricity generation industry may have an adverse effect on coal prices, which would in turn cause a decline in our revenues. OUR MINING OPERATIONS ARE SUBJECT TO CHANGING CONDITIONS THAT CAN AFFECT OUR PROFITABILITY. Our mining operations are inherently subject to changing conditions that can affect levels of production and production costs for varying lengths of time and can result in decreases in our revenues. In addition, weather conditions, equipment replacement or repair, and geological conditions may have a significant impact on our operating results. Prolonged disruption of production at our mine would result in a decrease in our revenues and profitability, which could be material. Other factors affecting the production and sale of our coal that could result in decreases in our revenue include: Changes in the laws and/or regulations that we are subject to. Shortages and price increases for labor, equipment and supplies which may affect our contractors and could result in higher amounts paid to our contractors Changes in the coal market and general economic conditions Transportation shortages and bottlenecks.

`Page 55 of 60

THE CHINESE GOVERNMENT EXTENSIVELY REGULATES OUR COAL OPERATIONS AND THESE REGULATIONS MAY LIMIT OUR ACTIVITIES AND ADVERSELY AFFECT OUR BUSINESS OPERATIONS. Coal operations in China are subject to extensive regulations established by the government. Central governmental authorities, as set forth in the Plan, and provincial and local authorities and agencies exercise extensive control over various aspects of Chinas coal mining and transportation. These controls affect the following material aspects of our operations:

Mining rights and licensing Recovery rate requirements; Industry-specific taxes and fees Target of our capital investments Environmental and safety standards Rehabilitation of mining sites after mining is completed

We believe that our operations will be in compliance with applicable legal and regulatory requirements. However, there can be no assurance that the central or local governments in CHINA will not impose new, stricter regulations or interpretations of existing regulations. We may face significant constraints on our ability to implement our business strategies or to carry out or expand our business operations, which may increase costs. OUR BUSINESS OPERATIONS MAY BE ADVERSELY AFFECTED BY PRESENT OR FUTURE ENVIRONMENTAL REGULATIONS. As a producer of coal products, we are subject to environmental protection laws and regulations in China. Violations of these laws and regulations may result in the payment of substantial fines, or the closure of a mine. In addition, China is a signatory to the 1992 United Nations Framework Convention on Climate Change and the 1997 Kyoto Protocol, which are intended to limit emissions of greenhouse gases. The Company does not believe adherence to the Protocol or any modification is likely to have a short- term effect on it. Efforts to control greenhouse gas emission in China could ultimately result in reduced use of coal if power generators switch to sources of fuel with lower carbon dioxide emissions.

`Page 56 of 60

FURTHER GROWTH MAY DEPEND UPON OUR ABILITY TO ACQUIRE AND DEVELOP COAL MINING RIGHTS THAT ARE ECONOMICALLY FEASIBLE. We have identified mining rights for three properties to acquire. If we are unable to acquire all these properties we may seek to acquire substitute properties. There is no assurance we will be able to do so. In addition we may wish to acquire additional rights in the future. We cannot give any assurance that we will be able to find and acquire suitable properties in China on competitive terms and operate them thereafter. Our failure to do so could have an adverse effect on the results of operation and our financial condition. OUR PRODUCT DELIVERY WILL RELY ON THE LOADING CAPACITY AND TRANSPORTATION OF THE CHINESE RAILWAY SYSTEM. It is contemplated that all of our revenues will be derived from sales of coal transported by the Chinese national railway system. As the railway system has limited transportation capacity and cannot fully satisfy coal transportation requirements, discrepancies between capacity and demand for transportation exist in certain areas of the China. In addition, there may be bottlenecks as a result of limited loading capacity at rail stations. In NHMs case, we are in the process of obtaining an expansion of loading capacity. No assurance can be given that this will be accomplished. No assurance can be given that we will be allocated adequate railway transport capacity or acquire adequate rail cars, or that we will not experience any material delay in transporting our coal as a result of insufficient loading facilities or railway transport capacity or rail cars. Disruption due to weather-related problems, flooding, drought, accidents, mechanical difficulties, strikes, lockouts, bottlenecks, and other events could temporarily impair our ability to supply coal to our customers.

`Page 57 of 60

WE MAY SUFFER LOSSES RESULTING FROM INDUSTRY-RELATED ACCIDENTS AND LACK OF INSURANCE. As an operator of open pit mines, we are not subject to the same risks as underground mines. Nevertheless, our mines and related facilities may be affected by water, gas, fire, or structural problems causing property damage and personal injuries. Although NHM has passed an annual safety inspection through 2009, there can be no assurance that industry-related accidents will not occur in the future. We do not maintain any liability property, business interruption insurance or any third party liability insurance to cover claims in respect of personal injury, property or environmental damage arising from accidents on our properties. Any uninsured losses and liabilities incurred by us could have a material adverse effect on our financial condition and results of operations. WE HAVE NO INDEPENDENT GEOLOGICAL REPORT. We have not engaged an independent geologist to prepare a report. We have relied instead on available reports of prior studies. OUR ABILITY TO OPERATE OUR COMPANY EFFECTIVELY COULD BE IMPAIRED IF WE LOSE KEY PERSONNEL OR FAIL TO ATTRACT QUALIFIED PERSONNEL. While most labor will be supplied by our contractors we will be required to assemble executive, technical, professional and sales personnel to manage our business. We cannot assure you that we will be able to attract and retain qualified personnel in the future. Failure to retain or attract key personnel could have a material adverse effect on us. A PROLONGED DOWNTURN IN GLOBAL ECONOMIC MATERIALLY ADVERSELY AFFECT OUR BUSINESS. CONDITIONS MAY

The continuance of the current global recession could affect our potential customers, and may delay or reduce purchases which could, in turn, result in reductions in our sales volumes or prices, materially and adversely affecting our results of operations and cash flows.

`Page 58 of 60

OUR OPERATIONS ARE PRIMARILY LOCATED IN CHINA AND MAY BE ADVERSELY AFFECTED BY CHANGES IN THE POLICIES OF THE CHINESE GOVERNMENT. In recent years, the Chinese government has introduced reforms aimed at creating a socialist market economy and policies have been implemented to allow business enterprises greater autonomy in their operations. Changes in the political leadership of the China may have a significant effect on laws and policies related to the current economic reforms program, other policies affecting business and the general political, economic and social environment in the China, including the introduction of measures to control inflation, changes in the rate or method of taxation, the imposition of additional restrictions on currency conversion and remittances abroad, and foreign investment. Any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in the China or particular regions thereof, and could require the Company to divest the interests it then holds in Chinese properties. Any such developments could have a material adverse effect on the business, operations, financial condition and prospects of the Company. IF WE ARE NOT A WOFE, WE MAY BE RESTRICTED FROM FREELY CONVERTING THE RENMINBI TO OTHER CURRENCIES IN A TIMELY MANNER. The Renminbi is not a freely convertible currency at present. The Company receives all of its revenue in Renminbi, which may need to be converted to other currencies, primarily U.S. dollars, and remitted outside of China. China has extensive controls over currency transactions. As a WOFE we are not subject to most currency restrictions. Even if we were not a WOFE, Under current regulations, the Company could obtain foreign currency in exchange for Renminbi from swap centers authorized by the government. Therefore the Company does not anticipate problems in obtaining foreign currency to satisfy its requirements; however, there is no assurance that foreign currency shortages or changes in currency exchange laws and regulations by the Chinese government will not restrict the Company from freely converting Renminbi in a timely manner if were not a WOFE. If such shortages or change in laws and regulations occur, the Company may accept Renminbi, which can be held or re-invested in other projects.

`Page 59 of 60

FUTURE FLUCTUATION IN THE VALUE OF THE RENMINBI MAY NEGATIVELY AFFECT THE COMPANYS ABILITY TO CONVERT ITS RETURN ON OPERATIONS TO U.S. DOLLARS IN A PROFITABLE MANNER AND ITS SALES GLOBALLY. Since 1994, the value of the Renminbi relative to the U.S. Dollar has appreciated approximately 15%. Countries, including the U.S., have argued that the Renminbi is artificially undervalued due to Chinas current monetary policies and have pressured China to allow the Renminbi to float freely in world markets. WE MAY BE UNABLE TO ENFORCE OUR RIGHTS DUE TO POLICIES REGARDING THE REGULATION OF FOREIGN INVESTMENTS IN CHINA. China does not have a well-developed, consolidated body of laws governing foreign investment enterprises. As a result, the administration of laws and regulations by government agencies may be subject to considerable discretion and variation, and may be subject to influence by external forces unrelated to the legal merits of a particular matter. Chinas regulations and policies with respect to foreign investments are evolving. Definitive regulations and policies with respect to such matters as the permissible percentage of foreign investment and permissible rates of equity returns have not yet been published. Statements regarding these evolving policies have been conflicting and any such policies, as administered, are likely to be subject to broad interpretation and discretion and to be modified, perhaps on a case-by-case basis. The uncertainties regarding such regulations and policies present risks that the Company will not be able to achieve its business objectives. There can be no assurance that the Company will be able to enforce any legal rights it may have under its contracts or otherwise. IT MAY BE DIFFICULT FOR INVESTORS TO ENFORCE WITHIN THE UNITED STATES ANY JUDGMENTS OBTAINED AGAINST US OR MOST OF OUR DIRECTORS OR OFFICERS. Most, or a substantial portion, of the Companys assets are located outside the United States. As a result, it may be difficult for investors to effect service of process on our directors or officers, or enforce within the United States or Canada any judgments obtained against us or our officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.

`Page 60 of 60

IF WE ISSUE ADDITIONAL SHARES IN THE FUTURE, THIS MAY RESULT IN DILUTION TO OUR EXISTING STOCKHOLDERS. Our board of directors has the authority to issue additional shares up to the authorized capital stated in the certificate of incorporation. Our board of directors may choose to issue some or all of such shares to acquire one or more businesses or to provide additional financing in the future. The issuance of any such shares may result in a reduction of the book value or market price of the outstanding shares of our common stock. If we do issue any such additional shares, such issuance also will cause a reduction in the proportionate ownership and voting power of all other stockholders. Further, any such issuance may result in a change of control of our corporation.