-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Uto3JVe0OMRWrCrOSoeywI/6NnebX3qLUD7Vowm9UCZrI7+d6kvwb6DIQo3C3uAi t+QK+9BthMYu1LwHFDpPVw== 0001371534-06-000002.txt : 20060830 0001371534-06-000002.hdr.sgml : 20060830 20060829180633 ACCESSION NUMBER: 0001371534-06-000002 CONFORMED SUBMISSION TYPE: SB-2 PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20060830 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Revo Ventures Inc. CENTRAL INDEX KEY: 0001371534 IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 0815 FILING VALUES: FORM TYPE: SB-2 SEC ACT: 1933 Act SEC FILE NUMBER: 333-136981 FILM NUMBER: 061063630 BUSINESS ADDRESS: STREET 1: POST OFFICE 020, LU YUAN DISTRICT STREET 2: CHANG CHUN, JI LIN CITY: CHANG CHUN STATE: F4 ZIP: 130062 BUSINESS PHONE: 139-4303-4459 MAIL ADDRESS: STREET 1: POST OFFICE 020, LU YUAN DISTRICT STREET 2: CHANG CHUN, JI LIN CITY: CHANG CHUN STATE: F4 ZIP: 130062 SB-2 1 revosb2.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- ------------------------
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

REVO VENTURES INC.

(Name of small business issuer in its charter)

Nevada	5045	N/A
(State or Other Jurisdiction of Organization)	(Primary Standard Industrial Classification Code)	(IRS Employer Identification #)

REVO VENTURES INC.	Leah Finke
Post Office 020	7251 West Lake Mead Boulevard
Lu Yuan District, Chang Chun	Suite 300
Ji Lin, China, 130062	Las Vegas, Nevada 89128
139-4303-4459	(702) 562-4091
(Address and telephone of registrant's executive office)	(Name, address and telephone number of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box [ x ]

If this Form is filed to register additional common stock for an offering under Rule 462(b) of the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed under Rule 462(c) of the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed under Rule 462(d) of the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If delivery of the prospectus is expected to be made under Rule 434, please check the following box. [ ]

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CALCULATION OF REGISTRATION FEE

	Amount To Be	Offering Price		Aggregate		Registration
Securities to be Registered	Registered	Per Share [1]		Offering Price		Fee [2]

Common Stock by Selling Shareholders	5,000,000	$	0.01	$	50,000	$
Common Stock by Company	2,100,000		0.01		21,000
Total	7,100,000	$	0.01	$	71,000	$	7.60

[1] No exchange or over-the-counter market exists for Revo Ventures Inc. common stock. The offering price was arbitrarily established by management and does not reflect market value, asserts or any established criteria of valuation.

[2] Estimated solely for purposes of calculating the registration fee under Rule 457(c).

REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON DATES AS THE COMMISSION, ACTING UNDER SAID SECTION 8(a), MAY DETERMINE.

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Subject to Completion

PROSPECTUS

REVO VENTURES INC.
7,100,000 Shares of Common Stock
to be sold by the registrant as issuer and by current shareholders

This is the initial public offering of common stock of Revo Ventures Inc. and no public market currently exists for these shares. Revo Ventures Inc. is offering for sale up to 2,100,000 shares of our common stock on a "self-written", best efforts basis at a price of $0.01 per share for a period of one hundred and eighty days from the date of this prospectus.

	Price to		Underwriting		Proceeds to
	the Public		Commissions		Revo Ventures Inc.

Per Share:	$	0.01	$	0.00	$	0.01
Total Offering	$	21,000	$	0.00	$	21,000

There are no provisions for the return of funds if only a small number of shares are sold and no minimum subscription amount has been set for these shares to be sold by Revo Ventures Inc. and no commissions will be paid for the sale of the 2,100,000 shares offered by Revo Ventures Inc.

Concurrently with this offering , our selling shareholders are selling 5,000,000 shares at $0.01 per share. These shares have not been included in the column entitled "Total Offering" in the table above.

The sales price to the public is fixed at $0.01 per share until such time as the shares of common stock become traded on the Over The Counter Bulletin Board operated by the National Association of Securities Dealers, Inc. or another exchange. We intend to contact an authorized OTCBB market maker for sponsorship of our securities on the OTCBB upon effectiveness of this registration statement. However, there is no guarantee our common stock will be accepted for quotation on the OTC Bulletin Board. If our common stock becomes quoted on the Over The Counter Bulletin Board or another exchange, then the sales price to the public will vary according to the selling decisions of each selling shareholder and the market for our stock at the time of resale. Our sole officer and director, namely Mr. Jianbin Chen, will be conducting his offering of shares at the fixed price of $0.01 /share for the duration of the offering and is an underwriter of the offering.

Our shares are of common stock are not traded anywhere.

Investing in our common stock involves risks. See "Risk Factors" starting at page 6.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. It's illegal to tell you otherwise.

The date of this prospectus is August 29, 2006.

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TABLE OF CONTENTS

	Page No.

Summary of our offering	5

Risk Factors	6

Use of Proceeds	8

Determination of Offering Price	8

Dilution	8

Plan of Distribution	8

Business	11

Management's Discussion and Analysis or Plan of Operation	13

Management	16

Executive Compensation	17

Principal and Selling Shareholders	18

Description of Securities	20

Certain Transactions	21

Litigation	22

Experts	22

Legal Matters	22

Financial Statements	22

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SUMMARY OF OUR OFFERING

Our business

Revo Ventures Inc. was incorporated in the state of Nevada on April 17, 2006. We intend to commence operations as a software developer which will create parental filter software for restricting computer and Internet access on a personal computer. The initial region we plan to market our website to is the Chinese domestic market. We currently have signed a contract with a Chinese web developer to create and develop our company's web front. We expect that our website will complete the beta phase of development by the end of December 2006. We currently have not advanced beyond the business plan state from our inception until the date of this filing. We plan to raise initial seed financing through the sale of our common shares as described in this offering. The initial seed financing will be put towards developing the company's website, designing and writing the software, and paying for costs related to registering the Company's common stock for public sale. We anticipate that in order for us to begin commercialization and retail sale of our software, we will need to raise additional capital. We currently do not have any specific plans to raise these funds.

We do not intend to open any new stores; enter into any type of new business; or, purchase equipment or other assets in the next twelve month period following the date of this prospectus. From inception until the date of this filing, we have had no material operating activities. Our current cash balance is $5,000. We anticipate that our current cash balance will not satisfy our cash needs for the following twelve-month period.

We are applying to become a public reporting company in order to raise initial seed financing for the Company's operations and to make the Company a more attractive investment candidate for prospective investors. Our sole officer and director, namely Jianbin Chen, will be conducting his offering of shares at the fixed price of $0.01/share for the duration of the offering and is an underwriter of the offering.

The offering

Following is a brief summary of this offering:

Securities being offered by selling shareholders

5,000,000 shares of common stock

Securities being offered by the Company 2,100,000 shares of common stock

Offering price per share

$0.01

Net proceeds to us

$21,000

Number of shares outstanding before the offering

5,000,000

Number of shares outstanding after the offering if all of the shares are sold
7,100,000

Selected financial data

The following financial information summarizes the more complete historical financial information at the end of this prospectus.

	As of
	July 31, 2006
	(Audited)
Balance Sheet
Total Assets	$	$5,000
Total Liabilities	$	$0
Stockholders Equity (Deficit)	$	$5,000
	From Inception
	through
	July 31, 2006
	(Audited)
Income Statement
Revenue	$	$0
Total Expenses	$	$2,825
Net Loss	$	($2,825)

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RISK FACTORS

Please consider the following risk factors before deciding to invest in our common stock.

Risks associated with Revo Ventures Inc.:

Our auditors have issued a going concern opinion. This means we may not be able to achieve our objectives and may have to suspend or cease operations. Our auditors have issued a going concern opinion as at August 15, 2006. This means that there is substantial doubt that we can continue as an ongoing business without additional financing and/or generating profits. If we are unable to do so, we will have to cease operations and you will lose your investment.
Because all of our assets and our officers and directors are located outside the United States of America, it may be difficult for an investor to enforce within the United States any judgments obtained against us or any of our officers and directors. All of our assets are located outside of the United States and we do not currently maintain a permanent place of business within the United States. In addition, our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons' assets are located outside the United States. As a result, it may be difficult for an investor to effect service of process or enforce within the United States 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. In addition, there is uncertainty as to whether the courts of Canada and other ju risdictions would recognize or enforce judgments of United States courts obtained against us or our director and officer predicated upon the civil liability provisions of the securities laws of the United States or any state thereof, or be competent to hear original actions brought in Canada or other jurisdictions against us or our director and officer predicated upon the securities laws of the United States or any state thereof.
Because we have only one officer and director who are responsible for our managerial and organizational structure, in the future, there may not be effective disclosure and accounting controls to comply with applicable laws and regulations which could result in fines, penalties and assessments against us. We have only one officer and director. He is responsible for our managerial and organizational structure which will include preparation of disclosure and accounting controls under the Sarbanes Oxley Act of 2002. When theses controls are implemented, they will be responsible for the administration of the controls. Should they not have sufficient experience, they may be incapable of creating and implementing the controls which may cause us to be subject to sanctions and fines by the SEC which ultimately could cause you to lose your investment.
Because our sole executive officer will only be devoting limited time to our operations, our operations could be sporadic which may result in periodic interruptions or suspensions of operations and a lack of revenues which may cause us to cease operations. Jianbin Chen, our sole executive officer will only be devoting limited time to our operations. Mr. Chen will be devoting approximately twenty five hours a week to our operations. Because Mr. Chen will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to Mr. Chen. As a result, operations may be periodically interrupted or suspended which could result in a lack of revenues and a possible cessation of operations.

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Because we do not maintain any insurance, if a judgment is rendered against us, we may have to cease operations. We do not maintain any insurance and do not intend to maintain insurance in the future. Because we do not have any insurance, if we are made a party to a lawsuit, we may not have sufficient funds to defend the litigation. In the event that we do not defend the litigation or a judgment is rendered against us, we may have to cease operations.
Because all of our assets and our sole officer and directors are located outside the United States of America, it may be difficult for an investor to enforce within the United States any judgments obtained against us or any of our officers and directors. All of our assets are located outside of the United States. In addition, our director and officer is a national and/or resident of countries other than the United States, and all or a substantial portion of such persons' assets are located outside the United States. As a result, it may be difficult for an investor to effect service of process or enforce within the United States 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. In addition, there is uncertainty as to whether the courts of Canada or Canada or other jurisdictions would recognize or enforce judgments of United States courts obtain ed against us or our director and officer predicated upon the civil liability provisions of the securities laws of the United States or any state thereof, or be competent to hear original actions brought in Canada or China or other jurisdictions against us, our sole officer and our directors predicated upon the securities laws of the United States or any state thereof.
If we are not able to effectively respond to competition, our business may fail. There are many small companies based on the Internet that sell software products which are similar to our proposed business venture. Most of these competitors have established businesses with a established customer base. We will attempt to compete against these groups by offering a much higher quality product compared to our competitors products with a more customizable product. However, we cannot assure you that such a strategy will be successful, or that competitors will not copy our business strategy. Our inability to achieve sales and revenues due to competition will have an adverse effect on our business operations and financial condition.
We need to raise additional investment capital in the future in order to commence our business operations. If we are unable to raise the required investment capital, you may lose all of your investment In the current economic environment; it is extremely difficult for companies without profits or revenues, such as us, to raise capital. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. In the event we are not successful in selling our common stock, we may also seek to obtain short-term loans from our director, although no such arrangement has been made. At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our director to meet our initial capital requirement needs. If we are unable to raise the required financing, we will be unable to proceed with our business plan and you may lose your entire investment.
Our principal shareholder controls the majority of our common stock; investors will have little control over our management or other matters requiring shareholder approval. Mr. Chen, our sole director, president and principal shareholder, currently owns 5,000,000, or approximately 70.42%, of our outstanding common stock if the offering is completely sold, giving him the ability to control all matters submitted to our stockholders for approval and to control our management and affairs, including the election of our directors; the acquisition or disposition of our assets, the future issuance of our shares and approval of other significant corporate transactions. Our principal shareholder may also have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests.
Because our articles of incorporation authorize the issuance of 50,000,000 shares of common stock, an investor faces the risk of having their percentage ownership diluted in the future. We anticipate that any additional funding will be in the form of equity financing from the sale of our common stock. In the future, if we do sell more common stock, your investment could be subject to dilution. Dilution is the difference between what you pay for your stock and the net tangible book value per share immediately after the additional shares are sold by us. These shares may also be issued without security holder approval and, if issued, may be granted voting powers, rights, and preferences that differ from and may be superior to those of the registered shares.
Because we are registering for public sale our common shares in the United States, our company will now need to comply with the obligations associated with being a public reporting company in the United States. If we are unable to comply with these obligations, we face the risk of being financially penalized or having the public trading of our common shares halted or ceased completely. As a public reporting company in the United States, we are required to comply with the obligations set out in the Securities Act. Examples of obligations we are required to comply with include timely filings of quarterly and annual statements and ensuring our financial statements are audited and updated. Investors face the risk of losing liquidity of their common shares, if we fail to comply with our obligations and have the trading our common shares halted or ceased.

Risks associated with this offering:
Investment risks:

Because there is no public trading market for our common stock, you may not be able to resell your stock. There is currently no public trading market for our common stock. Therefore there is no central place, such as stock exchange or electronic trading system, to resell your shares. If you do want to resell your shares, you will have to locate a buyer and negotiate your own sale.

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Because our securities are subject to penny stock rules, you may have difficulty reselling your shares. Our shares as penny stocks are covered by section 15(g) of the Securities Exchange Act of 1934 which imposes additional sales practice requirements on broker/dealers who sell the Company's securities including the delivery of a standardized disclosure document; disclosure and confirmation of quotation prices; disclosure of compensation the broker/dealer receives; and, furnishing monthly account statements. For sales of our securities, the broker/dealer must make a special suitability determination and receive from its customer a written agreement prior to making a sale. The imposition of the foregoing additional sales practices could adversely affect a shareholder's ability to dispose of his stock.
This offering is being conducted on a "self-writing" basis and all of the funds obtained may go solely towards offering expenses. No minimum amount is required to be sold in this offering. Our officer and director on a "self-writing" basis are selling this offering. This means no professional broker or dealer is involved in the offering of our shares and substantially increases the risk that we may be unable to sell all of our shares and therefore be unable to pay our offering expenses. Since we are not required to sell any minimum amount in this offering, we may be unable to obtain sufficient funds to become a viable company and may lose your entire investment.

USE OF PROCEEDS

	Table 1 - Sale of 100% of Issuer stock offered	Table 2 - Sale of 50% of Issuer stock offered
Gross Proceeds	$21,000	$10,500
Less Expense of Offering:
Legal Fees	1,500	1,500
Accounting Fees	4,000	4,000
Electronic Filing and Printing	400	400
Use of Net Proceeds:	15,100	4,600
Website Construction	5,000	4,600
Software Development	8,000	0
Working Capital (1)	2,100	0
Total Use of Proceeds	$21,000	$10,500

(1) The $2,100 designated as "working capital" has not been specifically designated for a particular use. These funds will be used solely for unanticipated expenses and contingencies including additional legal fees, accounting fees, regulatory filing fees, or EDGAR formatting fees or, in the event we do not incur any unanticipated expenses and contingencies, for software development.

	Table 3 - Sale of 25% of Issuer stock offered	Table 4 - Sale of 10% of Issuer stock offered
Gross Proceeds	$5,250	$2,100
Less Expense of Offering:
Legal Fees	1,500	1,500
Accounting Fees	4,000	4,000
Electronic Filing and Printing	400	400
Use of Net Proceeds:	-650	-3,800
Website Construction	0	0
Software Development	0	0
Working Capital (1)	0	0
Total Use of Proceeds	$5,250	$2,100

As the four tables above indicate:

- We will not have sufficient funds to commence operations unless substantially all of the 2,100,000 common shares being offered by us are purchased.

- In the event we only sell 525,000 of our common shares we would be unable to pay our attorneys, accountants, electronic filing and printing expenses out of the proceeds of this offering and would owe $650 to such individuals and entities. In addition, we would have to liquidate substantially all of our assets to make

- In the event we only sell 210,000 of our common shares we would be unable to pay our attorneys, accountants, electronic filing and printing expenses out of the proceeds of this offering and would owe $3,800 to such individuals and entities. In addition, we would have to liquidate substantially all of our assets to make

We have estimated that we will have approximately $2,100 additional working capital if all of the 2,100,000 common shares being offered by us are sold. These funds will be used solely for unanticipated expenses and contingencies including additional legal fees, accounting fees, regulatory filing fees, or EDGAR formatting fees or, in the event we do not incur any unanticipated expenses and contingencies, for software development. This money may or may not be enough to run the business until additional financing can be obtained. If it is not enough we will be forced to look for more funding. No arrangements have been made for this funding.

DETERMINATION OF OFFERING PRICE

The offering price of this issue was set in a purely arbitrary manner. We determined the amount of money needed to start the business; added a contingency amount; and allowed for our printing, legal and accounting costs. We also took into account the resultant number of shares in the "float" (i.e. the number of shares available to be traded). The final consideration was our perceived market capitalization or the theoretical total worth of the shares of Revo Ventures Inc. if they were all sold at a specific price at the same time.

DILUTION

Revo Ventures Inc., prior to this offering has 5,000,000 shares of stock issued and outstanding. 5,000,000 of these shares are being registered for sale by our present shareholder in this prospectus.

The following table illustrates the difference between the price paid by present shareholders and the price to be paid by subscribers to this offering.

	Average price paid	Average price paid subscription (50% subscription)	Percentage of Consideration (100% subscription)	Percentage of Shares held (50% subscription)	Percentage of Shares held (100% subscription)	Number of shares issued	Total Consideration
Present Shareholders	$0.001	32.3%	19.2%	82.6%	70.4%	5,000,000	$5,000
Investors in this Offering	$0.01	67.7%	80.8%	17.4%	29.6%	2,100,000	$21,000

The following table will show the net tangible value of the shares before and after shares are subscribed in this offering:

	Before Offering	After 50% of Offering	After 100% of Offering
Net Tangible Book Value per Share:	0.001	0.00256	0.00366
Increase in Net Tangible Book Value for current investors	N/A	0.00156	0.00266
Dilution factor to new investors	N/A	0.00744	0.00634

The above table indicates that the net tangible book value of the Company is currently $0.001. If half of the this offering were subscribed to, you would lose $0.00744 value of the $0.01 you paid per share. If all of the offering were completed you would still lose $0.00634 per share of the $0.01 you invested.

"Dilution" means the difference between our public offering price of $0.01 per share and our pro forma net tangible book value per share after giving effect to this offering. Net tangible book value per share is determined by dividing our tangible net worth, consisting of tangible assets less total liabilities, by the number of shares outstanding. The above table shows the net tangible book value of our shares both before and after the completion of this offering.

PLAN OF DISTRIBUTION

General

We will attempt to sell a maximum of 2,100,000 shares of our common stock to the public on a "self-written" basis. There can be no assurance that any of these shares will be sold. Our gross proceeds will be $21,000 if all the shares offered are sold. Neither we nor our officer or director, nor any other person, will pay commissions or other fees, directly or indirectly, to any person or firm in connection with solicitation of the sales of shares.

The following discussion addresses the material terms of the plan of distribution.

We are offering up to 2,100,000 of our common stock at a price of $0.01 per share to be sold by our executive officer, Mr. Jianbin Chen. Since this offering will conducted as a self-written offering, there can be no assurance that any of the shares will be sold. If we fail to sell all the shares we are trying to sell, our ability to implement our business plan will be materially affected, and you may lose all or substantially all of your investment.

There is currently no market for any our shares and little likelihood that a public market for such securities will develop after the closing of this offering or be sustained if developed. As such, investors may not be able to readily dispose of any shares purchased in this offering.

Our executive officer shall conduct the offering. Although Mr. Chen is an associated person of us as that term is defined in Rule 3a4-1 under the Exchange Act, our counsel has orally advised us that Mr. Chen will not be deemed a broker or dealer in the sale of our securities.

Mr. Chen will restrict his participation to the following activities:

a) Preparing any written communication or delivering any communication through the mails or other means that does not involve oral solicitation by them of a potential purchaser;

b) Responding to inquiries of potential purchasers in a communication initiated by the potential purchasers, provided however, that the contents of response are limited to information contained in a registration statement filed under the Securities Act or other offering document;

c) Performing ministerial and clerical work involved in effecting any transaction.

Mr. Chen are fully aware of the provisions of Rule 3a4-1 under the Exchange Act and will conduct this offering in accordance with Rule 3a4-1, and will rely upon this rule. Should Mr. Chen conduct this offering in any way that violates Rule 3a4-1, both he and we could be subjected to enforcement proceedings, fines, and sanctions by the Securities and Exchange Commission and by the regulatory authorities of any state or province in which our securities are offered.

Mr. Chen may purchase securities in this offering along the same terms and conditions as other public investors.

No broker or dealer is participating in this offering. If, for some reason, our directors and shareholders were to determine that the participation of a broker or dealer is necessary, this offering will be promptly amended by a post effective amendment to disclose the details of this arrangement, including the fact that the broker or dealer is acting as an underwriter of this offering. This amendment would also detail the proposed compensation to be paid to any such broker or dealer. The post effective amendment would also extend an offer of rescission to any investors who subscribed to this offering before the broker or dealer was named. In addition to the foregoing requirements, we would be required to file any such amendment with the Corporate Finance Department of the National Association of Securities Dealers, Inc. and to obtain from them a "no objection" position from that organization on the fairness of the underwriting compensation. We would have to amend our filings at the state and provincial level.

The offering will remain open for a period until August 29, 2007 or 180 day from the date of this prospectus, unless the entire gross proceeds are earlier received or we decide, in our sole discretion, to cease selling efforts.

This prospectus is also part of the registration statement that enables selling shareholders to sell their shares on a continuous or delayed basis in the future.

While the registration statement is effective, selling shareholders may sell their shares directly to the public at a price

There is 1 selling shareholder. He may be deemed an underwriter. He may sell some or all of their common stock in one or more transactions, including block transactions:

1.

On such public markets or exchanges as the common stock may from time to time be trading;

2.

In privately negotiated transactions;

3.

Through the writing of options on the common stock;

4.

In short sales; or

5.

In any combination of these methods of distribution.

The sales price to the public is fixed at $0.01 per share until such time as the shares of our common stock become traded on the Bulletin Board operated by the National Association of Securities Dealers, Inc. or another exchange. If our common stock becomes quoted on the Bulletin Board or another exchange, then the sales price to the public will vary according to the selling decisions of each selling shareholder and the market for our stock at the time of resale. In these circumstances, the sales price to the public may be:

1.

The market price of our common stock prevailing at the time of sale;

2.

A price related to such prevailing market price of our common stock; or

3.

Such other price as the selling shareholders determine from time to time.

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After the first anniversary of the issuance of the company's shares, they may also be sold in compliance with the Securities and Exchange Commission's Rule 144. There are five conditions to Rule 144.

(1) Holding Period

Before you may sell restricted securities in the marketplace, you must hold them for at least one year. The one year period holding period begins when the securities were brought and fully paid for. The holding period only applies to restricted securities.

(2) Adequate Current Information

There must be adequate current information about the issuer of the securities before the sale can be made. This generally means the issuer has compiled with the periodic reporting requirements of the Securities Exchange Act of 1934.

(3) Trading Volume Formula

After the one-year holding period, the number of shares you may sell during any three-month period can't exceed the greater of 1% of the outstanding share of the same class being sold, or if the class is listed on a stock exchange or quoted on NASDAQ, the greater of 1% or the average reported weekly trading volume during the four weeks preceding the filing a notice of the sale on Form 144.

(4) Ordinary Brokerage Transactions

The sales must be handled in all respect as routine trading transactions, and brokers may not receive more than a normal commission. Neither the seller nor the broker can solicit orders to buy the securities.

(5) Filing Notice with the SEC

At the time you place your order, you must file a notice with the SEC on Form 144 if the sale involves more than 500 shares or the aggregate dollar amount is greater than $10,000 in any three- month period. The sale must take place within three months of filing the Form and, if the securities have not been sold, you must file an amended notice.

Please note that the rules for affiliates under Rule 144 differs substantially from the rule for non-affiliates.

The shares may also be sold in compliance with the Securities and Exchange Commission's Rule 144. The selling shareholders may also sell their shares directly to market makers acting as principals or brokers or dealers, who may act as agent or acquire the common stock as a principal. Any broker or dealer participating in such transactions as agent may receive a commission from the selling shareholders, or, if they act as agent for the purchaser of such common stock, from such purchaser. The selling shareholders will likely pay the usual and customary brokerage fees for such services. Brokers or dealers may agree with the selling shareholders to sell a specified number of shares at a stipulated price per share and, to the extent such broker or dealer is unable to do so acting as agent for the selling shareholders, to purchase, as principal, any unsold shares at the price required to fulfill the respective broker's or dealer's commitment to the selling shareholders. Brokers or dealers who acquire shares as principals may thereafter resell such shares from time to time in transactions in a market or on an exchange, in negotiated transactions or otherwise, at market prices prevailing at the time of sale or at negotiated prices, and in connection with such re-sales may pay or receive commissions to or from the purchasers of such shares. These transactions may involve cross and block transactions that may involve sales to and through other brokers or dealers.

We can provide no assurance that all or any of the common stock offered will be sold by the selling shareholders. We are bearing all costs relating to the registration of the common stock, estimated to be $7.60. The selling shareholders, however, will pay commissions or other fees payable to brokers or dealers in connection with any sale of the common stock. The selling shareholders must comply with the requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934 in the offer and sale of the common stock. In particular, during such times as the selling shareholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law and may, among other things:

1. Not engage in any stabilization activities in connection with our common stock;

2. Furnish each broker or dealer through which common stock may be offered, such copies of this prospectus, as amended from time to time, as may be required by such broker or dealer; and

3. Not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Securities Exchange Act of 1934.

There is no assurance that any of the selling shareholders will sell any or all of the shares offered by them. Under the securities laws of certain states, the shares may be sold in such states only through registered or licensed brokers or dealers. In addition, in certain states the shares may not be sold unless they have been registered or qualified for sale in that state or an exemption from registration or qualification is available and is met. There are no pre-existing contractual agreements for any person to purchase the shares.

Of the 5,000,000 shares of common stock outstanding as of August 15, 2006, 5,000,000 shares were owned by our officers and directors and may only be resold pursuant to this registration statement or in compliance with Rule 144 of the Securities Act of 1933.

We have not declared any cash dividends, nor do we intend to do so. We are not subject to any legal restrictions respecting the payment of dividends, except that they may not be paid to render us insolvent. Dividend policy will be based on our cash resources and needs and it is anticipated that all available cash will be needed for our operations in the foreseeable future.

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Section 15(g) of the Exchange Act

Our shares are covered by section 15(g) of the Securities Exchange Act of 1934, as amended, and Rules 15g-1 through 15g-6 promulgated thereunder. They impose additional sales practice requirements on broker/dealers who sell our securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $8,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses).

Rule 15g-1 exempts a number of specific transactions from the scope of the penny stock rules.

Rule 15g-2 declares unlawful broker/dealer transactions in penny stocks unless the broker/dealer has first provided to the customer a standardized disclosure document.

Rule 15g-3 provides that it is unlawful for a broker/dealer to engage in a penny stock transaction unless the broker/dealer first discloses and subsequently confirms to the customer current quotation prices or similar market information concerning the penny stock in question.

Rule 15g-4 prohibits broker/dealers from completing penny stock transactions for a customer unless the broker/dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction.

Rule 15g-5 requires that a broker/dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction, information about the sales persons compensation.

Rule 15g-6 requires broker/dealers selling penny stocks to provide their customers with monthly account statements.

Rule 15g-9 requires broker/dealers to approved the transaction for the customer's account; obtain a written agreement from the customer setting forth the identity and quantity of the stock being purchased; obtain from the customer information regarding his investment experience; make a determination that the investment is suitable for the investor; deliver to the customer a written statement for the basis for the suitability determination; notify the customer of his rights and remedies in cases of fraud in penny stock transactions; and, the NASD's toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.

The application of the penny stock rules may affect your ability to resell your shares.

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BUSINESS
Overview

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Website Design Contract

On July 28, 2006, Revo Ventures Inc. signed a Web Site Design Contract with Li Xia Wen. to create and develop the Company's website. The beta phase of our company's website is scheduled to be completed by the end of December 2006.

In consideration for the Li Xia Wen to create and develop the website, we accepted to pay the following fees:

We agreed to pay to the Fusion Business Group Inc. a fee of $4,000 for the website, which is due upon the completion of the beta phase of the website.

Other than the items mentioned above, we are not required to make any other types of payments to Li Xia Wen during the term of the agreement.

Principal Products or Services and Their Markets

This is the initial stage of our business. As of the date of this filing, we have not implemented our business plan.

We intend to commence operations as a software developer which will create parental filter software for restricting computer and Internet access on a personal computer. Our proposed software has two functions: 1) Acts as a software lock which can prevent certain users from accessing the Internet from the computer and 2) Used as an educational study tool targeted at youths under the age of 14.

Our software targets families that face having two full-time working parents who cannot be at home supervising their children over their Internet usage and ensuring that their educational needs are being properly nurtured. Our software will allow parents to restrict the amount of time they will allow their children on the Internet, for example a certain number of minutes per day, and the software will not allow the children on to the Internet until they have completed the parental assigned study exercises that is created by our software. Our proposed software will function as follows:

1) Parent installs our software on the personal computer of their choice.

2) Our software prompts the parent to create user accounts for each child who has access to this computer.

3) Parent then inputs the user restrictions, ie. the maximum amount of time the user can access the Internet per day or the number of study exercise that must be completed prior to the Internet being accessible, they wish to associate with each account

4) Once the software is operating, the child user must login into their account and fulfill the pre-assigned requirements set out by their parents, before Internet access is granted to them.

5) Once a child user uses up his/her allotted duration on the Internet per day, the software will either cut off access to the Internet unless additional Internet usage time is authorized by Parent user account.

6) Parents will also be able to remotely access their children progress and Internet usage even if they are away from home by accessing our Company's website, as our software will monitor a child's Internet usage and study progress and forward this information to our Company's database for remote access.

7) Our Company's website will offer download updates to the software's study exercise library on a monthly basis.

Our software will offer study libraries in various academic subjects, such as math, English, Chinese, and sciences. A pricing model has not been decided as yet, however we expect we will implement a monthly subscription based revenue model.

The initial market we plan to introduce our software to is the Chinese market. The Company chose the Chinese market due to the president's familiarity with this market and also due to lower labor costs in software development and website design. We have currently signed a website design contract with a Chinese web design contractor to help us create and develop our Company's website. We plan to officially launch this website by December 2006.

Competition

The current educational software market in China is highly fragmented and populated with many different developers specializing in different niche segments. Most of these developers are small in size and service only a limited amount of customers. Most software developers sell their products through traditional retail computer outlets and software suppliers and wholesalers.

Insurance

Currently, we have no insurance coverage.

Government Regulation

We are currently not subject to any government regulations.

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Offices

The Company's headquarters and executive offices are located at Post Office 020, Lu Yuan District, Chang Chun, Jin Lin, China, 130062. Our telephone number is 13943034459..

Employees

We currently do not have any employees.

Subsidiaries

We do not have any subsidiaries

Bankruptcy, Receivership, or Similar Proceedings

There has been no bankruptcy, receivership, or similar proceedings

Patents and Trademarks

We do not have any patents or trademarks

Legal Proceedings

We are not a party to any material legal proceeding, nor are any of our officers, directors or affiliates' a party adverse to us in any legal proceeding.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Caution about Forward-Looking Statements

This management's discussion and analysis or plan of operation should be read in conjunction with the financial statements and notes thereto of the Company for the fiscal period ended July 31, 2006. Because of the nature of a relatively new and growing company the reported results will not necessarily reflect the future.

This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Plan of Operation For the Next Twelve Months

Our plan of operation for the twelve months following the date of this prospectus is to finish designing and writing our proposed software and to prepare for the commencement of business operations in China. The process may include, but not exclusively, activities such as:

1) Completing the development of the initial phase of the website. The initial phase of the website will be used as an advertising tool to attract online retailers and future investors. We expect to finish this by the end of December 2006.

2) Interviewing and hiring one software programmer to aid in the development and creation of our proposed software. We expect to have hired a software programmer by the end of September 2006.

3) Completing the development of our proposed software. We expect to have our software ready for commercialization by the end of March 2007.

4) Finding a suitable web host which will be able to handle the e-commerce capabilities our Company requires. We expect to determine a suitable web hosting company by the end of April 2007.

5) Commercialization of the Company's website for retail sale of our software. We expect to be ready for commercialization by the end of May 2007.

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We expect that we will be commencing operations in China by the end of May of 2007. We expect that our business operations will become profitable by the end of December of 2007.

We estimate that our current working capital position of approximately $5,000 will not be sufficient to meet our short-term cash needs for the next twelve-month period. We do not intend to open any new stores; enter into any type of new business; or, purchase equipment or other assets in the next twelve month period following the date of this prospectus.

We do not have sufficient funds on hand to continue our organizational and research activities, our cash reserves are not sufficient to commence operations of our business plan. As a result, we will need to seek additional funding in the near future for the initial capital requirements of commercializing our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that we can obtain short-term loans from our director or shareholders, although no such arrangement has been made. At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding through a loan from our director to meet our initial capital requirement needs.

If we are unable to raise the required financing, we may be delayed in commencing our business plan or we may have to cease operations.

If there is a need and we are unable to raise the required financing, we may be delayed in commencing our business plan.

Critical Accounting Policies and Estimates

Management's discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires that we make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. At each balance sheet date, management evaluates its estimates, including, but not limited to, those related to accounts receivable, inventories, and deferred revenue. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. The estimates and critical accounting policies that are most important in fully understanding and evaluating our financial condition and resu lts of operations are discussed below.

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MANAGEMENT

Officers and Directors

Each of our directors serves until his or her successor is elected and qualified. Each of our officers is elected by the board of directors to a term of one (1) year and serves until his or her successor is duly elected and qualified, or until he or she is removed from office. The board of directors has no nominating, auditing or compensation committees.

The name, age and position of our present officers and directors are set forth below:

Name	Age	Position Held

Jianbin Chen	33	President, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, Treasurer, Secretary, and Director

Each director serves until our next annual meeting of the stockholders or unless they resign earlier. The Board of Directors elects officers and their terms of office are at the discretion of the Board of Directors.

Background of officers and directors

Jianbin Chen has been our president, principal executive officer, principal financial officer, principal accounting officer, treasurer and a director since our inception on April 17, 2006. In 1996, Mr. Chen graduated from Qing Dao University in Qing Dao, Shan Dong with a bachelor's degree in computer science focusing on software programming. From 1998 to 2002, Mr. Chen was a software programmer/developer at Tian Wei Software in Da Lian, Liao Ning. Mr. Chen's focus at Tian Wei Software was in writing educational software programs and tools for young children and university students. From 2003 to the present date, Mr. Chen has been working as an independent consultant assisting small businesses and corporations in China design and write customized software solutions for businesses.

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Audit Committee Financial Expert

We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we are only beginning our commercial operations, at the present time, we believe the services of a financial expert are not warranted.

Conflicts of Interest

The only conflict that we foresee is that our officers and directors devote time to projects that do not involve us.

EXECUTIVE COMPENSATION

The following table sets forth information with respect to compensation paid by us to our officers and directors during the three most recent fiscal years. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any.

Summary Compensation Table

					Long Term Compensation
		Annual Compensation			Awards		Payouts
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)
				Other
				Annual	Restricted	Securities
				Compen	Stock	Underlying	LTIP	All Other
Name and Principal		Salary	Bonus	sation	Award(s)	Options /	Payouts	Compens
Position [1]	Year	($)	($)	($)	($)	SARs (#)	($)	ation ($)

Jianbin Chen	2006	0	0	0	0	0	0	0
President. Treasurer,
Secretary, and Director

[1] All compensation received by the officers and directors has been disclosed.

Option/SAR Grants

There are no stock option, retirement, pension, or profit sharing plans for the benefit of our officers and directors.

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Long-Term Incentive Plan Awards

We do not have any long-term incentive plans.

Compensation of Directors

We do not have any plans to pay our directors any money.

Indemnification

Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

PRINCIPAL AND SELLING SHAREHOLDERS

The following table sets forth, as of the date of this prospectus, the total number of shares owned beneficially by each of our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The table also reflects what their ownership will be assuming completion of the sale of all shares in this offering. The stockholders listed below have direct ownership of his/her shares and possess sole voting and dispositive power with respect to the shares. The address for each person is our address at Post Office Box 020, Lu Yuan District, Chang Chun, Ji Lin, China, 130062

	Direct Amount of		Percent
Name of Beneficial Owner	Beneficial Owner	Position	of Class
Jianbin Chen	5,000,000	President, Principal Executive Officer,	70.42%
		Principal Financial Officer, Principal
		Accounting Officer, Treasurer, Secretary
		and Director

All officer and Directors as a
Group (1 person)	5,000,000		70.42%

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Securities authorized for issuance under equity compensation plans.

We have no equity compensation plans.

Selling Shareholders

The selling shareholders named in this prospectus are offering 5,000,000 shares of the 7,100,000 shares of common stock offered in through this prospectus. The shares include following:

1. 5,000,000 shares of our common stock that the selling shareholders acquired from us in an offering that was exempt from registration under Regulation S of the Securities Act of 1933 and completed in August 2006.

The following table provides as of the date of this prospectus information regarding the beneficial ownership or our common stock held by each of the selling shareholders, including:

1. the number of shares owned by each prior to this offering

2. the total number of shares that are to be offered for each;

3. the total number of shares that will be owned by each upon completion of the offering;

4. the percentage owned by each; and

5. the identity of the beneficial holder of any entity that owns the shares

None of our selling shareholders is a broker-dealer or an affiliate of a broker-dealer.

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Name of Selling Shareholder Shares owned prior to this Offering Percentage of shares owned prior to offering Total Number of Shares to be offered by the Selling Shareholders Account Percent Owned upon Completion of this offering assuming all of the shares are sold in the offering

Chen, Jianbin 5,000,000
100%
5,000,000 0%

Except as otherwise noted in the above list, the named party beneficially owns and has sole voting and investment power over all shares or rights to these shares. The number in this this table assume that none of the selling shareholders sells shares of common stock not being offered in this prospectus or purchases additional shares of common stock, and assumes that all shares offered are sold. The percentage are based on 5,000,000 shares of common stock outstanding on the date of this prospectus.

DESCRIPTION OF SECURITIES

Common Stock

Our authorized capital stock consists of 50,000,000 shares of common stock, $0.001 par value per share. The holders of our common stock:

*

have equal ratable rights to dividends from funds legally available if and when declared by our board of directors;

*

are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;

*

do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and

*

are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.

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All shares of common stock now outstanding are fully paid for and non-assessable and all shares of common stock which are the subject of this offering, when issued, will be fully paid for and non-assessable. We refer you to our Articles of Incorporation, Bylaws and the applicable statutes of the state of Nevada for a more complete description of the rights and liabilities of holders of our securities.

Non-cumulative voting

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors.

Cash dividends

As of the date of this prospectus, we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our board of directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Anti-takeover provisions

There are no Nevada anti-takeover provisions that may have the affect of delaying or preventing a change in control.

Reports

After we complete this offering, we will not be required to furnish you with an annual report. Further, we will not voluntarily send you an annual report. We will be required to file reports with the SEC under section 15(d) of the Securities Act. The reports will be filed electronically. The reports we will be required to file are Forms 10-KSB, 10-QSB, and 8-K. You may read copies of any materials we file with the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that will contain copies of the reports we file electronically. The address for the Internet site is www.sec.gov.

Stock transfer agent

Our stock transfer agent for our securities is Empire Stock Transfer Inc., 7251 West Lake Mead Boulevard, Suite 300, Las Vegas, Nevada 89128-8351 and its telephone number is (702) 562-4091.

CERTAIN TRANSACTIONS

We issued 5,000,000 shares of common stock to Jianbin Chen one of our directors in August 2006, in consideration of $5,000.

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LITIGATION

We are not a party to any pending litigation and none is contemplated or threatened.

EXPERTS

Our financial statements for the period from inception to August 15, 2006, included in this prospectus have been audited by Gordon K.W. Gee. Ltd, Suite 601 - 325 Howe Street, Vancouver, B.C., V6C 1Z7 and their telephone number is 604-689-8815. .

LEGAL MATTERS

The legality of the shares of Common Stock being offered will be passed upon for us by Robertson & Williams, a professional corporation in Oklahoma City, Oklahoma. Their address is, 3033 N.W. 63rd Street, Suite 200, Oklahoma City, Oklahoma 73116-3607, telephone (405) 848-1944.

FINANCIAL STATEMENTS

Our fiscal year end is July 31. We will provide audited financial statements to our stockholders on an annual basis; the statements will be audited by a firm of Chartered Accountants.

An Incorporated Professional GORDON K.W. GEE

Chartered Accountant

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Revo Ventures Inc.:

I have audited the accompanying statement of financial position of Revo Ventures Inc. as of 31 July 2006 and the related statements of operations and deficit, cash flow and changes in shareholder's equity and comprehensive income for the period then ended. These financial statements are the responsibility of the company's management. My responsibility is to express an opinion on these financial statements based on my audit.

I have conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that i plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining on a text basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.

In my opinion, these financial statements present fairly, in all material respects, the financial position of Revo Ventures Inc. as at 30 June 2005 and the results of the operations and cash flow of the company for the period then ended, in conformity with generally accepted accounting principles accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has had limited operations and have not commenced planned principal operations. This raises substantial doubt about its ability to continue as a going concern. Management's plan in regard to these matters are also described in Note 1. the financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Vancouver, B.C., Canada "Gordon K.W. Gee"

14 August 2006 CHARTERED ACCOUNTANT

REVO VENTURES INC.

STATEMENTS OF FINANCIAL POSTION

AS AT 31 JULY

(A Development Company)

(Expressed in United States Dollar)

2006

ASSETS $

CURRENT

Cash 5,000

LIABILITIES

CURRENT

Accounts payable and accrued liabilities 2,825

SHAREHOLDER'S EQUITY

SHARE CAPITAL (Note 4) 5,000

DEFICIT (2,825)

2,175

5,000

APPROVED BY THE DIRECTOR:

Jianbin Chen, Director

(See accompanying notes to the financial statements)

REVO VENTURES INC.

STATEMENT OF OPERATIONS AND DEFICIT

FOR THE PERIOD 17 APRIL 2006 TO 31 JULY 2006

(A Development Company)

(Expressed in United States Dollar)

2006

GENERAL AND ADMINISTRATIVE EXPENSES

Professional Fees 2,825

LOSS AND DEFICIT 2,825

WEIGHTED AVERAGE BASIC AND FULLY DILUTE

EARNING PER SHARE (0.0006)

(See accompanying notes to the financial statements)

REVO VENTURES INC.

STATEMENTS OF CHANGES IN CASH FLOWS

FOR THE PERIOD 17 APRIL 2006 TO 31 JULY 2006

(A Development Company)

(Expressed in United States Dollar)

2006

OPERATION ACTIVITIES

Net Loss (2,825)

Changes in non-cash working capital accounts - -

Accounts payable and accrued liabilities 2,825

FINANCING ACTIVITIES

Share capital subscribed 5,000

INCREASE (DECREASE) IN CASH ENDING OF PERIOD 5,000

(See accompanying notes to the financial statements)

REVO VENTURES INC.

STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY AND COMPREHENSIVE INCOME

FOR THE PERIOD 17 APRIL 2006 TO 31 JULY 2006

(A Development Company)

(Expressed in United States Dollar)

2006

(Loss) for the period (2,825)

Share subscriptions 5,000

BALANCE, end of period 2,175

(See accompanying notes to the financial statements)

RENO VENTURES INC.

STATEMENTS OF CHANGES IN CASH FLOWS

FOR THE PERIOD 17 APRIL 2006 TO 31 JULY 2006

(A Development Company)

(Expressed in United States Dollar)

1. INCORPORATION, NATURE AND CONTINUANCE OF OPERATIONS

Incorporation and nature of operations

The company is a development stage company, incorporated in the State of Nevada, United States of America on April 17, 2006, with operations beginning on that date.

The fiscal year end is 31 July.

The company intends to operate as a developer of children's educational software and children's monitoring software.

Continuance of operations

These financial statements have been prepared on a going concern basis. The Company has yet to achieve profitable operations, as well, further losses are anticipated in the development of its business, raising substantial doubt about the Company's ability to continue as a going concern.

Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when the come due. Management plans to continue to provide for its working capital needs by seeking loans from its shareholders. These financial statements do not include any adjustments to the recoverability and classification of assets, or the amount and classification of liabilities that may be necessary should the Company be unable to continue as a going concern.

The sole officer and director is involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated in a policy for the resolution of such conflicts.

The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates, which have been made using careful judgment. Actual results may vary from these estimates.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The financial statements have, in management's opinion, been properly prepared within the framework of the significant accounting policies summarized below.

Cash and Cash Equivalents

Cash equivalents comprise certain highly liquid instruments with a maturity of three months or less when purchased. As at July 31, 2006, there were no cash equivalents.

Development Stage Company

The Company complies with Statement of Financial Accounting Standard ("SFAS") No. 7 and the Securities and Exchange Commission Exchange Act 7 for its characterization of the Company as development stage.

Furthermore, the Company has adopted, Statement of Position 98-5 (SOP 98-5), "Reporting on the Costs of Start-Up Activities," which provides guidance on the financial reporting on the Costs of Start-Up Activities, " which provides guidance on the financial reporting of start-up costs and organizational costs, to be expensed as incurred. SOP 98-5 is effective for fiscal years beginning after 15 December 1998. With the adoption of SOP 98-5, there has been little or no effect on the Company's financial statments.

Impairment of Long Lived Assets

Long-lived assets are reviewed for impairment in accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of Long- lived Assets". Under SFAS No. 144, long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. An impairment charge is recognized or the amount, if any, which the carry value of the asset exceeds the fair value.

There are no long lived assets at July 31, 2006.

Foreign Currency Translation

The Company is located and operating outside of the United States of America. It maintains its accounting records in U.S. Dollars, as follows:

At the transaction date, each asset, liability, revenue, and expense is translated into U.S. dollars by the use of exchange rates in effect at that date. At the period end, monetary assets and liabilities are calculated by using the exchange rate in effect at that date. The resulting foreign exchange gains and losses are included in operations.

Financial Instruments

The carrying value of the Company's financial instruments consisting of cash equivalents and accounts payable and accrued liabilities approximates their fair value because of the short maturity of these instruments. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.\

Income Taxes

The Company uses the assets and liability method of accounting for income taxes in accordance with SFAS No. 109 "Accounting for Income Taxes". Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Basic and Diluted Net Loss Per Share

In accordance with SFAS No. 128, "Earning Per Share", the basic net loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted net loss per common share is computed similar to basic net loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common share had been issued and if the additional common shares were dilutive. As at July 31, 2006, diluted net loss per share is equivalent to basic net loss per share.

Website Development Cost

The Company adopted EITF 00-2, "Accounting for Website Development Costs," which specifies the appropriate accounting for costs incurred in connection with the development and maintenance of websites. Under the EITF 00-2, website development costs are capitalized when acquired and installed, and are being amortized over its estimated useful life. On July 28, 2006 the Company entered into a web design contract (Note 4). For the period ended July 31, 2006, the website development has not yet commenced and no cost has been incurred.

Stock Based Compensation

The company accounts for stock options and similar equity instruments is sued in accordance with SFAS No. 123 (revised), "Share-Based Payment". Accordingly, compensation costs attributable to stock options or similar equity instruments granted are measured at the fair value at the grant date, and expensed over the expected vesting period. Transactions in which goods or services are received in exchange for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. SFAS No. 123(revised) requires excess tax benefits be reported as a financing cash inflow rather than as a reduction of taxes paid.

The Company did not grant any stock options during the period ended July 31, 2006.

Comprehensive Income

The Company adopted Statement of Financial Accounting Standards No. 130 (SFAS 130), Reporting Comprehensive Income, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The Company is disclosing this information on its Statements of Stockholder's Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners.

The Company has no elements of "other comprehensive income" during the period ended July 31, 2006/

New Accounting Standards

Management does not believe that any recently issued, but not yet effective accounting standards if currently adopted could have a material effect on the accompanying financial statements.

3. CAPITAL STOCK

Authorized - 50,000,000 common shares with a par value of $0.001 eacg.

Issued - On July 14, 2006, the Company issued 5,000,000 common shares at $0.001 per share to the sold director of the Company for of $5,000.

4. COMMITMENTS

On July 28, 2006, the management of the Company signed a web design contract with an independent web designer to create and develop the Company's website. In consideration, the Company agreed to pay the contractor of $4,000, which is due upon the completion of the beta phase of the website. Management expects the beta phase of the website to be complete by the end of December 2006.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing of this amended Form SB-2 Registration Statement and has duly caused this amended Form SB-2 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Chang Chun, Ji Lin, China on this August 29, 2006.

	REVO VENTURES INC.

	BY:	/s/ Jianbin Chen
		Jianbin Chen, President, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, Treasurer, Secretary and a member of the Board of Directors

KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Jianbin Chen, as true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendment (including post-effective amendments) to this registration statement, and to file the same, therewith, with the Securities and Exchange Commission, and to make any and all state securities law or blue sky filings, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in about the premises, as fully to all intents and purposes as she might or could do in person, hereby ratifying the confirming all that said attorney-in-fact and agent, or any substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this amended Form SB-2 Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date

/s/ Jianbin Chen	President, Principal Executive Officer,	August 29, 2006
Jianbin Chen	Principal Financial Officer, Principal Accounting Officer, Treasurer, Secretary, and Director

EX-3 2 articleofincorporation.htm

	DEAN HELLER
	Secretary of State
	206 North Carson Street
	Carson City, Nevada 89701-4299
	(775) 684-5708
	Website: secretaryofstate.biz

Articles of Incorporation
(PURSUANT TO NRS 78)

Important. Read attached instructions before completing form.

ABOVE SPACE IS FOR OFFICE USE ONLY

Name of Corporation

Revo Ventures Inc.

Resident Agent

Empire Stock Transfer, Inc.

Name and Street Address:

Name

(must be a Nevada address

7251 West Lake Mead Boulevard

Las Vegas

89128

where process may be

Suite 300

City

State

Zip Code

served)

Street Address

Optional Mailing Address

City

State

Zip Code

Shares: (number of shares)

corporation authorized to

Number of shares

Number of Shares

issue

with par value:

50,000,000

Par value:

0.001

without par value:

Name & Addresses: of

Paul Kernel

Board of Directors/Trustees:

Name

(attach additional page

6733 Balsam Street

Vancouver

V6P 5W9

there is more than 3

Street Address

City

State

Zip Code

directors/trustees)

Name

Street Address

City

State

Zip Code

Name

Street Address

City

State

Zip Code

Purpose:

The purpose of this Corporation shall be:

(optional - see instructions)

All legal purposes

Names, Address

Leah Finke

/s/ Leah Finke

and Signature of

Name

Signature

Incorporator.

7251 West Lake Mead Boulevard

Las Vegas

89128

(attach additional page there

Suite 300

City

State

Zip Code

is more than 1 incorporator)

Certificate of Acceptance

I hereby accept appointment as Resident Agent for the above named corporation.

of Appointment of

/s/ Leah Finke

04-10-06

Resident Agent:

Authorized Signature of R. A. or On Behalf of R. A. Company

Date

This form, must be accompanied by appropriate fees. See attached fee schedule.
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M$XA!'@#!$$B"%5"IT@2J(I2!%L1!$RA"$`2:CT@"'2B!$\B%%&P!E?^(;'CM MIQ=@@;G10`F@@!7("@,()L0VK5E80RD`0`)\&U@4D@MT0*S$@5SXJA0`P@%FA0LDA",`1G\(+G&0A"$'A'P0@(X1R@LV*#2P7/``1"(0`N@0%@<01PX MP0#4@&PYK>">A2P$@`!XP1,L`0R0`(+8ZA`\P1=L@2+$`A`D@!B0@;'X61Z( M0ZRIF^N^`,])(,DS,`#"$`"+$$2 M=`$9P$`'%)D+D`#_AL`^(<@S+8H%6(`*'.$G,#/=0"HC<$2/($3!($#S$`= MU$(H%JGZ7K"%S4,S%$,JS(`!`(``!($0/($<&&5!GE8'24$5^)F0Q,$3/,&Y M&AH#<(`BY$(S?(,_Y/`%[[`H]D,__(,Z+`,N%$(*0,`$T*4!5(6F7$L;Q$(Q ;P)\_],/#\C`55[$57S$69[$6;S$7:T=````[ ` end EX-5 4 legalopinion.htm ROBERTSON & WILLIAMS

ROBERTSON & WILLIAMS

Attorneys and Counselors At Law

3033 N.W. 63rd Street, Suite 200

Oklahoma City, Oklahoma 731116-3607

(405) 848-1944 * Fax (405) 843-6707

August 25 , 2006

The Board of Directors

Revo Ventures Inc.

Post Office Box 020

Lu Yuan District, Chang Chun

Ji Lin, China 130062

Gentlemen:

You have asked for our opinion as to the legality if the issuance by you (the "Company") of 7,100,000 shares of common stock ("Shares") as further described in the Form SB-2 Registration Statement filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act").

As special counsel to you in providing this opinion, the following have been considered and examined;

1. The Articles of incorporation and by-Laws of the Company;

2. Copies of the minutes of the meetings and resolutions of the Directors of the Company;

3. Certain corporate records of the Company and such other records and documents as we have deemed necessary and relevant to form the basis for our opinion, all as provided to us by the Company; and

4. The Registration Statement to be filed.

In giving our opinion, we have assumed without investigation the authenticity of any document o instrument submitted to us as an original, the conformity to the original of any document or instrument submitted to us as photostatic, or conformed copies. In our examinations, we have assumed the legal capacity of all natural persons.'

Based upon the foregoing, we are of the opinion that the Shares currently issued and those to be offered pursuant to the Registration Statement, if sold as described in the Registration Statement, will be legally issued, fully paid and non-assessable under the Nevada corporate laws.

No opinion is expressed herein as to the application of state securities or Blue Sky laws. We express no opinion regarding the adequacy and sufficiency of the Registration Statement under any federal or state laws or the right of the shareholders to sell their shares of the Company's Common Stock, our opinion being expressly limited to the authorization of the issuance and the validity of the Company's Common Stock.

This opinion has been delivered solely to the Securities Exchange Commission and is not to be made available to or relied upon by other persons or entities, except the Company and its shareholders, without our prior, express written consent. It is limited to the matters specifically addressed and may not be relied upon as to any related or collateral matter. This opinion is based upon the accuracy of the assumptions and upon current Nevada laws, regulations and judicial decisions. If the assumptions are not valid or if there is a material change in the law, the matters addressed in this opinion must be re-examined.

We consent to the reference to our firm name in the Prospectus filed as a part of the Registration Statement and the use of our opinion in the Registration Statement. In giving these consents, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Act or regulations promulgated thereunder.

Very truly yours,

/s/ Mark A, Robertson

Mark A. Robertson

For the Firm

EX-10 5 webdesigncontract.htm Web Site Design Project Contract

Web Site Design Project Contract

Client Information:

REVO VENTURES INC.

Post Office 020

Lu Yuan District, Chang Chun

Ji Lin, China, 130062

1. Authorization. The above-named Client (hereinafter referred to as "Client") is engaging Li Xia Wen (hereinafter referred to as "the Designer"), as an independent contractor for the specific purpose of designing a World Wide Web site (hereinafter referred to as "Web Design Project") to be published on the Client's account on an Internet Service Provider (ISP)/Web Presence Provider (WPP) computer, hereinafter refer to as "Hosting Service", or provider on diskette at the Client's option. The Client hereby authorizes the Hosting Service to provide The Designer with "full access" to the Client's account, and any other programs needed for this Web Design Project that are included as part of the Client's service agreement/level. The Client also authorizes The Designer to submit the completed Web Design Project to major Web Search Engines.

2. Development. This Web Design Project will be developed using Macromedia Dreamweaver 8.

Browser Compatibility- Designing a web site to fully work in multiple browsers (and browser versions) can require considerable, extra effort. It could also involve creating multiple versions of code/pages. The Designer represents and warrants that the web site we design for you will work in:
Microsoft Internet Explorer versions 3 and up
Netscape Navigator/Communicator versions 3 and up

Accessibility for People with Disabilities- The Designer's standard is to meet at least half the currently recommended guidelines for web site development. Without sacrificing quality and design, we try to ensure that the content and functions we build into our web sites are available to all visitors.

3. Assignment of Web Design Project. The Designer reserves the right and you hereby agree to assign subcontractors to this Web Design Project to insure that the terms of this agreement are met as well as on-time completion.

4. Copyrights and Trademarks. the Client unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to The Designer for inclusion in the Web Design Project are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, indemnify and defend The Designer and its subcontractors from any liability (including attorney's fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Client.

5. Web Site Maintenance. This agreement allows for minor website maintenance to pages over a 6 month period, up to an average of one half hour per regular web page, including updating links and making minor changes to a sentence or paragraph. It does not include replacing nearly all the text from a page with new text, major page reconstruction, new pages, guestbook's, discussion webs, navigation structure changes, attempted updates by Client repairs or Web Design Projects delivered to Client via diskette. The period of 6 months begins on the date the Client's web design site is available to be published to Client's hosting service or 30 days from the date this agreement was signed, which ever comes first. If the Client's web design package includes database access using Active Server Pages (ASP), then very minor page code changes will be accepted under this web site maintenance plan, major page code and/or database structural changes will be charged at then hourly rates.

6. Completion Date. The Designer and the Client must work together to complete the Web Design Project in a timely manner. We agree to work expeditiously to complete the Web Design Project no later than 60 days after Client does not supply The Designer with complete text and graphics content for this Web Design Project within 90 days of the effective date this agreement, the entire deposit amount of the agreement shall be retained by The Designer as liquidated damages and the contract shall become null and void, at The Designer' option, unless the Web Design Project is cancelled in writing by the Client prior to 45 days of the effective date of the agreement.

7. Project Delivery. the final web site design project will be published to the Client's hosting service upon receipt of final payment or delivered via diskette upon the receipt of full payment. The Client understands that The Designer does not provide any hosting services in connection with this Web Design Project. Hosting services require a separate contract with the hosting service of the Client's choice. The Client agrees to select a hosting service which allows The Designer full access to the Client's account via FrontPage 2005 or FTP. The Client will be solely responsible for any and all hosting service charges.

Publishing: 1) If the hosting service has FrontPage 2005 extensions installed and the extensions are not configured correctly to support publishing/FrontPage 2005 functionally, The designer charges at its then hourly rate for the effort involved to resolve whatever problems may arise. 2) If the hosting service does not have FrontPage 2005 extensions installed, The Designer charges at its then current hourly rate to publish the site.
Diskette: The Client assumes all responsibility for the use and functionally of the Web Design Project.

8. Electronic Commerce Laws. The Client agrees that the Client is solely responsible for complying with any laws, taxes, and tariffs applicable in any way to the Web Design Project or any other services contemplated herein, and will hold harmless, protect, and defend The Designer and its subcontractors from any claim, suit, penalty, tax, fine or tariff arising from the Client's exercise of Internet electronic commerce and/or any failure to comply with any such laws, taxes, and tariffs.

9. Web Design Project Copyright. Copyright to the finished web design site produced by The Designer will be owned by The Designer. The Client will be assigned rights to use the Web Design Project as a web site, once final payment under this agreement and any additional charges incurred have been paid. Rights to photos, graphics, source code, work-up files, and computer programs are specifically not transferred to the Client, and remain the property of their respective owners. The Designer and its subcontractors retain the right to display graphics and other Web design elements as examples of their work in their respective portfolios. All Web Design Projects will contain a copyright/legal statement with a link to The Designer' Design Services Web Site.

10. Payments. Payments must be made promptly based on the terms of this Web Site Design Project. The Designer reserves the right to remove any Web Design Project from viewing on the Internet until final payment is made. In case collection proves necessary, the Client agrees to pay all fees (including all attorney's fees and court costs) incurred by that process. This agreement becomes effective only when signed by The Designer. Regardless of the place of signing of this agreement the Client agrees that for purposes of venue, this agreement was entered into in Chang Chun, Ji Lin, China, and any dispute will be litigated or arbitrated in Chang Chun, Ji Lin, China, and the Client hereby consents to the personal jurisdiction of the Chinese State Courts. Furthermore, the Client waves any right to or claim of sovereign immunity. Adding of Meta Tags (Description and Keywords) and the submission of the Web Design Project to Web search engines and updating occur only after the full final payment is made. All payments will be made in U.S. Dollars.

11. Payment Schedule. Payment for services provided hereby shall be made in accordance with the conditions contained in this contract. Notwithstanding any prices listed in literature or on Web pages, the Client and The Designer agree that the services described in this contract shall be completed for $4,000 USD. Payment is due upon the completion of the beta phase of the website. All amounts must be in U.S. Dollars.

12. Legal Notice. Notwithstanding anything to the contrary contained in this contract, neither The Designer nor any of its employees or agents, warrant that the functions contained in the Web Design Project will be uninterrupted or error-free. The entire risk as to the quality and performance of the Web Design Project if with the Client. In no event will The Designer be liable to the Client or any third party for any damages, including, but not limited to, service interruptions caused by Acts of God, the Hosting Service or any other circumstances beyond our reasonable control, any lost profits, lost savings or other incidental, consequential, punitive, or special damages arising out of the operation of or inability to operate this Web Design Project, failure of any service provider, of any telecommunications carrier, of the internet backbone, of any internet servers, your or your site visitor's computer or internet software, even if The Designer has been advised of the possibility of such damages.

13. This Agreement. This agreement constitutes the sole agreement between The Designer and the Client regarding this Web Design Project. Any additional work not specified in this contract or any other amendment or modification to this contract must be authorized by a written request signed by both Client and The Designer. All prices specified in this contract will be honored for 6 months after both parties sign this contract. Continued services after that time will require a new agreement.

The undersigned hereby agree to the terms, conditions and stipulations of this agreement on behalf of his or her organization or business.

This Agreement constitutes the entire understanding of the parties. Any changes or modifications thereto must be in writing and signed by both parties.

AGREED TO:

Client

By: Jianbin Chen on behalf of Revo Ventures Inc.

Date: July 28, 2006

Name: Jianbin Chen

Title: President

Address: Post Office 020, Lu Yuan District, Chang Chun, Ji Lin, China, 130062

Signature: /s/ Jianbin Chen

THE DESIGNER

By: Li Xia Wen

Date: July 28, 2006

Signature: /s/ Li Xia Wen

EX-23 6 legalconsent.htm ROBERTSON & WILLIAMS

ROBERTSON & WILLIAMS

Attorneys and Counselors At Law

3033 N.W. 63rd Street, Suite 200

Oklahoma City, Oklahoma 731116-3607

(405) 848-1944 * Fax (405) 843-6707

August 25 , 2006

The Board of Directors

Revo Ventures Inc.

Post Office Box 020

Lu Yuan District, Chang Chun

Ji Lin, China 130062

Gentlemen:

As special counsel to you in providing this opinion, the following have been considered and examined;

1. The Articles of incorporation and by-Laws of the Company;

2. Copies of the minutes of the meetings and resolutions of the Directors of the Company;

3. Certain corporate records of the Company and such other records and documents as we have deemed necessary and relevant to form the basis for our opinion, all as provided to us by the Company; and

4. The Registration Statement to be filed.

Very truly yours,

/s/ Mark A, Robertson

Mark A. Robertson

For the Firm

EX-3 7 bylaws.htm EX-3 exhibit3ii.htm
BYLAWS

of

REVO VENTURES, INC.

(the "Corporation")

ARTICLE I: MEETINGS OF SHAREHOLDERS

Section 1 - Annual Meetings

The annual meeting of the shareholders of the Corporation shall be held at the time fixed, from time to time, by the Board of Directors.

Section 2 - Special Meetings

Special meetings of the shareholders may be called by the Board of Directors or such person or persons authorized by the Board of Directors.

Section 3 - Place of Meetings

Meetings of shareholders shall be held at the registered office of the Corporation, or at such other places, within or without the State of Nevada as the Board of Directors may from time to time fix.

Section 4 - Notice of Meetings

A notice convening an annual or special meeting which specifies the place, day, and hour of the meeting, and the general nature of the business of the meeting, must be faxed, personally delivered or mailed postage prepaid to each shareholder of the Corporation entitled to vote at the meeting at the address of the shareholder as it appears on the stock transfer ledger of the Corporation, at least ten (10) days prior to the meeting. Accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, a shareholder will not invalidate the proceedings at that meeting.

Section 5 - Action Without a Meeting

Unless otherwise provided by law, any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting, without prior notice and without a vote if written consents are signed by shareholders representing a majority of the shares entitled to vote at such a meeting, except however, if a different proportion of voting power is required by law, the Articles of Incorporation or these Bylaws, than that proportion of written consents is required. Such written consents must be filed with the minutes of the proceedings of the shareholders of the Corporation.

Section 6 - Quorum

a) No business, other than the election of the chairman or the adjournment of the meeting, will be transacted at an annual or special meeting unless a quorum of shareholders, entitled to attend and vote, is present at the commencement of the meeting, but the quorum need not be present throughout the meeting.

b) Except as otherwise provided in these Bylaws, a quorum is two persons present and being, or representing by proxy, shareholders of the Corporation.

c) If within half an hour from the time appointed for an annual or special meeting a quorum is not present, the meeting shall stand adjourned to a day, time and place as determined by the chairman of the meeting.

Section 7 - Voting

Subject to a special voting rights or restrictions attached to a class of shares, each shareholder shall be entitled to one vote for each share of stock in his or her own name on the books of the corporation, whether represented in person or by proxy.

Section 8 - Motions

No motion proposed at an annual or special meeting need be seconded.

Section 9 - Equality of Votes

In the case of an equality of votes, the chairman of the meeting at which the vote takes place is not entitled to have a casting vote in addition to the vote or votes to which he may be entitled as a shareholder of proxy holder.

Section 10 - Dispute as to Entitlement to Vote

In a dispute as to the admission or rejection of a vote at an annual or special meeting, the decision of the chairman made in good faith is conclusive.

Section 11 - Proxy

a) Each shareholder entitled to vote at an annual or special meeting may do so either in person or by proxy. A form of proxy must be in writing under the hand of the appointer or of his or her attorney duly authorized in writing, or, if the appointer is a corporation, either under the seal of the corporation or under the hand of a duly authorized officer or attorney. A proxy holder need not be a shareholder of the Corporation.

b) A form of proxy and the power of attorney or other authority, if any, under which it is signed or a facsimiled copy thereof must be deposited at the registered office of the Corporation or at such other place as is specified for that purpose in the notice convening the meeting. In addition to any other method of depositing proxies provided for in these Bylaws, the Directors may from time to time by resolution make regulations relating to the depositing of proxies at a place or places and fixing the time or times for depositing the proxies not exceeding 48 hours (excluding Saturdays, Sundays and holidays) preceding the meeting or adjourned meeting specified in the notice calling a meeting of shareholders.

ARTICLE II: BOARD OF DIRECTORS

Section 1 - Number, Term, Election and Qualifications

a) The first Board of Directors of the Corporation, and all subsequent Boards of the Corporation, shall consist of not less than one (1) and not more than nine (9) directors. The number of Directors may be fixed and changed from time to time by ordinary resolution of the shareholders of the Corporation.

b) The first Board of Directors shall hold office until the first annual meeting of shareholders and until their successors have been duly elected and qualified or until there is a decrease in the number of directors. Thereinafter, Directors will be elected at the annual meeting of shareholders and shall hold office until the annual meeting of the shareholders next succeeding his or her election, or until his or her prior death, resignation or removal. Any Director may resign at any time upon written notice of such resignation to the Corporation.

c) A casual vacancy occurring in the Board may be filled by the remaining Directors.

d) Between successive annual meetings, the Directors have the power to appoint one or more additional Directors but not more than 1/2 of the number of Directors fixed at the last shareholder meeting at which Directors were elected. A Director so appointed holds office only until the next following annual meeting of the Corporation, but is eligible for election at that meeting. So long as he or she is an additional Director, the number of Directors will be increased accordingly.

e) A Director is not required to hold a share in the capital of the Corporation as qualification for his or her office.

Section 2 - Duties, Powers and Remuneration

a) The Board of Directors shall be responsible for the control and management of the business and affairs, property and interests of the Corporation, and may exercise all powers of the Corporation, except for those powers conferred upon or reserved for the shareholders or any other persons as required under Nevada state law, the Corporation's Articles of Incorporation or by these Bylaws.

b) The remuneration of the Directors may from time to time be determined by the Directors or, if the Directors decide, by the shareholders.

Section 3 - Meetings of Directors

a) The President of the Corporation shall preside as chairman at every meeting of the Directors, or if the President is not present or is willing to act as chairman, the Directors present shall choose one of their number to be chairman of the meeting.

b) The Directors may meet together for the dispatch of business, and adjourn and otherwise regulate their meetings as they think fit. Questions arising at a meeting must be decided by a majority of votes. In case of an equality of votes the chairman does not have a second or casting vote. Meetings of the Board held at regular intervals may be held at the place and time upon the notice (if any) as the Board may by resolution from time to time determine.

c) A Director may participate in a meeting of the Board or of a committee of the Directors using conference telephones or other communications facilities by which all Directors participating in the meeting can hear each other and provided that all such Directors agree to such participation. A Director participating in a meeting in accordance with this Bylaw is deemed to be present at the meeting and to have so agreed. Such Director will be counted in the quorum and entitled to speak and vote at the meeting.

d) A Director may, and the Secretary on request of a Director shall, call a meeting of the Board. Reasonable notice of the meeting specifying the place, day and hour of the meeting must be given by mail, postage prepaid, addressed to each of the Directors and alternate Directors at his or her address as it appears on the books of the Corporation or by leaving it at his or her usual business or residential address or by telephone, facsimile or other method of transmitting legibly recorded messages. It is not necessary to give notice of a meeting of Directors to a Director immediately following a shareholder meeting at which the Director has been elected, or is the meeting of Directors at which the Director is appointed.

e) A Director of the Corporation may file with the Secretary a document executed by him waiving notice of a past, present or future meeting or meetings of the Directors being, or required to have been, sent to him and may at any time withdraw the waiver with respect to meetings held thereafter. After filing such waiver with respect to future meetings and until the waiver is withdrawn no notice of a meeting of Directors need be given to the Director. All meetings of the Directors so held will be deemed not to be improperly called or constituted by reason of notice not having been given to the Director.

f) The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and if not so fixed is a majority of the Directors or, if the number of Directors is fixed at one, is one Director.

g) The continuing Directors may act notwithstanding a vacancy in their body but, if and so long as their number is reduced below the number fixed pursuant to these Bylaws as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number of Directors to that number, or of summoning a shareholder meeting of the Corporation, but for no other purpose.

h) All acts done by a meeting of the Directors, a committee of Directors, or a person acting as a Director, will, notwithstanding that it be afterwards discovered that there was some defect in the qualification, election or appointment of the Directors, shareholders of the committee or person acting as a Director, or that any of them were disqualified, be as valid as if the person had been duly elected or appointed and was qualified to be a Director.

i) A resolution consented to in writing, whether by facsimile or other method of transmitting legibly recorded messages, by all of the Directors is as valid as if it had been passed at a meeting of the Directors duly called and held. A resolution may be in two or more counterparts which together are deemed to constitute one resolution in writing. A resolution must be filed with the minutes of the proceedings of the directors and is effective on the date stated on it or on the latest date stated on a counterpart.

j) All Directors of the Corporation shall have equal voting power.

Section 4 - Removal

One or more or all the Directors of the Corporation may be removed with or without cause at any time by a vote of two-thirds of the shareholders entitled to vote thereon, at a special meeting of the shareholders called for that purpose.

Section 5 - Committees

a) The Directors may from time to time by resolution designate from among its members one or more committees, and alternate members thereof, as they deem desirable, each consisting of one or more members, with such powers and authority (to the extent permitted by law and these Bylaws) as may be provided in such resolution. Unless the Articles of Incorporation or Bylaws state otherwise, the Board of Directors may appoint natural persons who are not Directors to serve on such committees authorized herein. Each such committee shall serve at the pleasure of the Board of Directors and unless otherwise stated by law, the Certificate of Incorporation of the Corporation or these Bylaws, shall be governed by the rules and regulations stated herein regarding the Board of Directors.

b) Each Committee shall keep regular minutes of its transactions, shall cause them to be recorded in the books kept for that purpose, and shall report them to the Board at such times as the Board may from time to time require. The Board has the power at any time to revoke or override the authority given to or acts done by any Committee.

ARTICLE III: OFFICERS

Section 1 - Number, Qualification, Election and Term of Office

a) The Corporation's officers shall have such titles and duties as shall be stated in these Bylaws or in a resolution of the Board of Directors which is not inconsistent with these Bylaws. The officers of the Corporation shall consist of a president, secretary, treasurer, and also may have one or more vice presidents, assistant secretaries and assistant treasurers and such other officers as the Board of Directors may from time to time deem advisable. Any officer may hold two or more offices in the Corporation, and may or may not also act as a Director.

b) The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of shareholders.

c) Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his or her election, and until his or her successor shall have been duly elected and qualified, subject to earlier termination by his or her death, resignation or removal.

Section 2 - Resignation

Any officer may resign at any time by giving written notice of such resignation to the Corporation.

Section 3 - Removal

Any officer appointed by the Board of Directors may be removed by a majority vote of the Board, either with or without cause, and a successor appointed by the Board at any time, and any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer.

Section 4 - Remuneration

The remuneration of the Officers of the Corporation may from time to time be determined by the Directors or, if the Directors decide, by the shareholders.

Section 5 - Conflict of Interest

Each officer of the Corporation who holds another office or possesses property whereby, whether directly or indirectly, duties or interests might be created in conflict with his or her duties or interests as an officer of the Corporation shall, in writing, disclose to the President the fact and the nature, character and extent of the conflict.

ARTICLE V: SHARES OF STOCK

Section 1 - Certificate of Stock

a) The shares of the Corporation shall be represented by certificates or shall be uncertificated shares.

b) Certificated shares of the Corporation shall be signed, either manually or by facsimile, by officers or agents designated by the Corporation for such purposes, and shall certify the number of shares owned by the shareholder in the Corporation. Whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, then a facsimile of the signatures of the officers or agents, the transfer agent or transfer clerk or the registrar of the Corporation may be printed or lithographed upon the certificate in lieu of the actual signatures. If the Corporation uses facsimile signatures of its officers and agents on its stock certificates, it cannot act as registrar of its own stock, but its transfer agent and registrar may be identical if the institution acting in those dual capacities countersigns or otherwise authenticates any stock certificates in both capacities. If any officer who has signed or whose facsimile signature has been placed upon such certificate, shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of its issue.

c) If the Corporation issued uncertificated shares as provided for in these Bylaws, within a reasonable time after the issuance or transfer of such uncertificated shares, and at least annually thereafter, the Corporation shall send the shareholder a written statement certifying the number of shares owned by such shareholder in the Corporation.

d) Except as otherwise provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing shares of the same class and series shall be identical.

e) If a share certificate:

(i) is worn out or defaced, the Directors shall, upon production to them of the certificate and upon such other terms, if any, as they may think fit, order the certificate to be cancelled and issue a new certificate;

(ii) is lost, stolen or destroyed, then upon proof being given to the satisfaction of the Directors and upon and indemnity, if any being given, as the Directors think adequate, the Directors shall issue a new certificate; or

(iii) represents more than one share and the registered owner surrenders it to the Corporation with a written request that the Corporation issue in his or her name two or more certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the certificate so surrendered, the Corporation shall cancel the certificate so surrendered and issue new certificates in accordance with such request.

Section 2 - Transfers of Shares

a) Transfers or registration of transfers of shares of the Corporation shall be made on the stock transfer books of the Corporation by the registered holder thereof, or by his or her attorney duly authorized by a written power of attorney; and in the case of shares represented by certificates, only after the surrender to the Corporation of the certificates representing such shares with such shares properly endorsed, with such evidence of the authenticity of such endorsement, transfer, authorization and other matters as the Corporation may reasonably require, and the payment of all stock transfer taxes due thereon.

b) The Corporation shall be entitled to treat the holder of record of any share or shares as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.

Section 3 - Record Date

a) The Directors may fix in advance a date, which must not be more than 60 days permitted by the preceding the date of a meeting of shareholders or a class of shareholders, or of the payment of a dividend or of the proposed taking of any other proper action requiring the determination of shareholders as the record date for the determination of the shareholders entitled to notice of, or to attend and vote at, a meeting and an adjournment of the meeting, or entitled to receive payment of a dividend or for any other proper purpose and, in such case, notwithstanding anything in these Bylaws, only shareholders of records on the date so fixed will be deemed to be the shareholders for the purposes of this Bylaw.

b) Where no record date is so fixed for the determination of shareholders as provided in the preceding Bylaw, the date on which the notice is mailed or on which the resolution declaring the dividend is adopted, as the case may be, is the record date for such determination.

Section 4 - Fractional Shares

Notwithstanding anything else in these Bylaws, the Corporation, if the Directors so resolve, will not be required to issue fractional shares in connection with an amalgamation, consolidation, exchange or conversion. At the discretion of the Directors, fractional interests in shares may be rounded to the nearest whole number, with fractions of 1/2 being rounded to the next highest whole number, or may be purchased for cancellation by the Corporation for such consideration as the Directors determine. The Directors may determine the manner in which fractional interests in shares are to be transferred and delivered to the Corporation in exchange for consideration and a determination so made is binding upon all shareholders of the Corporation. In case shareholders having fractional interests in shares fail to deliver them to the Corporation in accordance with a determination made by the Directors, the Corporation may deposit with the Corporation's Registrar and Transfer Agent a sum sufficient to pay the consideration payable by the Corporation for the fractional interests in shares, such deposit to be set aside in trust for such shareholders. Such setting aside is deemed to be payment to such shareholders for the fractional interests in shares not so delivered which will thereupon not be considered as outstanding and such shareholders will not be considered to be shareholders of the Corporation with respect thereto and will have no right except to receive payment of the money so set aside and deposited upon delivery of the certificates for the shares held prior to the amalgamation, consolidation, exchange or conversion which result in fractional interests in shares.

ARTICLE VI: DIVIDENDS

a) Dividends may be declared and paid out of any funds available therefor, as often, in such amounts, and at such time or times as the Board of Directors may determine and shares may be issued pro rata and without consideration to the Corporation's shareholders or to the shareholders of one or more classes or series.

b) Shares of one class or series may not be issued as a share dividend to shareholders of another class or series unless such issuance is in accordance with the Articles of Incorporation and:

(i) a majority of the current shareholders of the class or series to be issued approve the issue; or

(ii) there are no outstanding shares of the class or series of shares that are authorized to be issued as a dividend.

ARTICLE VII: BORROWING POWERS

a) The Directors may from time to time on behalf of the Corporation:

(i) borrow money in such manner and amount, on such security, from such sources and upon such terms and conditions as they think fit,

(ii) issue bonds, debentures and other debt obligations either outright or as security for liability or obligation of the Corporation or another person, and

(iii) mortgage, charge, whether by way of specific or floating charge, and give other security on the undertaking, or on the whole or a part of the property and assets of the Corporation (both present and future).

b) A bond, debenture or other debt obligation of the Corporation may be issued at a discount, premium or otherwise, and with a special privilege as to redemption, surrender, drawing, allotment of or conversion into or exchange for shares or other securities, attending and voting at shareholder meetings of the Corporation, appointment of Directors or otherwise, and may by its terms be assignable free from equities between the Corporation and the person to whom it was issued or a subsequent holder thereof, all as the Directors may determine.

ARTICLE VIII: FISCAL YEAR

The fiscal year end of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors from time to time, subject to applicable law.

ARTICLE IX: CORPORATE SEAL

The corporate seal, if any, shall be in such form as shall be prescribed and altered, from time to time, by the Board of Directors. The use of a seal or stamp by the Corporation on corporate documents is not necessary and the lack thereof shall not in any way affect the legality of a corporate document.

ARTICLE X: AMENDMENTS

Section 1 - By Shareholders

All Bylaws of the Corporation shall be subject to alteration or repeal, and new Bylaws may be made by a majority vote of the shareholders at any annual meeting or special meeting called for that purpose.

Section 2 - By Directors

The Board of Directors shall have the power to make, adopt, alter, amend and repeal, from time to time, Bylaws of the Corporation.

ARTICLE XI: DISCLOSURE OF INTEREST OF DIRECTORS

a) A Director who is, in any way, directly or indirectly interested in an existing or proposed contract or transaction with the Corporation or who holds an office or possesses property whereby, directly or indirectly, a duty or interest might be created to conflict with his or her duty or interest as a Director, shall declare the nature and extent of his or her interest in such contract or transaction or of the conflict with his or her duty and interest as a Director, as the case may be.

b) A Director shall not vote in respect of a contract or transaction with the Corporation in which he is interested and if he does so his or her vote will not be counted, but he will be counted in the quorum present at the meeting at which the vote is taken. The foregoing prohibitions do not apply to:

(i) a contract or transaction relating to a loan to the Corporation, which a Director or a specified corporation or a specified firm in which he has an interest has guaranteed or joined in guaranteeing the repayment of the loan or part of the loan;

(ii) a contract or transaction made or to be made with or for the benefit of a holding corporation or a subsidiary corporation of which a Director is a director or officer;

(iii) a contract by a Director to subscribe for or underwrite shares or debentures to be issued by the Corporation or a subsidiary of the Corporation, or a contract, arrangement or transaction in which a Director is directly or indirectly interested if all the other Directors are also directly or indirectly interested in the contract, arrangement or transaction;

(iv) determining the remuneration of the Directors;

(v) purchasing and maintaining insurance to cover Directors against liability incurred by them as Directors; or

(vi) the indemnification of a Director by the Corporation.

c) A Director may hold an office or place of profit with the Corporation (other than the office of Auditor of the Corporation) in conjunction with his or her office of Director for the period and on the terms (as to remuneration or otherwise) as the Directors may determine. No Director or intended Director will be disqualified by his or her office from contracting with the Corporation either with regard to the tenure of any such other office or place of profit, or as vendor, purchaser or otherwise, and, no contract or transaction entered into by or on behalf of the Corporation in which a Director is interested is liable to be voided by reason thereof.

d) A Director or his or her firm may act in a professional capacity for the Corporation (except as Auditor of the Corporation), and he or his or her firm is entitled to remuneration for professional services as if he were not a Director.

e) A Director may be or become a director or other officer or employee of, or otherwise interested in, a corporation or firm in which the Corporation may be interested as a shareholder or otherwise, and the Director is not accountable to the Corporation for remuneration or other benefits received by him as director, officer or employee of, or from his or her interest in, the other corporation or firm, unless the shareholders otherwise direct.

ARTICLE XII: ANNUAL LIST OF OFFICERS, DIRECTORS AND REGISTERED AGENT

The Corporation shall, within sixty days after the filing of its Articles of Incorporation with the Secretary of State, and annually thereafter on or before the last day of the month in which the anniversary date of incorporation occurs each year, file with the Secretary of State a list of its president, secretary and treasurer and all of its Directors, along with the post office box or street address, either residence or business, and a designation of its resident agent in the state of Nevada. Such list shall be certified by an officer of the Corporation.

ARTICLE XIII: INDEMNITY OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

a) The Directors shall cause the Corporation to indemnify a Director or former Director of the Corporation and the Directors may cause the Corporation to indemnify a director or former director of a corporation of which the Corporation is or was a shareholder and the heirs and personal representatives of any such person against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him or them including an amount paid to settle an action or satisfy a judgment inactive criminal or administrative action or proceeding to which he is or they are made a party by reason of his or her being or having been a Director of the Corporation or a director of such corporation, including an action brought by the Corporation or corporation. Each Director of the Corporation on being elected or appointed is deemed to have contracted with the Corporation on the terms of the foregoing indemnity.

b) The Directors may cause the Corporation to indemnify an officer, employee or agent of the Corporation or of a corporation of which the Corporation is or was a shareholder (notwithstanding that he is also a Director), and his or her heirs and personal representatives against all costs, charges and expenses incurred by him or them and resulting from his or her acting as an officer, employee or agent of the Corporation or corporation. In addition the Corporation shall indemnify the Secretary or an Assistance Secretary of the Corporation (if he is not a full time employee of the Corporation and notwithstanding that he is also a Director), and his or her respective heirs and legal representatives against all costs, charges and expenses incurred by him or them and arising out of the functions assigned to the Secretary by the Corporation Act or these Articles and each such Secretary and Assistant Secretary, on being appointed is deemed to have contracted with the Corporation on the terms of the foregoing indemnity.

c) The Directors may cause the Corporation to purchase and maintain insurance for the benefit of a person who is or was serving as a Director, officer, employee or agent of the Corporation or as a director, officer, employee or agent of a corporation of which the Corporation is or was a shareholder and his or her heirs or personal representatives against a liability incurred by him as a Director, officer, employee or agent.

CERTIFIED TO BE THE BYLAWS OF:

Revo Ventures, Inc.

per:

/s/ "Jianbin Chen"

___________________________________

Secretary

Dated: April 18, 2006
EX-23 8 auditorconsent.htm GORDON K

GORDON K.W. GEE

Chartered Accountant An Incorporated Professional

#601-325 Howe Street Vancouver, BC V6C 1Z7 An Incorporated Professional Telephone: (604) 689-8815 Facsimile: (604) 689-8838

_______________________________________________________________________________________

28 August 2006

United States Securities and Exchange Commission

450 Fifth Avenue, N.W.

Washington, DC 20549

Dear Sirs/ Mesdames

Regarding: CONSENT OF INDEPENDENT AUDITOR

_______________________________________________________________________________________

I consent to the reference to my firm under the caption "Experts" and to the use of my report dated 14 August 2006 on audited financial statements for the period from the inception date of 17 August 2006 to 31 July 2006, and as to related Note 1, included in the Registration Statement on Form SB2 and related Prospectus of Revo Ventures Inc. for the registration of shares of its common stock.

Yours sincerely,

/s/Gordon K.W. Gee

Gordon K.W. Gee

-----END PRIVACY-ENHANCED MESSAGE-----

Securities being offered by selling shareholders	5,000,000 shares of common stock
Securities being offered by the Company	2,100,000 shares of common stock
Offering price per share	$0.01
Net proceeds to us	$21,000
Number of shares outstanding before the offering	5,000,000
Number of shares outstanding after the offering if all of the shares are sold	7,100,000

	1.	On such public markets or exchanges as the common stock may from time to time be trading;
	2.	In privately negotiated transactions;
	3.	Through the writing of options on the common stock;
	4.	In short sales; or
	5.	In any combination of these methods of distribution.

	1.	The market price of our common stock prevailing at the time of sale;
	2.	A price related to such prevailing market price of our common stock; or
	3.	Such other price as the selling shareholders determine from time to time.

Name of Selling Shareholder	Shares owned prior to this Offering	Percentage of shares owned prior to offering	Total Number of Shares to be offered by the Selling Shareholders Account	Percent Owned upon Completion of this offering assuming all of the shares are sold in the offering
Chen, Jianbin	5,000,000	100%	5,000,000	0%

*	have equal ratable rights to dividends from funds legally available if and when declared by our board of directors;
*	are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;
*	do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and
*	are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.