8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 1 to FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):December 15, 2010

CHINA GROWTH CORPORATION

(Exact name of registrant as specified in its charter)

Cayman Islands	000-52339	N/A
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

#99 Jianshe Road 3, Pengjiang District, Jiangmen City

Guangdong Province, 529000

People’s Republic of China

(Address of principal executive offices) (Zip Code)

 (86) (750) 395-9988

 (Registrant’s telephone number, including area code)

 c/o Nautilus Global Partners

700 Gemini, Suite 100, Houston, TX 77056

 (Former name or former address, if changed since last report)

––––––––––––––––

Copies of communications to:

Shang Dai, Esq. Dai & Associates, P.C. 136-20 38 Avenue, Suite 9F Flushing, NY 11354 Tel. No.: (718) 888-8880 Fax No.: (718) 888-9270  Richard I. Anslow, Esq. Anslow & Jaclin, LLP 195 Route 9 South, 2nd Floor Manalapan, NJ 07726 Tel. No.: (732) 409-1212 Fax No.: (732) 577-1188

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

The statements contained in this report that are not historical are forward-looking statements. These include statements about the Registrant’s expectations, beliefs, intentions or strategies for the future, which are indicated by words or phrases such as “anticipate,” “expect,” “intend,” “plan,” “will,” “we believe,” “management believes” and similar words or phrases. The forward-looking statements are based on management’s current expectations and are subject to certain risks, uncertainties and assumptions. Our actual results could differ materially from results anticipated in these forward-looking statements. All forward-looking statements included in this d ocument are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements.

You should not place undue reliance on any forward-looking statement, each of which applies only as of the date of this Current Report on Form 8-K. Before you invest in our Ordinary Shares, you should be aware that the occurrence of the events described in the section entitled “Risk Factors” and elsewhere in this Current Report on Form 8-K could negatively affect our business, operating results, financial condition and stock price. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date of this Current Report on Form 8-K to conform our statements to actual results or changed expectations.

USE OF CERTAIN DEFINED TERMS

Except as otherwise indicated by the context, references in this report to “we,” “us,” “our,” “our Company,” or “the Company” are to the combined business of China Growth and its consolidated subsidiaries, Wealth Environmental Protection, Wealth Environmental Technology, Jiangmen Huiyuan, Jiangmen Wealth Water, Guizhou Yufeng and Shangxi Wealth.

In addition, unless the context otherwise requires and for the purposes of this report only

●    ”Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

●    ”Guizhou Yufeng” refers to Guizhou Yufeng Melt Co., Ltd, a PRC limited company;

●   “Hong Kong” refers to the Hong Kong Special Administrative Region of the People’s Republic of China;

●    ”Jiangmen Huiyuan Environmental Protection Technology Consultancy Co. Ltd,” refers to a wholly foreign owned enterprise organized under the PRC laws;

●   “Jiangmen Wealth Water” refers to Jiangmen Wealth Water Purifying Agent Co., Ltd. , a PRC limited liability company;

●   “PRC,” “China,” and “Chinese,” refer to the People’s Republic of China;

●    ”Renminbi” and “RMB” refer to the legal currency of China;

●   “SEC” refers to the United States Securities and Exchange Commission;

●   “Securities Act” refers to the Securities Act of 1933, as amended;

●   “Shanxi Wealth” refers to Shangxi Wealth Aluminate Materials Co., Ltd, a PRC limited company;

●   “Star Prince” refers to Star Prince Limited, a British Virgin Island company and a shareholder of Wealth Environmental Protection;

●   “Wealth Environmental Protection Shareholders” refers to all shareholders of Wealth Environmental Protection, a British Virgin Islands company;

●   “U.S. dollars,” “dollars” and “$” refer to the legal currency of the United States;

●   “Wealth Environmental Protection” refers to Wealth Environmental Protection Group, Inc., a British Virgin Islands company; and

●   “Wealth Environmental Technology” refers to Wealth Environmental Technology Holding, Ltd., a Hong Kong company.

-2-

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Share Exchange Agreement

As more fully described in Item 2.01 below, on December 15, 2010 (the “Closing Date”), we entered into a share exchange agreement (the “Exchange Agreement”) with Wealth Environmental Protection, a British Virgin Islands company, and shareholders of Wealth Environmental Protection named in the Exchange Agreement (“Wealth Environmental Protection Shareholders”). Pursuant to the terms of the Exchange Agreement, Wealth Environmental Protection Shareholders transferred to us all of the issued and outstanding ordinary shares of Wealth Environmental Protection in exchange for the issuance of a total of 24,956,875 ordinary shares, par value $0.000128 per share, or 96.15% of the ordinary shares of the Company issued and outstanding after the Closing (such transaction is hereinafter referred to as the  220;Share Exchange”).

A copy of the Exchange Agreement is included as Exhibit 2.1 to this Current Report and is hereby incorporated by reference. All references to the Exchange Agreement and other exhibits to this Current Report are qualified, in their entirety, by the text of such exhibits.

Pursuant to the Exchange Agreement, Wealth Environmental Protection became our wholly-owned subsidiary. Wealth Environmental Protection holds all of the issued and outstanding capital stock of Wealth Environmental Technology, a company incorporated under the laws of Hong Kong, which is the holding company of Jiangmen Huiyuan which controls Jiangmen Wealth Water, a company organized under the laws of PRC by a series of contractual agreements and arrangements with Jiangmen Wealth Water and/or its shareholders. As a result of the Share Exchange, we are now the holding company of Jiangmen Huiyuan, an indirect wholly-owned subsidiary of Wealth Environmental Protection organized in the PRC.

The Share Exchange transaction is discussed more fully in Section 2.01 of this Current Report. The information therein is hereby incorporated in this Section 1.01 by reference.

The Private Placement

On the Closing Date, we also entered into a subscription agreement (the “Subscription Agreement”) with a group of accredited investors(the “Investors”), pursuant to which we issued to the investors an aggregate of 222,402 units, or the Units, for an aggregate purchase price of $6,672,032, or $30.00 per Unit (the “Private Placement”). Each Unit consists of (i) two (2) shares of our Class A 6% convertible preference share (the “Preference Share”) with each of the Preference Share convertible into five ordinary shares for a total of ten ordinary shares per Unit, and (ii) a warrant to purchase five (5) ordinary shares at an exercise price of $4.50 per share (the “Warrant”). The closing of the Share Exchange was conditioned upon all conditions set forth in the S ubscription Agreement being met and the closing of the Private Placement was conditioned upon the closing of the Share Exchange. As soon as practicable, we shall effectuate a 1: 1.42610714 reverse stock split on all of the ordinary shares issued and outstanding at the closing of the Share Exchange (the “Reverse Split”).

Pursuant to the Subscription Agreement, we are obligated to file a registration statement covering the resale of the ordinary shares underlying the Preference Shares and the Warrants (the “Registrable Securities”) no later than thirty (30) days following the closing date. In the event that the registration statement is not timely filed, we are obligated to pay to each investor liquidated damages equal to 1% of each investor’s investment per month pursuant to the Subscription Agreement. In addition, we shall use our best efforts to cause the registration statement to be declared effective under the Securities Act as promptly as possible, but in no event later than 180 days following the Closing Date (the “Effective Date”). If the registration statement is not declared effective by the SEC on or prior t o the Effective Date, then we are obligated to pay to each investor liquidated damages equal to 1% of such investor’s investment. However, such liquidated damages payable in the event that the Registration Statement is not declared effective by the Effective Date will be waived, provided that (1) we have responded to all SEC comments on the Registration Statement and its amendments within twenty (20) business days of their respective receipt, which shall be extended to thirty (30) business days if the SEC response cannot be submitted because we are required to provide updated financial statements pursuant to Regulation S-X; and (2) if we are current with the filing of all of our periodic reports under the Exchange Act.

-3-

The securities shall only be treated as Registrable Securities if and only for so long as they (i) have not been sold (A) pursuant to a registration statement; (B) to or through a broker, dealer or underwriter in a public distribution or a public securities transaction; and/or (C) in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”) under Section 4(1) thereof so that all transfer restrictions and restrictive legends with respect thereto, if any, are removed upon the consummation of such sale; (ii) are not held by a holder or a permitted transferee; and (iii) are not eligible for sale pursuant to Rule 144 (or any successor thereto) under the Securities Act.

In connection with filing the registration statement, if the SEC limits the amount of Registrable Securities to be registered for resale pursuant to Rule 415 under the Securities Act, then the Company shall be entitled to exclude such disallowed Registrable Securities (the “Cut Back Shares”) on a pro rata basis among the holders thereof with a first priority given to the shares underlying the Warrants. The Company shall prepare, and, as soon as practicable but in no event later than the six months from the date the registration statement was declared effective, file with the SEC an additional registration statement (“Additional Registration Statement”) on Form S-1 covering the resale of all of the disallowed Registrable Securities not previously registered on an Additional Registration Statement hereunder. The Company shall use its best efforts to have each Additional Registration Statement declared effective by the SEC as soon as practicable. No liquidated damages hereof shall accrue on or as to any Cut Back Shares, and the required Filing Date for such additional Registration Statement including the Cutback Shares will be tolled, until such time as the Company is able to effect the registration of the Cut Back Shares in accordance with any SEC comments.

Make Good Escrow Agreement

In connection with the Private Placement, we entered into a make good escrow agreement, or Make Good Escrow Agreement with Star Prince, and Access America Investments, LLC as representative of the investors, pursuant to which Star Prince delivered into an escrow account share certificates evidencing 4,500,000 ordinary shares held by it (after giving effect to the Reverse Split), to be held in favor of the investors in order to secure certain make good obligations (the “Escrow Shares”). Under the Make Good Escrow Agreement, we established minimum after tax net income thresholds (as determined in accordance with GAAP and excluding any non-cash expenses and one-time expenses related to the reverse acquisition of Wealth Environmental Protection and the private placement transaction) of $13.2 million for fiscal year 2010 and $18.09 million for fiscal year 2011 and minimum earnings per share thresholds (calculated on a fully diluted basis and including adjustment for any stock splits, stock combinations, stock dividends or similar transactions, and for shares issued in one public offering or pursuant to the exercise of any warrants, options, or other securities issued during or prior to the calculation period) of $0.58 for fiscal year 2010 and $0.66 for fiscal year 2011. If our after tax net income or earnings per share for either fiscal year 2010 or fiscal year 2011 is less than 90% of the applicable performance threshold, then the performance threshold will be deemed not to have been achieved, and the investors pro rata based on the number of unites purchased by each Investor in the Offering, will be entitled to receive ordinary shares based upon a pre-defined formula which shall equate to the product of (A) the percentage difference between the applicabl e performance threshold and actual performance (if both applicable performance thresholds have not been achieved, then the applicable performance threshold yielding the greater difference from actual performance shall be used) times (B) the total number of the Escrow Shares.(The parties agreed that, for purposes of determining whether or not any of the performance thresholds are met, the release of any of the escrowed shares and any related expense recorded under GAAP shall not be deemed to be an expense, charge, or any other deduction from revenues even if GAAP requires contrary treatment or the annual report for the respective fiscal years filed with the SEC by the Company may report otherwise.

Holdback Escrow Agreement

Also in connection with the private placement, we entered into a holdback escrow agreement, or the Holdback Escrow Agreement, with Anslow & Jaclin, LLP, the escrow agent, and Access America Investments, LLC, as representative of the investors, pursuant to which $2,167,203.20 was deposited with the escrow agent to be distributed upon the satisfaction of certain covenants set forth in the Subscription Agreement. Pursuant to the Holdback Escrow Agreement, the $1,500,000 will be released to the Company upon the hiring of a chief financial officer on terms acceptable to Access America Investments, LLC and $667,203.20 will be released to us upon appointment of the required independent directors to our board of directors.

-4-

IR Escrow Agreement

We also entered into an investor relations escrow agreement, or the IR Escrow Agreement, with Anslow & Jaclin, LLP, the escrow agent, and Access America Investments, LLC, as representative of the investors, pursuant to which $120,000 was deposited with the escrow agent to be distributed in incremental amounts to pay our investor relations firm, the choice of which is subject to the approval of Access America Investments, LLC, which approval cannot be unreasonably withheld.

Lockup Agreements

In connection with the Private Placement, we also entered into lockup agreements, or the Lockup Agreement, with Wealth Environmental Protection Shareholders, pursuant to which each of Wealth Environmental Protection Shareholders agreed not to transfer any of our capital stock held directly or indirectly by them for an eighteen-month period following the closing of the Private Placement, unless it is approved otherwise by Access American Investments, LLC.

The foregoing description of the terms of the Warrant, the Subscription Agreement, the Make Good Escrow Agreement, the Holdback Escrow Agreement, the IR Escrow Agreement and the Lockup Agreement are qualified in their entirety by reference to the provisions of the agreements filed as Exhibits 4.1, 10.1, 10.2, 10.3, 10.4 and 10.5, respectively, to this report, which are incorporated by reference herein.

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On the Closing Date, we completed the transactions contemplated by the Exchange Agreement, pursuant to which in exchange for all of the issued and outstanding ordinary shares of Wealth Environmental Protection, we issued to Wealth Environmental Protection Shareholders a total of 24,956,875 ordinary shares or 96.15% of the ordinary shares of the Company issued and outstanding after the Closing of the Share Exchange. Pursuant to the Share Exchange, Wealth Environmental Protection became our wholly-owned subsidiary and Wealth Environmental Protection Shareholders, the former shareholder of Wealth Environmental Protection, became our controlling shareholder. The share exchange transaction with Wealth Environmental Protection was treated as a reverse acquisition, with Wealth Environmental Protection as the acquirer and China Growth as the acquired party. Unless the context suggests otherwise, when we refer in this report to business and financial information for periods prior to the consummation of the reverse acquisition, we are referring to the business and financial information of Wealth Environmental Protection and its consolidated subsidiaries.

Upon the closing of the reverse acquisition on December 15, 2010, Mr. David Richardson resigned from our board of directors, effective immediately, and Mr. Joseph Rozelle submitted a resignation letter in which he resigned from all offices that he held effective immediately and from his position as our director that will become effective on the tenth day following our mailing of an information statement, or the Information Statement, to our shareholders, which complies with the requirements of Section 14f-1 of the Exchange Act. The Information Statement will be mailed to our shareholders on or about December 21, 2010.

On December 15, 2010, our board of directors appointed Mr. Mingzhuo Tan as the Chairman of our board of directors to fill in the vacancy created by the resignation of Mr. David Richardson effective immediately at the closing of the Share Exchange. In addition, our board of directors also appointed Mr. Mingzhuo Tan to serve as our President and Chief Executive Officer and Mr. Patrick S.H. Chan to serve as our Interim Chief Financial Officer effective immediately at the closing of the Share Exchange. The Company was a “shell company” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) immediately before the completion of the Share Exchange. Accordingly, pursuant to the requirements of Item 2.01(a)(f) of Form 8-K, set forth below is the information that would be required if the Company were filing a general form for registration of securities on Form 10 under the Exchange Act, reflecting the Company’s Ordinary Shares, which is the only class of its securities subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act upon consummation of the Share Exchange, with such information reflecting the Company and its securities upon consummation of the Share Exchange.

-5-

BUSINESS

Please note that the information provided below relates to the combined enterprises after the acquisition of Wealth Environmental Protection, except that information relating to periods prior to the date of the reverse acquisition only relate to Wealth Environmental Protection and its consolidated subsidiaries unless otherwise specifically indicated.

Overview

We are a leading producer and distributer of water purifying agent and high-performance aluminate calcium (HAC) powder, the core component of water purifying agent.

Jiangmen Wealth Water, our subsidiary, is solely engaged in the production and sale of water purifying agents, while Guizhou Yufeng and Shanxi Wealth, the subsidiaries of Jiangmen Wealth Water, specialize in the production and sale of HAC powder. The major raw material of our water purifying agent is HAC powder, exclusively provided by our subsidiary Guizhou Yufeng. The major raw materials of our HAC power are aluminum ore and limestone, obtained from each of the self-owned mines of Guizhou Yufeng and Shanxi Wealth. In addition to providing sufficient HAC powder to Jiangmen Wealth Water for its water purifying agent production, Guizhou Yufeng sells the surplus to other water purifying agent manufacturers in China.

Jiangmen Wealth Water’s self-owned production facilities are located at Jiangmen City, Guangdong Province, in southeast China, covering an aggregate area of 36.84 mu (approximately 264,361.63 square feet). To expand our sales network and avoid high transportation costs arising from delivery of liquid purifying agent to customers located in different geographic areas, Jiangmen Wealth Water has established production entrust agreements with 4 water purifying agent production lines located at Zhaoqing City, Guangdong Province, Yibin City, Sichuan Province, Nanchang City, Jiangxi Province and Hangzhou City, Zhejiang Province (individually, the “Entrusted Production Line,” and collectively, the “Entrusted Production Lines”), that solely produce water purifying agent with our raw materials and pursuant to o ur production guidance and quality control standards.

Our Corporate History and Background

Wealth Environmental Protection was incorporated under the laws of British Virgin Islands on June 3, 2010 to serve as an investment holding company, and Wealth Environmental Technology was incorporated under the laws of Hong Kong by Wealth Environmental Protection on June 18, 2010. Jiangmen Huiyuan was incorporated under the laws of PRC on July 22, 2010, as wholly-owned subsidiary of Wealth Environmental Technology.

On September 29, 2010, Jiangmen Huiyuan entered into a series of contractual agreements with Jiangmen Wealth Water, a company incorporated under the laws of the PRC, and its shareholders, in which Jiangmen Huiyuan effectively assumed management of the business activities of Jiangmen Wealth Water and has the right to appoint all executives and senior management and the members of the board of directors of Jiangmen Wealth Water. The contractual arrangements are comprised of a series of agreements, including an Exclusive Business Cooperation Agreement, Exclusive Option Agreement, Equity Interest Pledge Agreement and Power of Attorney, through which Jiangmen Huiyuan has the right to provide exclusive complete business support and technical and consulting service to Jiangmen Wealth Water for an annual fee in the amount of Jiangmen Weal th Water’s yearly net profits after tax. Additionally, Jiangmen Wealth Water’s shareholders have pledged their rights, titles and equity interest in Jiangmen Wealth Water as security for Jiangmen Huiyuan to collect consulting and services fees provided to Jiangmen Wealth Water through an Equity Pledge Agreement. In order to further reinforce Jiangmen Huiyuan’s rights to control and operate Jiangmen Wealth Water, the shareholders of Jiangmen Wealth Water have granted Jiangmen Huiyuan the exclusive right and option to acquire all of their equity interests in Jiangmen Wealth Water through an Exclusive Option Agreement. As all of the companies are under common control, this has been accounted for as a reorganization of entities and the financial statements have been prepared as if the reorganization had occurred retroactively. We have consolidated the operating results, assets and liabilities of Jiangmen Wealth Water within our financial statements.

Jiangmen Wealth Water owns all of the issued and outstanding capital stock of Guizhou Yufeng, a company located in Guizhou Province, and 62% of the issued and outstanding capital stock of Shanxi Wealth. The remaining 38% of the issued and outstanding capital stock of Shanxi Wealth is held by Mingzhuo Tan, our Chief Executive Officer Both Guizhou Yufeng and Shanxi Wealth are engaged in sales and production of HAC powder.

-6-

Jiangmen Huiyuan, Jiangmen Wealth Water, Guiyang Yufeng and Shanxi Wealth will be collectively referred to as “PRC Subsidiaries.” As a result of our reverse acquisition of Wealth Environmental Protection, we have assumed the business and operations of Jiangmen Huiyuan with our principles activities engaged in the manufacture of water purifying agents which are distributed in the southern, south-western, mid-eastern, and eastern part of China.

Our Corporate Structure

All of our business operations are conducted through our PRC subsidiaries. The chart below presents our corporate structure:

●   Wealth Environmental Protection was incorporated under the laws of British Virgin Islands on June 3, 2010 to serve as an investment holding company.

●   Wealth Environmental Technology was incorporated under the laws of Hong Kong by Wealth Environmental Protection on June 18, 2010.

●   Jiangmen Huiyuan was incorporated under the laws of PRC on July 22, 2010 as a wholly foreign owned enterprise.

-7-

(1)

On September 29, 2010, Jiangmen Huiyuan entered into an Exclusive Business Cooperation Agreement with Jiangmen Wealth Water, pursuant to which Jiangmen Huiyuan will provide Jiangmen Wealth Water with exclusive and complete business support, and technical and consulting services related to the principal business of Jiangmen Wealth Water.

(2)

On September 29, 2010, each of Jiangmen Huiyuan and Jiangmen Wealth Water entered into an Equity Interest Pledge Agreement with Mr. Mingzhuo Tan and Ms. Hongyu Du, respectively, pursuant to which Mr. Tan and Ms. Du pledged all of their equity interest in Jiangmen Wealth Water to Jiangmen Huiyuan to secure Jiangmen Water Wealth’s obligations under the Exclusive Business Cooperation Agreement. On September 29, 2010, the pledges were registered with the Pengjiang Branch of Jiangmen Administration of Industry and Commerce.

(3)

On September 29, 2010, Jiangmen Huiyuan and Jiangmen Wealth Water entered into an Exclusive Option Agreement with Mr. Tan and Ms. Du, respectively, pursuant to which Jiangmen Huiyuan obtained the exclusive option to purchase or designate another qualified person to purchased part or all of the equity interest that Mr. Tan and Ms. Du hold in Jiangmen Wealth Water to the extent permitted by the PRC law.

(4)

On September 29, 2010, each of Mr. Tan and Ms. Du signed a power of attorney which provides that Jiangmen Huiyuan has the power to act as his/her exclusive agent with respect to all matters related to his/her equity interest in Jiangmen Wealth Water while he or she is a shareholder of Jiangmen Wealth Water .

Industry and Market Overview

The annual amount of wastewater discharge in China has increased from 2005 to 2009 at a 2%-3% growth rate per year. In 2009, the amount of wastewater discharge in China reached 58.92 billion tons (Source: Chart of Annual Change of National Wastewater and Major Pollutants Discharge, Page 15 of the State of China’s Environment: 2009). Due to deterioration in both water quantity and quality, water resource protection became a concern on the top of the agenda for both the Chinese government and the Chinese public. The Chinese government has adopted regulations and policies listing waste water disposal and drinking water safety as two issues of priority importance for the mid-term and long-term national development plans. The Chinese government is focused on controlling wastewater disposal rates, increasing the wholesome wat er coverage rate, raising discharge standards for nitrogen and phosphorus, and raising standards for drinking water.

As an expected result from the above-mentioned governmental endeavors, the demand for water purifying products has increased over the years and is expected to continue to increase in the future for a relatively long period of time, considering China’s large population and the severity of China’s current environmental situation. Accordingly, we believe that there will be increasing market need for our water purifying products.

Current Products

Water Purifying Agent

Jiangmen Wealth Water manufactures a variety of water purification products, including dyeing purifying agent, purifying for paper making waste water, purifying agent of phosphorus removal, and discoloring agent, for industries such as printing and dyeing, paper making, municipal wastewater, phosphorus removal, and oil removal from washing water.

Traditional water purifying agents are usually produced for general purposes without tailoring to the needs of particular industrial requirements. Our water purifying agents, on the other hand, are specially developed by our research and development team and the institutions Tongji University and Chongqing University which we work with aiming at satisfying particular industrial situations and requirements. We entered into a technology development agreement with Tongji University in October 2003 and in pursuant to the agreement we have completed the research and development of the HAC powder which has been used in our water purifying agents. Please see such technology development agreement included hereto as Exhibit 10.27 to this filing. We have also been working with Chongqing University since 2005 on the research and development of water purifying technology, including developing flocculent for enhanced coagulation for drinking water, and we have not entered into any agreement in connection with such cooperation. As a result, our products usually have better water purifying effects than other more general products.

-8-

●   Dyeing Purifying Agent: The product is developed for the active dyes, acid dyes and direct dyes of the printing and dyeing wastewater, which is a polymeric flocculant made by a special synthetic polymer technology and added auxiliary decolorization agent. This product has a good decolorization and chemical oxygen demand (COD) removal effects, and is widely used in the treatment process of dyeing industrial wastewater. COD refers to the consumption of oxidizer when using strong oxidizer in water treatment process and indicates the amount of reducing substance in water which are the target to be removed by the purifying agent. COD removal effects refer to the performance of a purifying agent or equipment in removing reducing substance and is considered as an evaluating method o f water treatment effect.

●   Purifying Agent for Paper Making Wastewater: The product is a new inorganic polymer flocculant, specially developed for purifying papermaking wastewater which usually has a high concentration of micro fiber. It not only separates the water from pulp, but also kills the microorganism in the waste water and pulp, thus preventing the wastewater from turning stunk and waste pulp from nigrescence. The water and pulp are recyclable after the treatment.

●   Purifying Agent for Phosphorus Removal: Purifying agent for phosphorus removal is an inorganic polymer flocculant made by a special synthetic polymer technology with a good phosphorus removal effect for phosphorus-containing industrial and residential wastewater.

●   Discoloring Agent: The product is cationic organic macromolecular compound with functions of discoloring, flocculating, COD degrading. The special cationic group of the dyeing discoloring agent can combine with the color substance anion group of the wastewater to form a hydrophobic insoluble salt, thereby eliminate the colors, and because of the polymer adsorption bridging role, it also has a great coagulation & sedimentation effect. The decolorization rate to the dyeing water is more than 95 %, the COD removal ratio is between 50% to 85%.

HAC Powder

Our HAC powder has high aluminum content.

We employ HAC powder to produce water purifying agent, while American and European water purifying agent manufacturers use aluminum hydroxide to produce water purifying agents. Aluminum hydroxide provides a similar level of efficiency for water purifying agent but generally has a higher cost than HAC powder. Using HAC powder as our core raw material, we manufacture water purifying agents that we believe possess quality similar to those produced by our American and European counterparts but with cost savings. Those cost savings, in turn, provide us a significant price advantage

Raw Material and Suppliers

HAC powder is the core ingredient of water purifying agent. In Shanxi and Guizhou provinces, there are abundant bauxite resources. In 2010, we acquired 100% of all the equity interest of Guizhou Yufeng and 62% of the equity interest of Shanxi Wealth. Guizhou Yufeng and Shanxi Wealth each own one bauxite mine and one limestone mine.

●   Guizhou Yufeng is located in Xinghong Village, Zhazuo Town, Xiuwen County, Guizhou Province. It has satisfied each of the annual Chinese national quality examinations during the years from 2005 to 2009. The local business department granted Guizhou Yufeng operation rights from March 2005 to April 2018.

●   Shanxi Wealth is located in Dong Jia Bi Village, Sanquan Town Industrial Zone, Fenyang City of Shanxi Province. It has satisfied each of the Chinese national quality examinations from the years of 2004 to 2009. The local business department granted Shanxi Wealth operation rights from April 2004 to January 2012.

Development of New Technologies

We are developing new technologies to enhance the quality of our current products and to introduce new products based upon our anticipation of the future market needs. We intend to introduce the following products and technologies to the market in the future:

Flocculent for Enhanced Coagulation for Drinking Water

In 2010 the Chinese government raised the standard for drinking water regarding turbidity, organic matter and a number of other indicators. Anticipating the future implementation of the stricter new drink water standard, most Chinese water companies contemplate upgrading their technologies to meet the government’s requirements. Flocculent for enhanced coagulation is widely accepted in the industry as the response to the stricter requirements and solution to the upgrading. To meet the market demands, we are now working with Chongqing University to develop flocculent for enhanced coagulation for drinking water. Currently we are conducting the second round testing of this product and expect to put it on the market in mid-2011. We have not entered into any agreement in connection with the cooperation with Chongqing University. We started our cooperation with Chongqing University in 2005 and have  not paid considerations to Chongqing University in connection with such cooperation.

-9-

HAC Powder with High Purity

With our current HAC powder technology, we can develop HAC powder with higher purity without compromising cost-efficiency. The purpose is to replace high-cost aluminum hydroxide currently used by European and American producers. Currently we have completed an initial testing of this technology and are in the process of second round testing. We expect to apply this technology to our production in 2012.

Sewage-source Heat Pump High-speed Water-purifying Technology

The development of renewable energy is among those on the top of the agenda for China’s mid-term and long-term science and technology planning programs. Currently a number of cities in China have used sewage water as conduit for cooling and heating. To meet this market demand, we are performing research on using flocculent and sewage-source heat pump in treating sewage and generating renewable energy. Currently we have completed the initial testing of this technology and are in the process of a second round testing. We expect to apply this technology to our production on a small scale in 2012.

High-concentration Organic Wastewater Treatment

Backed by the joint efforts of our research and development team and Tongji University in Shanghai, PRC, we are able to use the hydrothermal technology to transform organic matter in the wastewater into useful industrial materials such as H2, DME, and C2H5OH. H2 is the chemical formula of hydrogen which is the basic component of many chemicals and is used for combinations of carbinol, artificial petroleum, plastic resin etc. DME is short for DiMethyl Ether which is a basic chemical raw material and due to its specialties in compression, condensation and evaporation it serves a unique role in production of medicine, fuel, pesticides etc. C2H5OH is the chemical formula of ethanol which is mainly used to produce acetal dehyde, diethyl ether, ethyl acetate, ethylamine and to product dyes, paintingand detergent etc.As of the date hereof, we have completed the initial testing of this technology and are in the process of second round testing. We expect to apply this technology to our production in 2013.

Microbial Flocculent

Microbial flocculent is a highly efficient, non-toxic, pollution-free, self-degradable, and broadly applicable new generation of flocculent. It incarnates the latest development in modern biology and water treatment technology, and represents the trend of flocculent development. Our research and development on this subject focuses on wastewater discoloration and industrial water reuse for the food industry. Traditional flocculents have the issue of secondary pollution when used in water treatment process. Therefore, it is meaningful for people’s health and environmental protection to develop a new micro-organic flocculent that is non-toxic, highly active and without secondary pollution. This technology is in an initial testing phase and may have issues of instability and high cost. We expect to market this technology on a sm all scale in 2014.

Aluminum Recovery Technology

Aluminum salt is widely used in water treatment processes, but chemical sludge generated in this process usually contains a high percentage of aluminum that is not effectively utilized. We are working on the aluminum recovery technology to save aluminum resources and avoid secondary pollution. We are in the process of initial testing of this technology and expect to apply this technology to our production in 2015.

Research & Development

Research and development is critical to our business development. We have built a strong independent research team that includes 5 members with Ph.D. degrees, and 20 members with M.A. degrees. We have sophisticated laboratory facilities covering 3,000 square meters of land (1 square meter ≈ 10.78 square feet). The subjects of our research include, among others, HAC powder, bio-flocculent, industrial waste water purifying agent.

-10-

In addition to our independent research, we also collaborate with several renowned research institutes in developing water purifying agents and other environment protection products. For example, we work with the College of Environmental Science and Engineering of Tongji Unviersity in setting up a post-doctoral research center focused on developing pollution prevention technology; we collaborate with Jinan University located in Shandong province in establishing a graduate students training center; and we work with Chongqing University and Wufi University on several environment-related research projects. Through collaboration with these institutions, we have further bolstered the research ability of our research and development team,expanded our experimental experience, and we expect to maintain our position in the water purif ying industry in China. We have no expenses on research and development activities during each of the last two fiscal years.

Customer Concentration

Water Purifying Agent

The following table sets forth our top ten customers based upon the percentage of our total sales revenues.

Customers	Amount (US Dollar)	2009
Foshan Hui Yong Chemical Trade Co., Ltd.	2,792,818.3	12.87%
Taishan Da Kang Chemical Trade Co., Ltd.	2,059,694.4	9.49%
Shenzhen Lan Bo Shi Science & Technology Co., Ltd.	1,855,726.1	8.55%
Guangdong Yi Da Textile Co., Ltd.	1,369,504.4	6.31%
Anhui Guo Zhen Environmental Protection and Energy Conservation Technology Joint Stock Co., Ltd.	1,141,904.6	5.26%
Guangzhou Papermaking Joint Stock Co., Ltd.	1,031,819.6	4.76%
Yibin Paper Joint Stock Co., Ltd.	963,903.6	4.44%
Zigong City Haoming Chemical Industry Co., Ltd.	921,641	4.25%
Guangdong Chun Yan Textile Co., Ltd.	886,650.6	4.09%
Nanchang Heng Sheng Chemical Trade Co., Ltd.	847,843.1	3.91%
Total	13,871,505.7	63.93%

HAC Powder

The following table sets forth our ten customers based upon the percentage of our total revenues.

Customers	Amount (US Dollar)	2009
Hainan Yijin Environmental Limited Co.	1,207,320.2	5.41%
Dongying Jiali Chemical Limited Co.	1,074,807.1	4.82%
Camela Chemical (Yixin) Limited Co.	1,020,807.6	4.58%
Kunming Dianchi Chemicals Limited Co.	902,500.2	4.05%
Jiaozuo Elfek Chemicals Limited Co.	860,545.2	3.86%
Shengli Xinbang Chemicals Limited Co.	732,175.1	3.28%
Hangzhou Rongsheng Environmental Technology Limited Co.	696,856.1	3.12%
Yunan Yuxi Jinhu Chemicals Limited Co.	690,608.7	3.10%
Guangzhou Yijing Water Purifying Agent Limited Co.	653,470.5	2.93%
Tianjin Tianshui Materials Limited Co.	565,480.8	2.53%
Total	8,404,571.5	37.68%

-11-

Sales Network and Sales Model

Water Purifying Agent

Our current sales network of water purifying agent covers, four geographic areas of China, including the Southwest, South, Central, East of China. These geographic regions include some of the most developed economic areas in China and, accordingly, the local governments pay great attention to environmental issues, such as purifying waste water. We adopt a “regional production and sales” model with each of our self-owned production facilities in Jiangmen City, Guangdong Province, and the four Entrusted Production Lines responsible for meeting the market demand within its covered selling areas in order to minimize transportation costs.

HAC Powder

Given that preservation and delivery of HAC powder does not generate high transportation costs compared to delivery of liquid water purifying agent, our sales of HAC powder adopt a “direct distribution” model with Guizhou Yufeng and Shanxi Wealth directly delivering HAC powder to our distribution centers which in turn deliver HAC powder to customers. Currently, we have approximately 6 HAC powder distribution centers covering 13 provinces in China, consisting of Guangdong, Guangxi, Guizhou, Hainan, Henan, Hunan, Jiangsu, Zhejiang, Jiangxi, Shandong, Sichuan, Tianjin and Yunnan. .

Market

Market Opportunity

Currently, China is in the process of rapid economic growth and market reform led by nation-wide industrial development. Unfortunately, following in the footsteps of many mature economies, China’s rapid industrial expansion has brought with it an almost inevitable by-product: industrially generated pollution of water, air and the environment as a whole. It is estimated that approximately 80% of China’s environmental pollution results from industry-produced solid waste, waste water and waste gas emissions. During the 1990’s the degree of and the dangers posed by China’s increasing levels of environmental pollution became widely perceived both inside and outside China, and drew concerns from the Central Chinese Government. A nation-wide awakening to the environmental crisis has pushed the reduction and elimin ation of waste water and airborne pollutants to matters of priority importance in China’s next five-year economic plan.

With only approximately 2,200 cubic meters per person, or one-fourth the world average, China is a country with limited water resources. Conservation through the improvement of usage efficiency has been the fundamental way to resolve the tension between water supply and demand. China’s very high rate of industrial water consumption (as compared to that of developed countries) demands water conservation and water re-use programs. For example, the industries involved in the discharge of industrial waste water, our principal target market, consume large quantities of water and thereby call for new technology and products to increase efficiency in water usage, reduce water consumption, decrease environmental cleaning costs and thereby avoid possible governmental penalties that arise when they fail to meet one or more standards.< /font>

-12-

Marketing Plan for the Next Three Years

●   Expand the distribution coverage of our products,.

●   Establish contract with clients in operating their wastewater treatment systems, and develop long term business relationship by sharing with them our pollution treatment experiences.

●   Take priority in addressing the market in the severely polluted, economically developed coastal areas, set up local factories for the largest purchasers, and cover the clients in the surrounding area

●   Establish and develop our presence in the oversea markets. As mentioned above, with access to lower-cost raw materials, we are positioned to compete with European and American companies in the same industry. We may consider acquiring foreign companies in the following years for the purpose of producing and distributing high calcium aluminate powder and water purifying agents locally to achieve cost-efficiency.

Competition

In China, there are various companies producing water purifying agent, which are mainly located in Guangdong, Jiangsu, Shandong, Henan, Shanghai, Beijing, Tianjin and Hebei. Generally speaking, these areas are more economically developed than the rest of the country. Most companies currently in the industry are generally small in scale. Since there has not been any official statistic report issued relating to the water purifying agent industry in China, no quantified description of the competitive conditions in the industry is currently available. Compared to other companies in the industry, our company has a complete production chain from raw material procurement to production a nd to sales and distribution, strong management team and specialized research and development team. Our management believes that we are in the leading position with respect to both of our products in domestic market of China. Our principle methods of competition are cost saving, scale effect and technology advancement, which methods enable us to gain competitive advantages set forth below.

Competitive Advantages

●   Cost advantages: In China, we are a high-tech enterprise possessing a complete industrial chain for the production of water purifying agent, with two subsidiaries, one in Guizhou province and the other in Shanxi supplying aluminum and calcium carbonate. At the same time, we have unique technology for high aluminate calcium powder production to decease the cost by approximately 8%.

●   Scale advantages: We are a leading producer of water purifying agent and high calcium aluminate powder in China, with an annual production and distribution of approximately 190,000 tons of water purifying agent and approximately 180,000 tons of calcium aluminate powder. Our operating scale has given us considerable competitive advantage in the aspects of reducing costs and developing new products to accommodate to the ever-evolving demands of the market.

●   Technological advantages: we are applying our own “special addition” in HAC powder production, improving the traditional process to lower the purchasing and production cost and to enhance the aluminium content and activity. In addition, collaborating with Tongji University, we have spent substantial capital and more than one year developing high purity aluminate calcium production technology. The technology uses a heavy metal separation process to generate a high content of alumina, to meet international standards. The technology lowers production costs by 50 percent when compared to aluminium hydroxide. Customized products: We have developed a series of industry-specific purifying agent to implement targeted treatment for different type of water qualities, which produce a better effect than universal products and can reduce water treatment cost by 20 percent or more per ton.

-13-

Intellectual Property

Our management considers our manufacturing technologies and manufacturing design critical to our business. Our research and development team has mastered the following know-how:

●   HAC powder: our HAC powder is produced using our proprietary technology and contains higher than normal aluminum with high heat releasing rate, high dissolution rate, high activity, and low cost. The content of alumina is up to 58%, 5% higher than other similar products. The powder is very active and can produce high quality water purifying products without heating.

●   Heavy metal collecting agent: the heavy metal collecting agent produced by using multiple unit hydrolysis and mutual polymerization can chelate with heavy metal ions and take chemical reaction in normal temperature and wide pH value range, and form insoluble, low water content and easily filtered flocs in a short time that can be removed from wastewater;

●   Purifying agent of phosphorus removal: the purifying agent of phosphorus removal is an inorganic polymer flocculent made by a special synthetic polymer technology, it has a satisfying phosphorus removal effect for phosphorus-containing industrial wastewater and sewage, can be applied to the phosphorus removal after an individual physical, chemical or biochemical treatment.

●   Dyeing purifying agent: the dyeing purifying agent made by a special synthetic polymer technology is a polymer flocculent adding auxiliary discoloration agent. This product has an excellent discoloration effect for the dyeing industry’s wastewater of active dyes, acid dyes, direct dyes, and is widely used in the treatment process of dyeing industrial wastewater.

Papermaking purifying agent: purifying agent for paper making wastewater is made with polymerization by adding cross linking agent, disinfection agent and pimping water solvent large molecule chemicals into PAC. It can enhance the bridging and adsorption ability, improve the removal rate of fine fiber matters and make the pulp to separate from the water. It can also strengthen the intensity of aquatic fine fiber, so as to achieve a better recycling effect of the pulp.

We do not have any patents or trademarks to protect our manufacturing technology and our manufacturing technology are not a product or a result of licenses to use any patens or trademarks.

Environmental Protection, Quality Control and Safety Measure

We are committed to environmental protection, facility safety and quality control throughout the design, maintenance and growth of our operation facilities and manufacturing process.

 Environmental Protection

Our manufacturing facilities are subject to a series of pollution control regulations with respect to noise, water and air pollution and the disposal of waste and hazardous materials. We are also subject to periodic inspections by local environmental protection authorities. To date, we have not been advised of any violations of any environmental regulations. We are not currently subject to any pending actions alleging any violations of applicable PRC environmental laws.

Safety Measures

Guizhou Yufeng and Shanxi Wealth have set up specific production policy and principles to ensure workplace safety, including, but not limited to, onsite safety surveillance, mining safety training, regular worker health and skill inspection, site-specific hazard awareness training, overtime restriction, ventilation inspection, and damage control exercise. With full implementation of our safety policy, Guizhou Yufeng and Shanxi Wealth have had no significant workplace accidents since inception.

Quality Control

All of our factories have set up internal quality control systems to make sure our products meet IS09000 standards.ISO9000 is an international quality management standard made by Technical Committee of Quality Management and Insurance of International Standardization Organization, which is used to approve that an organization has the capability to provide products that can meet the customers’ requirements and applicable legal regulations.

-14-

Legal Proceedings

We are currently not a party to any material legal or administrative proceedings and are not aware of any pending legal or administrative proceedings against us. We may from time to time become a party to various legal or administrative proceedings arising in the ordinary course of our business.

Properties

Executive Offices

All land in China is owned by the State. Individuals and companies are permitted to acquire rights to use land or land use rights for specific purposes. In the case of land used for industrial purposes, the land use rights are granted for a period of 50 years. This period may be renewed at the expiration of the initial and any subsequent terms. Granted land use rights are transferable and may be used as security for borrowings and other obligations.

Jiangmen Huiyuan Environmental Protection Technology Consultancy Co., Ltd

The principal executive offices of Huiyuan are located at Room 109 Floor 3, No, 99 Third Jian She Road, Peng Jiang District, Jiangmen, which are furnished by Mr. Mingzhuo Tan, our Chief Executive Officer, free of charge.

Jiangmen Wealth Water Purifying Agent Co., Ltd.

The principal executive offices of Jiangmen Wealth Water are located at Jiang Gen Industrial Park, Du Ruan Town, Jiangmen City, which are furnished by Mr. Mingzhou Tan, our Chief Executive Officer, free of charge.

The following table summarizes the location of real property leased by Jiangmen Wealth Water.

Item	Address	Size (m2) (1 square meter ≈ 10.78 square feet)
1.	No. 101 Lianghua Xi, Jiangmen City, Guangdong Province	95.36
2.	No. 104 Lianghua Xi, Jiangmen City, Guangdong Province	95.36

The following table summarizes the land use rights owned by Jiangmen Wealth Water.

Item	Address	Size (m2) (1 square meter ≈ 10.78 square feet)
1	Sanya Industrial Park, Muzhou Town, Xinhui District, Jiangmen City, Guangdong Province	24,560.12

Guizhou Yufeng Melt Co., Ltd.

The principal executive offices of Guizhou Yufeng are located in Xinghong Village, Zhazuo Town, Xiuwen County, Guizhou Province. The following table summarizes the location of the mines, to which Guizhou Yufeng owns mining licenses:

1tem	Address	Size (m2) (1 square meter ≈ 10.78 square feet)
1.	Limestone Mine, Dashan Village, Zhaozuo Town, Xiuwen County, Guizhou Province	19,400
2.	Bauxite Mine, Gaocang Village, Zhaozuo Town, Xiuwen County, Guizhou Province	387,900

-15-

In addition, Guizhou Yufeng also owns the land use right to 20,880.1 square meters (1 square meter ≈ 10.78 square feet) industrial land located in Xinghong Village, Zhaozuo Town, Xiuwen County, Guizhou Province.

Shanxi Wealth Aluminate Materials Co., Ltd

The principal executive offices of Shanxi Wealth are located in East Jia Bi Village, Industrial Area, San Quan Town, Fenyang City, Shanxi Province. The following table summarizes the location of the mines, to which Shanxi Wealth owns mining licenses:

Name	Address	Size (m2) (1 square meter ≈ 10.78 square feet)
1.	Limestone Mine, Sang Zao Po Village, Li Jia Zhuang Township, Fenyang City, Shanxi Province	21,400
2.	Bauxite Mine, Luo Tuo Ju Village, Wang Jia Guo Township, Liu Lin County, Lvliang City, Shanxi Province	518,000
3.	Industrial Area, Sanquan Town, Fenyang, Shanxi Province	34,826.84

Mining Properties

We acquire the rights to exploit the mines through mining rights transfer agreement in connection with a limestone mine and a bauxite mine located in Guizhou Province which was entered into by and between the transferee Guizhou Yufeng and the transferor Xiuwen Rongxiang Building Materials Co,. Ltd. in July, 2005 and mining rights transfer agreements in connection with a limestone mine and a bauxite mine located in Shanxi Province which was entered into by and between the transferee Shanxi Wealth and each of the transferors Shanxi Fenyang Hongsen Construction Stone Co., Ltd. and Shanxi Liulin Changsheng Aluminumore Co., Ltd. in November, 2005. The transfer prices of the limestone mine and the bauxite mine located in Guizhou Province were RMB 3 million and RMB 18 million, all of which had been duly settled.  The transfer prices of the limestone mine and the bauxite mine located in Shanxi Province were RMB 8 million and RMB 28 million, all of which had been duly settled.

-16-

Set forth below are detailed description of our mining properties held by Guizhou Yufeng and Shanxi Wealth:

1.   Guizhou Bauxite Mine

Guizhou Yufeng holds a mining license for bauxite mine (No.5200000238714) (“Guizhou Bauxite Mine”), issued by the Guizhou Provincial Department of Land and Resource on September 6, 2005, with a term from October, 2005 to October, 2020. Guizhou Bauxite Mine license has passed the annual governmental examinations from 2005 to 2010.  Guizhou Bauxite Mine is located at Gaocang Village, Zhazuo Town, Xiuwen County, Guizhou Province, covering an area of 0.3879 square kilometers.

Location and Range

The aluminum mine of Guizhou Yufeng Melt Co., Ltd is located about 11km away from Xiuwen county town and 13km away from Guiyang city. The geographic coordinates of the centre of the mining area are E106°39′33″，N26°47′23″, the total area of the mine is 0.3879km2, mining designed elevation is 1400m to 1150m, and the plan of production scale is 150,000 tons per year. There are many simply-built highways around the mining area, and the traffic is very convenient.

The annual production capacity of the mine is 150,000 tons. The mine consists of the following seven inflection points. Inflection points coordinates, mining area and mining depth can be seen in the table below:

Inflection Points Coordinates in Mining Area

No.	X coordinate	Y coordinate
1	2965220	36366465
2	2964625	36366790
3	2964410	36366550
4	2964410	36366150
5	2964630	36366200
6	2964820	36366055
7	2965055	36366110
Mining area: 0.3879km2       Mining depth: 1400m to 1150m

Note: The coordinates in the table follow Beijing Coordinates System and Yellow Sea Height.

Traffic Conditions

Roads to the mine are accessible for large and small vehicles. The mine is about 11km away from Xiuwen and 13km away from Guiyang. The traffic conditions are good enough to support the ordinary operations of the mine.

-17-

Reserves & Exploration Terms

Working area belongs to the mine in which the recourses are mined while exploring. In July 2005 the reserves of aluminum ore was 20,360,000 tons as verified by Guizhou Nonferrous Geology Engineering Survey Company. 155,000 tons had been exploited by Guizhou Yufeng Melt Co., Ltd from 2005 to 2009.

The current reserve of aluminum mine of Guizhou Yufeng Melt Co., Ltd is 18,340,000 tons, and the recoverable reserves is about 14,850,000 tons.(2009) According to the production scale of annual output of 150,000 tons, the mine’s exploration terms is 9.92-year.

Based on the investigation, understanding and analyzing the assessment object, in accordance with scientific assessment process and a reasonable assessment method adopted, the “Aluminum mine reserves of Guizhou Yufeng Smelt Co., Ltd.”, the present value of mining rights in this mine is 161.4187 million yuan.

Rock Formations & Mineralization

Alminimum ore grade in orebody 1#: the average content of alminimum is 75.2％. The analysis results are as follows:

Statistical Tables of Orebody Chemical Components

Sample numbers	Analyses Results（%）
	Al2O3		MgO		TiO2		SiO2		Fe2O3
	Analytical value	Average value	Analytical value	Average value	Analytical value	Average value	Analytical value	Average value	Analytical value	Average value
Y1	75.52	75.21	1.04	0.97	2.78	2.93	4.35	4.86	1.25	1.35
Y2	74.45		1.12		2.84		5.23		1.46
Y3	72.87		1.15		3.83		5.75		1.56
Y4	76.46		0.85		2.54		4.78		1.24
Y5	76.75		0.71		2.68		4.23		1.23

The coexisting components with aluminum ore are Cu, WO3, Sn, Mo, Bi, As, Hg, Co, Ni, Au, Ag, Pt, etc. The exploration and analysis of these components are not carried out, there is no verification.

Current Costs & Future Investment

The mine was purchased by the entrusting party Guizhou Yufeng Melt Co., Ltd from the former right holder after the expropriation, design, civil engineering, mine construction and installation were completed. The total amount of investment is calculated as 18 million yuan according to the current purchase rate. Right now, there is no any plan for future investment.

Equipment, Infrastructure and other Facilities

The major facilities include an outdoor bauxite reserve facility, executive building, dormitory building, ground weighing apparatus, etc. The major equipments include electricity generation system, transportation vehicles, air ventilation system, air compressors and drilling machines, etc.

Source of Power & Water

There are several sources of water, however, we seldom use water during the mining process. The mine has sufficient electricity supplied by the national electricity network.

2.   Guizhou Limestone Mine

Guizhou Yufeng holds a mining license for limestone mine (for construction usage) (No.5201023052207) (“Guizhou Limestone Mine”), which was issued by Xiuwen Land and Resource Bureau on September 8, 2005, with a term from September, 2005 to September, 2023.  Our Guizhou Limestone Mine license has passed the annual governmental examinations from 2005 to 2010.  Guizhou Limestone Mine is located at Dashan Village, Zhazuo Town, Xiuwen County, Guizhou Province, covering an area of 0.0194 square kilometers.

Location and Range

The limestone mine of Guizhou Yufeng Melt Co., Ltd is located about 10km from Xiuwen county and 12km from Guiyang city. The geographic coordinates of the centre of the mining area are E106°40′29″, N26°48′04″, the total area of the mine is 0.0194 km2, mining designed elevation is 1403.6m to 1350m, and the plan of production scale is 150,000 tons per year. There are many simply-built highways around the mining area, and the traffic is very convenient.

The mine is delineated by four inflexion points. The coordinates of the inflexion points, the mine area and the mining depth are given the table below.

-18-

Inflexion points coordinates in mining area

No.	X coordinate	Y coordinate
1	2966360	36368290
2	2966290	36368290
3	2966230	36368130
4	2966350	36368140
The Mine Area：0.0194km2     The Mining Depth：1403.6m～1350m

Note：The coordinates in the table belong to Beijing coordinate system and Yellow Sea Height.

Reserves & Exploration Terms

The way of opencast mining is applied to the limestone mine of Guizhou Yufeng, with the annual production capacity of 150,000 tons.

In June 2005, the retained reverses of limestone were 2,983,000 tones as verified by Guizhou Nonferrous Geology Engineering Survey Company. After the verification, 65,000 tons of limestone were exploited by Guizhou Yufeng from 2005 to 2009.

The amount of resource reserves was assessed, taking into account 2,928,800 tons of the retained resource reserves (333), as 2,928,800 tons of minable resource reserves in 2009. If the annual production capacity is 150,000 tons, the mining resources can be mined in 19.53 years.

Based on the investigation, understanding and analyzing the assessment object, in accordance with scientific assessment process and a reasonable assessment method adopted, “the value of Limestone mine reserves of Guizhou Yufeng Melt Co., Ltd.” evaluated as follow: The present value of the base date of mining rights this mine is 15.2257 million yuan.

-19-

Traffic Conditions

There are highways between the mining area and the county and Guiyang city, providing a very convenient transportation condition.

Rock Formations & Mineralization

Set forth below is a brief analysis on the chemical compositions of the mine:

Analysis on Chemical Compositions of the Ore Body

The Sample Number	The Analytical Results（%）
	Cao		MgO		Al2O3		SiO2		Fe2O3
	The Analytical Value	The Mean Value	The Analytical Value	The Mean Value	The Analytical Value	The Mean Value	The Analytical Value	The Mean Value	The Analytical Value	The Mean Value
Y1	54.50	53.17	1.14	1.06	3.85	2.93	5.25	5.13	1.42	1.45
Y2	53.05		0.95		2.14		4.23		1.36
Y3	52.80		1.05		2.83		5.15		1.51
Y4	51.30		1.08		2.94		5.78		1.44
Y5	54.20		1.10		2.88		5.23		1.53

-20-

The Proportion: 2.60t/ m3.

The Moh’s Hardness: around 3.50.

The Loose Coefficient : 1.4～1.5.

The Compressive Strength: 1250～1300kg/cm2 in vertical layers and 1080 to 1100kg/cm2 in the parallel layers.

The Ore Type: the carbonate type

Equipment, Infrastructure and other Facilities

The major facilities include an outdoor limestone reserve facility, warehouses and recreational facilities, etc. The major equipments include electricity generation system, loading machines, air compressors and drilling machines, etc.

Current Costs & Future Investment

The mine was obtained from the former right holder after the prophase investment and construction were completed. The amount of investment is 3 million yuan, the contract value of the purchase.

Proved Extractable Reserve was 3 million tons and the average investment was 1 yuan per ton when the mine was purchased in 2005. There is no such plan for as future investment.

3.   Shanxi Bauxite Mine

Shanxi Wealth holds a mining license for bauxite mine (No.1400000512847) (“Shanxi Bauxite Mine”), issued by the Shanxi Provincial Department of Land and Resource on January 10, 2006 with a term from January, 2006 to January 2020. Shanxi Bauxite Mine license has passed the annual examinations from 2006 and 2010.  Shanxi Bauxite Mine is located at Luo Tuo Ju Village, Wang Jia Gou Township, Liu Lin County, Lvliang City, covering an area of 0.5180 square kilometers.

Location and Range

The Bauxite Mine of Shanxi Wealth Aluminate Material Co., Ltd. is located in Luotuoju Village, Wangjiagou County, which is 30km north to the Liuling County. Its administrative divisions are under the jurisdiction of Wangjiagou County (see the Location Map). The geographic coordinates of the centre of the mining area are E110°55′19.5″，N37°36′55.0″, the total area of the mine is 0.518km2 Quasi-mining elevation is 1200-850m. There are simple roads connecting the mine and the x446Road for 1.5km long, the traffic is convenient. The annual production capacity of the mine is 200,000 tons.

-21-

Assess the inflection point coordinates of the mining areas

Turning Point No.	Coordinate
	X	Y
1	3688710545.800	41145806197.528
2	3688710545.800	41145804864.935
3	3688708925.132	41145804818.707
4	3688709304.069	41145806250.567

Reserves & Exploration Terms

The appraisal value of the aluminum mining rights of Shanxi Wealth was 153.3510573 million yuan.

Rock Formations & Mineralization

Set forth below is a brief analysis on the chemical compositions of the mine:

The ore mine highest grade Al2O3 is 75.08%, A / S, 31.42. Minimum value of  Al2O3, 41.26%, A / S is 2.66. The ore mine average grade Al2O3 is 62.10%, coefficient of variation 10.04%; SiO2 11.25%, coefficient of variation 37.04%; Fe203 6.64%, coefficient of variation 60.13%. On the roof was mostly clay rock, with Al2O3 content of 32% ~ 40%, SiO2 around 40%. Rock boundary is not obvious from its surrounding. Floor is limestone, dolomitic limestone, argillaceous limestone.

Equipment, Infrastructure and other Facilities

The major facilities include an outdoor bauxite reserve facility, executive building, dormitory building, ground weighing apparatus, etc. The major equipments include electricity generation system, transportation vehicles, air ventilation system, air compressors and drilling machines, etc.

-22-

Current Costs & Future Investment

The total amount of investment is calculated as 28 million yuan according to the buying rate. There is no such plan for as future investment.

4.   Shanxi Limestone Mine

Shanxi Wealth holds a mining license for limestone for construction usage (No. 1400000631218) (“Shanxi Limestone Mine”), issued by Fenyang Land and Resource Bureau on January 10, 2006,  with a term from January, 2006 to January 2025.  Shanxi Limestone Mine license has passed the annual examinations from 2006 to 2010.  Shanxi Limestone Mine is located at Sang Zao Po Village, Li Jia Zhuang Township, Fenyang City, covering an area of 0.0214 square kilometers.

Location and Range

The Limestone Mine of Shanxi Huixin Aluminate Materials Co., Ltd. is located at Sangzaopo Village, LIjiazhuang Town, Fenyang City, Shanxi Province. The geographic coordinates of the centre of the mining area are E111°39′～111°40′，N37°16′～37°17′. The mine is defined by 4 inflection points, the total area of the mine is 0.0214 km2, Open-pit mining designed elevation is 980m to 800m.

Range of Inflection Point Coordinates

Number of inflection points	X coordinate	Y coordinate
1	558862	374126468
2	559009	374126500
3	559010	374126377
4	558838	374126376

-23-

Reserves & Exploration Terms

Through the comprehensive and careful study, resources reserves conclusions of Shanxi Wealth have been reached after verification. The retained resource reserve of the ore body in this mine area is estimated as 4.62 million tons, with the retained resource reserve (122b) accounting for 1.27 million tons and the retained resource reserve (332) accounting for 3.35 million tons .

Due to the Open-pit mining characristic, the mining recovery rate can be evaluated as 100%. Hence the proved extractable reserve is 1.27 million tons (122b) and 3.35 million tons (332), 4.62 million tons in total.

The total reserve of limestone in the region (122b +332) is 4.62 million tons. Due to open-pit mining, resource can be estimated as 4.62 million tons, and the exploration term is 30.8 years with 150,000 tons per year.

After the assessment of appraisals’ on-site surveys and local market analysis, in accordance with the principles and procedures of mineral resources assessment, the appropriate appraisal methods and evaluation parameters are selected and the appraisal value of the Limestone Mine of Shanxi Wealth is evaluated as 25.0185 million yuan.

Rock Formations & Mineralization

Chemical Features in this report is referred from sample test result of Shanxi Gongye University Non-ferrous metal laboratory, from Feburary 3rd,2006 to october18th,2009. Chemical composition of the ore is stable,with high levels of beneficial components and low levels of harmful components, among which: CaO 52.12 ~ 54.11%, MgO l.43 ~ 2.41%, SiO2 0.16 ~ 2.33%, Al2O3 0.008 ~ 0.022%, Fe2O3 0.035 ~ 0.048%, Loss 41.91 ~ 43.28%. Comparison  has indicated that the limestone mine is of high and stable quality.

-24-

Equipment, Infrastructure and other Facilities

The major facilities include an outdoor limestone reserve facility, recreational rooms and warehouses, etc. The major equipments include electricity generation system, loading machines, air compressors and drilling machines, etc.

Current Costs & Future Investment

The total amount of investment is calculated as 80 million yuan according to the current purchase rate. Right now there is no plan for future investment.

Source of Power & Water

Fenyang Lijiazhuang 35KV Transformer Station provides stable and sufficient electricity for the mine. There is no water needed during the mine’s production process. Water for daily life purposes is supplied by Sangzaopo Water Reservoir.

Mining Rights and Licenses

Guizhou Yufeng obtained the respective mining licenses in relation to the limestone mine (license No.5201023052207) in September 2005 and to the bauxite mine (license No.5200000238714) in October 2005 and registered as the concessionaire thereof.  Shanxi Wealth obtained the respective mining licenses regarding the bauxite mine (license No.140000512847) and limestone mine (license No.140000631218) in January 2006, and accordingly, has become the registered concessionaire of the two said mines since then.  In addition, as specified on the respective mining licenses, the duration for the mining rights regarding the limestone mine and bauxite mine to which Guizhou Yufen g is entitled are from September 2005 until September 2023 and from October 2005 until October 2020 respectively.  As far as Shanxi Wealth is concerned, Shanxi Wealth, based on its mining licenses, is entitled to enjoy the mining rights regarding the bauxite mine from January 2006 until January 2020 and the limestone mine from January 2006 until January 2025 respectively.  In accordance with the Measures for Registration Administration of Mineral Resources Exploitation, if there is a need to continue mining minerals on the expiration of the period of validity of the mining license, the mining concessionaire shall complete the procedures for extension of registration with the registration authority 30 days prior to the expiration of the period of validity of the mining license.

Pursuant to the revised PRC Mineral Resources Law, effective on January 1, 1997 and the Implementation Rules of the PRC Resources Law, effective on March 26, 1994, all mineral resources shall be owned by the PRC government.  The State ownership of the mineral resources, either near the earth's surface or underground, shall not change with the ownership of the land or the right to the use of the land to which the mineral resources are attached.  Accordingly, the PRC government adopts a license system for the exploration and exploitation of the mineral resources.  Under the PRC laws and regulations, "exploration right" means the right to explore the min eral resources within the scope provided by the exploration license which is legally obtained and the units or individuals that have obtained the exploration licenses are called exploration licensees, while "exploitation right" or “mining right” means the right to exploit the mineral resources and own the products within the scope provided by the exploitation license which is legally obtained and the units or individuals that have obtained the exploitation licenses are called concessionaires.  Any concessionaires are granted the rights to conduct the mining activities within the term and the exploitation area prescribed by the mining license; sell the mineral products by themselves, except for those minerals which the PRC State Council has prescribed for a unified purchase by the designated units only; construct within the mine area production and living facilities; obtain in accordance with law the right to use the land required for the production; and other rights provided by laws and regulations.  The concessionaires shall fulfill the obligations of conducting mine construction or mining within the term approved; conducting efficient protection, rational mining and comprehensive utilization of the mineral resources; paying the resources tax and the mineral resources compensation fees pursuant to law; complying with the State laws and regulations regarding the labor safety for production, water and soil conservancy, land recovery and environmental protection; and accepting the supervision and administration from both the competent departments in charge of geology and mineral resources and the other relevant competent departments, and filling out and presenting the mineral reserve forms and mineral resources development and utilization statistics reports according to the relevant provisions.

-25-

Pursuant to the Measures for Control of Transfer of Exploration Rights or Mining Rights, promulgated by the State Council and effective on February 12, 1998, a mining concessionaire is entitled to apply with the competent examining and approving authority regarding transferring its mining rights to a transferee under the transfer contract executed thereby.  After receipt of the application, the examining and approving authority will make a decision of approval or disapproval within 40 days as of the date of receipt of the application for transfer, and notify the transferor and the transferee.  If the transfer is approved, the transferor and the transferee are requir ed to go through the formalities for registration modification with the original licensing authority within 60 days as of the date of receipt of the approval notice of transfer. The transferee will obtain the mining license and become an exploration licensee or a mining concessionaire after paying the relevant required fees.

We have full mining rights over the bauxite mines and limestone mines concerned.  As a concessionaire under the mining licenses, we are required to pay certain taxes and fees to the PRC government as royalties for our mining activities and sale of mineral products, such as the resource tax of bauxite at the rate of RMB20 Yuan per ton in Guizhou and Shanxi, and the resource tax of limestone at the rate of RMB2 Yuan per ton in Guizhou and Shanxi; the mineral compensation fees, which is computed and collected at a certain ratio of the sales income of mineral products; the mining fees, which shall be paid year by year according to the acreage of the scope of the mining zone at a rate of RMB1,000 Yuan per square kilometer per year; and the price for the mining.  As Guizhou Yufeng and Shanxi Wealth acquired the mining rights through the means of transfer, the transfer price has included the mining fees, and Guizhou Yufeng and Shanxi Wealth have paid off the the mineral compensation fees. As of December, 2010, Guizhou Yufeng and Shanxi Wealth have paid all the requisite fees as required.

In order to retain the mining rights, the mining concessionaire shall conduct mine construction or mining within the term and area approved, conduct efficient protection, rational mining and comprehensive utilization of the mineral resources, accept supervision and inspection from both the competent departments in charge of geology and mineral resources, submit annual reports including the mineral reserve forms and mineral resources development and utilization statistics reports, pay the fees as required by relevant laws and regulations, such as  Measures for Registration Administration of Mineral Resources Exploitation (effective on February 12, 1998),  and Provisi ons on Administration of Collection of Mineral Resources Compensation Fees (effective on February 27, 1994), and complete the registration procedures for the modification (if applicable). As of December 2010, each of Guizhou Yufeng and Shanxi Wealth holds their respective mining rights in good standing.

Employees

As of February 25, 2011, we have 387 employees and all of the 387 employees are full-time employees, among whom 354 employees hold a Bachelor’s Degree or lower degrees, 27 employees have a Master’s Degree, 5 employees have a Ph.D degree and 1 employee holds a Post-doctoral degree. Our employees are not represented by any collective bargaining agreement, and we have never experienced a work stoppage. We believe we have good relations with our employees.

CHINA REGULATIONS

This section sets forth a summary of the most significant China regulations or requirements that may affect our business activities operated in China or our shareholders’ right to receive dividends and other distributions of profits from the PRC subsidiary.

Foreign Investment in PRC Operating Companies

The Foreign Investment Industrial Catalogue jointly issued by the China’s Ministry of Commerce (MOFCOM) and the National Development and Reform Commission (NDRC) in 2007 classified various industries/businesses into three different categories: (i) encouraged for foreign investment; (ii) restricted to foreign investment; and (iii) prohibited from foreign investment. For any industry/business not covered by any of these three categories, they will be deemed industries/businesses permitted for foreign investment. Except for those expressly provided with restrictions, encouraged and permitted industries/businesses are usually 100% open to foreign investment and ownership. With regard to those industries/businesses restricted to or prohibited from foreign investment, there is always a limitation on foreign investment and ownership. The PRC subsidiary’s business does not fall under the industry categories that are restricted to, or prohibited from foreign investment and is not subject to limitation on foreign investment and ownership.

-26-

Regulation of Foreign Currency Exchange

Foreign currency exchange in the PRC is governed by a series of regulations, including the Foreign Currency Administrative Rules (1996), as amended, and the Administrative Regulations Regarding Settlement, Sale and Payment of Foreign Exchange (1996), as amended. Under these regulations, the Renminbi is freely convertible for trade and service-related foreign exchange transactions, but not for direct investment, loans or investments in securities outside the PRC without the prior approval of State Administration of Foreign Exchange (SAFE). Pursuant to the Administrative Regulations Regarding Settlement, Sale and Payment of Foreign Exchange (1996), foreign investme nt enterprises, or FIEs may purchase foreign exchange without the approval of SAFE for trade and service-related foreign exchange transactions by providing commercial documents evidencing these transactions. They may also retain foreign exchange, subject to a cap approved by SAFE, to satisfy foreign exchange liabilities or to pay dividends. However, the relevant Chinese government authorities may limit or eliminate the ability of FIEs to purchase and retain foreign currencies in the future. In addition, foreign exchange transactions for direct investment, loan and investment in securities outside the PRC are still subject to limitations and require approvals from SAFE.

Regulation of FIEs’ Dividend Distribution

The principal laws and regulations in the PRC governing distribution of dividends by FIEs include:

(i)  The Sino-foreign Equity Joint Venture Law (1979), as amended, and the Regulations for the Implementation of the Sino-foreign Equity Joint Venture Law (1983), as amended;

(ii)  The Sino-foreign Cooperative Enterprise Law (1988), as amended, and the Detailed Rules for the Implementation of the Sino-foreign Cooperative Enterprise Law (1995), as amended;

(iii)	The Foreign Investment Enterprise Law (1986), as amended, and the Regulations of Implementation of the Foreign Investment Enterprise Law (1990), as amended.
(iv)	The Company Law (2005).

Under these regulations, FIEs in the PRC may pay dividends only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, the wholly owned foreign enterprises in the PRC are required to set aside at least 10% of their respective accumulated profits each year, if any, to fund certain reserve funds unless such reserve funds have reached 50% of their respective registered capital. These reserves are not distributable as cash dividends.

Regulation of a Foreign Currency’s Conversion into RMB and Investment by FIEs

On August 29, 2008, SAFE issued a Notice of the General Affairs Department of the State Administration of Foreign Exchange on the Relevant Operating Issues concerning the Improvement of the Administration of Payment and Settlement of Foreign Currency Capital of Foreign-Invested Enterprises or Notice 142, to further regulate the foreign exchange of FIEs. According to Notice 142, FIEs shall obtain a verification report from a local accounting firm before converting its registered capital of foreign currency into Renminbi, and the converted Renminbi shall be used for the business within its permitted business scope. The Notice 142 explicitly prohibits FIEs from using RMB converted from foreign capital to make equity investments in the PRC, unless the domestic equity investment is within the approved business scope of the FIE and has been approved by SAFE in advance. In addition, SAFE strengthened its oversight over the flow and use of Renminbi funds converted from the foreign currency-dominated capital of a FIE. The use of such Renminbi may not be changed without approval from SAFE, and may not be used to repay Renminbi loans if the proceeds of such loans have not yet been used. Violations of Notice 142 may result in severe penalties, including substantial fines as set forth in the SAFE rules.

Regulations on Work Safety

On June 29, 2002, the Work Safety Law (“WSL”) of the PRC was adopted by the Standing Committee of the 9th National People’s Congress and came into effect on November 1, 2002, as amended on August 27, 2009. The WSL provides general work safety requirements for entities engaging in manufacturing and business activities within the PRC. Additionally, Regulation on Work Safety Licenses (“RWSL”), as adopted by the State Council on January 7, 2004 and became effective on January 13, 2004, requires enterprises engaging in the manufacture of dangerous chemicals to obtain a work safety license with a term of three years. If a work safety license needs to be extended, the enterprise must go through extension procedures with authorities three months prior to its expiration. In addition, on May 17, 2004, the Measu res for Implementation of Work Safety Licenses of Dangerous Chemicals Production was promulgated as implementing measures to the Regulation on Work Safety Licenses which provides that entities producing dangerous chemicals are required to obtain work safety licenses pursuant to specific requirements. Without work safety licenses, no entity may engage in the formal manufacture of dangerous chemicals.

-27-

The Regulations on the Safety Administration of Dangerous Chemicals (“RSADC”) was promulgated by the State Council on January 26, 2002, effective as of March 15, 2002. It sets forth general requirements for manufacturing and storage of dangerous chemicals in China. The RSADC requires that companies manufacturing dangerous chemicals establish and strengthen their internal regulations and rules on safety control and fulfill the national standards and other relevant provisions of the State. In addition, according to the RSADC, companies that manufacture, store, transport or use dangerous chemicals shall be required to obtain corresponding approvals or licenses with the State Administration of Work Safety and its local branches and other proper authorities. Companies that manufacture or store dangerous chemicals without ap proval or registration with the proper authorities can be shut down, ordered to stop manufacturing or ordered to destroy the dangerous chemicals. Such companies can also be subject to fines. If criminal law is violated, the persons chiefly liable, along with other personnel directly responsible for such impropriety, shall be subject to relevant criminal liability.

Regulations on Environmental Protection

According to the Prevention and Control of Water Pollution Law, as adopted by the Standing Committee of the 10th National People’s Congress on February 28, 2008 and effective on June 1, 2008, China adopted a licensing system for pollutant discharge. Companies directly or indirectly responsible for discharge of industrial waste water or medical sewage to waters shall be required to obtain a pollutant discharge license. All companies are prohibited from discharging wastewater and sewage to waters without or in violation of the terms of the pollutant discharge license.

The Regulations on the Administration of Construction Projects Environmental Protection (“RACPEP”), as adopted by the State Council on November 18, 1998 and effective on November 29, 1998, governs construction projects and the impact such projects will have on the environment. Pursuant to the RACPEP, the governing body is responsible for supervising the implementation of a three tiered system that includes (i) reviewing and approving a construction project, (ii) overseeing the construction project and (iii) to inspect the finished construction project and ensure that all harmful pollutants are disposed of correctly. Manufacturing companies are required to apply for inspection with environmental protection authorities upon completion of a construction project.

RISK FACTORS

You should carefully consider the risks described below together with all of the other information included in this report before making an investment decision with regard to our securities. The statements contained in or incorporated herein that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following risks actually occurs, our business, financial condition or results of operations could be harmed. In that case, you may lose all or part of your investment.

Risks Relating to Our Business

OUR LIMITED OPERATING HISTORY MAKES EVALUATION OF OUR BUSINESS DIFFICULT.

We have a limited operating history and have encountered and expect to continue to encounter many of the difficulties and uncertainties often faced by early stage companies. Jiangmen Wealth, our PRC operating company, was incorporated in 2003. Our limited operating history makes it difficult to evaluate our future prospects, including our ability to develop a wide customer and distribution network for our services, to expand our operations to include additional services and to control raw material costs, all of which are critical to our success. An investor must consider our business and our prospects in light of the risks, uncertainties and difficulties common to early stage companies. We may encounter unanticipated problems, expenses and delays in developing and marketing our services and securing additional blending and storage facilities. We may not be able to successfully address these risks. If we are unable to address these risks, our business may not grow, our stock price may suffer, and we may be unable to stay in business.

-28-

WE NEED TO MANAGE GROWTH IN OPERATIONS TO MAXIMIZE OUR POTENTIAL GROWTH AND ACHIEVE OUR EXPECTED REVENUES AND OUR FAILURE TO MANAGE GROWTH WILL CAUSE A DISRUPTION OF OUR OPERATIONS RESULTING IN THE FAILURE TO GENERATE REVENUE AT LEVELS WE EXPECT.

In order to maximize potential growth in our current and potential markets, we believe that we must expand our producing and marketing operations. This expansion will place a significant strain on our management and our operational, accounting, and information systems. We expect that we will need to continue to acquire, merge with some new projects, to improve our financial controls, operating procedures, and management information systems. We will also need to effectively train, motivate, and manage our employees. Our failure to manage our growth and investment failure could disrupt our operations and ultimately prevent us from generating the revenues we expect.

KEY EMPLOYEES ARE ESSENTIAL TO GROWING OUR BUSINESS. IN ADDITION WE NEED ADDITIONAL SKILLED MANAGEMENT AND TECHNICAL PERSONNEL AND OTHER EMPLOYEES.

Mr. Mingzhuo Tan, our Chief Executive Officer, and Mr. Patrick S.H. Chan, our Chief Financial Officer, Mr. Wenchan Jiang, Technical Officer of Jiangmen Wealth Water, and Fangming Jin, Chief Expert of Jiangmen Wealth Water, are essential to our ability to continue to grow our business. They have established relationships within the industries in which we operate. If they were to leave us, our growth strategy might be hindered, which could limit our ability to increase revenue.

Our future success also depends upon its continuing ability to attract and retain highly qualified personnel. Expansion of our business and the management and operation will require additional managers and employees with industry experience, and the success of the Company will be highly dependent on the Company’s ability to attract and retain skilled management and technical personnel, and other employees. There can be no assurance that the Company will be able to attract or retain highly qualified personnel. Competition for skilled personnel in the environmental protection industry is significant. This competition may make it more difficult and expensive to attract, hire and retain qualified managers and employees.

SOME OF OUR BUSINESS CONTRACTS HAVE AMBIGUOUS DISPUTE RESOLUTION PROVISIONS OR ARE GOVERNED BY ABOLISHED LAW.

The dispute resolution provisions of some of our business contracts are ambiguous, and therefore, in the event of disputes arising between us and other parties under the agreements, we may not rely on the dispute resolution provision to resolve disagreements under the agreements. In addition, some of our business contracts are governed by Economic Contract Law which has been abolished.

OUR FUTURE PERFORMANCE IS DEPENDENT ON RESEARCHING AND DEVELOPING NEW PRODUCTS, THE INABILITY TO DO SO COULD HAVE AN ADVERSE EFFECT ON OUR BUSINESS.

Our performance in the future is dependent on our ability to develop and launch new products. Changes in technologies may render our products obsolete and our performance in the future is thus significantly dependent on our ability to develop and launch new products. There can be no assurance that our research and development efforts will be successful or completed within the anticipated timeframe and results. Moreover, there can be no assurance that any research and development project undertaken by us will result in commercially viable products. Unsuccessful development and release of new products could adversely affect our performance and our ability to compete.

-29-

WE WILL ENCOUNTER SUBSTANTIAL COMPETITION IN OUR BUSINESS AND ANY FAILURE TO COMPETE EFFECTIVELY COULD ADVERSELY AFFECT OUR RESULTS OF OPERATIONS.

Although currently we do not have any significant competitors in the HAC powder and water purifying agent business, more water purifying agents producers are entering into the market with the economic development and growing public awareness on environmental issues. In addition, some multi-national companies have entered or prepared to enter the Chinese water purifying market, such as General Veolia Water Solutions & Technologies. Our Company is facing fierce competition. We anticipate that other companies in the industry will continue to improve their products and introduce new products with competitive price and qualities. This could pose a threat to our current market share. Some of our international competitors have stronger brand names, greater access to capital, longer operating histories, longer or more established rela tionships with their customers, stronger research and development capabilities and greater marketing and other resources than we do.

Some of our domestic competitors have stronger distribution networks and end-user customer bases, better access to government authorities and stronger industry-based backgrounds than us. Due to the evolving markets in which we compete, additional competitors with significant market presence and financial resources may enter those markets, and thereby intensify competition. Existing and potential competitors may also develop relationships with our distributors in a manner that could significantly harm our ability to sell, market and develop our products. Our major competitors may be better able than we to successfully endure downturns in our industrial sector. Our competitors could develop a more efficient product or undertake more aggressive and costly marketing campaigns than ours, which may adversely affect our marketing strateg ies and could have a material adverse effect on our business, results of operations and financial condition.

We expect that we will be required to continue to invest in product development and productivity improvements to compete effectively in our markets. In periods of reduced demand for our products, we can either choose to maintain market share by reducing our selling prices to meet competition or maintain selling prices, which would likely sacrifice market share. Sales and overall profitability would be reduced in either case. In addition, we cannot assure you that additional competitors will not enter our existing markets, or that we will be able to compete successfully against existing or new competition.

WE MAY EXPERIENCE MAJOR ACCIDENTS IN THE COURSE OF OUR OPERATIONS, WHICH MAY CAUSE SIGNIFICANT PROPERTY DAMAGE AND PERSONAL INJURIES.

We may experience major accidents in the course of our operations, which may cause significant property damage and personal injuries. Significant industry-related accidents and natural disasters may cause interruptions to various parts of our operations, or could result in property or environmental damage, increase in operating expenses or loss of revenue. The occurrence of such accidents and the resulting consequences may not be covered adequately, or at all, by the insurance policies we carry. In accordance with customary practice in China, we do not carry any business interruption insurance or third party liability insurance for personal injury or environmental damage arising from accidents on our property or relating to our operations other than our automobiles. Losses or payments incurred may have a material adverse effect on our operating performance if such losses or payments are not fully insured.

MINERAL EXPLORATION AND DEVELOPMENT IS SUBJECT TO EXTRAORDINARY OPERATING RISKS. WE DO NOT CURRENTLY INSURE AGAINST THESE RISKS. IN THE EVENT OF A CAVE-IN OR SIMILAR OCCURRENCE, OUR LIABILITY MAY EXCEED OUR RESOURCES, WHICH WOULD HAVE AN ADVERSE IMPACT ON OUR COMPANY.

Mineral exploration, development and production involve many risks which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Our operations will be subject to all of the hazards and risks inherent in these activities, including liability for pollution, cave-ins or similar hazards against which we cannot insure or against which we may elect not to insure. Any such event could result in work stoppages and damage to property, including damage to the environment. We do not currently maintain any insurance coverage against these operating hazards. The payment of any liabilities that arise from any such occurrence would have a material adverse impact on our company.

-30-

OUR PLANNED EXPANSION AND TECHNICAL IMPROVEMENT PROJECTS COULD BE DELAYED OR ADVERSELY AFFECTED BY, AMONG OTHER THINGS, DIFFICULTIES IN OBTAINING SUFFICIENT FINANCING, TECHNICAL DIFFICULTIES, OR HUMAN OR OTHER RESOURCE CONSTRAINTS.

Our planned expansion and technical improvement projects could be delayed or adversely affected by, among other things, difficulties in obtaining sufficient financing, technical difficulties, or human or other resource constraints. Moreover, the costs involved in these projects may exceed those originally contemplated. Costs savings and other economic benefits expected from these projects may not materialize as a result of any such project delays, cost overruns or changes in market circumstances. Failure to obtain intended economic benefits from these projects could adversely affect our business, financial condition and operating performances.

WE MAY ENCOUNTER RAW MATERIAL SUPPLY SHORTAGE AND PRICE INCREASE, ANY FAILURE TO INCREASE OUR RESERVE EFFECTIVELY COULD ADVERSELY AFFECT OUR OPERATIONS. IF WE CANNOT OBTAIN SUFFICIENT RAW MATERIALS AND COMPONENTS THAT MEET OUR PRODUCTION STANDARDS AT A REASONABLE COST OR AT ALL, OUR ABILITY TO PRODUCE AND MARKET OUR PRODUCTS, AND THUS OUR BUSINESS, COULD SUFFER.

One main raw material for our products is calcium aluminate powder. After 10 years of extensive exploration of aluminum resources, the aluminum resources in Henan province, the province used to have the largest aluminum reserve, have already been depleted. Further, the quality of calcium aluminate powder is adversely affected by a lack of high quality aluminum mines, thereby affecting our products’ quality. In Shanxi and Guizhou Provinces there are abundant aluminum deposits, but the level of mining technology is relatively low, which means these provinces cannot produce nearly enough aluminum to satisfy the market needs. As a result, the price for aluminum has soared in the recent years. Beside aluminum, we also use coal as a raw material for the production of alumina calcium powder. With the prices of different kinds of en ergy all rising on the horizon, the fuel coal has also become more and more expensive. All these pose problems for us to reduce cost.

While these raw materials are generally available and we have yet to experience a raw material shortage, we cannot assure that the necessary raw materials will continue to be available or in the sense of prices, accessible to us. The prices for these raw materials have been fluctuating significantly and are likely to continue to do so in the future. Numerous factors, most of which are beyond our control, can influence the prices of our raw material. These factors include, a name a few, general economic conditions, industry capacity utilization, vendor backlogs and transportation delays, and other uncertainties.

We may experience a shortage in the supply of certain raw materials and components in the future, and if any such shortage occurs, our manufacturing capabilities and operations could be negatively affected. We may not be able to adjust our product prices, especially in the short-term, to recover cost increases in such raw materials. Our future profitability may be adversely affected if and when we are unable to pass on the higher raw material costs to our customers, to be decided by various market factors.

If our suppliers are unwilling or unable to provide us with high-quality raw materials/components in the required amount at prices acceptable to us, we may not have any feasible alternative to continue our production. In addition, even if they can provide the necessary raw materials, the quality may fail to meet the standards required by our customers. Under such circumstances, there may be production/ shipments delays or reductions in manufacturing activities. Further, we may be required to adjust our products to better work with the materials and components provided by new, alternative suppliers, if we can locate them. Moreover, the suppliers may delay shipments or supply us with raw materials of inferior quality, and adversely impact the quality and performance of our products. If any of the above events relating to our obtaini ng qualified raw materials occurs, our ability to produce and/or market our products can undergo difficulties, and our business could suffer.

WE MAY UNDERTAKE ACQUISITIONS, WHICH MAY HAVE A MATERIAL ADVERSE EFFECT ON OUR ABILITY TO MANAGE OUR BUSINESS, AND MAY END UP BEING UNSUCCESSFUL.

Our growth strategy may involve the acquisition of new technologies, businesses, products or services or the creation of strategic alliances in areas in which we do not currently operate. These acquisitions could require that our management develop expertise in new areas, manage new business relationships and attract new types of customers. Furthermore, acquisitions may require significant attention from our management, and the diversion of our management’s attention and resources could have a material adverse effect on our ability to manage our business. We may also experience difficulties integrating acquisitions into our existing business and operations. Future acquisitions may also expose us to potential risks, including risks associated with:

-31-

● the integration of new operations, services and personnel;

● unforeseen or hidden liabilities;

● the diversion of resources from our existing businesses and technologies;

● our inability to generate sufficient revenue to offset the costs of acquisitions; and

● potential loss of, or harm to, relationships with employees or customers, any of which may have a material adverse effect on our ability to manage our business.

IF WE NEED ADDITIONAL CAPITAL TO FUND OUR GROWING OPERATIONS, WE MAY NOT BE ABLE TO OBTAIN SUFFICIENT CAPITAL AND MAY BE FORCED TO LIMIT THE SCOPE OF OUR OPERATIONS.

If adequate additional financing is not available on reasonable terms, we may not be able to undertake plant expansion, purchase additional machinery and purchase equipment for our operations and we would have to modify our business plans accordingly. If the equipment investment is not enough, it will cause low level of production automation in producing alumina calcium powder and series purifying agent, thus affecting our production quality. There is no assurance that additional financing will be available to us.

In connection with our growth strategies, we may experience increased capital needs and accordingly, we may not have sufficient capital to fund our future operations without additional capital investments. Our capital needs will depend on numerous factors, including (i) our profitability; (ii) the release of competitive products by our competition; (iii) the level of our investment in research and development; and (iv) the amount of our capital expenditures, including acquisitions. We cannot assure you that we will be able to obtain capital in the future to meet our needs.

In recent years, the securities markets in the United States have experienced a high level of price and volume volatility, and the market price of securities of many companies have experienced wide fluctuations that have not necessarily been related to the operations, performances, underlying asset values or prospects of such companies. For these reasons, our Ordinary Shares can also be expected to be subject to volatility resulting from purely market forces over which we will have no control. If we need additional funding we will, most likely, seek such funding in the United States (although we may be able to obtain funding in the P.R.C.) and the market fluctuations affect on our stock price could limit our ability to obtain equity financing.

If we cannot obtain additional funding, we may be required to: (i) limit our plant expansion; (ii) limit our marketing efforts; and (iii) decrease or eliminate capital expenditures.

Such reductions could materially adversely affect our business and our ability to compete.

IF OUR END-USER CUSTOMERS THAT USE OUR PRODUCTS SUCCESSFULLY ASSERT PRODUCT LIABILITY CLAIMS AGAINST US DUE TO DEFECTS IN OUR PRODUCTS, OUR RESULTS OF OPERATIONS MAY SUFFER AND OUR REPUTATION MAY BE HARMED.

Our products are used for various purposes, such as treating municipal sewage and industrial wastewater and purifying water for food and beverage and pharmaceutical production. These uses tend to affect large geographic areas and significant numbers of people, and often have serious impact on the environment and people’s health and safety and daily lives. Consequently, the malfunctioning of our products could potentially cause tremendous damage. If our products are not properly designed or manufactured or if they do not perform adequately in the treatment of water, we could be subject to claims for damages based on theories of product liability and other legal theories. The costs and resources to defend such claims could be substantial and, if such claims are successful, we could be responsible for paying some or all of the damages. We do not have product liability insurance for our products. In addition, negative publicity from such claims may also damage our reputation, regardless of whether such claims are successful. Any of these consequences resulting from defects in our products would harm our results of operations, adversely affect our safety reputation among customers and potential customers, decrease our overall market share and increase our costs by requiring us to take additional measures to ensure our safety precautions are even more visible and effective.

-32-

WE MAY INCUR SIGNIFICANT COSTS TO ENSURE COMPLIANCE WITH UNITED STATES CORPORATE GOVERNANCE AND ACCOUNTING REQUIREMENTS.

We may incur significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly. We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract a nd retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these newly applicable rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

GOVERNMENTAL REGULATIONS AFFECTING THE IMPORT OR EXPORT OF PRODUCTS COULD NEGATIVELY AFFECT OUR REVENUES.

We plan to expand to over-sea market based on our price advantage, however, the United States and various foreign governments have imposed controls, export license requirements, and restrictions on the export of some of our products. We do not currently export the Company’s water purifying agent directly or indirectly out of the PRC. However, if we were to begin exporting our products in the future, governmental regulation of exports, or our failure to obtain required export approval for our products, could harm our international and domestic sales and adversely affect our revenues. In addition, failure to comply with such regulations could result in penalties, costs, and restrictions on export privileges.

THE TRANSACTION INVOLVES A REVERSE MERGER OF A FOREIGN COMPANY INTO A FOREIGN SHELL COMPANY, SO THAT THERE IS NO HISTORY OF COMPLIANCE WITH UNITED STATES SECURITIES LAWS AND ACCOUNTING RULES.

In order to be able to comply with United States securities laws, the Company’s operating subsidiary prepared its financial statements for the first time under U.S. generally accepted accounting principles and recently had its initial audit of its financial statements in accordance with Public Company Accounting Oversight Board (United States). As the Company does not have a long term familiarity with U.S. generally accepted accounting principles, it may be more difficult for it to comply on a timely basis with SEC reporting requirements than a comparable domestic company.

-33-

WE RELY ON CONTRACTUAL ARRANGEMENTS WITH CONSOLIDATED PRC SUBSIDIARY JIANGMEN WEALTH WATER AND ITS SHAREHOLDERS FOR THE OPERATION OF OUR BUSINESS, WHICH MAY NOT BE AS EFFECTIVE AS DIRECT OWNERSHIP. IF JIANGMEN WEALTH WATER AND ITS SHAREHOLDERS FAIL TO PERFORM THEIR OBLIGATIONS UNDER THESE CONTRACTUAL ARRANGEMENTS, WE MAY HAVE TO RESORT TO LITIGATION TO ENFORCE OUR RIGHTS, WHICH MAY BE TIME-CONSUMING, UNPREDICTABLE, EXPENSIVE AND DAMAGING TO OUR OPERATIONS AND REPUTATION.

We operate our business through our consolidated PRC subsidiary Jiangmen Wealth Water through a series of contractual arrangements. These contractual arrangements are intended to provide us with effective control over this entity and allow us to obtain economic benefits from it. Although we have been advised by our PRC counsel, Han Kun Law Offices, that these contractual arrangements are valid, binding and enforceable under current PRC laws, these contractual arrangements may not be as effective in providing control as direct ownership. For example, Jiangmen Wealth Water and its shareholders could breach their contractual arrangements with us by, among other things, failing to operate our business in an acceptable manner or taking other actions that are detrimental to our interests. If we were the controlling shareholder of Jiangm en Wealth Water with direct ownership, we would be able to exercise our rights as shareholders to effect changes to its board of directors, which in turn could implement changes at the management and operational level. However, under the current contractual arrangements, as a legal matter, if Jiangmen Wealth Water or its shareholders fail to perform their obligations under these contractual arrangements, we may have to incur substantial costs to enforce such arrangements, and rely on legal remedies under PRC law, including contract remedies, which may not be sufficient or effective. If we are unable to enforce these contractual arrangements, or if we suffer significant delay or other obstacles in the process of enforcing these contractual arrangements, our business and operations could be severely disrupted, which could materially and adversely affect our results of operations and damage our reputation.

THE CONTRACTUAL ARRANGEMENTS ENTERED INTO BETWEEN US AND JIANGMEN WEALTH WATER MAY RESULT IN ADVERSE TAX CONSEQUENCES TO US.

Under Chinese laws and regulations, arrangements and transactions among affiliated parties may be subject to audit or challenge by the Chinese tax authorities. We could face material and adverse tax consequences if the Chinese tax authorities determine that the contractual arrangements between us and Jiangmen Wealth Water do not represent arm’s-length prices and as a result, adjust any of the income in the form of a transfer pricing adjustment. A transfer pricing adjustment could, among other things, result in a reduction of expense deductions for Chinese tax purposes recorded by us or our PRC Subsidiaries or an increase in taxable income, all of which could increase our tax liabilities. In addition, the Chinese tax authorities may impose late payment fees and other penalties on us or our Chinese subsidiaries for under-paid taxes.

-34-

Risks Relating to the People’s Republic of China 

CERTAIN POLITICAL AND ECONOMIC CONSIDERATIONS RELATING TO THE PRC COULD ADVERSELY AFFECT OUR COMPANY.

The PRC is transitioning from a planned economy to a market economy. While the PRC government has pursued economic reforms since its adoption of the open-door policy in 1978, a large portion of the PRC economy is still operating under five-year plans and annual state plans. Through these plans and other economic measures, such as control on foreign exchange, taxation and restrictions on foreign participation in the domestic market of various industries, the PRC government exerts considerable direct and indirect influence on the economy. Many of the economic reforms carried out by the PRC government are unprecedented or experimental, and are expected to be refined and improved. Other political, economic and social factors can also lead to further readjustment of such reforms. This refining and readjustment process may not necessari ly have a positive effect on our operations or future business development. Our operating results may be adversely affected by changes in the PRC’s economic and social conditions as well as by changes in the policies of the PRC government, such as changes in laws and regulations (or the official interpretation thereof), measures which may be introduced to control inflation, changes in the interest rate or method of taxation, and the imposition of restrictions on currency conversion in addition to those described below.

THE RECENT NATURE AND UNCERTAIN APPLICATION OF MANY PRC LAWS APPLICABLE TO US CREATE AN UNCERTAIN ENVIRONMENT FOR BUSINESS OPERATIONS AND THEY COULD HAVE A NEGATIVE EFFECT ON US.

The PRC legal system is a civil law system. Unlike the common law system, the civil law system is based on written statutes in which decided legal cases have little value as precedents. In 1979, the PRC began to promulgate a comprehensive system of laws and has since introduced many laws and regulations to provide general guidance on economic and business practices in the PRC and to regulate foreign investment. Progress has been made in the promulgation of laws and regulations dealing with economic matters such as corporate organization and governance, foreign investment, commerce, taxation and trade. The promulgation of new laws, changes of existing laws and the abrogation of local regulations by national laws could have a negative impact on our business and business prospects.

WE ARE REQUIRED TO MAINTAIN VARIOUS LICENSES AND PERMITS REGARDING OUR MANUFACTURING BUSINESS, AND THE LOSS OF OR FAILURE TO RENEW ANY OR ALL OF THESE LICENSES AND PERMITS MAY REQUIRE THE TEMPORARY OR PERMANENT SUSPENSION OF SOME OR ALL OF OUR OPERATIONS.

In accordance with the laws and regulations of the PRC, we are required to maintain various licenses and permits in order to operate our manufacturing business. Failure to maintain these licenses, or the loss of or failure to renew such licenses and production permits, could result in the temporary or permanent suspension of some or all of our production or distribution operations and could adversely affect our revenues and profitability.

SUBSTANTIALLY ALL OF OUR BUSINESS, ASSETS AND OPERATIONS ARE LOCATED IN PRC.

Substantially all of our business, assets and operations are located in PRC. The economy of PRC differs from the economies of most developed countries in many respects. The economy of PRC has been transitioning from a planned economy to a market-oriented economy. Although in recent years the PRC government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets and the establishment of sound corporate governance in business enterprises, a substantial portion of productive assets in PRC is still owned by the PRC government. In addition, the PRC government continues to play a significant role in regulating industry by imposing industrial policies. It also exercises significant control over PRC’s economic growth through the allocation of re sources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. Some of these measures benefit the overall economy of PRC, but may have a negative effect on us.

-35-

WE DERIVE SUBSTANTIALLY ALL OF OUR REVENUES FROM SALES IN THE PRC AND ANY DOWNTURN IN THE CHINESE ECONOMY COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS AND FINANCIAL CONDITION.

Substantially all of our revenues are generated from sales in the PRC. We anticipate that revenues from sales of our products in the PRC will continue to represent the substantial portion of our total revenues in the near future. Our sales and earnings can also be affected by changes in the general economy. Our success is influenced by a number of economic factors which affect disposable consumer income, such as employment levels, business conditions, interest rates, oil and gas prices and taxation rates. Adverse changes in these economic factors, among others, may restrict consumer spending, thereby negatively affecting our sales and profitability.

POTENTIAL ENVIRONMENTAL LIABILITY COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR OPERATIONS AND FINANCIAL CONDITION.

To the knowledge of our management team, neither the production nor the sale of our products constitutes activities, or generates materials that create any environmental hazards or requires our business operations to comply with PRC environmental laws. Although it has not been alleged by PRC government officials that we have violated any current environmental regulations, we cannot assure you that the PRC government will not amend the current PRC environmental protection laws and regulations. Our business and operating results may be materially and adversely affected if we were to be held liable for violating existing environmental regulations or if we were to increase expenditures to comply with environmental regulations affecting our operations.

CURRENCY CONVERSION COULD ADVERSELY AFFECT OUR FINANCIAL CONDITION.

The PRC government imposes control over the conversion of Renminbi into foreign currencies. Under the current unified floating exchange rate system, the People’s Bank of China publishes an exchange rate, which we refer to as the PBOC exchange rate, based on the previous day’s dealings in the inter-bank foreign exchange market. Financial institutions authorized to deal in foreign currency may enter into foreign exchange transactions at exchange rates within an authorized range above or below the PBOC exchange rate according to market conditions.

Pursuant to the Foreign Exchange Control Regulations of the PRC issued by the State Council which came into effect on April 1, 1996, and the Regulations on the Administration of Foreign Exchange Settlement, Sale and Payment of the PRC which came into effect on July 1, 1996, regarding foreign exchange control, conversion of Renminbi into foreign exchange by Foreign Investment Enterprises, or FIEs, for use on current account items, including the distribution of dividends and profits to foreign investors, is permissible. FIEs are permitted to convert their after-tax dividends and profits to foreign exchange and remit such foreign exchange to their foreign exchange bank accounts in the PRC. Conversion of Renminbi into foreign currencies for capital account items, including direct investment, loans, and security investment, is still un der certain restrictions. On January 14, 1997, the State Council amended the Foreign Exchange Control Regulations and added, among other things, an important provision, which provides that the PRC government shall not impose restrictions on recurring international payments and transfers under current account items.

Enterprises in the PRC (including FIEs) which require foreign exchange for transactions relating to current account items, may, without approval of the State Administration of Foreign Exchange, or SAFE, effect payment from their foreign exchange account or convert and pay at the designated foreign exchange banks by providing valid receipts and proofs.

Convertibility of foreign exchange in respect of capital account items, such as direct investment and capital contribution, is still subject to certain restrictions, and prior approval from the SAFE or its relevant branches must be sought.

Furthermore, the Renminbi is not freely convertible into foreign currencies nor can it be freely remitted abroad. Under the PRC’s Foreign Exchange Control Regulations and the Administration of Settlement, Sales and Payment of Foreign Exchange Regulations, Foreign Invested Enterprises are permitted either to repatriate or distribute its profits or dividends in foreign currencies out of its foreign exchange accounts, or exchange Renminbi for foreign currencies through banks authorized to conduct foreign exchange business. The conversion of Renminbi into foreign exchange by Foreign Invested Enterprises for recurring items, including the distribution of dividends to foreign investors, is permissible. The conversion of Reminbi into foreign currencies for capital items, such as direct investment, loans and security investment, is subject, however, to more stringent controls.

-36-

Our operating company is a FIE to which the Foreign Exchange Control Regulations are applicable. Accordingly, we will have to maintain sufficient foreign exchange to pay dividends and/or satisfy other foreign exchange requirements.

EXCHANGE RATE VOLATILITY COULD ADVERSELY AFFECT OUR FINANCIAL CONDITION.

Since 1994, the exchange rate for Renminbi against the United States dollar has remained relatively stable, most of the time in the region of approximately RMB8.28 to $1.00. However, in 2005, the Chinese government announced that it would begin pegging the exchange rate of the Chinese Renminbi against a number of currencies, rather than just the U.S. dollar and, the exchange rate for the Renminbi against the U.S. dollar became RMB8.02 to $1.00. If we decide to convert Chinese Renminbi into United States dollars for other business purposes and the United States dollar appreciates against this currency, the United States dollar equivalent of the Chinese Renminbi we convert would be reduced. There can be no assurance that future movements in the exchange rate of Renminbi and other currencies will not have an adverse effect on our fin ancial condition.

INFLATION IN THE PRC COULD NEGATIVELY AFFECT OUR PROFITABILITY AND GROWTH.

While the PRC economy has experienced rapid growth, it has been uneven among various sectors of the economy and in different geographical areas of the country. Rapid economic growth can lead to growth in the money supply and rising inflation. If prices for our products do not rise at a rate that is sufficient to fully absorb inflation-driven increases in our costs of supplies, our profitability can be adversely affected.

In order to control inflation in the past, the PRC government has imposed controls on bank credits, limits on loans for fixed assets and restrictions on state bank lending. The implementation of these and other similar policies can impede economic growth. In October 2004, the People’s Bank of China, the PRC’s central bank, raised interest rates for the first time in nearly a decade and indicated in a statement that the measure was prompted by inflationary concerns in the Chinese economy. Repeated rises in interest rates by the central bank would likely slow economic activity in China which could, in turn, materially increase our costs and also reduce demand for our products.

THE SLOWDOWN OF CHINA’S ECONOMY CAUSED IN PART BY THE RECENT CHALLENGING GLOBAL ECONOMIC CONDITIONS MAY ADVERSELY AFFECT OUR BUSINESS, RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

China’s economy has experienced a slowdown after the second quarter of 2007, when the quarterly growth rate of China’s gross domestic product reached 11.9%. A number of factors have contributed to this slowdown, including appreciation of the Renminbi, which has adversely affected China’s exports, and tightening macroeconomic measures and monetary policies adopted by the Chinese government aimed at preventing overheating of China’s economy and controlling China’s high level of inflation. The slowdown has been further exacerbated by the challenging global economic conditions in the financial services and credit markets, which in recent months has resulted in extreme volatility and dislocation of the global capital and credit markets.

It is uncertain how long the challenging global economic conditions in the financial services and credit markets will continue and how much of an adverse impact it will have on the global economy in general and the Chinese economy specifically. The slowdown of the Chinese economy could lead to a decrease in business and construction activity nationwide, which could reduce demand for our products and adversely affect our business, results of operations and financial condition.

SINCE MOST OF OUR ASSETS ARE LOCATED IN PRC, ANY DIVIDENDS OF PROCEEDS FROM LIQUIDATION IS SUBJECT TO THE APPROVAL OF THE RELEVANT CHINESE GOVERNMENT AGENCIES.

Our assets are predominantly located inside PRC. Under the laws governing Foreign Invested Enterprises in PRC, dividend distribution and liquidation are allowed but subject to special procedures under the relevant laws and rules. Any dividend payment will be subject to the decision of the board of directors and subject to foreign exchange rules governing such repatriation. Any liquidation is subject to the relevant government agency’s approval and supervision as well as the foreign exchange control. This may generate additional risk for our investors in case of dividend payment and liquidation.

-37-

IT MAY BE DIFFICULT TO AFFECT SERVICE OF PROCESS AND ENFORCEMENT OF LEGAL JUDGMENTS UPON OUR COMPANY AND OUR OFFICERS AND DIRECTORS BECAUSE THEY RESIDE OUTSIDE THE UNITED STATES.

As our operations are presently based in PRC and our director and officer resides in PRC, service of process on our company and such director and officer may be difficult to effect within the United States. Also, our main assets are located in PRC and any judgment obtained in the United States against us may not be enforceable outside the United States.

OUR LABOR COSTS HAVE INCREASED AND ARE LIKELY TO FURTHER INCREASE AS A RESULT OF CHANGES IN CHINESE LABOR LAWS.

We expect to experience an increase in our cost of labor due to recent changes in Chinese labor laws which are likely to increase costs further and impose restrictions on our relationship with our employees. In June 2007, the National People’s Congress of the PRC enacted new labor law legislation called the Labor Contract Law and more strictly enforced existing labor laws. The new law, which became effective on January 1, 2008, amended and formalized workers’ rights concerning overtime hours, pensions, layoffs, employment contracts and the role of trade unions. As a result of the new law, we have had to increase the salaries of our employees, provide additional benefits to our employees, and revise certain other of our labor practices. The increase in labor costs has increased our operating costs, which incre ase we have not always been able to pass through to our customers. In addition, under the new law, employees who either have worked for us for ten years or more or who have had two consecutive fixed-term contracts must be given an “open-ended employment contract” that, in effect, constitutes a lifetime, permanent contract, which is terminable only in the event the employee materially breaches our rules and regulations or is in serious dereliction of his or her duties. Such non-cancelable employment contracts will substantially increase our employment related risks and limit our ability to downsize our workforce in the event of an economic downturn. No assurance can be given that we will not in the future be subject to labor strikes or that we will not have to make other payments to resolve future labor issues caused by the new laws. Our Subsidiaries have not purchased sufficient social insurance for all of their employees. If the local labor authorities order Our PRC Subsidiaries to do so, we may become obligated to pay unpaid insurance premiums thereby increasing our labor costs. Furthermore, there can be no assurance that the labor laws will not change further or that their interpretation and implementation will vary, which may have a negative effect upon our business and results of operations.

OUR OPERATING SUBSIDIARIES IN CHINA ARE DELIQUENT ON PAYING SOCIAL INSURANCE PREMIUMS AND HOUSING PROVIDENT FUNDS FOR THEIR EMPLOYEES IN ACCORDANC WITH APPLICABLE LAWS.

Neither Jiangmen Wealth, Shanxi Wealth, nor Guzhou Yunfeng, our operating subsidiaries under the PRC laws, have paid social insurance premiums and housing provident funds for their employees pursuant to the applicable PRC laws. The competent government authorities may require them not only to rectify their incompliance by paying the due and unpaid social insurance premiums and housing provident, but also impose fines. Management has calculated our exposure related to unpaid social insurance premiums and housing provident funds and believes the amount, including potential penalties is less than $300,000.

-38-

WE MAY BE EXPOSED TO MONETARY FINES BY THE LOCAL HOUSING AUTHORITY AND CLAIMS FROM OUR EMPLOYEES IN CONNECTION WITH OUR PRC SUBSIDIARIES’ NON-COMPLIANCE WITH REGULATIONS WITH RESPECT TO CONTRIBUTION OF HOUSING PROVIDENT FUNDS FOR EMPLOYEES.

According to the relevant PRC regulations on housing provident funds, PRC enterprises are required to contribute housing provident funds for their employees. The monthly contributions must be at least 5% of each employee’s average monthly income in the previous year. Our PRC Subsidiaries have not paid such funds for its employees since its establishment. Under local regulations on collection of housing provident funds in Jiangmen, Guiyang and Fenyang where our PRC Subsidiaries are located, the local housing authorities may require our PRC Subsidiaries to rectify its non-compliance by setting up bank accounts and making payment and relevant filings for the unpaid housing funds for its employees within a specified time period. If our PRC Subsidiaries fail to do so within the specified time period, the local housing authority m ay impose a monetary fine on it and may also apply to the local people’s court for enforcement. Employees of our PRC Subsidiaries may also be entitled to claim payment of such funds individually. If we receive any notice from the local housing authority or any claim from our current and former employees regarding our non-compliance with the regulations, we will be required respond to the notice and pay all amounts due to the government, including any administrative penalties imposed, which would require us to divert our financial resources and/or impact our cash reserves, if any, to make such payments. Additionally, any administrative costs in excess of the payments, if material, may impact our operating results.

A FAILURE BY OUR SHAREHOLDERS OR BENEFICIAL OWNERS WHO ARE PRC CITIZENS OR RESIDENTS TO COMPLY WITH CERTAIN PRC FOREIGN EXCHANGE REGULATIONS COULD RESTRICT OUR ABILITY TO DISTRIBUTE PROFITS, RESTRICT OUR OVERSEAS AND CROSS-BORDER INVESTMENT ACTIVITIES OR SUBJECT US TO LIABILITY UNDER PRC LAWS, WHICH COULD ADVERSELY AFFECT OUR BUSINESS AND FINANCIAL CONDITION.

In October 2005, SAFE issued the Notice on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents Engaging in Financing and Roundtrip Investments via Overseas Special Purpose Vehicles (“Circular 75”). Circular 75 regulates the foreign exchange matters in relation to the use of a “special purpose vehicle” by PRC residents to seek offshore equity financing and conduct “round trip investment” in China. Under Circular 75, a “special purpose vehicle” refers to an offshore entity established or controlled, directly or indirectly, by PRC residents or PRC entities for the purpose of seeking offshore equity financing using assets or interests owned by such PRC residents or PRC entities in onshore companies, while “round trip investment” refers to the direct i nvestment in China by the PRC residents through the “special purpose vehicles,” including without limitation establishing foreign invested enterprises and using such foreign invested enterprises to purchase or control (by way of contractual arrangements) onshore assets. Circular 75 requires that, before establishing or controlling a “special purpose vehicle”, PRC residents and PRC entities are required to complete foreign exchange registration with the local offices of SAFE for their overseas investments. In addition, any PRC resident that is the shareholder of an offshore special purpose company is required to amend his or her SAFE registration with the SAFE or its competent local branch, with respect to that offshore special purpose company in connection with any of its increase or decrease of capital, transfer of shares, merger, division, equity investment or creation of any security interest over any assets located in China. To further clarify the implementation of Circular 75, SA FE also requires the PRC subsidiaries of an offshore company governed by Circular 75 to coordinate the filing and updating of the SAFE registrations in a timely manner regarding major capital changes of the offshore special purpose company. If our direct or indirect shareholders who are PRC citizens or residents do not complete their registration with the local SAFE authorities, our PRC subsidiaries will be prohibited from distributing their profits and proceeds from any reduction in capital, share transfer or liquidation to us, and we may be restricted in our ability to contribute additional capital to our PRC subsidiaries.

Because of uncertainty in how Circular 75 will be interpreted and enforced, we cannot be sure how it will affect our business operations or future plans. For example, our PRC subsidiaries’ ability to conduct foreign exchange activities, such as the remittance of dividends and foreign currency-denominated borrowings, may be subject to compliance with Circular 75 by our PRC resident beneficial holders over whom we have no control. We attempt to comply, and attempt to ensure that our shareholders, who are PRC citizens or residents, comply with Circular 75 requirements. We have requested Mr. Mingzhuo Tan who is PRC resident to make the necessary applications, filings and amendments as required under Circular 75 and other related rules. However, some or all of our shareholders who are PRC residents may not comply with our request to make or obtain any applicable registrations or approvals required by Circular 75. Furthermore, we may not at all times be fully aware or informed of the identities of all of our beneficial owners who are PRC citizens or residents, and we may not always be able to compel beneficial owners of our securities to comply with Circular 75 requirements. As a result, some or all of our shareholders or beneficial owners who are PRC citizens or residents may not at all times comply with, or in the future make or obtain any applicable registrations or approvals required by, Circular 75 or other related regulations. Failure by any such shareholders or beneficial owners to comply with Circular 75 could subject us to fines or legal sanctions, restrict our overseas or cross-border investment activities, or limit our subsidiaries’ ability to make distributions or pay dividends or affect our ownership structure, which could adversely affect our business and prospects.

-39-

WE MAY BE REQUIRED TO OBTAIN PRIOR APPROVAL OF THE CHINA SECURITIES REGULATORY COMMISSION, OR CSRC FOR THE LISTING AND TRADING OF OUR ORDINARY SHARES.

On August 8, 2006, the PRC Ministry of Commerce (“MOFCOM”), joined by the State-owned Assets Supervision and Administration Commission of the State Council, the State Administration of Taxation, the State Administration for Industry and Commerce, the China Securities Regulatory Commission and SAFE, released a substantially amended version of the Provisions for Foreign Investors to Merge with or Acquire Domestic Enterprises (the “New M&A Regulations”), which took effect on September 8, 2006 and was further amended on June 22, 2009. These new rules significantly revised China’s regulatory framework governing onshore-to-offshore restructurings and foreign acquisitions of domestic enterprises. These new rules signify greater PRC government attention to cross-border merger, acquisition and other invest ment activities, by confirming MOFCOM as a key regulator for issues related to mergers and acquisitions in China and requiring MOFCOM approval of a broad range of merger, acquisition and investment transactions. Further, the new rules establish reporting requirements for acquisition of control by foreigners of companies in key industries, and reinforce the ability of the Chinese government to monitor and prohibit foreign control transactions in key industries.

Among other things, the New M&A Regulations include new provisions that purport to require that an offshore special purpose vehicle, or SPV, formed for listing purposes and controlled directly or indirectly by PRC companies or individuals must obtain the approval of the CSRC prior to the listing and trading of such SPV’s securities on an overseas stock exchange. On September 21, 2006, the CSRC published on its official website procedures specifying documents and materials required to be submitted to it by SPVs seeking CSRC approval of their overseas listings. However, the application of this PRC regulation remains unclear with no consensus currently existing among the leading PRC law firms regarding the scope and applicability of the CSRC approval requirement. Our PRC legal counsel, Han Kun Law Offices, believes that it is uncertain whether the transaction is subject to CSRC’s approval prior CSRC approval for the transaction (i) Jiangmen Huiyuan was incorporated by the means of direct investment by Wealth Environmental Technology, and there was no acquisition of the equity or assets of a “PRC domestic company” as such term is defined under the New M&A Rules; and (ii) there is no provision in the New M&A Rules that clearly classifies the contractual arrangements between Jiangmen Huiyuan and Jiangmen Wealth Water as a kind of transaction falling under the New M&A Rules; and in reality, many other similar companies have completed similar transactions like the share exchange and private placement contemplated under the Exchange Agreement without CSRC’s approval and our PRC legal counsel is not aware of any situation in which the CSRC has imposed a punishment or penalty in connection with any such transactions. However, if the CSRC or other PRC Government Agencies subsequently determ ine that CSRC approval is required for the share exchange contemplated under the Exchange Agreement, we may face material regulatory actions or other sanctions from the CSRC or other PRC Government Agencies. These regulatory agencies may impose fines and penalties on our operations in the PRC, limit our operating privileges in the PRC, or take other actions that could have a material adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our ordinary shares.

-40-

UNDER THE NEW EIT LAW, WE, WEALTH ENVIRONMENTAL PROTECTION OR WEALTH ENVIRONMENTAL TECHNOLOGY, MAY BE CLASSIFIED AS “RESIDENT ENTERPRISES” OF CHINA FOR TAX PURPOSE, WHICH MAY SUBJECT US, WEALTH ENVIRONMENTAL PROTECTION OR WEALTH ENVIRONMENTAL TECHNOLOGY TO PRC INCOME TAX ON TAXABLE GLOBAL INCOME.

Under Enterprise Income Tax Law of the PRC (“EIT Law”) that became effective on January 1, 2008, enterprises are classified as “resident enterprises” and “non-resident enterprises.” Enterprises established outside of China whose “de facto management bodies” are located in China are considered PRC “tax resident enterprises” and will generally be subject to the uniform 25% PRC enterprise income tax rate on their global income. In addition, a tax circular issued by the State Administration of Taxation on April 22, 2009 regarding the standards used to classify certain Chinese-invested enterprises established outside of China as “resident enterprises” clarified that dividends and other income paid by such “resident enterprises” will be considered to be PRC source income, subject to PRC withholding tax, currently at a rate of 10%, when recognized by non-PRC enterprise shareholders. This recent circular also subjects such “resident enterprises” to various reporting requirements with the PRC tax authorities. Under the implementation rules to the Enterprise Income Tax Law, a “de facto management body” is defined as a body that has material and overall management and control over the manufacturing and business operations, personnel and human resources, finances and other assets of an enterprise. In addition, the tax circular mentioned above details that certain Chinese-invested enterprises will be classified as “resident enterprises” if the following are located or resident in China: senior management personnel and departments that are responsible for daily production, operation and management; financial and personnel decision making bodies; key properties, accounting books, company seal, and minutes of board meetings and sha reholders’ meetings; and half or more of the senior management or directors having voting rights.

Given the short history of the EIT Law and lack of applicable legal precedent, it remains unclear how the PRC tax authorities will determine the PRC tax resident treatment of a non-PRC company such as us. Our management is substantially based in the PRC and expected to be based in the PRC in the future. If the PRC tax authorities determine that we are a “resident enterprise” for PRC enterprise income tax purposes, a number of unfavorable tax consequences could follow. First, we could be subject to the enterprise income tax at a rate of 25% on our global taxable income, as well as PRC enterprise tax reporting obligations. Second, although under the New EIT Law and its implementing rules dividends paid to us from our PRC Subsidiaries would qualify as “tax-exempted income”, we cannot assure you that such divid ends will not be subject to a 10% withholding tax, as the PRC foreign exchange control authorities, which enforce the withholding tax, have not yet issued guidance with respect to the processing of outbound remittances to entities that are treated as resident enterprises for PRC EIT purposes. Finally, it is possible that future guidance issued with respect to the new “resident enterprise” classification could result in a situation in which a withholding tax of 10% for our non-PRC enterprise shareholders or a potential withholding tax of 20% for non-PRC individual shareholders is imposed on dividends we pay to them and with respect to gains derived by our non-PRC shareholders from transferring our shares. In addition to the uncertainty in how the new “resident enterprise” classification could apply, it is also possible that the rules may change in the future, possibly with retroactive effect. We are actively monitoring the “resident enterprise” classification rules and are evaluating appropriate organization changes to avoid this treatment, to the extent possible.

Currently, there has not been a definitive determination as to the “resident enterprise” or “non-resident enterprise” status of us. However, since it is not anticipated that we would receive dividends or generate other income in the near future, we are not expected to have any income that would be subject to the 25% enterprise income tax on global income in the near future. We will consult with the PRC tax authorities and make any necessary tax payment if we (based on future clarifying guidance issued by the PRC), or the PRC tax authorities, determine that we are a resident enterprise under the EIT Law, and if we were to have income in the future.

WE FACE UNCERTAINTY FROM CHINA’S CIRCULAR ON STRENGTHENING THE ADMINISTRATION OF ENTERPRISE INCOME TAX ON NON-RESIDENT ENTERPRISES’ SHARE TRANSFER INCOME (“CIRCULAR 698”) THAT WAS RELEASED IN DECEMBER 2009 WITH RETROACTIVE EFFECT FROM JANUARY 1, 2008.

The Chinese State Administration of Taxation (SAT) released a circular (Guoshuihan No. 698 – Circular 698) on December 10, 2009 that addresses the transfer of shares of Chinese resident companies by nonresident companies. Circular 698, which is effective retroactively to January 1, 2008, may have a significant impact on many companies that use offshore holding companies to invest in China. Circular 698, which provides parties with a short period of time to comply its requirements, indirectly taxes foreign companies on gains derived from the indirect sale of a Chinese company. Where a foreign investor indirectly transfers equity interests in a Chinese resident enterprise by selling the shares in an offshore holding company, and the latter is located in a country or jurisdiction where the effective tax burden is less than 12.5 % or where the offshore income of his, her, or its residents is not taxable, the foreign investor is required to provide the tax authority in charge of that Chinese resident enterprise with the relevant information within 30 days of the transfers. Moreover, where a foreign investor indirectly transfers equity interests in a Chinese resident enterprise through an abuse of form of organization and there are no reasonable commercial purposes such that the corporate income tax liability is avoided, the PRC tax authority will have the power to re-assess the nature of the equity transfer in accordance with PRC’s “substance-over-form” principle and deny the existence of the offshore holding company that is used for tax planning purposes.

-41-

There is uncertainty as to the application of Circular 698. For example, while the term “indirectly transfer” is not defined, it is understood that the relevant PRC tax authorities have jurisdiction regarding requests for information over a wide range of foreign entities having no direct contact with China. Moreover, the relevant authority has not yet promulgated any formal provisions or formally declared or stated how to calculate the effective tax in the country or jurisdiction and to what extent and the process of the disclosure to the tax authority in charge of that Chinese resident enterprise. In addition, there are no formal declarations with regard to how to decide “abuse of form of organization” and “reasonable commercial purpose”. Due to the short history of the New EIT law and lack of applicable legal precedents, it remains unclear how the PRC tax authorities will determine the PRC tax resident treatment of our holding companies, China Growth Corporation, a Cayman Island corporation, Wealth Environmental Protection, a company organized under the laws of the British Virgin Islands and Wealth Environmental Technology, a company organized under the laws of Hong Kong. As a result, we may become at risk of being taxed under Circular 698 and we may be required to expend valuable resources to comply with Circular 698 or to establish that we should not be taxed under Circular 698, which could have a material adverse effect on our financial condition and results of operations. 

WE RELY PRINCIPALLY ON DIVIDENDS AND OTHER DISTRIBUTIONS ON EQUITY PAID BY OUR WHOLLY-OWNED SUBSIDIARY TO FUND ANY CASH AND FINANCING REQUIREMENTS WE MAY HAVE, AND ANY LIMITATION ON THE ABILITY OF OUR SUBSIDIARY TO PAY DIVIDENDS TO US COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR ABILITY TO CONDUCT OUR BUSINESS.

As a holding company, we rely principally on dividends and other distributions on equity paid by Jiangmen Huiyuan, for our cash requirements, including the funds necessary to service any debt we may incur or for operating a public company. Jiangmen Huiyuan’s sole operations consist of providing technical and consulting services to Jiangmen Wealth Water pursuant to the contractual arrangements and all of Jiangmen Huiyuan’s revenue is generated from the service fees paid to it by Jiangmen Wealth Water pursuant to the contractual arrangements. As all of Jiangmen Huiyuan’s revenues consist of the annual service fee that Jiangmen Wealth Water pays to Jiangmen Huiyuan pursuant to the contractual arrangements, the amount of cash that Jiangmen Huiyuan has to distribute to us is entirely dependent on the operations of Jia ngmen Wealth Water and the amount of annual service fee, which can vary from time to time. The payment of the service fee can be delayed by the Company, which could negatively affect its cash and financing requirements.

 If Jiangmen Huiyuan incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us. In addition, the PRC tax authorities may require us to adjust our taxable income under the contractual arrangements Jiangmen Huiyuan currently has in place with Jiangmen Wealth Water in a way that would materially and adversely affect Jiangmen Huiyuan’s ability to pay dividends and other distributions to us. Furthermore, relevant PRC laws, rules and regulations permit payments of dividends by Jiangmen Huiyuan only out of its retained earnings, if any, determined in accordance with PRC accounting standards and regulations. Under PRC laws, rules and regulations, Jiangmen Huiyuan is also required to set aside a portion of its net profit each year t o meet the statutory general reserve fund requirement. These reserves are not distributable as cash dividends. The statutory general reserve fund requires annual appropriations of 10% of after-tax profit to be set aside prior to payment of dividends until the cumulative fund reaches 50% of the registered capital. As a result Jiangmen Huiyuan is restricted in its ability to transfer a portion of its net assets to us whether in the form of dividends, loans or advances. Any limitation on the ability of Jiangmen Huiyuan to pay dividends to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our businesses, pay dividends or otherwise fund and conduct our business.

-42-

DUE TO VARIOUS RESTRICTIONS UNDER PRC LAWS ON THE DISTRIBUTION OF DIVIDENDS BY OUR PRC OPERATING COMPANIES, WE MAY NOT BE ABLE TO PAY DIVIDENDS TO OUR STOCKHOLDERS.

The Wholly-Foreign Owned Enterprise Law (1986), as amended and The Wholly-Foreign Owned Enterprise Law Implementing Rules (1990), as amended and the Company Law of the PRC (2006) contain the principal regulations governing dividend distributions by wholly foreign owned enterprises. Under these regulations, wholly foreign owned enterprises may pay dividends only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. Additionally, such companies are required to set aside a certain amount of their accumulated profits each year, if any, to fund certain reserve funds. These reserves are not distributable as cash dividends except in the event of liquidation and cannot be used for working capital purposes. The PRC government also imposes controls on the conversion of RMB into for eign currencies and the remittance of currencies out of the PRC. We may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from the Company’s profits.

Furthermore, if our subsidiaries in China incur debt on their own in the future, the instruments governing the debt may restrict its ability to pay dividends or make other payments. If we or our subsidiaries are unable to receive all of the revenues from our operations through these contractual or dividend arrangements, we may be unable to pay dividends on our Ordinary Shares.

THE CHINESE GOVERNMENT EXERTS SUBSTANTIAL INFLUENCE OVER THE MANNER IN WHICH WE MUST CONDUCT OUR BUSINESS ACTIVITIES.

We are dependent on our relationship with the local government in the province in which we operate our business. Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. Our ability to operate in China may be harmed by changes in its laws and regulations, including those relating to taxation, environmental regulations, land use rights, property and other matters. We believe that our operations in China are in material compliance with all applicable legal and regulatory requirements. However, the central or local governments of these jurisdictions may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations. Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions thereof, and could require us to divest ourselves of any interest we then hold in Chinese properties.

Future inflation in China may inhibit our ability to conduct business in China. In recent years, the Chinese economy has experienced periods of rapid expansion and high rates of inflation. Rapid economic growth can lead to growth in the money supply and rising inflation. If prices for our products rise at a rate that is insufficient to compensate for the rise in the costs of supplies, it may have an adverse effect on profitability. These factors have led to the adoption by Chinese government, from time to time, of various corrective measures designed to restrict the availability of credit or regulate growth and contain inflation. High inflation may in the future cause Chinese government to impose controls on credit and/or prices, or to take other action, which could inhibit economic activity in China, and thereby harm the market f or our products.

IF OUR LAND USE RIGHTS ARE REVOKED, WE WOULD HAVE NO OPERATIONAL CAPABILITIES.

Under Chinese law land is owned by the state or rural collective economic organizations. The state issues to the land users the land use right certificate. Land use rights can be revoked and the land user forced to vacate at any time when redevelopment of the land is in the public interest. The public interest rationale is interpreted quite broadly and the process of land appropriation may be less than transparent. Each of Jiangmen Wealth Water, Guizhou Yufeng and Shangxi Wealth relies on these land use rights as the cornerstone of their operations, and the loss of such rights would have a material adverse effect on our company.

-43-

Risks Associated with Our Securities

RESTRICTED SECURITIES; LIMITED TRANSFERABILITY.

Our securities should be considered a long-term, illiquid investment. Our Ordinary Shares have not been registered under the Securities Act, and cannot be sold without registration under the Securities Act or any exemption from registration. In addition, our Ordinary Shares are not registered under any state securities laws that would permit their transfer. Because of these restrictions and the absence of an active trading market for the securities, a shareholder will likely be unable to liquidate an investment even though other personal financial circumstances would dictate such liquidation.

WE ARE NOT LIKELY TO PAY CASH DIVIDENDS IN THE FORESEEABLE FUTURE.

We currently intend to retain any future earnings for use in the operation and expansion of our business. Accordingly, we do not expect to pay any cash dividends in the foreseeable future, but will review this policy as circumstances dictate. Should we determine to pay dividends in the future, our ability to do so will depend upon the receipt of dividends or other payments from Wealth Protection may, from time to time, be subject to restrictions on its ability to make distributions to us, including restrictions on the conversion of RMB into U.S. dollars or other hard currency and other regulatory restrictions.

WE MAY BE SUBJECT TO THE PENNY STOCK RULES WHICH WILL MAKE THE OUR ORDINARY SHARES MORE DIFFICULT TO SELL.

If we are able to obtain a listing of our Ordinary Shares on a national securities exchange, we may be subject in the future to the SEC’s “penny stock” rules if our Ordinary Shares sell below $5.00 per share. Penny stocks generally are equity securities with a price of less than $5.00. The penny stock rules require broker-dealers to deliver a standardized risk disclosure document prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson, and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations , and the broker-dealer and salesperson compensation information must be given to the customer orally or in writing prior to completing the transaction and must be given to the customer in writing before or with the customer’s confirmation.

In addition, the penny stock rules require that prior to a transaction, the broker dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. The penny stock rules are burdensome and may reduce purchases of any offerings and reduce the trading activity for our Ordinary Shares. As long as our Ordinary Shares are subject to the penny stock rules, the holders of such Ordinary Shares may find it more difficult to sell their securities.

OUR ORDINARY SHARES HAVE NOT BEEN LISTED FOR TRADING ON THE OTC BULLETIN BOARD OR ON ANY STOCK EXCHANGE AND THERE CAN BE NO ASSURANCE THAT THERE WILL BE A MARKET DEVELOPED FOR OUR ORDINARY SHARES IN THE FUTURE.

Our Ordinary Shares have not been quoted or listed for trading on the OTC Bulletin Board or on any stock exchange. Although our management will apply to a Senior Exchange for listing of our Ordinary Shares, there can be no assurance that a public market for our shares will be developed. Consequently, investors may not be able to liquidate their investment or liquidate it at a price that reflects the value of the business. Even if a public market should develop, the price may be highly volatile. Because there may be a low price for our Ordinary Shares, many brokerage firms may not be willing to effect transactions in the securities. Even if an investor finds a broker willing to effect a transaction in our Ordinary Shares, the combination of brokerage commissions, transfer fees, taxes, if any, and any other selling costs may exceed the selling price. Further, many lending institutions will not permit the use of such Ordinary Shares as collateral for any loans.

-44-

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND RESULTS OF OPERATIONS

The following discussion and analysis of our results of operations and financial condition for the nine months ended September 30, 2010 and for the fiscal years ended December 31, 2009 and 2008, should be read in conjunction with the Selected Consolidated Financial Data, our financial statements, and the notes to those financial statements that are included elsewhere in this Form 8-K/A. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors, Cautionary Notice Regarding Forward-Lookin g Statements and Business sections in this Form 8-K/A. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.

Company Overview

We are a leading manufacturer of water purifying agent in the PRC, specializing in manufacturing and distributing water purifying agent, dehydrating agent, papermaking auxiliary agent, printing and dyeing auxiliary agent, fine chemical materials, textile materials, steel, stainless steel, construction materials, aluminum alloy materials, electrical appliances and fittings, hardware for AC power, air-conditioning equipments, and plastic products. Our products are distributed in the southern, south-western, mid-eastern, and eastern part of China.

The annual amount of wastewater discharge in mainland China has been on the rise from the years of 2005 to 2009 with a 2%-3% growth rate per year. Due to water deterioration in both quantity and quality, its protection becomes a concern on the top of the agenda for the Chinese government and the Chinese public. The Chinese government has adopted regulations and policies listing waste water disposal and drinking water safety as two issues of priority importance for Chinese mid-term and long-term national development plans. The Chinese government is making every effort to increase the wastewater disposal rate and wholesome water coverage rate, and at the same time raising the discharge standard for organic substances, nitrogen and phosphorus nutrient content, together with the standard for drinking water. Given the above-mentioned g overnmental endeavors, the demand for water purifying products has increased over the years and is expected to continue to increase in the future, considering Chinese large population and the severity of China’s current environmental challenges. As a result, we believe that there will be continuing there has been increasing market demand for our water purifying products.

Expansion of Production Capability

HAC Powder Production Capability

During the next three years, we expect that Guizhou Yufeng will increase its HAC powder production capability from 80,000 tons per year in 2010 to approximately 280,000 tons per year in 2013, and Shanxi Wealth will increase its HAC powder production capability from 170,000 tons in 2010 to 370,000 tons in 2013.

As of the end of 2009, the exploratory reserve of our bauxite mine in Shanxi had was 1,540,000 tons. After the production expansion, the total raw bauxite consumed in Shanxi Wealth from 2010 to 2013 will be 850,000 tons which is about 55.19% of our current reserve in Shanxi.

As of the end of 2009, the exploratory reserve of our bauxite mine in Guizhou was 1,445,000 tons. After the production expansion, the total raw bauxite consumed in Guizhou Yufeng from 2010 to 2013 will be 650,000 tons which is about 45% of our current reserve in Guizhou.

As of the end of 2009, the exploratory reserve of our limestone mine in Shanxi was 4,574,000 tons. After the production expansion, the total limesone consumed in Shanxi Wealth from 2010 to 2013 will be 360,000 tons which is about 7.87% of our current reserve in Shanxi.

As of the end of 2009, the exploratory reserve of our limestone mine in Guizhou was 2,936,000 tons. After the production expansion, the total limesone consumed in Guizhou Yufeng from 2010 to 2013 will be 270,000 tons which is about 9.2% of our current reserve in Guizhou.

Water Purifying Agent Production Capability

During the next three years, we expect that our water purifying agent production capability will increase from 200,000 tons in 2010 to 680,000 tons in 2013. In 2011, the factory of Jiangmen Water Purifying Agent will be reformed, the workshops and harbors will be expanded and the equipment will be modernized. The annual production facility will reach approximately 500,000 tons.

-45-

Current Products and Manufacture Facilities

Our major products include water purifying agent and high calcium aluminate powder. As the largest manufacturer of water purifying agent and high calcium aluminate powder in China, we currently manufacture and distribute over 190,000 tons of water purifying agent and 180,000 tons of high calcium aluminate powder per year.

We supply water purifying products for industries such as as printing and dyeing, paper making, municipal wastewater, phosphorus removal, and oil removal from washing water.. We employ high calcium aluminate powder to produce water purifying agent, while American and European water purifying agent manufacturers use higher-cost aluminium hydroxide. Aided by our unique and advanced technologies, the quality of our water purifying agent is similar to that produced by our American and European counterparts, and better than the products of most of our Chinese competitors. The cost of using HAC powder as raw material is only half of that of aluminum hydroxide, which gives Jiangsu Huiyuan a significant price advantage.

Traditional water purifying agents are usually produced for general purposes without tailoring to the needs of particular industrial requirements. Our water purifying agents, on the other hand, are specially developed by our research and development team and the institutions which we work with aiming at satisfying particular industrial situations and requirements. As a result, our products usually have better water purifying effects than other more general products and require less amount of post-sale services. The unique character and strength of our product have been widely acknowledged by our customers over our history of business.

Realizing the popularity of customization of our products, and to further buttress our services, we have designed a mechanism to manufacture polyaluminium chloride production lines for large purchasers. These facilities are architected to produce water purifying agent to be used in treating wastewater with specific physical and chemical qualities, and located on the property of the customers for their convenience and cost-saving purposes. The implementation of this system requires substantial research and development investment, which is not available for our PRC competitors, due to their comparatively limited business scale.

Financing Transaction

On December 15, 2010, we also completed a private placement transaction with a group of accredited investors. Pursuant to the Subscription Agreement with the investors, we issued to the investors an aggregate of 222,402 Units for a purchase price of $6,672,032, or $30.00 per Unit. Each Unit consists of two Preference Shares with each Preference Share convertible into five ordinary shares and a Warrant to purchase five ordinary shares. The Warrants have a term of 5 years, bear an exercise price of $4.50 per share (subject to customary adjustments), are exercisable on a net exercise or cashless basis and are exercisable by investors at any time after the closing date. See “Description of Securities – Preference Shares” below for a description of our Preference Shares.

Taxation

Cayman Islands

The Government of the Cayman Islands does not, under existing legislation, impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax upon us or our shareholders. The Cayman Islands are not party to a double tax treaty with any country that is applicable to any payments made to or by us.

We have received an undertaking from the Governor-in-Cabinet of the Cayman Islands that, in accordance with section 6 of the Tax Concessions Law (1999 Revision) of the Cayman Islands, for a period of 20 years from April 2006 no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums by us due under a debenture or other obligation.

-46-

Hong Kong

Our indirect subsidiary, Wealth Environmental Technology, was incorporated in Hong Kong and under the current laws of Hong Kong, is subject to Profits Tax of 16.5%. No provision for Hong Kong Profits Tax has been made as Wealth Environmental Technology has no taxable income.

China

Before the implementation of the New EIT Law, FIEs established in the PRC, unless granted preferential tax treatments by the PRC government, were generally subject to an earned income tax, or EIT, rate of 33.0%, which included a 30.0% state income tax and a 3.0% local income tax. On March 16, 2007, the National People’s Congress of China passed the New EIT Law, and on November 28, 2007, the State Council of China passed the EIT Law Implementing Rules which took effect on January 1, 2008. The EIT Law and its implementing rules impose a unified EIT of 25.0% on all domestic-invested enterprises and FIEs, unless they qualify under certain limited exceptions.

In addition to the changes to the current tax structure, under the New EIT Law, an enterprise established outside of China with “de facto management bodies” within China is considered a resident enterprise and will normally be subject to an EIT of 25% on its global income. The implementing rules define the term “de facto management bodies” as “an establishment that exercises, in substance, overall management and control over the production, business, personnel, accounting, etc., of a Chinese enterprise.” If the PRC tax authorities subsequently determine that we should be classified as a resident enterprise, then our organization’s global income will be subject to PRC income tax of 25%. For detailed discussion of PRC tax issues related to resident enterprise status, see “Risk Factors – Risks Related to Our Business – Under the New Enterprise Income Tax Law, we may be classified as a “resident enterprise” of China. Such classification will likely result in unfavorable tax consequences to us and our non-PRC shareholders.”

In addition, the New EIT Law and its implementing rules generally provide that a 10% withholding tax applies to China-sourced income derived by non-resident enterprises for PRC enterprise income tax purposes unless the jurisdiction of incorporation of such enterprises’ shareholder has a tax treaty with China that provides for a different withholding arrangement. Jiangmen Huiyuan is considered an FIE and is directly held by our subsidiary in Hong Kong. According to a 2006 tax treaty between the Mainland and Hong Kong, dividends payable by an FIE in China to the company in Hong Kong who directly holds at least 25% of the equity interests in the FIE will be subject to a no more than 5% withholding tax. We expect that such 5% withholding tax will apply to dividends paid to Wealth Environmental Technology by Jiangmen Huiyuan, but this treatment will depend on our status as a non-resident enterprise.

Our future effective income tax rate depends on various factors, such as tax legislation, the geographic composition of our pre-tax income and non-tax deductible expenses incurred. Our management carefully monitors these legal developments and will timely adjust our effective income tax rate when necessary.

-47-

RESULTS OF OPERATIONS

The following table shows key components of our results of operations during the fiscal years ended December 31, 2009 and 2008.

	Years ended December 31,
	2009		2008
Revenue, net of sales discount	$	38,975,961	$	31,185,389
Cost of goods sold		20,703,600		16,250,776
Gross profit		18,272,361		14,934,613
Operating expenses:
Selling and marketing		1,454,054		1,151,675
General and administrative expenses		2,251,883		2,071,105
Total operating expenses		3,705,937		3,222,780
Income from operations		14,566,424		11,711,833
Interest income		43,649		69,975
Income before provision for income taxes		14,610,073		11,781,808
Provision for income taxes		3,652,518		2,945,452
Net income		10,957,555		8,836,356
Other comprehensive income -- Foreign currency translation adjustments		4,043		1,808,700
Comprehensive income	$	10,961,598		10,645,056

Revenue:

Revenue increased by $7,790,572 or 24.98%, from $31,185,389 in the fiscal year ended December 31, 2008 to $38,975,961 in the fiscal year ended December 31, 2009. This increase was primarily attributable to (i) increase of sales of water purifying agents from approximately 150,200 tons in 2008 to 189,900 tons in 2009, representing an increase of approximately 26.4%; (ii) introduction of five new customers in 2009, which resulted in an increase of our sales of water purifying agent by 21,978 tons, which equals to 55.37% of the total revenue increase. The introduction of the other customers was resulted from normal increase of demand; (iii) increase of sales of HAC powders from 121,000 tons in 2008 to 149,100 tons in 2009, representing an increase of approximatel y 23.3%; (iv) increase of sales of 9,384 tons by our sales agents, which equals to 33.3% of the total revenue increase.

Our revenue from sales of water purifying agents for the twelve months ended December 31, 2009 was $20,947,376 and for the twelve months ended December 31, 2008 was $16,424,811, representing an increase of $4,522,565 or approximately 27.53%. This increase in our revenue from sales of water purifying agents was primarily due to (i) increase of sales of water purifying agents from approximately 150,200 tons in 2008 to 189,900 tons in 2009, representing an increase of approximately 26.4%; and (ii) introduction of five new customers in 2009, which resulted in an increase of our sales of water purifying agent by 21,978 tons.

Our revenue from sales of HAC powder from the twelve months ended December 31, 2009 was $18,028,585 and for the twelve months ended December 31, 2008 was $14,760,578, representing an increase of $3,268,007 or approximately $22.14%. This increase was primarily attributable to (i) increase of sales of HAC powder from approximately 121,000 tons in 2008 to approximately 149,100 tons in 2009, representing an increase of approximately 23.3%; and (ii) increase of sales by distributors of 9,384 tons in 2009 compared to the same period ended December 31, 2008.

Cost of Goods Sold:

Cost of goods sold increased by $4,452,824, or 27.40%, from $16,250,776 in the fiscal year ended December 31, 2008 to $20,703,600 in the fiscal year ended December 31, 2009.

Cost of goods sold from sales of water purifying agents for the year ended December 31, 2009 were $8,133,095, an increase of $2,042,662, or 33.54%, from $6,090,433 for the same period in 2008. As a percentage of total net sales, cost of goods sold from sales of water purifying agents 38.83% and 37.08% for the years ended December 31, 2009 and 2008, respectively. The increase of cost of goods sold from sales of water purifying agents was primarily attributable to the increase of our revenue from sales of water purifying agents.

Cost of goods sold from sales of HAC powder for the year ended December 31, 2009 were $12,570,505, an increase of $2,410,162 or 23.72%, from $10,160,343 for the same period in 2008. As a percentage of total net sales, cost of goods sold from sales of HAC powder approximated 69.73% and 68.83% for the years ended December 31, 2009 and 2008, respectively. The increase of cost of goods sold from sales of water purifying agents was primarily attributable to the increase of our revenue from sales of HAC powder.

-48-

Gross profit and Gross Profit Margin:

Our gross profit increased by $3,337,748, or 22.35%, from $14,934,613 in the fiscal year ended December 31, 2008 to $18,272,361 in the fiscal year ended December 31, 2009. Our gross profit margin (gross profit divided by sales revenue) slightly decreased from 47.89% in 2008 to 46.88% in 2009.

Selling and Marketing Expenses:

Our selling and marketing expenses were $1,454,054 for the fiscal year ended December 31, 2009 as compared to $1,151,675 for the fiscal year ended December 31, 2008, representing an increase of $302,379, or 26.26%. The substantial increase in our selling and marketing expenses in 2009 was primarily attributable to the increase of commissions we paid to our sales persons by $227,093 in the fiscal year ended December 31, 2009 compared to the same period in 2008. This increase was primarily attributable to the increase of the sales of our products which resulted in the increase of our sales person’s expenses by $227,093.

General and Administrative Expenses:

Our general and administrative expenses were $2,251,883 for the fiscal year ended December 31, 2009 as compared to $2,071,105 for the fiscal year ended December 31, 2008, representing an increase of $180,778, or 8.73%. The increase in our general and administrative expenses was primarily attributable to (i) the increase of management compensations by $79,445 and (ii) increase of Shangxi Wealth management contracting fees by $107,806.48.

Net Income:

Net income was $10,957,555 in the fiscal year ended December 31, 2009 with an increase of $2,121,199 or 24% compared to $8,836,356 reported in the fiscal year ended December 31, 2008. Our net income increased because our sales revenue increased at a higher rate than the increase of our expenses in the fiscal year ended December 31, 2009 compared to the same period in 2008.

The following table shows key components of our results of operations during the nine months ended September 30, 2010 and 2009.

	Nine Months ended September 30
	2010			2009
Revenue, net of sales discount	$	36,024,913		$	29,467,666
Cost of goods sold		18,548,682			15,681,643
Gross profit		17,476,231			13,786,023
Operating expenses:
Selling and marketing		1,133,482			1,055,435
General and administrative expenses		2,120,472			1,611,495
Total operating expenses		3,253,954			2,666,930
Income from operations		14,222,277			11,119,093
Interest income		45,411			30,829
Interest expense		(135,347	)		-
Income before provisions for income taxes		14,132,341			11,149,922
Provision for income taxes		3,535,196			2,787,480
Net income		10,597,145			8,362,442
Other comprehensive income -- Foreign currency translation adjustments		794,237			1,878
Comprehensive income		11,391,382			8,364,320

-49-

Revenue:

Revenue increased by $6,557,247 or 22.25%, from $29,467,666 in the nine months ended September 30, 2009 to $36,024,913 in the nine months ended September 30, 2010. This increase was primarily attributable to (i) increase of sales of water purifying agents from approximately 143,900 tons in the nine months ended September 30, 2009 to 181,600 tons in the nine months ended September 30, 2010, representing an increase of approximately 26.2%; (ii) increase of sales of HAC powders from 113,100 tons in the nine months ended September 30, 2009 to 135,800 tons in the nine months ended September 30, 2010, representing an increase of approximately 20.0%.

Our revenue from sales of water purifying agents for the nine months ended September 30, 2010 was $19,728,160 and for the nine months ended September 30, 2009 was $15,888,766, representing an increase of $3,839,394 or approximately 24.16%. This increase in our revenue from sales of water purifying agents was primarily due to (i) increase of sales of water purifying agents from approximately 143,900 tons in 2009 to 181,600 tons in 2010, representing an increase of approximately 26.2%; and (ii) increase of sales by distributors by 23,600 tons and increase of direct sales of customers by 14,100 tons.

Our revenue from sales of HAC powder from the nine months ended September 30, 2010 was $16,296,753 and for the nine months ended September 30, 2009 was $13,578,900, representing an increase of $2,717,853 or approximately 20.02%. This increase was primarily attributable to (i) increase of sales of HAC powder from approximately 113,100 tons in 2009 to approximately 135,800 tons in 2010, representing an increase of approximately 20%; and (ii) increase of sales by distributors by 7,314 tons in 2010 compared to the same period ended September 30, 2009.

Cost of Goods Sold:

Cost of goods sold increased by $2,867,039, or 18.28%, from $15,681,643 for nine months ended September 30, 2009 to $18,548,682 for nine months ended September 30, 2010. This increase was primarily resulted from the increase of the costs of raw materials by $2,503,318.

Cost of goods sold from sales of water purifying agents for nine months ended September 30, 2010 were $7,325,803, an increase of $1,184,020, or 19.28%, from $6,141,783 for the same period in 2009. As a percentage of total net sales, cost of goods sold from sales of water purifying agents 37.13% and 38.65% for the years ended December 31, 2010 and 2009, respectively. The increase of cost of goods sold from sales of water purifying agents was primarily attributable to the increase of our revenue from sales of water purifying agents.

Cost of goods sold from sales of HAC powder for nine months ended September 30, 2010 were $11,222,879, an increase of $1,683,019, or 17.64%, from $9,539,860 for the same period in 2009. As a percentage of total net sales, cost of goods sold from sales of HAC powder approximated 68.87% and 70.26% for the years ended December 31, 2010 and 2009, respectively. The increase of cost of goods sold from sales of water purifying agents was primarily attributable to the increase of our revenue from sales of HAC powder.

Gross profit and Gross Profit Margin:

Our gross profit increased by $3,690,208, or 26.77%, from $13,786,023 in the nine months ended September 30, 2009 to $17,476,231 in the nine months ended September 30, 2010. Our gross profit margin (gross profit divided by sales revenue) slightly increased from 46.78% in the months ended September 30, 2009 to 48.51% in the nine ended September 30, 2010.

Selling and Marketing Expenses:

Our selling and marketing expenses were $1,133,482 for the nine months ended September 30, 2010 as compared to $1,055,435 for the nine months ended September 30, 2009, representing an increase of $78,047, or 7.39%. The increase in our selling and marketing expenses in 2009 was primarily attributable to the increase of Shangxi Wealth operation contract fees by $80,538.77.

-50-

General and Administrative Expenses:

Our general and administrative expenses were $2,120,472 for the nine months ended September 30, 2010 as compared to $1,611,495 for the nine months ended September 30, 2009, representing an increase of $508,977, or 31.58%. The increase in our general and administrative expenses was due to our cash payment of a total of $341,865 professional fees (including auditor fee and legal counsel fee) during the nine months ended September 30, 2010 in connection with our preparation for the Private Placement and going public in U.S. in the near future.

Net Income:

Net income was $10,597,145 in the nine months ended September 30, 2010, an increase of $2,234,703 or 26.72% compared to $8,362,442 reported in the nine months ended September 30, 2009. Our net income increased because our sales revenue increased at a higher rate than the increase of our expenses in the nine months ended September 30, 2009 compared to the same period in 2008.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2010, we had cash and cash equivalents of approximately $25.84 million. The following table provides a summary of our net cash flows from operating, investing, and financing activities. To date, we have financed our operations primarily through net cash flow from operations, augmented by short-term bank borrowings and equity contributions by our shareholders.

	For the Years Ended December 31,						For the Nine Months Ended September 30
	2009			2008			2010			2009
Net cash provided by operating activities	$	13,067,861		$	10,072,833		$	12,642,520		$	10,879,010
Net cash provided/(used) for investing activities		(8,105,666	)		(9,390,350	)		14,587			(3,692,719	)
Net cash used in financing activities		-			-			(37,865	)		-
Effect of exchange rate changes on cash and cash equivalents		4,950			588,377			497,664			4,321
Net increase in cash and cash equivalents		4,967,145			1,270,860			13,116,906			7,190,612
Cash and cash equivalents, beginning of year		7,755,423			6,484,563			12,722,568			7,755,423
Cash and cash equivalents, end of year		12,722,568			7,755,423			25,839,474			14,946,035

Twelve Months ended December 31, 2009 compared to Twelve Months ended December 31, 2008

Net cash provided by operating activities was $13,067,861 for the year ended December 31, 2009, compared to net cash provided by operations of $10,072,833 for the year ended December 31, 2008. The $2,995,028 increase was attributable to (i) increase in net income for the fiscal year ended December 31, 2009 by $2,121,199 compared to the same period in 2008; (ii) increase of account receivables by $837,350.

Net cash used in investing activities was $8,105,666 for the year ended December 31, 2009, compared to net cash used in investing activities of $9,390,350 for the year ended December 31, 2008. The $1,284,684 decrease in net cash used in investing activities was due to the decrease in the amount of loans that we rendered to our related parties in the fiscal year ended December 31, 2009 compared to the same period ended December 31, 2008.

-51-

Nine Months ended September 30, 2010 compared to Nine Months ended September 30, 2009

Net cash provided by operating activities was $12,642,520 for nine months ended September 30, 2010, compared to net cash provided by operations of $10,879,010 for the nine months ended September 30, 2009. The $1,763,510 or approximately 16.21% increase was primarily due to the increase of our operating income by $2,234,703 in the nine months ended September 30, 2010 compared to the same period ended September 30, 2009.

Net cash provided by investing activities was $14,587 for the nine months ended September 30, 2010 compared to net cash used in investing activities of $ 3,692,719 for the nine months ended September 30, 2009. The decrease in net cash used in investing activities was due to the decrease in the amount of loans that we rendered to our shareholders by $3,664,453.

Net cash used in financing activities was $37,865 for the nine months ended September 30, 2010, compared to $0 net cash used in financing activities. In the nine months ended September 30, 2010, we received $500,000 cash inflow from a bridge loan financing. During the same period, we also accrued expenses of an aggregate of $537,865 in a restructuring process, where Jiangmen Wealth paid $74,705 and $463,160 to acquire 100% equity interest of Guizhou Yufeng and 62% equity interest of Shainxi Wealth in August and September 2010, respectively. The aggregate of $537,865 was accounted as cash dividend paid to our shareholders. The $37,865 net cash used in financing activities for the nine months ended September 30, 2010 represents the difference between the cash paid to our shareholders as dividend and the cash inflow we received in th e bridge loan financing.

CRITICAL ACCOUNTING POLICIES

Combined Financial Statements

The combined financial statements include the accounts of Jiangmen Wealth Water Purifying Agent Company, Ltd., Guizhou Yufeng Melting Materials Co., Ltd. and Shainxi Wealth Aluminates Materials Co., Ltd. These entities have been presented on a combined basis due to the following:

●   The Companies have certain common owners and management that control the activities of the companies

●   The Companies are dependent on technology owned by Jiangmen Wealth Water Purifying Agent Company, Ltd.

●   The companies were all acquired by Jiangmen Huiyuan Environmental Protection Technology Consultancy Co. Ltd. in 2010

All inter-company transactions and balances have been eliminated in preparation of the combined financial statements.

Use of Estimates

The preparation of combined financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expenses in the combined financial statements and accompanying notes. Significant accounting estimates reflected in the Company’s combined financial statements include collectibility of accounts receivable, useful lives and impairment of property and equipment, mineral reserves available for mining production, total expected use of mineral reserves and value and realizability of intangible assets. Actual results could differ from those estimates.

Revenue Recognition

The Company’s main source of revenue is generated from sales of water purifying agents and high-performance calcium aluminates powder. The Company recognizes revenue when there is persuasive evidence of a sales arrangement, delivery and acceptance by the customer has occurred, the sales price is fixed or determinable, and collection is probable.

-52-

Value added taxes represent amounts collected on behalf of specific government agencies that require remittance of tax by specified dates. Value added taxes are collected at the time of sales and are detailed on invoices provided to customers. The Company accounts for value added taxes on a net basis. The Company recorded and paid sales related taxes based on a percentage of the value added taxes and reported the revenue net of the sales related taxes.

Currency Reporting

The Company’s operations in the PRC use the local currency, Renminbi (“RMB”), as their functional currency, whereas amounts reported in the accompanying condensed combined/consolidated financial statements and disclosures are stated in U.S. dollars, the reporting currency of the Company, unless stated otherwise. As such, the condensed combined/consolidated balance sheets of the Company have been translated into U.S. dollars at the current rates as of September 30, 2010 and December 31, 2009 and the condensed combined/consolidated statements of income have been translated into U.S. dollars at the weighted average rates during the periods the transactions were recognized.

The resulting translation gain adjustments are recorded as other comprehensive income in the condensed combined/consolidated statements of income and comprehensive income and as a separate component of equity in the condensed combined/consolidated balance sheets.

RECENT ACCOUNTING PRONOUNCEMENTS

In September 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-13 “Revenue Recognition (Topic 605): Multiple Deliverable Revenue Element Arrangements – a consensus of the FASB Emerging Issues Task Force” (“ASU 2009-13”). The new guidance states that if vendor specific objective evidence or third party evidence for deliverables in an arrangement cannot be determined, companies will be required to develop a best estimate of the selling price to separate deliverables and allocate arrangement consideration using the relative selling price method. ASU 2009-13 will be applied prospectively and will become effective during the first quarter of 2011. Early adoption is allowed. The Company does not expect the adoption of this guidance to have a significant effect on its combined/co nsolidated financial position or results of operations.

Effective April 1, 2009, the Company adopted authoritative guidance issued by the FASB, which is now codified in ASC 815 “Derivatives and Hedging” regarding the disclosures for derivative and hedging activities. The adoption of this guidance did not have a material impact on its combined financial statements.

Effective April 1, 2009, the Company adopted authoritative guidance codified as ASC 855 “Subsequent Events”, which establishes general standards for the accounting and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. In particular, ASC 855 sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements; and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. The adoption of this guidance did not have any significant impact on its financial condition or results of operations.

Effective July 1, 2009, the Company adopted the new guidance as issued by the FASB, which is now part of ASC 105 “Generally Accepted Accounting Principles”. ASC 105 has become the source of authoritative US GAAP recognized by the FASB to be applied by nongovernmental entities and provides that all such guidance carries an equal level of authority. The ASC is not intended to change or alter existing GAAP. ASC 105 is effective for interim and annual periods ending after September 15, 2009. The adoption of ASC 105 did not have any significant impact on its financial condition or results of operations.

Effective July 1, 2009, the Company adopted the amended authoritative guidance issued by the FASB regarding interim disclosures about fair value of financial instruments, which is now codified in ASC 805. The guidance requires disclosures about fair value of financial instruments for interim reporting periods as well as in annual financial statements of publicly traded companies. The guidance also requires those disclosures in summarized financial information at interim reporting periods. The adoption of this guidance did not have any significant impact on its financial condition or results of operations.

-53-

In September 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-13 “Revenue Recognition (Topic 605): Multiple Deliverable Revenue Element Arrangements – a consensus of the FASB Emerging Issues Task Force” (“ASU 2009-13”). The new guidance states that if vendor specific objective evidence or third party evidence for deliverables in an arrangement cannot be determined, companies will be required to develop a best estimate of the selling price to separate deliverables and allocate arrangement consideration using the relative selling price method. ASU 2009-13 will be applied prospectively and will become effective during the first quarter of 2011. Early adoption is allowed. The Company does not expect the adoption of this guidance to have a significant effect on its combined fi nancial position or results of operations.

DIRECTORS AND EXECUTIVE OFFICERS,

PROMOTERS AND CONTROL PERSONS

Directors and Executive Officers

The following sets forth information about our directors and executive officers as of the date of this report:

Name	Age	Position
Mingzhuo Tan (1)	39	Chairman, President, Chief Executive Officer, Treasurer and Secretary
Joseph Rozelle (2)	37	Director
Patrick S.H. Chan (3)	58	Chief Financial Officer

(1)	Mr. Tan, our Chief Executive Officer, was appointed as the Chairman of our board of directors on December 15, 2010 upon the closing of the Share Exchange.
(2)	Mr. Rozelle, our former President, has resigned from our board of directors, effective as of the10th day following the mailing of the Information Statement to our shareholders.
(3)	Mr. Chan, our Chief Executive Officer, was appointed as our Chief Financial Officer on December 15, 2010 upon the closing of the Share Exchange.

Mr. Mingzhuo Tan, Age 39, Chairman, President, Chief Executive Officer

Mr. Tan is the Chairman, President, Chief Executive Officer and the founder of the Company and has served the Company since April 2003. From July 1994 to October 1998, Mr. Tan worked for Xinhui Environmental Service Co. From November 1998 to March 2003, he served as the general manager of Jiangmen Pengjiang Huixin Chemical Industry Co., Ltd. Mr. Tan is currently the vice chairman of Guangdong Council for the Development Promotion of Small and Middle Size Enterprises, a director of Guangdong Association of Environmental Protection Industry, vice director of Guangdong Chamber of Commerce in Guizhou and vice director of Jiangmen Chamber of Commerce, etc. We believe Mr. Tan’s experience as the founder of the Company and his experience with Xinhui Enviro nmental Service Co. and Jiangmen Pengjiang Huixin Chemical Industry Co., Ltd. and his qualifications, attributes and skills accumulated from such prior experience qualifies him to serve as directors, in light of our business and structure.

Mr. Tan received his B.A. in Environmental Engineering from Chongqing University in 1994. He received an EMBA degree from the Business School of South China University of Technology in 2010.

Patrick S.H. Chan, Age 58, Chief Financial Officer

Mr. Chan has served as the Chief Financial Officer of Jiangmen Wealth Water since September 2010. Prior to that, he served as chairman assistant in Jiangmen Wealth Water from 2008 to August 2009, during which period, he also served as operating and sales development supervisor for the northern Asia department of Kozen Group. Between 2001 and 2008, he served as the general manager of the Tianjing branch of Ionics Enersave. In 1983, he was appointed as Group Financial & Administration Director. In May 1986 he returned to Hong Kong and joined the Delta Group as Financial Controller and Director where he helped develop a new business in the field of electronics. Mr, Chan joined the China Port& Harbour Services Group in their operations in Saudi Arabia as the assistant to the President fr om 1980 and was later promoted to Regional Financial General Manager and become the Resident Director of one of the group companies in Jeddah. He is engaged in sales development and management for a long time, has experienced practice in marketing, service network and service teamwork establishment, familiar with financial control, and has rich constructive opinions and consultation in enterprise’s development and investment.

He received his MBA degree and Master’s degree from St. Andrew University (Michigan) in 1980 and an EMBA from Lingnan College, Zhongshan University in 2000 and holds license of CIMA and LCCI.

-54-

Mr. Joseph Rozelle, Age 37, Director

Joseph Rozelle has been one of our directors since September 2006 and served as our President from September 2006 until the closing of our reverse acquisition of Wealth Environmental Protection on December 15, 2010. On December 15, 2010, Mr. Rozelle resigned from all offices he held with us. On the same date, he submitted his resignation as a member of our board of directors, which will become effective the tenth day following the mailing of the Information Statement to our shareholders, which will be mailed on or about December 20, 2010. Mr. Rozelle is currently the President of Nautilus Global Partners, LLC, a company dedicated to facilitation of “going public” transactions for foreign and domestic operating companies on the public United States Exchanges. Prior to joining Nautilus Global Partners, LLC in 2006, Mr. R ozelle was a consultant with Accretive Solutions, providing Sarbanes-Oxley Compliance consulting and other accounting related consulting services. During his career he has served in several companies in positions where he worked in financial modeling, due diligence, preparation of investment summaries, asset securitization, planning and financial analysis, risk analysis, mergers and acquisition evaluation, corporate budgeting, commercial banking, auditing, and SEC filings involving corporate mergers, spin-offs, public debt offerings, and annual reports. Mr. Rozelle holds a Bachelors of Business Administration degree from the University of Houston and a Masters of Business Administration degree from the Jesse H. Jones School of Management at Rice University.

Mr. Rozelle is currently serving on the boards of directors for the following companies:

*	Formative Growth Corporation
*	Apollo Acquisition Corporation
*	Century  Acquisition Corporation

*   Eastern Acquisition Corporation

*	Emerging Acquisition Corporation
*	Evolution Acquisition Corporation

*	Superior Growth Corporation
*	Southern Growth Corporation

*	Constellation Growth Corporation
*	Transatlantic Acquisition Corporation

*   IPKV Holdings, Inc.

*	Lunar Growth Corporation
*	Pan Asian Corporation

*	Juniper Growth Corporation
*	Seven Seas Acquisition Corporation

*	Summit Growth Corporation
*	Bering Growth Corporation

*   Global Growth Corporation

Advisory Board

Ms. Fangming Jin

Ms. Jin is a professor and Ph.D. candidate advisor at Tongji University, a chair professor of “Cheung Kong Scholars” program, a visiting professor at Japan Northeast University, a member of the American Chemical Society and a member of the Japan Waste Management Society.

Mr. Huaili Zheng

Mr. Zheng is an expert on waste water treatment. He is a professor and Ph.D. candidate advisor at Chongqing University. He focuses his research on flocculating agent research and the clean production in the printing, dying and papermaking industries.

Mr. Mingyu Li

Mr. Li served as the director of the Environmental Engineering Design & Research Center of Henan University, a director of the Chemical Engineering Research Office at Henan University and the vice director of the Environmental Engineering Research Institute at Jinan University. Mr. Li has been engaged in the development and application of water treatment chemicals for many years and has won various awards.

Mr. Li holds a doctor’s degree in Environmental Chemical Engineering from South China University of Technology. He is also the owner of 10 patents.

-55-

Mr. Hongsheng Xia

Mr. Xia is a professor and Ph.D candidate advisor in the Corporate Governance Department of the Management School of Jinan University. Mr. Xia has published more than 100 theses, 20 of which were published on world renowned academic journals.

Dr. Weiping Dai

Mr. Dai is instructor lecturer in the Department of Environmental and Municipal Engineering at Southern Methodise University. Dr. Dai is very experienced in environmental engineering and has 8 years of environmental consulting experiences. Dr. Dai graduated from Carnegie Mellon University with a doctor’s degree in Environmental Engineering.

Mr. Luting Pan

Mr. Pan holds a doctor’s degree in Engineering from South China University of Technology and a post doctor’s degree from Tongji University. Mr. Pan is a professor and tutor for the master’s degree at the School of Environmental Science and Engineering at Tongji University. He focuses his research on water pollution control and water treatment technologies.

Mr. Siqi Kang

Mr. Kang is a member of the Advisory Board of the Company. He is a doctor, professor and advisor for master degree candidate at the Central South University of Industry. Mr. Kang focuses his studies on environmental protection, metallurgy and the application of chemicals. He has hosted 6 national and provincial research projects and more than 20 other research projects. Mr. Kang has published over 60 theses in both Chinese domestic and international academic journals.

Family Relationships

There are no family relationships between any of our directors or executive officers.

Employment Agreements

We have no employment agreements with our officers or directors. We plan to enter into employment agreements in with our officers and directors in the future.

Board of Directors

All directors hold office until the next annual meeting of shareholders and until their successors have been duly elected and qualified. Officers are elected by and serve at the discretion of the board of directors.

Our directors are reimbursed for expenses incurred by them in connection with attending Board meetings, but they do not receive any other compensation for serving on the board of directors.

Involvement in Certain Legal Proceedings

None of our directors or executive officers has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or has been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment, decree, or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement.

-56-

Except as set forth in our discussion below in “Certain Relationships and Related Transactions, and Director Independence – Transactions with Related Persons,” none of our directors, director nominees, or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates, or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

Director Qualifications and Experience

The following table identifies some of the experience, qualifications, attributes and skills that the board of directors considered in making its decision to appoint and nominate directors to the Board. This information supplements the biographical information provided above. The vertical axis displays the primary factors reviewed by the Board in evaluating a board candidate.

Experience, Qualification, Skill or Attribute	Mingzhuo Tan
Professional standing in chosen field	√
Expertise in water purifying agent production or related industry:	√
Audit Committee Financial Expert (actual or potential)
Civic and community involvement:
Other public company experience:
Diversity by race, gender or culture:
Specific skills/knowledge:	√
Corporate governance

EXECUTIVE COMPENSATION

The following table sets forth all cash compensation paid by us, as well as certain other compensation paid or accrued, in 2009 and 2008, to each of the following named executive officers.

Summary Compensation of Named Executive Officers

Name and Principal Position	Fiscal Year	Salary ($)		Bonus ($)	Option Awards ($)	All Other Compensation ($)		Total ($)
Mingzhuo Tan	2009		5,352	-	-		-	5,352
(President and Chief Executive Officer)	2008		4,099	-	-		-	4,099
Patrick S.H. Chan	2009		14,286	-	-		-	14,286
(Chief Financial Officer)	2008		0	-	-		-	0
Binquan Chen (1)	2009		4,151	-	-		-	4,151
(Vice General Manager)	2008		3,629	-	-		-	3,629
Hongyu Du (1)	2009		3,035	-	-		-	3,035
(Financial Directors)	2008		2,245	-	-		-	2,245

Joseph Rozelle	2009	0	-	-	-	0
President and Chief Financial Officer (2)	2008	0	-	-	-	0

(1)	Although they are not executive officers, based on upon the compensation received, Mr. Chen and Mr. Du qualify as named executive officers for purposes of this table.
(2)	Joseph Rozelle resigned from all the offices he held with our Company effective December 15, 2010.

-57-

Grants of Plan-Based Awards

No plan-based awards were granted to any of our named executive officers during the fiscal year ended December 31, 2009.

Outstanding Equity Awards at Fiscal Year End

No unexercised options or warrants were held by any of our named executive officers at December 31, 2009. No equity awards were made during the fiscal year ended December 31, 2009.

Option Exercises and Stock Vested

No options to purchase our capital stock were exercised by any of our named executive officers, nor was any restricted stock held by such executive officers vested during the fiscal year ended December 31, 2009.

Pension Benefits

No named executive officers received or held pension benefits during the fiscal year ended December 31, 2009.

Nonqualified Deferred Compensation

No nonqualified deferred compensation was offered or issued to any named executive officer during the fiscal year ended December 31, 2009.

Potential Payments Upon Termination or Change in Control

Our executive officers are not entitled to severance payments upon the termination of their employment agreements or following a change in control.

Compensation of Directors

No member of our board of directors received any compensation for his services as a director during the fiscal year ended December 31, 2009.

Compensation Committee Interlocks and Insider Participation

During the fiscal year 2009 we did not have a standing compensation committee. Our board of directors was responsible for the functions that would otherwise be handled by the compensation committee. All directors participated in deliberations concerning executive officer compensation, including directors who were also executive officers, however, none of our executive officers received any compensation during the last fiscal year. None of our executive officers has served on the board of directors or compensation committee (or other committee serving an equivalent function) of any other entity, any of whose executive officers served on our Board or Compensation Committee.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial ownership of our ordinary shares as of December 15, 2010 by (i) each person (or group of affiliated persons) who is known by us to own more than five percent (5%) of the outstanding shares of our ordinary shares, (ii) each director, executive officer and director nominee, and (iii) all of our directors, executive officers and director nominees as a group. As of December 15, 2010, after the closing of the Share Exchange and the Private Placement, we had 26,953,425 ordinary shares and 444,804 preference shares issued and outstanding.

-58-

Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any securities that such person has the right to acquire within 60 days of December 15, 2010. For purposes of computing the percentage of outstanding shares of our ordinary shares and preference sharesheld by each person or group of persons named above, any shares that such person or persons has the right to acquire within 60 days of December 15, 2010 is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.

Before the Share Exchange

After the Share Exchange

Number and

%

Number and

%

Name and Address

Title of Shares

%

%

Total

Title of Shares

%

%

Total

of Beneficial

Beneficially

Ordinary

Preference

Voting

Beneficially

Ordinary

Preference

Voting

Owner

Owned(1)

Shares(2)

Shares(3)

Power(4)

Owned(1)

Shares(2)

Shares(3)

Power(4)

Officers and Directors

Mingzhuo Tan (5)

0

*

*

*

12,834,964

41.24%

*

41.24%

(Ordinary)

Patrick S.H. Chan

0

*

*

*

0

*

*

*

Joseph Rozelle

0

*

*

*

0

*

*

*

c/o Nautilus Global Business Partners

700 Gemini, Suite 100

Houston, TX 77058

All officers and directors as a group

0

*

*

*

12,834,964

41.24%

*

41.24%

(Ordinary)

5% Security Holders

Star Prince Limited（6）

0

*

*

*

12,834,964

41.24%

*

41.24%

(Ordinary)

Access America Fund, LP (7)

390,625

39.13%

*

39.13%

2,220,789(7)

7%

52.46%

12.55%

800 Town & Country Blvd., Suite 420

(Ordinary)

Houston, Texas 77024

and

233,334

(Preference)

Mid-Ocean Consulting Ltd (8)

78,125

7.82%

*

7.82%

78,125

*

*

*

32 Governors Cay, Nassau, Bahamas

(Ordinary)

Mid-Ocean Consulting Ltd

(1)	A person is considered to beneficially own any shares: (i) over which such person, directly or indirectly, exercises sole or shared voting or investment power, or (ii) of which such person has the right to acquire beneficial ownership at any time within 60 days (such as through exercise of stock options or warrants). Unless otherwise indicated, voting and investment power relating to the shares shown in the table for our directors and executive officers is exercised solely by the beneficial owner or shared by the owner and the owner’s spouse or children.
(2)	Based on 998,275 Ordinary Shares issued and outstanding before the closing of the transactions contemplated by the Share Exchange Agreement (as of the Record Date) and 31,123,391 Ordinary Shares issued and outstanding after the closing of the transactions contemplated by the Share Exchange Agreement and the Subscription Agreement (as of the Closing Date). For each beneficial owner above, any warrants exercisable within 60 days have been included in the nominator and denominator.
(3)	No Preference Shares were issued and outstanding as of the Record Date and 444,804 Preference Shares were issued and outstanding as of the Closing Date. Each Preference Share is convertible into 7.1305357 Ordinary Shares (subject to customary adjustments for stock splits, combinations, or equity dividends on Ordinary Shares). Holders of Preference Shares vote with the holders of Ordinary Shares on all matters on an “as converted” basis.
(4)	Percentage of Total Capital Stock represents total ownership with respect to all shares of our Ordinary Shares and Preference Shares, as a single class and on an “as converted” basis. For each beneficial owner above, any warrants exercisable within 60 days have been included in the nominator and denominator.
(5)	Mr. Tan is our President, Chief Executive Officer and Director. He is the director of Star Prince Limited and has voting and dispositive control over securities held by Star Prince Limited.
(6)	Star Prince Limited’s address is Suite 1107, Office Tower C1, Oriental Plaza, No.1 East Chang’an Avenue, Dong Cheng District, Beijing, PR China.
(7)	Includes 831,898 Ordinary Shares issuable upon exercise of a warrant and 998,275 Ordinary Shares (issuable upon conversion of two senior secured notes.
(8)	Mr. David Richardson, our previous Director who resigned on December 15, 2010, is the owner and the President and CEO of Mid-Ocean Consulting Limited and has voting and investment control over the Ordinary Shares owned by Mid-Ocean Consulting Limited.

-59-

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,

AND DIRECTOR INDEPENDENCE

Transactions With Related Persons

Wealth Environmental Protection and its Subsidiaries

The following includes a summary of transactions since the beginning of the 2008 fiscal year, or any currently proposed transaction, in which Wealth Environmental Protection and/or its subsidiaries were or are to be a participant and the amount involved exceeded or exceeds $120,000 and in which any related person had or will have a direct or indirect material interest (other than compensation described under “Executive Compensation”). We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, in arm’s-length transactions.

●   On September 29, 2010, Jiangmen Huiyuan entered into an Exclusive Business Cooperation Agreement with Jiangmen Wealth Water, pursuant to which Jiangmen Huiyuan will provide Jiangmen Wealth Water with exclusive and complete business support, and technical and consulting services related to the principal business of Jiangmen Wealth Water.

●   On September 29, 2010, each of Jiangmen Huiyuan and Jiangmen Wealth Water entered into an Equity Interest Pledge Agreement with Mr. Mingzhuo Tan and Ms. Hongyu Du, respectively, pursuant to which Mr. Tan and Ms. Du pledged all of their equity interest in Jiangmen Wealth Water to Jiangmen Huiyuan to secure Jiangmen Water Wealth’s obligations under the Exclusive Business Cooperation Agreement. On September 29, 2010, the pledges were registered with the Pengjiang Branch of Jiangmen Administration of Industry and Commerce.

●   On September 29, 2010, Jiangmen Huiyuan and Jiangmen Wealth Water entered into an Exclusive Option Agreement with Mr. Tan and Ms. Du, respectively, pursuant to which Jiangmen Huiyuan obtained the exclusive option to purchase or designate another qualified person to purchased part or all of the equity interest that Mr. Tan and Ms. Du hold in Jiangmen Wealth Water to the extent permitted by the PRC law.

●   On September 29, 2010, each of Mr. Tan and Ms. Du signed a power of attorney which provides that Jiangmen Huiyuan has the power to act as his/her exclusive agent with respect to all matters related to his/her equity interest in Jiangmen Wealth Water while he or she is a shareholder of Jiangmen Wealth Water .

●   In May 2010 and September 2010, Wealth Environmental Protection issued two note for a total of $500,000 to China Growth, The notes pay interest at 10% and are due at the earlier of a) the one year anniversary form the date of issuance, or b) a change of control of China Growth.

●   For the nine months ended September 30, 2010, the Company loaned a total amount of $114,485, on a non interest bearing basis, to an affiliated company, which is owned by the Company’s shareholders, Mr. Migzhuo Tan and Ms. Hong Yu Du. In August 2010, the Company declared and paid dividends to Mr. Tan and Ms. Du in the amount of $1,375,829. The dividend reduced the outstanding loans receivable from affiliated company and accordingly, the balance due from affiliated company as of September 30, 2010 and December 31, 2009 was $0 and $1,249,774, respectively.

-60-

●   During the nine months ended September 30, 2009, the Company loaned an aggregate amount of $3,664,453, on a non interest bearing basis, to Mr. Tan, Ms. Du and Miss. Jiang Jun Pan. On December 30, 2009, the Company declared and paid dividends to Mr. Tan, Ms. Du and Miss. Pan in the amount of $16,110,070. The entire outstanding loans receivable from these shareholders was paid in full through this dividend and accordingly, the balance due from shareholders as of December 31, 2009 was $0.

●   In May 2010, Mr. Tan paid on behalf of the Company, cash collateral of $250,000, pursuant to the terms of the Convertible Note Payable Agreement between us and Jiangmen Wealth.

●   For the years ended December 31, 2009 and 2008, the Company loaned a total amount of $0 and $1,227,598, on a non-interest bearing basis, to an affiliated company, which is owned by the Company’s shareholders, Mr. Tan and Ms. Du. There was no repayment from the affiliated company during the years 2009 and 2008. The balance due from the affiliated company as of December 31, 2009 and 2008 was $1,249,774 and 1,249,754, respectively.

●   During the year ended December 31, 2009, the Company made additional non-interest loans to Mr. Tan, Ms. Du and Miss. Pan a total amount of $8,065,029. On December 30, 2009, the Company declared and paid dividends to Mr. Tan, Ms. Du, and Mr. Pan in the amount of $16,110,070. The entire outstanding loans receivable from these shareholders was paid in full through this dividend and accordingly, the balance due from shareholders as of December 31, 2009 was $0.

China Growth

The following includes a summary of transactions since the beginning of the 2008 fiscal year, or any currently proposed transaction, in which China Growth was or is to be a participant and the amount involved exceeded or exceeds $120,000 and in which any related person had or will have a direct or indirect material interest (other than compensation described under “Executive Compensation”).

●   In May 2010 and September 2010, China Growth issued a total of two notes for $500,000 to Access America Fund, LP, its largest shareholder. The notes pay interest at 10% and are due at the earlier of the one year anniversary from the date of issuance, or b) a change of control of China Growth. Access America Fund, LP may convert the notes into 998,275 ordinary shares at any time and at its sole option. The notes shall automatically convert into 998,275 ordinary shares in the event of the Share Exchange.

Policies and Procedures for Review, Approval or Ratification of Transactions with Related Persons

We expect to prepare and adopt a written related-person transactions policy that sets forth our policies and procedures regarding the identification, review, consideration and approval or ratification of “related-persons transactions.” For purposes of our policy only, a “related-person transaction” will be a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we and any “related person” are participants involving an amount that exceeds $120,000. Transactions involving compensation for services provided to us as an employee, director, consultant or similar capacity by a related person will not be covered by this policy. A related person will be any executive officer, director or a holder of more than five percent of our ordinary shares, including any of their immediate family members and any entity owned or controlled by such persons.

We anticipate that, where a transaction has been identified as a related-person transaction, the policy will require management to present information regarding the proposed related-person transaction to our audit committee (or, where approval by our audit committee would be inappropriate, to another independent body of our board of directors) for consideration and approval or ratification. Management’s presentation will be expected to include a description of, among other things, the material facts, the direct and indirect interests of the related persons, the benefits of the transaction to us and whether any alternative transactions are available.

To identify related-person transactions in advance, we are expected to rely on information supplied by our executive officers, directors and certain significant shareholders. In considering related-person transactions, our board of directors will take into account the relevant available facts and circumstances including, but not limited to:

●   the risks, costs and benefits to us;

●   the effect on a director’s independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated;

●   the terms of the transaction;

●   the availability of other sources for comparable services or products; and

●   the terms available to or from, as the case may be, unrelated third parties or to or from our employees generally.

-61-

We also expect that the policy will require any interested director to excuse himself or herself from deliberations and approval of the transaction in which the interested director is involved.

Promoters and Certain Control Persons

We did not have any promoters at any time during the past five fiscal years.

Director Independence

We currently do not have any independent directors, as the term “independent” is defined by the rules of the Nasdaq Stock Market, but we intend to appoint a five (5) member board, of which a majority shall be independent.

LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse affect on our business, financial condition or operating results.

MARKET PRICE AND DIVIDENDS ON OUR COMMON EQUITY

AND RELATED SHAREHOLDER MATTERS

Market Information

There currently is no market for our ordinary shares. We plan to list our ordinary shares as soon as practicable. However, we cannot assure you that we will be able to meet the initial listing standards of any stock exchange, or that we will be able to maintain any such listing. Until our ordinary shares are listed on an exchange, we expect that they would be eligible to be quoted on the over-the-counter bulletin board maintained by the Financial Industry Regulatory Authority. In this venue, however, an investor may find it difficult to obtain accurate quotations as to the market value of our ordinary shares and trading of our ordinary shares may be extremely sporadic. For example, several days may pass before any shares may be traded. A more active market for our ordinary shares may never develop. In addition, if we failed to mee t the criteria set forth in SEC regulations, various requirements would be imposed by law on broker-dealers who sell our securities to persons other than established customers and accredited investors. Consequently, such regulations may deter broker-dealers from recommending or selling our ordinary shares, which may further affect its liquidity and could make it more difficult for us to raise additional capital.

Holders

As of December 15, 2010 there were 26,953,425 ordinary shares issued and outstanding which were held by approximately 490 holders of record. This number does not include shares held by brokerage clearing houses, depositories or others in unregistered form.

Rule 144

All the outstanding shares are deemed “restricted securities” under Rule 144. Restricted securities may be sold in the public market only if registered or if they qualify for an exemption from registration under Rule 144 promulgated under the Securities Act, which rules are summarized below. There is currently no public market for our securities. Although we plan to list our ordinary shares in the stock exchange, we cannot assure you that we will be able to list on any stock exchange. Subject to the development of a public market for our securities, our stockholders will not be eligible to utilize Rule 144 until December 21, 2011, at the earliest, which is 12 months from the date we filed our Form 10 information, as required under Rule 144. Subject t o the lock-up agreements described below and the provisions of Rules 144, additional shares will be available for sale in the public market, if there is any, as follows:

Approximate Number of Shares Eligible for Future Sale	Date
9,253,425	On December 21, 2011, which is twelve months after the filing of a current report on Form 8-K reporting the closing of the share exchange transaction these shares may be sold under and subject to Rule 144. These shares include the shares that were issued in connection with the share exchange transaction and the shares held by the original stockholder prior to the share exchange, and excluding the shares held by certain stockholders subject to the lock-up agreements as described below.
17,700,000	On June 15, 2012, which is 18 months after the closing date of the financing transaction. On December 15, 2010, Star Prince and other the former Wealth Environmental Protection stockholders entered into a lock-up agreement with us whereby they agreed that they will not, offer, pledge, sell or otherwise dispose of any common stock or any securities convertible into or exercisable or exchangeable for common stock during the period beginning on and including the date of the final closing of the financing transaction for a period of 18 months.

In general, under Rule 144, a person, or persons whose shares are aggregated, who is not deemed to have been one of our affiliates at any time during the 90 days preceding a sale and who has beneficially owned our ordinary shares for at least six months, including the holding period of any prior owner, except if the prior owner was one of our affiliates, would be entitled to sell all of their shares, provided the availability of current public information about our company. Sales under Rule 144 may also subject to manner of sale provisions and notice requirements and to the availability of current public information about our company.

-62-

Dividends

In August 2010, we declared and paid dividends to Mr. Tan and Ms. Du in the amount of $1,375,829. On December 30, 2009, the Company declared and paid dividends to Mr. Tan, Ms. Du and Miss Pan in the amount of $16,110,070.

We currently intend to retain and use any future earnings for the development and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future. Our board of directors has complete discretion on whether to pay dividends. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant.

In addition, due to various restrictions under PRC laws on the distribution of dividends by our PRC operating companies, we may not be able to pay dividends to our shareholders. The Wholly-Foreign Owned Enterprise Law (1986), as amended and The Wholly-Foreign Owned Enterprise Law Implementing Rules (1990), as amended and the Company Law of the PRC (2006) contain the principal regulations governing dividend distributions by wholly foreign owned enterprises. Under these regulations, wholly foreign owned enterprises may pay dividends only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. Additionally, such companies are required to set aside a certain amount of their accumulated profits each year, if any, to fund certain reserve funds. These reserves are not distributabl e as cash dividends except in the event of liquidation and cannot be used for working capital purposes. The PRC government also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. Therefore, we may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from the Company’s profits. Furthermore, if our subsidiaries and affiliates in China incur debt on their own in the future, the instruments governing the debt may restrict its ability to pay dividends or make other payments. If we or our subsidiaries and affiliates are unable to receive all of the revenues from our operations through the current contractual arrangements, we may be unable to pay dividends on our ordinary shares.

Further, recent regulations promulgated by SAFE, regarding offshore financing activities by PRC residents have undergone a number of changes which may increase the administrative burden we face. The failure by our shareholders and affiliates who are PRC residents to make any required applications and filings pursuant to such regulations may prevent us from being able to distribute profits and could expose us and our PRC resident shareholders to liability under PRC law.

In 2005, SAFE promulgated regulations in the form of public notices, which require registrations with, and approval from, SAFE on direct or indirect offshore investment activities by PRC resident individuals. The SAFE regulations require PRC resident individuals to register with the relevant SAFE branch before establishing or acquiring control over an offshore special purpose company, know as “SPC”, for the purpose of engaging in an equity financing outside of PRC on the strength of domestic PRC assets originally held by those resident individuals. Without registration, the PRC entity cannot remit any of its profits out of the PRC as dividends or otherwise. This could have a material adverse effect on us given that we expect to be a publicly listed company in the U.S.

Securities Authorized for Issuance Under Equity Compensation Plans

We do not have in effect any compensation plans under which our equity securities are authorized for issuance and we do not have any outstanding stock options.

RECENT SALES OF UNREGISTERED SECURITIES

Reference is made to the disclosure set forth under Item 3.02 of this report, which disclosure is incorporated by reference into this section.

DESCRIPTION OF SECURITIES

Our authorized share capital consists of 39,062,500 ordinary shares, par value $0.000128 per share, and 781.250 preference shares, par value $0.000128 per share.

We are a Cayman Islands exempted company and our affairs are governed by our memorandum and articles of association (“Articles”), the Companies Law (2010 Revision) (“Companies Law”) and the common law of the Cayman Islands. The following are summaries of material provisions of our Articles and the Companies Law insofar as they relate to the material terms of our ordinary shares. Complete copies of our Articles are filed as exhibits to our public filings.

-63-

Ordinary Shares

General. Our ordinary shares are not entitled to any sinking fund or pre-emptive rights. As of the date of this report, there are 26,953,425 ordinary shares issued and outstanding.

Dividends. The holders of our ordinary shares are entitled to such dividends as may be declared or paid by our board of directors subject to our Articles and the Companies Law. No dividend may be declared or paid unless our directors determine that immediately after the payment, we will be able to satisfy our liabilities as they become due in the ordinary course of business, and we have funds lawfully available for such purpose.

Voting Rights. The holders of our ordinary shares have identical rights, as provided by our Articles. General meetings of shareholders are expected to be held annually and may be convened by the board of directors as it may consider necessary or desirable or upon a written request of one or more shareholders entitled to attend and vote at general meetings of our company who in the aggregate hold not less than 10% of our voting share capital. If the board of directors does not convene a requisitioned meeting within 21 days of the deposit of the requisition (such meeting to be convened no less than 30 days from the date of the deposit of the requisition), the requisitionists may themselves convene the general meeting.

A quorum for a general meeting of shareholders is considered present if there are one or more shareholders entitled to vote and present in person or by proxy holding in aggregate at least 50% of our voting share capital. If a quorum is not present within half an hour after the time appointed for the general meeting, the general meeting shall stand adjourned to the same day in the next week at the same time and place. If at such adjourned general meeting a quorum is not present within half an hour from the time appointed for holding the general meeting, the shareholder or shareholders present in person or by proxy and entitled to vote shall be a quorum and may transact the business for which the general meeting was called.

An ordinary resolution to be passed by the shareholders requires the affirmative vote of a simple majority of the votes attaching to our shares cast in a general meeting, while a special resolution requires the affirmative vote of no less than two-thirds of the votes cast attaching to our shares. Pursuant to the Companies Law, special resolution is required for important matters such as amending the Articles, effecting a change of name, and winding up. Holders of our shares may affect certain changes by ordinary resolution, including appointing and removing directors.

Transfer of Shares. Subject to our Articles, as applicable, any of our shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or any other form approved by our board. Our board of directors may, in its absolute discretion, decline to register any transfer of any ordinary share for any or no reason. If our directors refuse to register a transfer, they shall, within two months after the date on which the instrument of transfer was lodged, send to the transferee notice of such refusal. The registration of transfers may be suspended at such times and for such periods as our board of directors may from time to time determine; provided, however, that the registration of transfers shall not be s uspended for more than 45 days. Our directors may provide that the register of shareholders shall be closed for transfers for a stated period not to exceed in any case 40 days.

Liquidation. On a return of capital on winding up or otherwise (other than on conversion, redemption or purchase of shares), after payment in full of the amounts required to be paid to creditors and holders of any issued and outstanding preference shares, if any, all holders of ordinary shares are entitled to receive the same amount per share with respect to any distribution of assets to holders of ordinary shares.

Redemption of Ordinary Shares. Ordinary shares are not redeemable but, subject to the provisions of the Companies Law, we may issue shares on terms that are subject to redemption, at our option or at the option of the holders, on such terms and in such manner as may be determined pursuant to our Articles.

Variations of Rights of Shares. All or any of the special rights attached to any class of shares may, subject to the provisions of the Companies Law, be varied either with the written consent of the holders of two-thirds of the issued shares of that class or with the sanction of a special resolution passed at a general meeting of the holders of the shares of that class.

-64-

Inspection of Books and Records.Holders of our ordinary shares have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records (other than our Articles). However, we provide our shareholders with annual audited financial statements.

Directors. Unless the shareholders otherwise decide by ordinary resolution, the minimum number of directors is one, and the maximum number is unlimited. . Our board has the power at any time to appoint a person as a director either to fill a casual vacancy or as an addition to the existing board subject to the maximum number (if any) imposed by our shareholders by ordinary resolution. A director may be removed from office, with or without cause, by an ordinary resolution of shareholders. A meeting of directors is duly constituted if, (i) we have two or more directors and at the commencement of the meeting, there are present, in person or by proxy, two directors (unless a different quorum has otherwise been fixed by our board) or (ii) we have less than two directors and at the commencement of the meeting, there are present, in person or by proxy, one director (unless a different quorum has otherwise been fixed by our board). Any resolution that may be passed by our directors or a committee of directors at a meeting may also be passed by a unanimous written resolution of the directors.

Preference Shares

On December 15, 2010, our board of directors designated 700,000 shares of our preference shares, par value $0.000128 per share, as “Class A 6% Convertible Preference Shares” (which we refer to herein as the Preference Shares). As of the date of this report, there are 444,804 Preference Shares issued and outstanding, convertible into 3,171,691 ordinary shares. A summary of the Preference Shares is set forth below:

Ranking. With respect to rights upon liquidation, winding-up or dissolution, the Preference Shares rank senior to our ordinary shares and any other classes or series of stock of the Company not designated as ranking senior to or pari passu with the Preference Shares.

Voting. The holders of the Preference Shares will be entitled to receive notice of, attend at and vote at any general meeting or to vote on any written resolutions of shareholders on an “as converted” basis, together with the ordinary shares, as a single class, in connection with any proposal submitted to our shareholders.

Conversion and Mandatory Conversion. All Preference Shares may be converted at the option of the holder at any time after the earlier to occur of (i) the consummation of a 1 for 1.42610714 reverse split on the issued and outstanding ordinary shares of the Company or (ii) February 28, 2011; Additionally, all Preference Shares automatically shall be converted into Ordinary Shares in the event that (i) a registration statement covering all the ordinary shares underlying the Preference Shares has been declared effective by the U.S. Securities and Exchange Commission, and (ii) the Ordinary Shares of the Company are listed and traded on a U.S. senior stock exchange, including New York Stock Exchange, NYSE Amex, Nasdaq Capital Market, Nasdaq Global Market and Nas daq Global Select (the “Conversion”). On a Conversion, each Preference Share shall convert into 7.1305357 Ordinary Shares.

Anti-Dilution. The number of ordinary shares into which each Preference Share may be converted into will be proportionally adjusted in the event of any stock splits, share consolidations or sub-division, bonus share issues, combinations, or equity dividends on ordinary shares. Upon certain reorganizations, reclassifications, mergers, or consolidations, the holders of Preference Shares may convert their shares into the securities or property that they would have been entitled to upon the consummation of such transaction if the holder had converted the Preference Shares immediately prior to such transaction.

Dividends.Each Preference Share will be entitled to receive cumulative dividends at the annual rate of six percent (6%) accruing on a daily basis on the purchase price of the Preference Share. Notwithstanding anything in the Articles, our directors do not need to declare a dividend on the Preference Shares and any dividend on the Preference Shares shall become a debt due from and immediately payable by our company to the holders of Preference Shares on 1 January in each year if such debt can lawfully arise on such date or otherwise as soon afterwards as such debt can lawfully arise. Such dividends will be payable in cash annually on January 1 beginning with the first such date after April 14, 2 010. If the six percent (6%) dividend is not timely paid in full, any such unpaid dividend amount will be increased by 6% per year, accruing on a daily basis.

-65-

Liquidation.In the event of the liquidation, dissolution or winding up of the affairs of the Company, whether voluntary or involuntary, the holders of the Preference Shares then outstanding will be entitled to receive, out of the assets of the Company available for distribution to its shareholders, an amount equal to the amount credited as paid up on the Preference Shares plus any dividend arrears and plus accrued but unpaid dividends, before any payment shall be made or any assets distributed to the holders of the ordinary shares or any other class or series of stock issued by the Company not designated as ranking senior to or pari passu with the Preference Shares in respect of the right to participate in distributions or payments upon a liquidation event.

Warrant

In connection with our private placement which was closed on December 15, 2010, we issued to the investors Warrants to purchase in aggregate 1,585,845 ordinary shares. The Warrants have a term of five years with an exercise price of $4.50 per share (subject to customary adjustments) and are exercisable by investors on a net exercise or cashless basis at any time after the closing date.

Note

In May 2010 and September 2010, China Growth issued two notes for $5,000,000 to Access America Fund, LP, its largest shareholder. The notes pay interest at 10% and are due at the earlier of the one year anniversary from the date of issuance, or b) a change of control of China Growth. Access America Fund, LP may convert the notes into 998,275 ordinary shares (after giving effect to the Reverse Split”) at any time and at its sole option. The notes were automatically converted into 998,275 ordinary shares at the closing of the Share Exchange.

Corporate Law

The Companies Law differs from laws applicable to U.S. corporations and their shareholders. Set forth below is a summary of the significant differences between the provisions of the Companies Law applicable to us and the laws applicable to companies incorporated in the United States and their shareholders.

Director Independence

Neither Cayman Islands law nor our Articles require that a majority of our directors be independent. As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company, and therefore it is considered that he owes certain fiduciary duties to the company including the following: (i) a duty to act bona fide in the best interests of the company, (ii) a duty to exercise the powers of the company for a proper purpose, (iii) a duty not to make a profit based on his position as director (unless the company permits him or her to do so) and (iv) a duty not to put himself or herself in a position where the interests of the company conflict with his or her personal interest or his or her duty to a third party. The duty of a director not to put himself or herself in a positio n of conflict may be modified by the company’s articles of association. Our Articles permit our directors to have such a conflict and to participate and vote in respect of any decision in which they may have a conflict, provided their conflicting interests are adequately disclosed. This does not modify the directors’ duty to act in a way they consider to be bona fide in the best interests of the Company.

A director of a Cayman Islands company also owes to the company a common law duty to act with reasonable skill and care. It was previously considered that a director need not exhibit in the performance of his duties a greater degree of skill than may reasonably be expected from a person of his knowledge and experience. However, English and Commonwealth courts have moved towards a dual objective/subjective standard with regard to the required skill and care, to the effect that a director must exercise the skill and care of a reasonably diligent person having both (a) the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same actions as are carried out by that director in relation to the company and (b) the general knowledge, skill and experience that that particular director has. T hese English and Commonwealth court case authorities are persuasive authority to the Cayman Islands courts although not directly binding on the Cayman Islands courts.

Restrictions on Nonresident or Foreign Shareholders

Under Cayman Islands law, there are no limitations on the rights of nonresident or foreign shareholders to hold or vote our ordinary shares.

-66-

Anti-Money Laundering — Cayman Islands

In order to comply with legislation or regulations aimed at the prevention of money laundering, we may adopt and maintain anti-money laundering procedures, and we may require shareholders to provide evidence to verify their identity and source of funds. Where permitted, and subject to certain conditions, we may also delegate the maintenance of our anti-money laundering procedures (including the acquisition of due diligence information) to a suitable person.

We reserve the right to request such information as is necessary to verify the identity of a shareholder unless in the particular case we are satisfied that an exemption applies under the Money Laundering Regulations (2010 Revision) of the Cayman Islands, as amended and revised from time to time, or the Regulations. Depending on the circumstances of each application, a detailed verification of identity might not be required where:

●   the shareholder makes the payment for their investment from an account held in the applicant’s name at a recognized financial institution; or

●   the shareholder is regulated by a recognized regulatory authority and is based or incorporated in, or formed under the law of, a recognized jurisdiction; or

●   the purchase of shares is made through an intermediary which is regulated by a recognized regulatory authority and is based in or incorporated in, or formed under the law of a recognized jurisdiction, and an assurance is provided in relation to the procedures undertaken on the underlying investors.

For the purposes of these exceptions, recognition of a financial institution, regulatory authority or jurisdiction will be determined in accordance with the Regulations by reference to those jurisdictions recognized by the Cayman Islands Monetary Authority as having equivalent anti-money laundering regulations.

In the event of delay or failure on the part of a shareholder in producing any information required for verification purposes, we may refuse to accept the application, in which case any funds received will be returned without interest to the account from which they were originally debited.

We also reserve the right to refuse to make any redemption payment to a shareholder if our directors suspect, or are advised that, the payment of redemption proceeds to such shareholder might result in a breach of applicable anti-money laundering or other laws or regulations by any person in any relevant jurisdiction, or if such refusal is considered necessary or appropriate to ensure the compliance by us with any such laws or regulations in any applicable jurisdiction.

If any person resident in the Cayman Islands knows or suspects, or has reasonable grounds for knowing or suspecting, that another person is engaged in criminal conduct or is involved with terrorism or terrorist property, and the information for that knowledge or suspicion came to their attention in the course of business in the regulated sector, the person will be required to report such knowledge or suspicion to (i) the Financial Reporting Authority of the Cayman Islands, pursuant to the Proceeds of Crime Law, 2008 of the Cayman Islands, if the disclosure relates to criminal conduct or money laundering, or (ii) a police officer of the rank of constable or higher pursuant to the Terrorism Law (2009 Revision) of the Cayman Islands, if the disclosure relates to involvement with terrorism or terrorist financing and property. Such a r eport shall not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise.

Squeeze-out Provisions

When a takeover offer is made and accepted by holders of not less than 90% in value of the shares to whom the offer is made within four months, the offeror may, within a two-month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection from the dissenting shareholder can be made to the Grand Court of the Cayman Islands, but this is unlikely to succeed unless there is evidence of fraud, bad faith, collusion or inequitable treatment of the shareholders.

Shareholders’ Suits

Derivative actions have been brought in the Cayman Islands courts, and the Cayman Islands courts have confirmed the availability of such actions. In most cases, we will be the proper plaintiff in any claim based on a breach of duty owed to us, and a claim against our officers or directors generally may not be brought by a shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority and be applied by a court in the Cayman Islands, exceptions to the foregoing principle include:

●   a company is acting, or proposing to act, illegally or beyond the scope of its authority;

●   those who control the company are perpetrating a “fraud on the minority.”

A shareholder may have a direct right of action against us where the individual rights of that shareholder have been infringed or are about to be infringed.

-67-

Transfer Agent and Registrar

Our independent stock transfer agent is Corporate Stock Transfer, located in 3200 Cherry Creek Dr. South, Suite 430, Denver, Co 80209. Their phone number is (303) 282-4800.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Companies Law of the Cayman Islands does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors. However, such provision may be held by the Cayman Islands courts to be unenforceable, to the extent it seeks to indemnify or exculpate a fiduciary in respect of their actual fraud or willful default, or for the consequences of committing a crime. Our Articles provide for indemnification of officers and directors and their personal representatives out of the assets and funds of our company against all actions, proceedings, losses, damages, costs, liabilities and expenses incurred or sustained by them in or about the conduct of our company’s business or affairs or in the execution or discharge of their duties, powers, authorities or discre tions unless such actions, proceedings, losses, damages, costs, liabilities and expenses were incurred or sustained through his own dishonesty.

Insofar as indemnification by us for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling the company pursuant to provisions of our articles of association, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification by such director, officer or controlling person of us in the successful defense of any action, suit or proceeding is asserted by such director, officer or controlling person in connection with the securities being offered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indem nification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

At the present time, there is no pending litigation or proceeding involving a director, officer, employee or other agent of ours in which indemnification would be required or permitted. We are not aware of any threatened litigation or proceeding, which may result in a claim for such indemnification.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

On December 15, 2010, we issued 31,123,391 ordinary shares (after giving effect to the Reverse Split) to Wealth Environmental Protection Shareholders, the sole shareholder of Wealth Environmental Protection, in exchange, we received 7,000 ordinary shares of Wealth Environmental Protection, representing all the issued and outstanding capital stock of Wealth Environmental Protection. The number of our shares issued to Wealth Environmental Protection Shareholders was determined based on an arms-length negotiation. The issuance of our shares to these shareholders was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering and Regulation S promulgated thereunder.

On December 15, 2010, we also completed a private placement transaction with a group of accredited investors, pursuant to which we issued to the investors an aggregate 222,402 units for a purchase price of $6,672,032, or $30.00 per Unit. Each Unit consists of two Preferred Shares and a Warrant to purchase five ordinary shares (after giving effect to the Reverse Split). The Warrants have a term of 5 years, bear an exercise price of $4.50 per share (subject to customary adjustments), are exercisable on a net exercise or cashless basis and are exercisable by investors at any time after the closing date. The foregoing securities were issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering and Rule 506 of Regulation D promulga ted thereunder.

On December 15, 2010, we issued 998,275 shares to Mr. Karlson Ka Tsun PO, at par value 0.000128 per share, as compensation for the services he provided to us in connection with the Share Exchange and Private Placement. The foregoing securities were issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering.

On December 15, 2010, we issued 998,725 shares to Access America Fund, LP in connection with the automatic conversion of the the notes for an aggregate of $500,000 that we issued to Access America Fund, LP in the event of the Share Exchange. The foregoing securities were issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering.

-68-

In instances described above where we issued securities in reliance upon Regulation D, we relied upon Rule 506 of Regulation D of the Securities Act. These stockholders who received the securities in such instances made representations that (a) the shareholder is acquiring the securities for his, her or its own account for investment and not for the account of any other person and not with a view to or for distribution, assignment or resale in connection with any distribution within the meaning of the Securities Act, (b) the shareholder agrees not to sell or otherwise transfer the purchased shares unless they are registered under the Securities Act and any applicable state securities laws, or an exemption or exemptions from such registration are available, (c) the shareholder has knowledge and experience in financial and business matters such that he, she or it is capable of evaluating the merits and risks of an investment in us, (d) the shareholder had access to all of our documents, records, and books pertaining to the investment and was provided the opportunity ask questions and receive answers regarding the terms and conditions of the offering and to obtain any additional information which we possessed or were able to acquire without unreasonable effort and expense, and (e) the shareholder has no need for the liquidity in its investment in us and could afford the complete loss of such investment. Management made the determination that the investors in instances where we relied on Regulation D are accredited investors (as defined in Regulation D) based upon management’s inquiry into their sophistication and net worth. In addition, there was no general solicitation or advertising for securities issued in reliance upon Regulation D.

In instances described above where we indicate that we relied upon Section 4(2) of the Securities Act in issuing securities, our reliance was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there were only a limited number of offerees; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the negotiations for the sale of the stock took place directly between the offeree and us.

In instances described above where we indicate that we relied upon Regulation S in issuing the securities, our reliance was based upon the factors that such shareholders were not “U.S. Person” as that term is defined in Rule 902(k) of Regulation S under the Securities Act, that such shareholders were acquiring our securities, for investment purposes for their own respective accounts and not as nominees or agents, and not with a view to the resale or distribution thereof, and that the shareholders understood that the shares of our securities may not be sold or otherwise disposed of without registration under the Securities Act or an applicable exemption therefrom.

ITEM 4.01 CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT

On December 15, 2010, our board of directors dismissed PMB Helin Donovan, LLP (“Helin”) as our independent auditors and engagedHam, Langston & Brezina, L.L.P. (“HLB”), an Independent Registered Public Accounting Firm, to serve as our independent auditors. Pursuant to Item 304(a) of Regulation S-K under the Securities Act of 1933, as amended, and under the Securities Exchange Act of 1934, as amended, we report as follows:

(a)  (i) Helin was terminated as our independent registered public accounting firm effective on December 15, 2010. (ii) For the two most recent fiscal years ended June 30, 2010 and 2009, Helin’s report on the financial statements did not contain any adverse opinions or disclaimers of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles. (iii) The termination of Helin and engagement of HLB were approved by our board of directors. (iv) We and Helin did not have any disagreements with regard to any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure for the audited financials for the fiscal year ended June 30, 2010 and 2009, and subsequent interim period ended September 30, 2010 and through the date of dismissal, which disagreements, if not resolved to the satisfaction of Helin, would have caused it to make reference to the subject matter of the disagreements in connection with its reports. (v) During the fiscal years ended June 30, 2010 and 2009, and subsequent interim period ended September 30, 2010 and through the date of dismissal, we did not experience any reportable events which constitute a reportable event under Item 304(a)(1)(v) of Regulation S-K.

-69-

(b)  (i) On December 15, 2010, we engaged HLB to serve as our independent registered public accounting firm. (ii) Prior to engaging HLB, we have not consulted HLB regarding the application of accounting principles to a specified transaction, completed or proposed, the type of audit opinion that might be rendered on our financial statements or a reportable event, nor did us consult with HLB regarding any disagreements with our prior auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope of procedure, which disagreements, if not resolved to the satisfaction of the prior auditor, would have caused it to make a reference to the subject matter of the disagreements in connection with its reports. (iii) We obtained a letter from Helin addressed to the Commission stating it agrees with the statements presented in this Form 8-K/A, which is presented in this Form 8-K/A as an Exhibit.

ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT

Reference is made to the disclosure set forth under Item 2.01 of this report, which disclosure is incorporated herein by reference.

As a result of the closing of the Share Exchange, we acquired 7,000 ordinary shares of Wealth Environmental Protection, in exchange for the issuance a total of 24,956,875 ordinary shares, representing 96.15% of our issued and outstanding ordinary shares (without giving effect to the Private Placement).

Other than the transactions and agreements disclosed in this report, we know of no other arrangements which may result in a change in control.

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OFCERTAIN OFFICERS

Upon the closing of the Share Exchange Agreement on December 15, 2010, Mr. David Richardson resigned from our board of directors, effective immediately, and Mr. Joseph Rozelle submitted a resignation letter pursuant to which he resigned as our President and Chief Financial Officer effective immediately and from his position as our director that will become effective on the tenth day following the mailing of the Information Statement to our shareholders, which will be mailed out on or about December 17, 2010. The resignations of Messrs. Richardson and Rozelle were not in connection with any known disagreement with us on any matter.

On December 15, 2010, our board of directors appointed Mr. Mingzhuo Tan as the Chairman of our board of directors to fill in the vacancy created by the resignation of Mr. David Richardson effective immediately at the closing of the Share Exchange. In addition, our board of directors also appointed Mr. Mingzhuo Tan to serve as our President and Chief Executive Officer and Mr. Patrick S.H. Chan to serve as our Interim Chief Financial Officer effective immediately at the closing of the Share Exchange.

For certain biographical and other information regarding the newly appointed officers and directors, see the disclosure under Item 2.01 of this report, which disclosure is incorporated herein by reference.

-70-

ITEM 5.03 AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

On December 15, 2010, our board of directors approved a change in our fiscal year end from June 30 to December 31. This change is being effectuated in connection with the reverse acquisition transaction described in Item 2.01 above.

ITEM 5.06 CHANGE IN SHELL COMPANY STATUS.

As described in Item 1.01 of this report, on December 15, 2010, we entered into the Exchange Agreement and consummated the Share Exchange, pursuant to which we acquired all of the issued and outstanding ordinary shares of Wealth Environmental Protection in exchange for the issuance of 24,956,875 ordinary shares to Wealth Environmental Protection Shareholders, the sole shareholder of Wealth Environmental Protection. As a result of the Share Exchange, Wealth Environmental Protection and its PRC operating subsidiaries became our wholly-owned subsidiaries and we are no longer a shell company as that term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

Reference is made to the Share Exchange under the Share Exchange Agreement, as described in Item 1.01. As a result of the closing of the Share Exchange, our primary operations consist of the business and operations of Wealth Environmental Protection, which are conducted by Jiangmen Wealth Water. In the Share Exchange, we are the accounting acquiree and Wealth Environmental Protection is the accounting acquiror. Accordingly, we are presenting the financial statements of Wealth Environmental Protection and its subsidiaries.

(a)  Financial statements of business acquired.

(i) Audited consolidated financial statements of Wealth Environmental Protection as of and for the years ended December 31, 2009 and 2008, and related notes thereto. 

(ii) Unaudited condensed consolidated financial statements of Wealth Environmental Protection as of and for the nine months ended September 30, 2010 and 2009, and related notes thereto. 

(b) Pro forma financial information.

	Unaudited pro forma financial statements and related notes thereto.
(c)	Shell company transactions. None.

-71-

(d)  Exhibits.

Exhibit No.	Description
2.1	Share Exchange Agreement, dated December 15, 2010, by and among China Growth Corporation, Wealth Environmental Protection Group, Inc., and Wealth Environmental Protection Shareholders Group. (2)
3.1	Amended and Restated Memorandum of Association of the Company (1)
4.1	Form of Warrant (2)
10.1	Form of Subscription Agreement (2)
10.2	Make Good Escrow Agreement, dated December 15 2010. (2)
10.3	Holdback Escrow Agreement, dated December 15, 2010. (2)
10.4	Investor Relations Escrow Agreement, dated December 15, 2010. (2)
10.5	Form of Lockup Agreement between Star Prince Limited and China Growth Corp. (2)
10.6	Form of Lockup Agreement between shareholder set forth therein and China Growth Corp. (2)
10.7	Exclusive Business Cooperation Agreement between Jiangmen Huiyuan Wealth Environmental Protection Co., Ltd. and Jiangmen Wealth Water Purifying Agent Co, Ltd., dated September 29, 2010. (2)
10.8	Equity Interest Pledge Agreement between Mingzhuo Tan and Jiangmen Huiyuan Wealth Environmental Protection Co., Ltd., dated September 29, 2010. (2)
10.9	Exclusive Option Agreement between Mingzhuo Tan and Jiangmen Huiyuan Wealth Environmental Protection Co., Ltd., dated September 29, 2010. (2)
10.10	Power of Attorney by Mingzhuo Tan, dated September 29, 2010  (2)
10.11	Equity Interest Pledge Agreement between Hongyu Du and Jiangmen Huiyuan Wealth Environmental Protection Co., Ltd., dated September 29, 2010. (2)
10.12	Exclusive Option Agreement between Hongyu Du and Jiangmen Huiyuan Wealth Environmental Protection Co., Ltd., dated September 29, 2010. (2)
10.13	Power of Attorney by Hongyu Du, dated September 29, 2010  (2)
10.14	Purchase Agreement between Jiangmen Water Purifying Agent Co. Ltd and Foshan Hui Yong Chemical trade Co., Ltd., dated January 1, 2010. (2)
10.15	Purchase Agreement between Jiangmen Water Purifying Agent Co. Ltd and Taishan Da Kang Chemical trade Co., Ltd., dated January 1, 2010  (2)
10.16	Purchase Agreement between Jiangmen Water Purifying Agent Co. Ltd and Shenzhen Lan Bo Shi Science & Technology Co., Ltd., dated January 1, 2010  (2)
10.17	Purchase Agreement between Jiangmen Water Purifying Agent Co. Ltd and Guangdong Yi Da Textile Co., Ltd., dated January 1, 2010  (2)
10.18	Purchase Agreement between Jiangmen Water Purifying Agent Co. Ltd and Anhui Guo Zhen Environmental Protection and Energy Conservation Technology Joint Stock Co., Ltd., dated January 1, 2010. (2)
10.19	Purchase Agreement between Jiangmen Water Purifying Agent Co. Ltd and Guangzhou Papermaking Joint Stock Co., Ltd., dated January 1, 2010  (2)
10.20	Purchase Agreement between Jiangmen Water Purifying Agent Co. Ltd and Guangdong Chun Yan Textile Co., Ltd., dated January 1, 2010  (2)
10.21	Purchase Agreement between Jiangmen Water Purifying Agent Co. Ltd and Nanchang Heng Sheng Chemical Trade Co., Ltd., dated January 1, 2010  (2)
10.22	Purchase Agreement between Shanxi Wealth and Hainan Yijin Environmental Limited Co., dated December 23, 2009  (2)
10.23	Purchase Agreement between Shanxi Wealth and Dongying Jiali Chemical Limited Co., dated December 23, 2009  (2)
10.24	Purchase Agreement between Shanxi Wealth and Camela Chemical (Yixin) Limited Co., dated December 23, 2009  (2)
10.25	Purchase Agreement between Shanxi Wealth and Kunming Dianchi Chemicals Limited Co., dated December 23, 2009  (2)
10.26	Purchase Agreement between Shanxi Wealth and Jiaozuo Elfek Chemicals Limited Co., dated December 23, 2009  (2)
10.27	Technology Development Agreement between Jiangmen Wealth Water and Tongji University., dated October 9, 2003
10.28	Technology Development Agreement between Jiangmen Wealth Water and Tongji University., dated October 9, 2003
10.29	Senior Preferred Secured Note agreements No. 1
10.30	Senior Preferred Secured Note agreements No. 2
16.1	Letter from PMB Helin Donovan, LLP, dated February 25, 2011.
99.1	Audited consolidated balance sheets of Wealth Environmental Protection Group, Inc. and its subsidiaries as of December 31, 2009 and 2008 and the related consolidated statements of income, stockholders’ equity and cash flows for each of the two years ended December 31, 2009.
99.2	Unaudited condensed consolidated balance sheets of Wealth Environmental Protection Group, Inc. and its subsidiaries as of September 30, 2010.
99.3	Unaudited pro forma financial statements and related notes thereto.

(1) Incorporated herein by reference to the Company’s Registration Statement on Form 10 filed on December 4, 2006

(2) Incorporated herein by reference to the Company’s current report on Form 8-K filed on December 21, 2010

-72-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

China Growth Corporation
By:	/s/ Mingzhuo Tan
Name:	Mingzhuo Tan
Title:	Chief Executive Officer
Dated:	February 25, 2011

-73-

EX-10.27

Exhibit 10.27

 Contract Registration Number:：03  1009 03 000096

Technology Development Contract

(2003 Edition)

Project name:   The production technology of high aluminium calcium power

Consignor:  Jiangmen Wealth Water Purifying Agent Co.,Ltd.,

( Party A)

Research and Development Party: Tongji University

(Party B)

Signing Place :

Pengjiang (District) Jiangmen(City) Guangdong (Province)

Signing date:

Oct 9th, 2003

Valid date:

From Oct 10th, 2003 to Sep30th, 2004

1

Shanghai Science and Technology Commission

Shanghai Industry and Commerce Administration

In accordance with " Contract Law of People's Republic of China ", through amicable negotiations, Party A and Party B have entered into agreement concerning the project's technical development (consignment /co-development) of The production technology of High aluminium calcium powder  (The project is planned by       ※) The Contract hereunder is made and concluded.

Ⅰ.※ Content, Format and Requirements of the Signed Subject Technology

1. Content of the subject technology:

To Develop new technology of calcium aluminate powder production, in order to produce high aluminium calcium powder with high alumina content and high alumina dissolution rate from low-grade ore.

（1）To break through the constraints of raw materials grade in traditional calcium aluminate powder production, to expand the application fields of raw materials, to improve the comprehensive utilization of resources, and to lower production costs;

（2）To increase of the refined calcium aluminate powder dissolution rate , to reduce the waste of resources, and to reduce PAC production costs.

2. Forms of the subject technology

Research and development results should be presented in processing order text (including the principles, parameters, formulas, raw materials, process, technology, equipment, time, economic accounting, usage, application, technical defects, academic evaluation, economic evaluation, sample test results, pilot a result, the effectiveness of large-scale production forecasts, etc.) and sample, producing guidance and training.

2

3. Requirements of the subject technology

(1)  The technology is applied for calcium aluminate powder production.

(2) Traditional calcium aluminate powder production process requires 72-74% alumina-content of raw materials aluminium ore, and the technology objective is to reduce the aluminium content to 65% of raw materials;

(3)  Products of traditional calcium aluminate powder production contains 49-51% Al2O3,with dissolution rate of 90-93%. New technology objectives to increase Al2O3 to 55% and dissolution rate to 95%.

Ⅱ. Technical Indicators Objective and Parameters Objective

Indicators of raw materials: Al2O3 = 65 ~ 70%

Product index: Al2O3 ≥ 55%, dissolution rate of ≥ 95%

Ⅲ.  ※ Research and Development Plan

Phase one: to complete investigation, data summary, to propose experiment plan before November 30th, 2003;

Phase two: to conduct series of tests in order to find suitable additives, and accordingly find the optimum conditions for alumina calcium powder production before May 30th, 2004;

Phase three:  to reconstruct production field, to prepare for the pilot test, before June 30th, 2004;

Phase four: to conduct pilot scale experiment for large-scale production, to test technical feasibility in real condition, to finish pilot scale experiment report, to identify the production process and production systems before August 10th, 2004;

Phase five: to submit of reports and samples for client acceptance, before August 30th, 2004;

Phase six: staff training, to guide production and ensure successful application in calcium aluminate powder production, before September 30th, 2004.

Ⅳ. Funding and Remuneration of Research and Development, the Payment / Settlement

(A)   Funding of research and development refers to the essential cost of researching and developing work to complete the project; Remuneration refers to the compensation to use the developed technology and compensation for researching and developing engineers.

3

The project research and development funding and compensation (capital):

TEN MILLION YUAN

(including funding foryuan, Remuneration foryuan).

(B) Payment of expenses and remuneration methods ( in the ② manner):

①lump-sum: Yuan,   Time:

② installment payment:

Three million yuan, Time: within one week after the contract signed by both parties;

Three million yuan, Time: series of tests was completed and compliance by the client within one week of acceptance;

Three million yuan, Time: submission of reports and sample, after acceptance by the client within one week;

One million yuan, Time: within one week after guiding and training of technical personnel

③ Commission according to       % of profit    Due:

④ Commission according to       % of sales    Due:

⑤ Other ways.

Ⅴ. Property Ownership of Equipment, Information Based on Research and Development Funding

1.   All of the assets, purchased by research and development party with research and development funding, shall be necessary for research and development and shall be used directly for research and development

2.   The assets shall belong to the research and development party upon agree of the consignor, except for mutually agreed property transfer.

Ⅵ. Time and Place of Performance Manner of Contract Fulfilment

This contract shall be performed from October 10th, 2003 to September 30th, 2004 in Shanghai Municipal City and Jiangmen City, Guangdong Province (Location).

Manner of Contract Fulfilment: shall be negotiated between both sides according to concrete conditions

4

Ⅶ. ※Technical Information Confidentiality and Data Privacy

Research and Development party shall conduct work at the place of Party A(the consignor), with similar characters as businesses of Party A, therefore Party B shall bears an indefinite confidentiality obligation of all commercial secrets that Party B may possibly acquire, regardless of the changes, rescission and termination of this contract.

Other confidentiality requirements, see the appendix to contract, "Non-disclosure agreement."

Ⅷ. Content of Technical Cooperation and Technical Guidance

Based on the subject project and subject technology in the contract, the Research and Development Party may carry out doctoral teaching and research work with the help of clients experiment and production condition;

After the submission of research results, the Research and Development Party shall offer guidance and training to relevant personnel of the Party A(the consignor), to study and master the Theoretical and practical aspects of the technology and technical process. Standard is set as relevant personnel are able to operate independently to complete the whole process of production, and qualified product rate should be 95% and above in trial production.

Ⅸ. Risk Accountability

In the process of this contract performance, should either party meet unsolvable technical difficulties under current technical conditions, resulting in partial or fully failure of the research and development work, the risk shall be assumed by    3  .

(1. Party A,    2.Party B,    3.Both,    4, Two sides further negotiation)

After amicable negotiation, the risk shall be assumed

 by Party A    for  75%

 by Party B   for 25%

Ⅹ. Ownership and Sharing of Technology Achievements

(A) The patent application right:   go to the consignor

(B) The right to use or transfer technical secrets: go to the consignor.

5

Ⅺ. Acceptance Criteria and Modalities

Accomplished technological achievements from research and development work ,meeting technical standards and parameters set forth in Article II of this contract, shall be accepted after three repeated experiments，according to the client's production standards. Acceptance Certificate of Technical Project shall issued by the consignor technology projects

Ⅻ. Default Clauses and Loss Compensation

In accordance with " Contract Law of People's Republic of China ",the party that fails to Observe the terms of a contract shall be liable for breach of contract.

(A)   Violation of Article I of this contract agreement, Party B shall bear the following breach of contract:

Breach of contract responsibility based on the "Contract Law" Article 330.

(B)   Violation of Article IV of this contract agreement, Party B shall bear the following breach of contract:

A one-time penalty payment 50,000 yuan to Party A, and Party B shall be liable for the economic losses caused thereby to Party A according to actual situation.

(C)   Others:

Breach of Article VI of this contract agreement, Party A shall assume the following breach of contract:

Breach of contract responsibility based on the "Contract Law" Article 336.

ⅩⅢ.  ※Dispute Resolution

In the process of this contract performance, with respect to any disputes arising from this contract, the two parties shall be settled through friendly consultations between both parties. When both parties do not want conciliation, mediation or conciliation, mediation fails, the dispute shall be settled in the    B    way.

A. Both parties agree arbitration by the arbitration committee.

B.  Bring an accusation to People's Court according to the Law, agreed jurisdiction by  ③People's Courts .

① The domicile of the defendant

② Performance location of the contract

③ Sign location of the contract  

④Plaintiffs domicile

⑤Location of the subject matter

6

ⅩⅣ,  Terms and Terminology

High Alumina Calcium: short form of high-performance calcium aluminate powder .High-performance means the finished calcium aluminate powder contains intensive Al2O3, with high dissolution rate.

ⅩⅤ.  ※ Other Terms (Matters not mentioned herein, such as rights, duties, service charges and payment terms, deposit, property mortgage, collateral and etc. of the intermediary party.)

Fill in articles marked with ※ in this contract according to its explanatory notes.

Consignor (Party A)	Company Name	Jiangmen Wealth Water Purifying Agent Co.,Ltd.,(authorized signature)						authorized signature for technology contract/ official seal Y    M    D
	Legal Representative	Mingzhuo Tan (authorized signature)
	Authorized agent	(authorized signature)
	responsible person	(authorized signature)
	Address	2ndfloor,No.10, Gangkou No.2Rd, Pengjiang District, Jiangmen			Postal Code		529000
	Phone Number	0750-3167688
	bank of deposit
	account number
Research and Development Party (Party B)	Company Name	Tongji University(authorized signature)						authorized signature for technology contract/ official seal Y    M    D
	Legal Representative	(authorized signature)
	Authorized agent	(authorized signature)
	responsible person	Luting Pan (authorized signature)
	Address	No1239 SiPing Rd, Yangpu District, Shanghai	Postal Code			200092
	Phone Number	Tongji University Wujiaochang Branch, Agricultural Bank of China 033267--08017004675
	bank of deposit
	account number
Intermediary Party	Company Name	(authorized signature)						authorized signature for technology contract/ official seal Y    M    D
	Legal Representative	(authorized signature)
	Authorized agent	(authorized signature)
	responsible person	(authorized signature)
	Address			Postal Code
	Phone Number
	bank of deposit
	account number

7

Explanatory Notes (stamp duty can be attached)

1. "contract registration number" : Contract Registration Number will be completed at the contract register place.

2. Technology development contract refers to a written contract between two parties concerning research and development in new technology, new product, new process, new material and its system, including consignment development contract and cooperative development contract.

3. In blanket of “scheduled projects”, there should be projects at the level of State Council Ministries and Commissions, provinces, autonomous regions, and municipal cities, cities with independent planning, city(county).Fill in “/” for projects that does not fall into the above categories.

4. Content and format of the signed subject technology:

Consist of project’s objective of technical and economic indicators, purpose of development, application domain, benefits, submission form and amount of achievements.

Research and Development results can be submitted as the following forms:

a. product design, process planning, materials, formulas, and other technical documents such as drawings, papers and reports;

b. disks, tapes, computer software;

c. animal or new varieties of plants, microbial strains;

d. sample, prototype;

e. complete sets of technical equipment;

5. Research and Development Plan: includes stage of progress of all relevant parties, technical issues need to be solved for various stages, objective deadlines.

6. Confidentiality of technical information and documents: consists of all parties  information,content and period of information confidentiality obligation, leakage of technology and secrets ,and its corresponding responsibility.

The two sides can agree that this article is effective regardless of the changes, rescission and termination of this contract.,

7. Contract Dispute Resolution

According to the “Arbitration Law of People's Republic of China", once contract parties choose arbitration, it thus abandon the right to start a suit in a law court, and vice versa. Therefore, contract parties should negotiate and reach common consensus on dispute resolution.

8. Other items:

Should the contract is enforced by introducing an intermediary, the intermediary contract shall be included as an appendix. Should there be deposit, property mortgages and collaterals, the copies of deposit; property mortgages and collaterals procedures shall be included as an appendix.

If the parties agree that the guarantees should be to pay a deposit, property, mortgages and secured a copy of the procedures as the annex to the contract.

9. On signing the contract, authorized agent should issue an entrusting certificate.

10. Fill in “/” for blankets in this contract that requires no fillings agreed by both parties

11. This contract is written in 5 originals.

Registration and Examination：
Technical Contract Registration Institution  ( authorized signature) Responsible Person  (authorized signature)	Y      M      D

8

EX-10.28

Exhibit 10.28

JIANGMEN WEALTH ENVIRONMENT PROTECTION CO., LTD.

SECURED NOTE PURCHASE AGREEMENT

THIS SECURED NOTE PURCHASE AGREEMENT (the "Agreement") is made as of May 2010 (the "Effective Date") by and among JIANGMEN WEALTH ENVIRONMENT PROTECTION CO., LTD, a China Corporation (the "Company"), and CHINA GROWTH INC., a Cayman Island Corporation (the "Lender''), Access America Fund, LP ("AAF'), and Mr. Mingzhuo Tan, Ms. Hongyu Du and Ms. Jiangjun Pan, the individual shareholders of the Company (the "Shareholders").

The parties hereby agree as follows:

1. TERMS OF THE LOAN; CLOSING.

1.1 The Loan. Subject to the terms of this Agreement, at the Closing (as defined below) the Lender agrees to loan or cause to be loaned to the Company up to $500,000 (the "Loan Amount') in two or more tranches as follows: (i) $250,000 at the Closing; (ii) up to $25 0,000 in two tranches at the sole discretion of AAF and the Lender based on progress made by the Company in preparation of a merger of the Company and the Lender, in each case against the issuance and delivery by the Company of a promissory note for that amount in the form attached hereto as Exhibit A (the "Notes"); provided that the Lender may in its sole discretion cancel the additional fundings described in clause (ii) by giving written notice to the Company. In the event that the Company closes on a minimum of $7.5MM in equity financing prior to the funding of additional tranches, the obligations of the Lender and AAF to provide the additional fundings described in clause (ii) will automatically be terminated.

1.2 Cash Collateral. The Company shall deposit 250,000 USD into an escrow account based in the United States of America as collateral to the loan prior to the Closing Date. Dai & Associates is the designated escrow agent for the cash collateral.

1.3 Closing. Subject to Section 4 below, the closing of the first loan described above the "Closing") shall be held on or before, 2010 (the "Closing Date").

1.4 Security. Repayment of the Note shall be secured by all of assets of the Company, all of the stock of the Company owned by Mr. Mingzhuo Tan, and all of the stock the Company owns in any and all of its subsidiaries in accordance with the terms and conditions of a Security Agreement in the form of Exhibit B (the "Security Agreement'). The Note ranks senior to any and all existing notes of the Company.

1.5 Restrictions.

(a) If the Company's audited U.S. GAAP net income is lower than Nine (9) million USD or net assets are less than Fourteen (14) million U.S., the Note will become immediately called and the Company will have thirty (30) days to pay the entire balance plus accrued interest. The $250,000 deposited in the collateral account will be automatically sent to the Lender to help satisfy a portion of the amount due.

1

(b) If the is Company is unable to deliver audited U.S. GAAP financials before September 30, 2010, the Note will become immediately called and the Company will have thirty (30) days to pay the entire balance plus accrued interest. The $250,000 deposited in the collateral account will be automatically sent to the Lender to help satisfy a portion of the amount due.

(c) In the event when the Company chooses to terminate the proposed APO led by AAF as described and agreed to in the letter dated (the "APO Agreement"), the Note will become immediately called and the Company will have thirty (30) days to pay the entire balance plus accrued interest. The $250,000 deposited in the collateral account will be automatically sent to the Lender to help satisfy a portion of the amount due.

(i) At the sole discretion of AAF and the Lender, if the Company terminates the APO Agreement and chooses to enter into a transaction to become listed on a US or other stock through a means different than that described in the APO agreement, the Lender and AAF have the right to take any of the following actions in lieu of payment of the loan

(1)Convert the loan to the equity of the Company's publicly listed entity equal to 6.4% of the Company's outstanding shares.

(2)'Transfer or sell the loan to any entities at the Lender and AAF's sole discretion, at which time the loan becomes payable on demand.

(d) If the Company chooses to be listed in any stock exchanges outside of the US, the Lender and AAF have the right to sell or transfer the loan to any entities at the Lender and AAF's sole discretion.

(e) If the APO Agreement is not consummated for any other reason, the note plus accrued interest will automatically be reduced by 50% and the remaining balance will be immediately due to Lender. Proceeds to satisfy the loan will automatically come from the escrow account. To the extent that the escrow account does not have sufficient funds to satisfy the modified balance, the remainder of the note, along with accrued interest must be paid within 30 days and will be secured by the security interests described in Section 1.4.

2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company hereby represents and warrants to the Lender as of the Closing Date as follows:

2.1 Organization, Good Standing and Qualification, Corporate Power. The Company is a Corporation duly organized, validly existing and in good standing under the laws of the State of Texas and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdi ction where it is legally obligated to be so qualified except where the failure to so qualify would not have a Material Adverse Effect. As used herein, "Material Adverse Effect" means a material adverse effect on the assets, properties, financial condition, operating results or business of the Company. The Company has all requisite limited liability company power to execute and deliver this Agreement and the Note and to carry out and perform its obligations under the terms of this Agreement and the Note.

2

2.2 Authorization. All action on the part of the Company, its Officers and its Directors necessary for the authorization, execution, delivery and performance of this Agreement by the Company and the performance of the Company's obligations hereunder, including the issuance and delivery of the Note and the Shares have been taken prior to the Closing. This Agreement, the Security Agreement, the Pledge Agreement and the Note (collectively, the "Transaction Documents"), when executed and delivered by the Company and/or the Shareholders, shall constitute valid and binding obligations of the Company enforceable in accordance with their terms, except as limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, (b) general principles of equity that restrict the availability of equitable remedies, and (c) applicable securities laws regarding the enforceability of indemnification provisions. The execution and delivery of the Transaction Documents will not violate or cause a default under the Company's certificate of formation or limited liability company agreement or any contract or agreement to which the Company is a party. The Note and the Shares, when issued in compliance with the provisions of this Agreement, will be free of any liens or encumbrances, other than any lie ns or encumbrances created by or imposed upon the holders through no action of the Company.

3.REPRESENTATIONS AND WARRANTIES OF THE LENDER. The Lender hereby represents and warrants to the Company as of the Closing Date as follows:

3.1Authorization. All action on the part of the Lender, its Board of Directors (or similar governing body) and its equity holders necessary for the authorization, execution, delivery and performance of this Agreement by the Lender and the performance of the Lender's obligations hereunder, including making a loan to the Company in the amount of the Loan Amount on the terms and subject to the conditions described herein and in the Note have been taken prior to the Closing. Lender h as full corporate power and authority to execute and deliver this Agreement and the other Transaction Documents and to perform its obligations thereunder, Each Transaction Document to which it is a party is a valid and binding obligation of Lender enforceable against it in accordance with its terms, except as limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, (b) general principles of equity that restrict the availability of equitable remedies, and (c) applicable securities laws regarding the enforceability of indemnification provisions.

4.CLOSING DELIVERIES.

4.1 Deliveries by the Company at Closing. The Company shall deliver the following to the Lender at Closing:

(a) Note. The first Note in the principal amount of $250,000 shall have been duly executed and delivered by the Company to the Lender.

3

(b) Security Agreement. The Security Agreement shall have been duly executed and delivered by the Company to the Lender.

4.2 Closing Deliveries by the Lender at Closing. The Lender shall deliver the following to the Company at Closing:

(a)Purchase Amount. The Lender shall have delivered to a dual signatory escrow account in the United States of Ameica by check or wire transfer $250,000. Mr. Joeseph Razelle and Mr. Chunrui Yang shall be the authorized signatories of the account.

(b)Security Agreement. The Lender shall have executed and delivered the Security Agreement.

4.3Subsequent Closings. In connection with the subsequent loans by Lender described in Section 1.1 above, the Company shall issue a new Note to the Lender upon receipt of the subsequent loan amount.

5. MISCELLANEOUS.

5.1 Binding Agreement. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any third party any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

5.2 Governing Law. THIS AGREEMENT HAS BEEN DELIVERED TO AND ACCEPTED BY THE LENDER AND WILL BE DEEMED TO BE MADE IN THE STATE OF TEXAS. THIS AGREEMENT WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ITS CONFLICT OF LAWS RULES.

5.3 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

5.4 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

6.5 Notices. Any notice required or permitted hereunder shall be in writing and shall be deemed to have been given on the date of delivery, if personally delivered to the party to whom notice is to be given or if delivered by a reputable courier service or overnight delivery service, or on the fifth business day after mailing, if mailed to the party to whom notice is to be given, by certified mail, return receipt requested, postage prepaid, and addressed as follows (or to such other address as the appropriate party may provide to the other parties by notice pursuant to this section):

4

If to the Company, to:

Dal & Associates, P.C.,

136-20 38th Avenue, Suite 9F, Flushing, New York 11354

If to the Lender, to:

CHINA GROWTH INC.

11200 Westheimer, Suite 508 Houston, TX 77042

Attn: Joe Rozelle

5.5 Modification; Waiver. No modification or waiver of any provision of this Agreement or consent to departure therefrom shall be effective unless in writing and approved by the Company, the Lender and Trident.

5.6 Entire Agreement. This Agreement and the Exhibits hereto and the other Transaction Documents constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and no party shall be liable or bound to any other in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein.

5.7 Successors and Assigns. This Agreement may not be transferred by the Lender without the written consent of the Company, except in the case of transfers to affiliates of the Lender for which no consent is required. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto and shall inure to the benefit of and be enforceable by each p erson who shall be a holder of the Note from time to time.

[SIGNATURE PAGE FOLLOWS]

5

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

LENDER:

CHINA GROWTH INC.

By (signature):    

Name:  

Title: 

Address for Notice:

11200 Westheimer Rd, Suite 508

Houston, Texas 77042

Attn: President

COMPANY:

JIANGMENT WEALTH ENVIRONMENT PROTECTION Co., LTD

By (signature):	/s/ Mingzhuo Tan
	Mingzhuo Tan, Chief Executive Officer

INDIVIDUAL SHAREHOLDERS OF THE COMPANY:

By

SECURED NOTE PURCHASE AGREEMENT

SIGNATURE PAGE

6

Exhibit A

Form of Promissory Note

7

Exhibit B

Form of Security Agreement

8

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

LENDER:

Address for Notice:

11200 Westheimer Rd, Suite 508

Houston, Texas 77042

Attn: President

COMPANY:

JIANGMEN WEALTH ENVIRONMENT PROTECTION CO., LTD

By (signature):	/s/ Mingzhuo Tan
	Mingzhuo Tan, Chief Executive Officer

INDIVIUAL SHAREHOLDERS OF THE COMPANY:

By

SECURED NOTE PURCHASE AGREEMENT

SIGNATURE PAGE

9

EX-10.29

Exhibit 10.29

 The Securities represented by this Note have not been registered under the Securities Act of 1933, as amended ("Acf'), or applicable state securities laws ("State Acts") and shall not be sold, hypothecated, donated or otherwise transferred unless Borrower shall have received an opinion of legal counsel for Borrower, or such other evidence as may be satisfactory to Legal Counsel for Borrower, to the effect that any such transfer shall not require registration under the Act and the State Acts.

JIANGMEN WEALTH ENVIRONMENT PROTECTION Co.,LTD

10.00 % SENIOR PREFERRED SECURED NOTE

$250,000  No. 1

DATE OF ISSUE: MAY  , 2010

Jiangmen Wealth Environment Protection Co.,Ltd, a China Corporation (hereinafter referred to as "Borrower") is indebted and, for value received, herewith promises to pay to:

CHINA GROWTH INC.

or to its order (together with any assignee, jointly or severally, the "Holder" or "Lender") on or before the Termination Date (as defined in Paragraph 2 below), the sum of Two Hundred Fifty Thousand Dollars ($250,000) (the "Principal Amount") and to pay interest on the Principal Amount at the rate of ten percent (10.00%) per annum as provided herein. In furtherance thereof, and in consideration of the premises, Borrower covenants, promises and agrees as follows:

1.          Interest: Interest on the Principal Amount outstanding from time to time shall accrue at the rate of 10.00% per annum on the basis of four quarters at 90 days each and interest for any partial periods being determined as even the portion of actual days elapsed in such quarter in w hich the payment occurs and be payable in cash via wire transfer of immediately available funds in equal quarterly installments commencing on the last day of January, 2011 and subsequent payments shall be made on the last day of March, June and September thereafter until the Principal Amount and all accrued and unpaid interest shall have been paid in full. Overdue principal and interest on this Note shall, to the extent permitted by applicable law, bear interest at the rate of eighteen percent (18.00%) per annum. All payments of both principal and interest shall be made at 11200 Westheimer, Suite 508, Houston, TX 77042, or at such other place as may be designated by the Holder hereof in writing to Borrower.

2.          Maturity:, If not sooner accelerated or converted pursuant to Section 6, this Note shall mature on the earlier of (a) the one year anniversary of the date of issue, (b) a Public Offering, (c) a Qualified Equity Funding, or (d) the occurrence of a Change of Control or Change of Own ership (the "Termination Date"), at which time all then remaining unpaid principal, interest and any other charges then due under the Transaction Documents shall be due and payable in full via wire transfer of immediately available funds. As used above, a "Qualified Equity Financing" shall mean a sale by the Borrower of its equity securities that raises at least $7,500,000 for the Borrower.

3.SeniorIndebtedness: This Note shall is secured by a security agreement of even date herewith and the Borrower also represents that there are no other notes or liens outstanding.

1

4.Taxes: Borrower shall pay any documentary or other transactional taxes attributable to the issuance or delivery of this Note (excluding any federal, state or local income taxes and any franchise taxes or taxes imposed upon the Holder by the jurisdiction, or any political subdivision thereof, under which such Holder is organized or is qualified to do business.)

5.Default:

(a)Event of Default: An "Event of Default" shall exist if any one or more of the following events (collectively, "Events of Default") shall occur and be continuing:

(i)Borrower shall fail to pay when due (or shall state in writing an intention not to pay or its inability to pay) any installment of interest on or principal of, this Note or any fee, expense or other payment required hereunder and the continuance of such failure for a period of ten (10) business days thereafter;

(ii)Borrower commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to Borrower, or there is commenced against Borrower any such case or proceeding that is not dismissed within sixty (60) days after commencement;

(iii)Borrower is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered;

(iv)Borrower makes an assignment for the benefit of its creditors;

(v)an application for the appointment of a receiver or liquidator for Borrower or any of its material assets is made by a creditor; and

(vi)Borrower defaults with respect to other indebtedness in excess of $100,000 to any Person other than Lender with the exception of commercial loans from Chinese banks for normal business courses.

(b)Remedies Upon Event of Default: If an Event of Default shall have occurred and be continuing for thirty (30) days following notice of such Event of Default to Borrower by Lender without being cured to the satisfaction of Lender (other than an Event of Default under Section 4(a)(i), for which no additional cure period shall be applicable), then Lender may exercise any one or more of the following rights and remedies, and any other remedies provided in the Transaction Documents, as Lender in its sole discretion, may deem necessary or appropriate:

(i)declare the unpaid Principal Amount (after application of any payments or installments received by Lender) of, and all interest then accrued but unpaid on, this Note and any other liabilities hereunder to be forthwith due and payable, whereupon the same shall forthwith become due and payable without presentment, demand, protest, notice of default, notice of acceleration or of intention to accelerate or other notice of any kind, all of which Borrower hereby expressly waives;

(ii)reduce any claim to judgment;

2

(iii)in its sole discretion extend or otherwise amend the terms of the note as permissible by law to avoid default, and/or

(iv)without notice of default or demand, pursue and enforce any of Lender's rights and remedies under the Transaction Documents, or otherwise provided under or pursuant to any applicable law or agreement, all of which rights may be specifically enforced.

(c)           Remedies Nonexclusive: Each right, power or remedy of the Holder upon the occurrence of any Event of Default as provided for in this Note or now or hereafter ex isting at law or in equity or by statute shall be cumulative and concurrent and shall be in addition to every other right, power or remedy provided for in this Note or now or hereafter existing at law or in equity or by statute, and the exercise or beginning of the exercise by the Holder or transferee hereof of any one or more of such rights, powers or remedies shall not preclude the simultaneous or later exercise by the Holder of any or all such other rights, powers or remedies.

(d)           Expenses: Upon the occurrence of an Event of Default, which occurrence is not cured within the cure period, if any provided therefor, Borrower agrees to pay and shall pay all costs and expenses (including Lender's reasonable attorneys' fees and expenses) reasonably incurred by Lender in connection with the preservation and enforcement of Lender's rights under the Transaction Documents, including interest at the lesser of: (i) eighteen percent (18%) per annum or (ii) the maximum rate allowed under applicable law, from the date of the default at the maximum rate permitted by law computed on the unpaid Principal Amount.

6.Acceleration of Term:

(a)Acceleration of Term: Upon any of the events listed below, this Note will become immediately due and must be paid within 30 days to avoid an Event of Default:

(i)If the Company's audited U.S. GAAP net income is lower than Nine (9) million U.S. Dollars or net assets are less than Fourteen (14) million U.S.

(ii)If the is Company is unable to deliver audited U.S. GAAP financials before September 30, 2010,

(iii)If the Company elects not to consummate the Combination .

(b)Adjustment of amount due and acceleration of term: If it is determined that the Combination will not occur for any reason other than those listed in Section 6. (a), the amount of the Note plus accrued interest will automatically be reduced by fifty percent (50%) in the aggregate and

7.Conversions:

A.Mandatory Conversion. This Note shall automatically be converted (the "Mandatory Conversion") into 350,000 Shares of the Borrower (the "Conversion Shares") on a post converted basis immediately prior to the merger, share exchange or other combination o f the Borrower into CHINA GROWTH INC. ("the Combination"). Deferred interest on the note will convert at the rate described in section 6 (C).

3

B.Optional Conversion. Notwithstanding anything to the contrary contained in this Section 6 hereof or elsewhere, the Holder, at its sole option, shall have the right to convert from time to time, any or all of the Principal Amount into Conversion Shares at the Conversion Price by submitting a written notice (the "Optional Conversion Election Form"), in the fonn of Exhibit A annexed hereto, electing r.o exercise its optional conversion rights (the "Optional Conversion").

i. If the Company elects not to consummate the Combination, the Lender will have the right to convert this note, into 3.2% of the Company's total outstanding common equity.

a.Conversion Price. The number of Units to be issued upon conversion of the Principal Amount shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price (as defined below). The term "Conversion Amount" means, with respect to any conversion of this Note, the Principal Amount that the holder is electing to so convert (or that is required to be converted pursuant to a Mandatory Conversion) and for this purpose all related deferred interest shall be ignored and forgiven. The "Conversion Price" shall be $0.71 (subject to adjustment as provided in Section 7 of this Agreement).

b.Conversion Mechanics.

(i)           Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with the terms of Section 6 of this Note, the Holder shall be required to physically surrender this Note (or any affidavit of lost Note) to the Borrower in order to receive the Conversion Shares due upon conversion of this Note by the Borrower.

(ii)Deliveryof Shares Upon Conversion. Upon receipt by the Borrower of this Note (or any affidavit of lost Note) and provided the Holder has converted this Note in accordance with the requirements of Section 6 of this Note, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder the Conversion Shares and if the Conversion Shares are certificated, the Borrower shall issue to the Holder certificates representing the Conversion Shares no later than five (5) business days after such receipt (the "Deadline").

c.Concerning the Shares. Conversion Shares may not be sold or transferred unless (i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the Borrower or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or (iii) such shares are sold or transferred pursuant to Rule 144 under the Act for a successor rule) ("Rule 144") or (iv) such shares are transferred to an "affiliate" (as defined in Rule 144) of the Holder who agrees to sell or otherwise transfer the shares only in accordance with this Note and who is an accredited investor. Until such time as the Conversion Shares may be registered under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for Conversion Shares that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate:

4

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SAID ACT."

The legend set forth above shall be removed and the Borrower shall issue to the Holder a new certificate therefor free of any transfer legend if (i) the Borrower or its transfer agent shall have received an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such shares may be made without registration under the Securities Act and the shares are so sold or transferred, (ii) such Holder provides the Borrower or its transfer agent with reasonable assurances that the Conversion Shares can be sold pursuant to Rule 144 or Rule 144(k) or (iii) if the Conversion Shares are registered for resale under an effective registration statement filed under the Act.

F.Status as Shareholder. Upon submission of this Note by the Holder and the satisfaction of the Conversion Conditions by the Holder, (i) the Units covered thereby shall be deemed Conversion Shares and (ii) the Holder's rights as a Holder of this Note shall cease and terminate, excepting only the right to receive certificates for the Conversion Shares and to any remedies provided herein or otherwise available at law or in equity to such Holder because of a failure by t he Borrower to comply with the terms of this Note.

8. Anti-Dilution Provisions. The Conversion Price in effect at any time and the number and kind of securities issuable upon conversion of this Note shall be subject to adjustment from time to time upon the happening of certain events as follows:

A.Adjustment for Stock Splits and Combinations. If the Borrower at any time or from time to time on or after the date of the issuance of this Note (the "Original Issuance Date") effects a subdivision of the outstanding Units other than the planned split that is already contemplated by the Borrower and already factored into the Conversion Price, the Conversion Price then in effect immediately before that subdivision shall be proportionately decreased, and conversely, if the Borrower at any time or from time to time on or after the Original Issuance Date combines the outstanding shares of Common Stock into a smaller number of shares, the Conversion Price then in effect immediately before the combination shall be proportionately increased. Any adjustment under this Section 7A shall become effective at the close of business on the date the subdivision or combination becomes effective.

5

B.           Adjustment for Certain Dividends an Distributions. If the Borrower at any time or from time to time on or after the Original Issuance Date makes or fixes a record date for the determination of holders of Units entitled to receive, a dividend or other distribution payable in additional Units, then and in each such event the Conversion Price then in effect shall be decreased as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, by multiplying the Conversion Price then in effect by a fraction (1) the numerator of which is the total number of Units issued and outstanding immediately prior to the time of such issuance or the close of business on such record date and (2) the denominator of which shall be the total number of Units issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of Units issuable in payment of such dividend or distribution; provided, however, that if such record date is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Conversion Price shall be adjusted pursuant t o this Section 7B as of the time of actual payment of such dividends or distributions.

C.           Mjustments for Other Dividends and Distributions. In the event the Borrower at any time or from time to time on or after the Original Issuance Date makes, or fixes a record date for the determination of holders of Units entitled to receive, a dividend or other distribution payable in securities of the Borrower other than Units, then and in each such event provision shall be made so that the Holders of Notes shall receive upon conversion thereof, in addition to the number of Units receivable thereupon, the amount of securities of the Borrower which they would have received had their Notes been converted into Units on the date of such event and had they thereafter, during the period from the date of such event to and including the conversion date, retained such securities receivable by them as aforesaid during such period, subject to all other adjustments called for during such period under this Section 7 with respect to the rights of the Holders of the Notes.

D.           Adjustment for Reclassification. Exchange and Substitution. In the event that at any time or from time to time on or after the Original Issuance Date, the Units issuable upon the conversion of the Notes is changed into the same or a different number of units of equity of any kind, whether by recapitalization, reclassification or otherwise (other than a subdivision or combination of Units or Unit dividend or a reorganization, merger, consolidation or sale of assets, provided for elsewhere in this Section 7), then and in any such event each Holder of Notes shall have the right thereafter to convert such Notes to receive the kind and amount of equity units and other securities and property receivable upon such recapitalization, reclassification or other change, by holders of the maximum number of Units for which such Notes could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein.

E.           Reorganizations, Mergers, Consolidations or Sales of Assets. If at any time or from time to time on or after the Original Issuance Date there is a capital reorganization of the Units (other than a recapitalization, subdivision, combination, reclassification or exchange of shares provided for elsewhere in this Section 7) or a merger or consolidation of the Borrower with o r into another corporation, or the sale of all or substantially all of the Borrower's properties

6

and assets to any other person, then, as a part of such reorganization, merger, consolidation or sale, provision shall be made so that the Holders of the Notes shall thereafter be entitled to receive upon conversion of the Notes the number of Units or other securities or property to which a holder of the number of Units deliverable upon conversion would have been entitled on such capital reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 7 with respect to the rights of the Holders of the Notes after the reorganization, merger, consolidation or sale to the end that the provisions of this Section 7 (including adjustment of the Conversion Price then in effect and the number of Units to be received upon conversion of the Notes) shall be applicable after that event and be as nearly equivalent as may be practicable.

9.Failure to Act and Waiver: No failure or delay by the Holder hereof to require the performance of any term or terms of this Note or not to exercise any right, or any remedy shall constitute a waiver of any such term or of any right or of any default, nor shall such delay or failure preclude the Holder from exercising any such right, power or remedy at any later time or times. By accepting payment after the due date of any amount payable under this Note, the Holder shall not be deemed to waive the right either to require payment when due of all other amounts payable, or to later declare a default for failure to effect such payment of any such other amount. The failure of the Holder to give notice of any failure or breach of Borrower under this Note shall not constitute a waiver of any right or remedy in respect of such continuing failure or breach or any subsequent failure or breach.

10.           Consent to Jurisdiction:, Borrower hereby agrees and consents that any action, suit or proceeding arising out of this Note may be brought in any appropriate state or federal court in the State of Texas, and, by the issuance and execution of this Note, Borrower and the Lender each irrevocably consents to the jurisdiction of each such court.

11.         Holder's Right to Request Multiple Notes: The Holder shall, upon written request and presentation of the original Note, have the right, at any interest payment date, to request division of this Note into two or more units, each of such to be in such amounts as shall be requested; provided however that no notes shall be issued in denominations of face amount less than Fifty Thousand Dollars ($50,000).

12.          Transfer: This Note may be transferred on the books of Borrower by the registered Holder hereof, or by Holder's attorney duly authorized in writing, only upon (i) delivery to Borrower of a duly executed assignment of the Note, or part thereof, to the proposed new Holder, alo ng with a current notation of the amount of payments received, and presentment of such Note to Borrower for issue of a replacement Note, or Notes, in the name of the new Holder, (ii) the designation by the new Holder of Holder's agent for notice, such agent to be the sole party to whom Borrower shall be required to provide notice when notice to Holder is required hereunder and who shall be the sole party authorized to represent Holder in regard to modification or waivers under this Note or the Security Agreement; and any action, consent or waiver, (other than a compromise of principal and interest), when given or taken by Holder's agent for notice, shall be deemed to be the action of the Holders of a majority in amount of the Principal Amount of the Note, as such holders are recorded on the books of Borrower, and (iii) in compliance with the legend to read:

7

"THE SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), OR APPLICABLE STATE SECURITIES LAWS ("STATE ACTS") AND SHALL NOT BE SOLD, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED UNLESS BORROWER SHALL HAVE RECEIVED AN OPINION OF LEGAL COUNSEL FOR BORROWER, OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO LEGAL COUNSEL FOR BORROWER, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT REQUIRE REGISTRATION UNDER THE ACT AND THE STATE ACTS."

The Borrower shall be entitled to treat any Holder of record of this Note as the Holder in fact thereof and of this Note and shall not be bound to recognize any equitable or other claim to or interest in this Note in the name of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of Texas.

13.Notices: All notices and communications under this Note shall be in writing and shall be either delivered in person or by overnight delivery and accompanied by a signed receipt therefor; or mailed first-class United. States certified mail , return receipt requested, postage prepaid, and addressed the address for notice as stated in the Note Purchase Agreement. Any notice of communication shall be deemed to have been given or made as of the date of such delivery if delivered, or if mailed, then when deposited in the mail, postage prepaid by registered or certified mail, return receipt requested.

14.Maximum Interest Rate: Regardless of any provision contained in this Note, the Holder shall never be entitled to receive, collect or apply as interest on the Note any amount in excess of interest calculated at the Maximum Rate (as defined below), and, in the event that the Holder e ver receives, collects or applies as interest any such excess, the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the Principal Amount of this Note is paid in full, any remaining excess shall forthwith be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, Borrower and the Holder shall, to the maximum extent permitted under applicable law, (1) characterize any non principal payment as an expense, fee or premium rather than as interest; (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, pro rate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of this Note; provided that, if this Note is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence t hereof exceeds interest calculated at the Maximum Rate, the Holder shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Note and, in such event, the Holder shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at the Maximum Rate.

8

"Maximum Rate" shall mean, on any day, the lesser of (i) eighteen percent (18%) or (ii) highest non-usurious rate of interest (if any) permitted by applicable law on such day that at any time, or from time to time, may be contracted for, taken, reserved, charged or received on the indebtedness evidenced by this Note under the laws which are presently in effect of the United States of America and the State of Teas or by the laws of any other jurisdiction which are or may be applicable to the Holders of this Note and such indebtedness or, to the extent permitted by law, under such applicable laws of the United States of America and the State of Texas or by the laws of any other jurisdiction which are or may be applicable to the Holder of this Note a nd which may hereafter be in effect and which allow a higher maximum non-usurious interest rate than applicable laws now allows.

15.Rights under Transaction Documents: This Note is issued pursuant to that certain Note Purchase Agreement of even date herewith between the Lender and Borrower (the "Note Purchase Agreement"), and the Holder hereof is entitled to all the rights and benefits, and is subject to all the obligations of Lender under said agreement. Capitalized terms used herein which are not defined in this Note., shall have the meaning stated in the Note Purchase Agreement. Both Borrower and the Holder have participated in the negotiation and preparation of the Note Purchase Agreement, this Note and the other Transaction Documents. Borrower agrees that a copy of the Note Purchase Agreement with all amendments, additions and substitutions therefore shall be available to the Holder at the offices of Borrower. This Note is secured pursuant to a security agreement of even date herewith by and between Borrower and the Lender.

16.Governing Law: This Note shall be governed by and construed and enforced in accordance with the laws of the State of Texas, or, where applicable, the laws of the United States without regard to conflict of laws principles. There are no unwritten oral agreements between the parties.

IN WITNESS WHEREOF, the undersigned Borrower has caused this Note to be duly issued and executed on the Date of Issue as stated above.

Jiangmen Wealth Environment Protection Co.,LTD
By:	/s/ Mr. Mingzhuo Tan
	Mr. Mingzhuo Tan

9

EX-16.1

Exhibit 16.1

February 25, 2011

Office of the Chief Accountant

Securities and Exchange Commission

100F Street, NE

Washington, D.C. 20549

Dear Sir/Madam:

We have read the statements included under Item 4.01 in the Amendment to Form 8-K dated February 25, 2011 of China Growth Corporation to be filed with the Securities and Exchange Commission and we agree with such statements insofar as they relate to our dismissal and our audits for the years ended June 30, 2010 and 2009, and our reviews of interim financial statements. We cannot confirm or deny that the appointment of Ham, Langston & Brezina, LLP was approved by the Board of Directors, or that they were not consulted prior to their appointment as auditors.

Very truly yours,

PMB Helin Donovan, LLP

/s/ PMB Helin Donovan, LLP

Austin, Texas

EX-99.1

Exhibit 99.1

WEALTH ENVIRONMENTAL PROTECTION GROUP, INC.

Consolidated Financial Statements with Report of Independent Registered Public Accounting Firm

for the years ended December 31, 2009 and 2008

1

WEALTH ENVIRONMENTAL PROTECTION GROUP, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2009 and 2008
			Page
	Report of Independent Registered Public Accounting Firm		3
	Consolidated Balance Sheets as of December 31, 2009 and 2008		4
	Consolidated Statements of Income and Comprehensive Income for the years
		ended December 31, 2009 and 2008	5
	Consolidated Statements of Shareholders’ Equity for the years ended
		December 31, 2009 and 2008	6-7
	Consolidated Statements of Cash Flows for the years ended December 31, 2009
		and 2008	8
	Notes to Consolidated Financial Statements		9 -29

2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Management of

Wealth Environmental Protection Group, Inc.

We have audited the accompanying consolidated balance sheets of Wealth Environmental Protection Group, Inc. (the “Company”), as of December 31, 2009 and 2008, and the consolidated statements of income and comprehensive income, shareholders’ equity, and cash flows for the years then ended.  These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test 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. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2009 and 2008, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

As described in Note 12 to the consolidated financial statements, the Company restated certain amounts previously reported which affected beginning retained earnings as of December 31, 2007 and cash flows from investing and financing activities for the years ended December 31, 2009 and 2008.

Ham, Langston & Brezina, L.L.P.

October 28, 2010, except for note 12,

as to which the date is February 22, 2011

3

WEALTH ENVIRONMENTAL PROTECTION GROUP, INC.
CONSOLIDATED BALANCE SHEETS
	As of December 31,
	2009		2008
ASSETS	(As Restated)		(As Restated)
Current assets:
Cash and cash equivalents	$	12,722,568	$	7,755,423
Accounts receivable		888,190		1,650,467
Inventories		595,543		632,982
Other		1,467		1,467
Total current assets		14,207,768		10,040,339
Property, plant and equipment and land and mining rights, net		15,821,915		16,897,489
Patents, net		-		38,498
Other		-		5,858
Total assets	$	30,029,683	$	26,982,184
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	264,658	$	541,263
Accrued expenses		467,388		384,046
Value added taxes payable		335,787		303,914
Other taxes payable		66,272		54,544
Income tax payable		856,635		601,286
Total current liabilities		1,990,740		1,885,053
Deferred income taxes		197,319		152,056
Total liabilities		2,188,059		2,037,109
Commitments and contingencies
Shareholders' equity:
Common stock: $1.00 par value, 10,000
shares authorized, 7,000 shares issued
and outstanding		7,000		7,000
Additional paid-in capital		15,061,970		15,061,970
Accumulated other comprehensive income		3,291,703		3,287,660
Due from shareholders		-		(9,294,795	)
Retained earnings (the restricted portion of retained earnings
is $496,396 at December 31, 2009 and 2008)		9,480,951		15,883,240
Total shareholders' equity		27,841,624		24,945,075
Total liabilities and shareholders’ equity	$	30,029,683	$	26,982,184
The accompanying notes form an integral part of these consolidated financial statements

4

WEALTH ENVIRONMENTAL PROTECTION GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
	Year Ended December 31,
	2009			2008
Net revenue		$	38,975,961	$	31,185,389
Cost of goods sold			20,703,600		16,250,776
Gross profit			18,272,361		14,934,613
Operating expenses:
Selling and marketing			1,454,054		1,151,675
General and administrative			2,251,883		2,071,105
Total operating expenses			3,705,937		3,222,780
Income from operations			14,566,424		11,711,833
Interest income			43,649		69,975
Income before provision for income taxes			14,610,073		11,781,808
Provision for income taxes			3,652,518		2,945,452
Net income			10,957,555		8,836,356
Other comprehensive income - foreign currency
translation adjustments			4,043		1,808,700
Comprehensive income		$	10,961,598	$	10,645,056
Net income per common share - basic and diluted		$	1,565.36	$	1520.72
Weighted average number of common shares outstanding -
basic and diluted			7,000		7,000
The accompanying notes form an integral part of these consolidated financial statements

5

WEALTH ENVIRONMENTAL PROTECTION GROUP, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
										Accumulated
							Additional			Other
	Common Stock						Paid-In			Comprehensive
	Shares			Amount			Capital			Income
Balance as of January 1, 2008
as previously reported			7,000		$	7,000		$	15,068,970	$	1,478,960
Correction of errors in prior
periods (Note 12)			-			-			-		-
Balance as of January 1, 2008
as restated			7,000			7,000			15,068,970		1,478,960
Net income			-			-			-		-
Loans to shareholders			-			-			-		-
Other comprehensive income -
foreign currency translation
Adjustments			-			-			-		1,808,700
Balance as of December 31, 2008,
as restated			7,000			7,000			15,068,970		3,287,660
Net income			-			-			-		-
Loans to shareholders			-			-			-		-
Declaration of dividend			-			-			-		-
Other comprehensive income -
foreign currency translation
adjustments			-			-			-		4,043
Balance as of December 31, 2009,
as restated		$	7,000		$	7,000		$	15,068,970	$	3,291,703
The accompanying notes form an integral part of these consolidated financial statements

6

WEALTH ENVIRONMENTAL PROTECTION GROUP, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
												Total
	Due From				Retained Earnings							Shareholders'
	Shareholders				Restricted			Unrestricted				Equity
Balance as of January 1, 2008,
as previously reported		$	(7,000	)		$	496,396		$	6,860,780		$	23,905,106
Correction of errors in prior
periods (Note 12)			-				-			(310,292	)		(310,292	)
Balance as of January 1, 2008,
as restated			(7,000	)			496,396			6,550,488			23,594,814
Net income			-				-			8,836,356			8,836,356
Loans to shareholders, as restated			(9,294,795	)			-			-			(9,294,795	)
Other comprehensive income -
foreign currency translation
Adjustments			-				-			-			1,808,700
Balance as of December 31, 2008,
as restated			(9,301,795	)			496,396			15,386,844			24,945,075
Net income			-				-			10,957,555			10,957,555
Loans to shareholders			(8,065,049	)			-			-			(8,065,049	)
Dividend declared, as restated			17,359,844				-			(17, 359,844	)		-
Other comprehensive income -
foreign currency translation
Adjustments			-				-			-			4,043
Balance as of December 31, 2009,
as restated		$	(7,000	)		$	496,396		$	8,984,555		$	27,841,624
The accompanying notes form an integral part of these consolidated financial statements

7

WEALTH ENVIRONMENTAL PROTECTION GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
	Year Ended December 31,
	2009			2008
	(As Restated)			(As Restated)
Cash flows from operating activities:
Net income	$	10,957,555		$	8,836,356
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation and amortization		1,120,951			1,043,313
Deferred income taxes		45,263			65,556
Loss on write-down of patents		33,380			-
Changes in operating assets and liabilities:
Accounts receivable		761,858			(75,492	)
Inventories		37,428			67,253
Other assets		5,855			(5,755	)
Accounts payable		(276,452	)		10,325
Other accrued liabilities		83,292			56,620
Value added taxes payable		31,849			91,088
Other taxes payable		11,720			12,755
Income tax payable		255,162			(29,186	)
Net cash provided by operating activities		13,067,861			10,072,833
Cash flows from investing activities:
Purchase of property, equipment and improvement		(40,637	)		(92,496	)
Purchase of patents		-			(25,215	)
Net cash used for investing activities		(40,637	)		(117,711	)
Cash flows from financing activities:
Due to shareholders ultimately declared as a dividend		(8,065,029	)		(9,272,639	)
Net cash used for financing activities		(8,065,029	)		(9,272,639	)
Effect of exchange rate changes on cash and cash equivalents		4,950			588,377
Net increase in cash and cash equivalents		4,967,145			1,270,860
Cash and cash equivalents at the beginning of year		7,755,423			6,484,563
Cash and cash equivalents at the end of year	$	12,722,568		$	7,755,423
Supplemental disclosure of cash flow information:
Income taxes paid	$	3,352,094		$	2,909,082
Non-cash investing and financing activities:
Decrease in balance of due from shareholders
through declaration and payment of dividend	$	17,359,844		$	-
The accompanying notes form an integral part of these consolidated financial statements

8

WEALTH ENVIRONMENTAL PROTECTION GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) Organization, Nature of Business and Basis of Presentation

Wealth Environmental Protection Group, Inc. ("Wealth"), a private company, was incorporated under the laws of British Virgin Islands on June 3, 2010 to serve as an investment holding company of  Wealth Environmental Technology Holding Ltd. Following is an analysis of the subsidiaries of Wealth:

	Domicile and
	Date of	Paid -In		Effective
Name and Location	Incorporation	Capital		Ownership	Activities
Wealth Environmental	Hon Kong -	$	-	100% Owned	Holding Company
Technology Holding Ltd.	June 18, 2010
("Wealth Technology")
Hong Kong
Jiangmen Huiyuan	PRC -	$	-	100% Owned -	Holding Company
Environmental Protection	July 22, 2010			Wholly
Technology Consultancy Co.				Foreign
("Jiangmen Huiyuan")				Owned Entity
Jiangmen, Guandong Province				("WFOE)
Jiangmen Wealth Water	PRC	$	4,049,060	100% Control	Manufacturing of water
Purifying Agent Co., Ltd				Through	purifying agents
("Jiangmen Wealth Water")				Contractual
Jiangmen, Guandong Province				Arrangements
Guizhou Yufeng Melt Co.,	PRC	$	4,233,854	100% Control	Manufacturer of HAC
Ltd. ("Guizhou Yufeng")				Through	Powder using bauxite
Guizhou Provincre				Contractual	and limestone from mines
				Arrangements	controlled under mining
					rights agreements
Shangxi Wealth Aluminate	PRC	$	6,786,056	100% Control	Manufacturer of HAC
Materials Co., Ltd				Through	Powder using bauxite
Shangxi Province				Contractual	and limestone from mines
				Arrangements	controlled under mining
					rights agreements

On September 29, 2010, Jiangmen Huiyuan entered into a series of contractual agreements with Jiangmen Wealth Water, and its shareholders, in which Jiangmen Huiyuan effectively assumed management of the business activities of Jiangmen Wealth Water and has the right to appoint all executives and senior management and the members of the board of directors of Jiangmen Wealth Water. The contractual arrangements are comprised of a series of agreements, including an Exclusive Business Cooperation Agreement, Exclusive Option Agreement, Equity Interest Pledge Agreement and Power of Attorney, through which Jiangmen Huiyuan has the right to provide exclusive complete business support and technical and consulting service to Jiangmen Wealth Water for an annual fee in the amount of Jiangmen Wealth Water’s yearly net profits after tax. Additio nally, Jiangmen Wealth Water’s shareholders have pledged their rights, titles and equity interest in Jiangmen Wealth Water as security for Jiangmen Huiyuan to collect consulting and services fees provided to Jiangmen Wealth Water through an Equity Pledge Agreement. In order to further reinforce Jiangmen Huiyuan’s rights to control and operate Jiangmen Wealth Water, the shareholders of Jiangmen Wealth Water have granted Jiangmen Huiyuan the exclusive right and option to acquire all of their equity interests in Jiangmen Wealth Water through an Exclusive Option Agreement.

Continued

9

WEALTH ENVIRONMENTAL PROTECTION GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) Organization, Nature of Business and Basis of Presentation

Jiangmen Wealth Water owns all of the issued and outstanding capital stock of Guizhou Yufeng, and 62% of the issued and outstanding capital stock of Shanxi Wealth. The remaining 38% of the issued and outstanding capital stock of Shanxi Wealth is held by Mingzhuo Tan ("Mr. Tan"), our Chief Executive Officer. During the years ended December 31, 2009 and 2008, Mr. Tan and his spouse, Ms. Hong Yu Du (“Ms. Du”) directly or through an affiliated company, had controlling equity interests in Jiangmen Wealth Water, Guizhou Yufeng and Shanixi Wealth.   In August and September 2010, through a restructuring process, Jiangmen Wealth Water paid $74,705 and $463,160 to acquire 100% equity interest of Guizhou Yufeng and 62% equity interest of Shainxi Wealth, respectively. Upon completion of this restructuring, the remaining 38% of Shainxi Wealth was owned by Mr. Tan who assigned all the ownership rights including voting rights to Jiangmen Wealth Water.  Mr. Tan and Ms. Du collectively owned 100% of Jiangmen Wealth Water and its subsidiaries after this restructuring.

Based on Jiangmen Huiyuan’s contractual relationship with Jiangmen Wealth, the Company has determined that a variable interest entity has been created and therefore Jiangmen Wealth is considered a consolidated subsidiary of the Company. Additionally, because all of the companies are currently under common control, the series of agreements and restructurings referred to above has been accounted for as a reorganization of the entities and the financial statements have been prepared as if the reorganization had occurred retroactively.  Accordingly these financial statements present the consolidated operating results, assets and liabilities of Wealth and its subsidiaries, which are collectively referred to as the "Company"..

The Company produces and sells water purifying agents and high-performance aluminate calcium (HAC) powder in China. HAC powder, the core ingredient of its water purifying agents.

 (2) Summary of Significant Accounting Policies

The Consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP").

Consolidated Financial Statements

These financial statements present the consolidated accounts of Wealth and its subsidiaries, Wealth Technology, Jiangmen Huiyan, Jiangmen Wealth Water, Guizhou Yunfeng and Shanxi Wealth, which are collectively referred to as the "Company". This presentation is based upon the retroactive treatment of series of agreements and restructurings of companies under common control as described in Note 1.

 All inter-company transactions and balances have been eliminated in preparation of the Consolidated financial statements.

Use of Estimates

The preparation of Consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expenses in the Consolidated financial statements and accompanying notes. Significant accounting estimates reflected in the Company's Consolidated financial statements include collectibility of accounts receivable, useful lives and impairment of property and equipment, mineral reserves available for mining production, total expected use of mineral reserves and value and realizability of intangible assets.  Actual results could differ from those estimates.

Financial Accounting Standards Board ("FASB") Codification

In June 2009, the FASB issued Statement of Financial Accounting Standards ("SFAS") No. 168, "The FASB Accounting Standards Codification TM and the Hierarchy of Generally Accepted Accounting Principles - a replacement of FASB Statement No. 162" ("SFAS No. 168").  The FASB Accounting Standards Codification TM, ("Codification" or "ASC") became the source of authoritative GAAP recognized by the FASB to be applied by nongovernmental entities.  On the effective date of SFAS No. 168, the Codification superseded all then-existing non-SEC accounting and reporting standards.  All other non-grandfathered non-SEC accounting literature not included in the Codification became non-authoritative.

Continued

10

WEALTH ENVIRONMENTAL PROTECTION GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(2) Summary of Significant Accounting Policies, continued

Following SFAS No. 168, the FASB will no longer issue new standards in the form of Statements, FASB Staff Positions, FASB Interpretations, or Emerging Issues Task Force Abstracts; instead, it will issue Accounting Standards Updates ("ASUs").  The FASB will not consider ASUs as authoritative in their own right; rather, these updates will serve only to update the Codification, provide background information about the guidance, and provide the bases for conclusions on the change(s) in the Codification.  SFAS No. 168 is incorporated in ASC Topic 105, Generally Accepted Accounting Principles.  The Company adopted SFAS No. 168 for the year ended December 31, 2009, and the Company will provide reference in its financial statements to both the Codification topic reference and the previously authoritative referenc es related to Codification topics and subtopics, as appropriate.

Segments

For the years ended December 31, 2009 and 2008, the operations of the Company's operations have been broken down into segment based on production facility, in the manner that management reviews operations on a regular basis. All our operations revolve around the production of water purification agents made to similar specifications. All of the Company's segments have similar assets, customers and distribution methods, and their economic characteristics are similar with regard to their gross margin percentages.

Currency Reporting

Amounts reported are stated in U.S. Dollars, unless stated otherwise. The Company's functional currency is Renminibi (“RMB”). Foreign currency transactions (outside the PRC) are translated into RMB according to the prevailing exchange rate at the transaction dates. Assets and liabilities denominated in foreign currencies at the balance sheet dates are translated into RMB at period-end exchange rates. For the purpose of preparing the Consolidated financial statements, the Consolidated balance sheets of the Company have been translated into U.S. dollars at the current rates as of the end of the respective periods and the Consolidated statements of income have been translated into U.S. dollars at the weighted average rates during the periods the transactions were recognized. The resulting translation adjustments are recorded as other comprehensive income in the Consolidated statements of income and comprehensive income and as a separate component of the Consolidated statements of shareholders’ equity.

Following is analysis of exchange rates used in translating the Company's financial statements from the RMB to the US Dollar as of and for the years ended December 31, 2009 and 2008 (Amounts represent the number of RMB necessary to equal one US Dollar):

	2009		2008
Year-end  exchange rate		6.81720	6.81731
Average exchange rate for the year		6.82119	6.94035

Cash and Cash Equivalents

Cash and cash equivalents consist of cash at bank and on hand and highly liquid investments which are unrestricted as to withdrawal or use, and which have remaining maturities of three months or less when purchased.

Fair Value Disclosures of Financial Instruments

The Company has estimated the fair value amounts of its financial instruments using the available market information and valuation methodologies considered to be appropriate and has determined that the book value of the Company’s accounts receivable, inventories, loan from shareholders, accounts payable, value added taxes payable, other accrued liabilities, other taxes payable, and income tax payable as of December 31, 2009 and 2008 approximate fair value.

Continued

11

WEALTH ENVIRONMENTAL PROTECTION GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(2) Summary of Significant Accounting Policies, continued

Comprehensive Income

Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, items that are required to be recognized under current accounting standards as components of comprehensive income are required to be reported in a financial statement that is presented with the same prominence as other financial statements. The changes in other comprehensive income of $4,043 and $1,808,700 for the years ended December 31, 2009 and 2008, respectively, are foreign currency translation adjustments. 

Concentrations of Credit Risk

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable.  The Company places its cash and cash equivalents with reputable financial institutions with high credit ratings.

The Company conducts credit evaluations of customers and generally does not require collateral or other security from customers. When appropriate, the Company establishes an allowance for doubtful accounts based on various factors including the age of  receivables and factors relevant to the credit risk of specific customers. The Company has not experienced any significant credit losses on accounts receivable and at December 31, 2009 and 2008, managements analysis of customer accounts did not indicate any impaired or problem accounts for which a reserve should be established. Accordingly there is no allowance for doubtful accounts at December 31, 2009 or 2008.

Major Customers

During the years ended December 31, 2009 and 2008, there was no customer that accounted for 10% or more of the Company's net revenue. However, certain customers did account for more than 10% of open accounts receivable at year end as described in the accounts receivable policy footnote.

Major Suppliers

During the years ended December 31, 2009 and 2008, certain suppliers accounted for more than 10% of the Company's total net purchases as follows:

	Percentage of Total Purchases
	2009		2008
Supplier A		16.60%	16.00%
Supplier B		11.70%	12.10%

Revenue Recognition

The Company’s main source of revenue is generated from sales of water purifying agents and high-performance calcium aluminates powder. The Company recognizes revenue when there is persuasive evidence of a sales arrangement, delivery and acceptance by the customer has occurred, the sales price is fixed or determinable, and collection is probable. Under the Company's typical sales terms for both water purifying agents and HAC the Company recognizes revenue when product is shipped from it's production facilities because shipments are made FOB shipping point with the customer bearing all shipping costs and title and risk of loss transferring to the customer upon shipment. Sales terms for water purifying agents and HAC do not include customer acceptance provisions, the right of return (unless the product is proven to be defectiv e) or other post-delivery obligations. The Company has not experienced any significant returns associated  with defective product.

Value added taxes represent amounts collected on behalf of specific government agencies that require remittance of tax by specified dates. Value added taxes are collected at the time of sales and are detailed on invoices provided to customers. The Company accounts for value added taxes on a net basis. The Company recorded and paid sales related taxes based on a percentage of the value added taxes and reported the revenue net of the sales related taxes.

Continued

12

WEALTH ENVIRONMENTAL PROTECTION GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(2) Summary of Significant Accounting Policies, continued

Accounts Receivable

The Company evaluates the collection status of outstanding receivables at the end of each  reporting period and makes estimates of potential credit losses, if any. The Company has historically had no significant credit losses on its accounts receivable and, accordingly, has not provided an allowance for doubtful accounts as of December 31, 2009 or 2008. Following is an aged analysis of accounts receivable at December 31, 2009 and 2008:

	2009		2008
Current	$	888,190		1,650,467
1 - 30 days past due		-		-
30 - 60 days past due		-		-
60 - 90 days past due		-		-
Greater than 90 days past due		-		-
	$	888,190	$	1,650,467

At December 31, 2009 and 2008, certain customers accounted for more than 10% of accounts receivable as follows:

	2009			2008
Customer A	$	14	%	$	11	%
Customer B		25	%		26	%
Customer C		10	%		5	%
Customer D		11	%		-
Customer E		30	%		-
Customer F		-			29	%

Inventories

Finished goods and work-in-process inventories include the cost of raw materials, direct labor and manufacturing overhead. Raw materials inventory consists primarily of chemicals and coal for manufacturing. Inventories are stated at the lower of cost (weighted average cost) or market.

Cost of Goods Sold

Cost of goods sold includes raw material, direct labor and overhead costs. Overhead costs consist of depreciation of production equipments and leasehold improvements, amortization of patent costs, amortization of mining and land use rights, indirect labor, utilities, repairs and maintenance costs related to the Company’s production equipment and costs related to the Company’s distribution network.

Operating Expenses

Selling and marketing expenses include salaries and employee benefits, commission, sales rebates, travel and entertainment, regional office expenses and other selling expenses.

General and administrative expenses include management and office salaries and employee benefits, deprecation of office facilities, leasehold improvements, office equipment and automobiles, travel and entertainment, legal and accounting expenses, consulting fees, and other office expenses.

Continued  

13

WEALTH ENVIRONMENTAL PROTECTION GROUP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(2) Summary of Significant Accounting Policies, continued

Transportation Costs

Transportation charges represent costs to deliver the Company’s inventory to point of sale.  Substantially all sales by the Company are made FOB shipping point, and , accordingly, the customer bears the cost of shipping and the costs are not reflected in the Company's financial statements. In the infrequent circumstance that the Company pays transportation costs on product sold, such costs are expensed and charged to cost of sales as incurred.

The Company incurs substantial shipping costs in moving mined bauxite and limestone from its mines to its manufacturing facilities and in moving product between facilities for further processing.  Such freight-in transportation costs are recognized in the cost of inventory and recognized as expense as the underlying products are sold. Transportation costs of mined products are included in the cost of Bauxite and Limestone as specified in mining service contracts and totaled approximately $1,779,760 and $1,394,292 during the years ended December 31, 2009 and 2008, respectively. Transportation costs incurred in moving product between facilities totaled approximately $504,009 and $618,285 during the years ended December 31, 2009 and 2008, respectively.

Property, Plant and Equipment, and Land and Mining Rights

Property, equipment and equipment and land use rights are carried at cost less accumulated depreciation and amortization. Depreciation and amortization is calculated using the straight-line basis method over the following estimated useful lives:

	Estimated
Category	Useful Life
Land use rights		43 to 48 years
Mining rights		14 to 19 years
Leasehold improvement		20 to 40 years
Production equipment		5 to 30 years
Furniture and fixtures		5 years
Automobiles		5 years

Mining rights which are for definite terms ranging from 14 to 19 years, are amortized using the units of production method. In applying this method, the numerator is current year production and the denominator is expected production from mines over the life of the individual mining rights, with consideration of production limitations imposed by the mining rights agreements. See long-lived assets.

Intangible Assets

Acquired intangible assets with definite lives are amortized on a straight-line basis over their expected economic useful lives. The estimated economic useful lives of patents is 4 to 10 years.

Long-Lived Assets

If events or circumstances indicate the carrying amount of an asset may not be recoverable, management tests property and equipment and intangible assets with definite lives for impairment. If the estimated future cash flows are projected to be less than the carrying amount, an impairment write-down (representing the carrying amount of the long-lived asset which exceeds the present value of estimated expected future cash flows) is recorded as a period expense.

Continued

14

WEALTH ENVIRONMENTAL PROTECTION GROUP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(2) Summary of Significant Accounting Policies, continued

Long-Lived Assets,  continued

Events that would trigger an impairment test include the following:

•   A significant decrease in the market price of a long-lived asset.

•   A significant change in the use of long-lived assets or in its physical condition.

•   A significant change in the business climate that could affect an assets value.

•   An accumulation of cost significantly greater than the amount originally expected to acquire or construct a long-lived asset.

•   A current period operating or cash flow loss combined with a history of such losses or a forecast demonstrating continued losses associated with the use of a long-lived asset.

•   An expectation to sell or otherwise dispose of a long-lived asset significantly before the end of its estimated useful life.

Based on the Company's reviews during the  years ended December 31, 2009 and 2008, there were no events or circumstances that caused management to believe that impairment tests were necessary.

Value-Added Tax (“VAT”)

Enterprises or individuals, who sell commodities, engage in repair and maintenance or import or export goods in the PRC are subject to a value-added tax in accordance with the PRC laws. The value-added tax’s standard rate is 17% of the gross sales price and the Company records its revenue net of VAT. A credit is available whereby VAT paid on the purchases of semi-finished products or raw materials used in the production of the Company’s finished products can be used to offset the VAT due on the sales of the finished products.

Following is an analysis of VAT paid on purchases, VAT collected on sales and VAT remitted to PRC during the years ended December 31, 2009 and 2008, with information related to the liability for unremitted VAT at December 31, 2009 and 2008:

	2009			2008
VAT collected on sales	$	7,480,880		$	5,940,283
VAT paid on purchases		2,800,417			2,027,861
Net VAT collected		4,680,463			3,912,422
Amount remitted to the PRC		(4,648,590	)		(3,821,334	)
Liability at beginning of year		303,914			212,826
Liability at end of year	$	335,787		$	303,914

VAT is not included in revenue or cost of goods sold, but is recorded in accounts receivable and recognized as a net liability for unremitted amounts on the balance sheet. The amount of VAT collected on sales differs from the 17% expected amount due to intercompany sales for which VAT is reported. VAT included in accounts receivable was approximately $86,500 and $92,000 at December 31, 2009 and 2008, respectively.

Income Taxes

Deferred income taxes are recognized for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

Continued

15

WEALTH ENVIRONMENTAL PROTECTION GROUP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(2) Summary of Significant Accounting Policies, continued

Income Taxes, continued

The FASB prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company recognizes a tax benefit associated with an uncertain tax position when, in the judgment of management, it is more likely than not that the position will be sustained upon examination by a taxing authority. For a tax position that meets the more-likely-than-not recognition threshold, the Company initially and subsequently measures the tax benefit as the largest amount that the Company judges to have a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority. The liability associated with unrecognized tax benefits is adjusted periodically due to changing circumstances, such as the progress of t ax audits, case law developments and new or emerging legislation. Such adjustments are recognized entirely in the period in which they are identified. The Company's effective tax rate includes the net impact of changes in the liability for unrecognized tax benefits and subsequent adjustments as considered appropriate by management. The Company has not incurred any interest or penalties related to potential underpaid income tax expenses and has recognized no assets or liabilities associated with uncertain tax positions at December 31, 2009 or 2008.

U.S. income taxes are not provided on foreign earnings when such earnings are indefinitely reinvested offshore. The Company periodically evaluates its investment strategies for each foreign tax jurisdiction in which it operates to determine whether foreign earnings will be indefinitely reinvested offshore and, accordingly, whether U.S. income taxes should be provided when such earnings are recorded. At December 31, 2009 and 2008, all operations are in the PRC and management believes that all earnings will be indefinitely reinvested in the PRC.

Environmental Expenditures

The Company records liabilities for environmental assessments and (or) cleanup when it is probable a loss has been incurred and the costs can be reasonably estimated. Environmental liability estimates may include costs such as anticipated site testing, consulting, remediation, disposal, post-remediation monitoring and legal fees, as appropriate. The liability does not reflect possible recoveries from insurance companies or reimbursement of remediation costs by state agencies, but does include estimates of cost sharing with other potentially responsible parties. Estimates are not discounted, as the timing of the anticipated cash payments is not fixed or readily determinable. Claims for reimbursement of remediation costs are recorded when recovery is deemed probable.To date,Company has not had any significant recurring costs associated with managing hazardous materials and pollution in our on-going operations or any mandated expenditures to limit or remediate contamination.

Earnings Per Share

The Company accounts for earnings per common share in accordance with the relevant accounting guidance which requires companies to present basic earnings per share and diluted earnings per share. Basic earnings per share is computed by dividing net income attributable to the Company by the weighted-average number of shares of common stock outstanding during the year. Diluted earnings per common share is computed by dividing net income attributable to the Company by the weighted-average number of shares of common stock outstanding and dilutive securities outstanding during the year. In determining the number of shares outstanding and the weighted -average number of shares, the Company considered the effect of the restructuring described in Note 1

New Accounting Pronouncements

Effective April 1, 2009, the Company adopted authoritative guidance issued by the FASB, which is now codified in ASC 815 “Derivatives and Hedging” regarding the disclosures for derivative and hedging activities. The adoption of this guidance did not have a material impact on its Consolidated financial statements.

Continued

16

WEALTH ENVIRONMENTAL PROTECTION GROUP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(2) Summary of Significant Accounting Policies, continued

New Accounting Pronouncements, continued

Effective April 1, 2009, the Company adopted authoritative guidance codified as ASC 855 “Subsequent Events”, which establishes general standards for the accounting and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. In particular, ASC 855 sets forth the period after  the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements; and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. The adopt ion of this guidance did not have any significant impact on its financial condition or results of operations.

Effective July 1, 2009, the Company adopted the new guidance as issued by the FASB, which is now part of ASC 105 “Generally Accepted Accounting Principles”. ASC 105 has become the source of authoritative US GAAP recognized by the FASB to be applied by nongovernmental entities and provides that all such guidance carries an equal level of authority. The ASC is not intended to change or alter existing GAAP. ASC 105 is effective for interim and annual periods ending after September 15, 2009. The adoption of ASC 105 did not have any significant impact on its financial condition or results of operations.

Effective July 1, 2009, the Company adopted the amended authoritative guidance issued by the FASB regarding interim disclosures about fair value of financial instruments, which is now codified in ASC 805. The guidance requires disclosures about fair value of financial instruments for interim reporting periods as well as in annual financial statements of publicly traded companies. The guidance also requires those disclosures in summarized financial information at interim reporting periods. The adoption of this guidance did not have any significant impact on its financial condition or results of operations.

In September 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-13 “Revenue Recognition (Topic 605): Multiple Deliverable Revenue Element Arrangements – a consensus of the FASB Emerging Issues Task Force” (“ASU 2009-13”). The new guidance states that if vendor specific objective evidence or third party evidence for deliverables in an arrangement cannot be determined, companies will be required to develop a best estimate of the selling price to separate deliverables and allocate arrangement consideration using the relative selling price method. ASU 2009-13 will be applied prospectively and will become effective during the first quarter of 2011. Early adoption is allowed. The Company does not expect the adoption of this guidance to have a significant effect on its Consolidated fi nancial position or results of operations.

Reclassifications

Certain prior year amounts have been reclassified to conform with the presentation for the current year.  Such reclassifications have no impact on net income or shareholders’ equity as previously reported.

(3) Inventories

A summary of inventories at December 31, 2009 and 2008 is as follows:

	2009		2008
Raw Materials	$	376,168	$	376,033
Work in progress		180,920		216,293
Finished goods		38,455		40,656
	$	595,543	$	632,982

Continued

17

WEALTH ENVIRONMENTAL PROTECTION GROUP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 (4) Property, Plant and Equipment and Land and Mining Rights

A summary of property, plant and equipment and land and mining rights is as follows:

	2009		2008
Leasehold improvement	$	3,094,565	$	3,094,515
Production equipment		6,213,771		6,195,896
Furniture and fixtures		308,689		304,621
Automobiles		224,128		205,302
Land use rights		2,121,112		2,121,077
Mining rights		8,361,204		8,361,069
		20,323,459		20,282,480
Less: Accumulated depreciation		4,501,554		3,384,991
	$	15,821,905	$	16,897,489

Depreciation and amortization expense was $1,115,855 and $1,038,236 for the years ended December 31, 2009 and 2008, respectively, as follows:

	2009		2008
Depreciation of plant, equipment and improvements	$	724,219	$	720,059
Amortization of land use rights		46,744		45,941
Amortization of mining rights		344,892		272,236
	$	1,115,855	$	1,038,236

Amortization expense related to land-use rights and mining rights is estimated to be $497,654 in 2010, $655,463 in 2011, and $866,454 in 2012 and the weighted average amortization life is approximately 21.44 years. The increase in amortization is based on planned increases in production.

The cost of land use and mining rights consists solely of the cash acquisition price of those assets under transfer of right agreements with third parties.  Development costs and production costs are included in the cost of mined materials, are included in the cost of inventory and expensed to cost of good sold. Following is an analysis of our mine acquisition costs:

Land Use Rights
			Cash
	Date	Date Right	Purchase
Location	Acquired	Expires	Price
Muzhou Sanya Industrial District	August 2003	April 2046	$	792,470
Xinghong Village Zhazuo Town Xiuwen County	July 2005	August 2056		513,685
Industrial District Sanquan Town Fenyang	September 2005	September 2052		814,957
			$	2,121,112

Continued

18

WEALTH ENVIRONMENTAL PROTECTION GROUP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 (4) Property, Plant and Equipment and Land and Mining Rights, continued

Mining Rights
			Cash
	Date	Date Right	Purchase
Location and Type	Acquired	Expires	Price
Dashan Village Zhazuo Town Xiuwen County -
Surface Limestone Mine	September 2005	September 2023	$	440,063
Gaocang Village Longchang Town Xiuwen County -
Underground Bauxite Mine	October 2005	October 2020		2,640,380
Sangzao Village Lijiaxiang Town Fenyang City -
Surface Limestone Mine	January 2006	January 2025		1,173,503
Luotuoju Village Wangjiagou Liulin County Lvliang
City - Underground Bauxite Mine	September 2005	September 2052		4,107,258
			$	8,361,204

The terms of the Company's mining rights agreements provide the Company with only the right to produce specified quantities of minerals from specific mining sites. The amounts mined under the mining rights agreements are subject to annual limits; however, the rights are cumulative and the unused production in one year give rise to the right to mine greater amounts in subsequent years, up to the cumulative limit. At December 31, 2009 and 2008, the Company has cumulative unused limestone and bauxite production that can be used to increase production in subsequent years as shown in the following table:

	Amounts in Tons
	2009			2008
Limestone
Allowable annual production  (tons)		300,000			300,000
Beginning cumulative unused production		832,122			586,220
Production allowed during the year		300,000			300,000
Actual production		(67,094	)		(54,098	)
Ending cumulative unused production		1,065,028			832,122

	Amounts in Tons
	2009			2008
Bauxite
Allowable annual production (tons)		350,000			350,000
Beginning cumulative unused production		780,620			561,042
Production allowed during the year		350,000			350,000
Actual production		(161,750	)		(130,422	)
Ending cumulative unused production		968,870			780,620

The Company is subject to a resource tax on all production from its mines of approximately $0.03 per ton of limestone and $0.29 per ton of bauxite. The resource tax was approximately $493,930 and $391,424 for the years ended December 31, 2009 and 2008, respectively.

Continued

19

WEALTH ENVIRONMENTAL PROTECTION GROUP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(5) Intangible Assets

Intangible assets consist of the following at December 31, 2009 and 2008:

	2009		2008
Patents	$	-	$	54,714
Less: accumulated amortization		-		16,216
	$	-	$	38,498

During the year ended December 31, 2009, the Company recognized a loss on disposal of patents in the amount of $33,380. Amortization of patents during the years ended December 31, 2009 and 2008 was $5,096 and $5,077, respectively.

 (6)          Income Taxes

The Company has not recorded a provision for U.S. federal income tax for the year ended December 31, 2009 because all of the Company's operations are conducted in the PRC.

On March 16, 2007, the National People’s Congress of China approved the new Corporate Income Tax Law of the PRC (New CIT Law), which is effective from January 1, 2008. Under the New CIT Law, the statutory corporate income tax rate applicable to most companies, including the Company is 25%. In accordance with the New CIT Law, enterprises established under the laws of foreign countries or regions and whose “place of effective management” is located within the PRC territory are considered PRC resident enterprises and subject to the PRC income tax at the rate of 25% on worldwide income. The definition of “place of effective management" refers to an establishment that exercises, in substance, overall management and control over the production and business, personnel, accounting, properties, etc. of an ente rprise. As of December 31, 2009, no detailed interpretation or guidance has been issued to define “place of effective management”. Furthermore, as of December 31, 2009, the administrative practice associated with interpreting and applying the concept of “place of effective management” is unclear. However, the Company has analyzed the applicability of this law, as of and for the years ended December 31, 2009 and 2008, and the Company has accrued and paid PRC tax on such basis. The Company will continue to monitor changes in the interpretation or guidance of this law.

The New CIT Law also imposes a 10% withholding income tax, subject to reduction based on tax treaty where applicable, for dividends distributed by a foreign invested enterprise to its immediate holding company outside China. Such dividends were exempted from PRC tax under the previous income tax law and regulations.

The tax authority of the PRC Government conducts periodic and ad hoc tax filing reviews on business enterprises operating in the PRC after those enterprises had completed their relevant tax filings, hence the Company’s tax filings may not be finalized. It is therefore uncertain as to whether the PRC tax authority may take different views about the Company’s tax filings which may lead to additional tax liabilities.

The Company conducts substantially all of its business in PRC and it is subject to PRC income taxes at a 25% standard tax rate in 2009 and 2008.  Following is a reconciliation of the Company’s income tax provision of $3,652,518 and $2,945,452, for the years ended December 31, 2009 and 2008, respectively,  to the expected US statutory rate of 34%:

	2009				2008
Description	Amount			Percent	Amount			Percent
Income taxes at US statutory rate	$	4,967,425		34%	$	4,005,815		34%
applied to pretax income
Difference between US and PRC
income tax rates		(1,314,907	)	(9)%		(1,060,363	)	(9)%
Income tax provision	$	3,652,518		25%	$	2,945,452		25%

The Company's provision for income taxes consists of the following:

Continued

20

WEALTH ENVIRONMENTAL PROTECTION GROUP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 (6)          Income Taxes, continued

	2009		2008
Current
PRC	$	3,607,255	$	2,879,897
Deferred
PRC		45,263		65,555
	$	3,652,518	$	2,945,452

At December 31,2009 and 2008, differences between the basis of assets and liabilities reported in the accompanying financial statements and those recognized for tax reporting purposes in the PRC, and the related  deferred taxes were as follows:

Description of Deferred Tax	2009			2008
Liability - Difference in basis of mining rights for
financial and tax reporting purposes	$	(272,319	)	$	(227,056	)
Asset  - liability for social insurance premiums
and provident housing funds not yet deductable
for tax purposes		75,000			75,000
Net deferred tax liability	$	(197,319	)	$	(152,056	)

Accounting for Uncertainty in Income Taxes

The Company accounts for uncertainty in income taxes in accordance with applicable accounting standards, which prescribe a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These accounting standards also provide guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

Based on the Company’s evaluation, the Company has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements.

 (7)         Shareholders' Equity

In accordance with the PRC Regulations on Enterprises with Foreign Investment, an enterprise established in the PRC with foreign investment is required to provide for certain statutory reserves, namely (i) General Reserve Fund, (ii) Enterprise Expansion Fund and (iii) Staff Welfare and Bonus Fund, which are appropriated from net profit as reported in the enterprise’s PRC statutory accounts. A WOFE is required to allocate at least 10% of its annual after-tax profit to the General Reserve Fund until the balance of such fund has reached 50% of its respective registered capital.  A non- wholly-owned foreign invested enterprise is permitted to provide for the above allocation at the discretion of its board of directors. Appropriations to the Enterprise Expansion Fund and Staff Welfare and Bonus Fund are at the discretion of the board of directors for all foreign invested enterprises. The aforementioned reserves can only be used for specific purposes and are not distributable as cash dividends. As a result, $496,396 has been appropriated to the accumulated statutory reserves (included in the retained earnings) by the Company as of December 31, 2009 and 2008 and the balance represents a fully funded General Reserve Fund:

Continued

21

WEALTH ENVIRONMENTAL PROTECTION GROUP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 (7)         Shareholders' Equity, continued

Following is an analysis of the general fund by subsidiary at December 31, 2008 and 2009

	Registered		General
	Capital		Reserve Fund
Jiangmen Huiyuan	$	-	$	-
Jiangmen Wealth Water		61,981		38,801
Guizhou Yufeng		61,981		39,211
Shangxi Wealth		619,806		418,384
	$	743,768	$	496,396

 (8) Related Party Balances and Transactions

For the years ended December 31, 2009 and 2008, the Company loaned a total amount of $0 and $1,227,598, on a non-interest bearing basis, to an affiliated company, which is owned by the Company’s shareholders, Mr. Ming Zhou Tan (“Mr. Tan”) and Ms. Hong Yu Du (“Ms Du”).  There was no repayment from the affiliated company during the years 2009 and 2008.  The balance due from the affiliated company as of December 31, 2009 and 2008 was $1,249,774 and 1,249,754, respectively.

For the year ended December 31, 2008, the Company made aggregate non-interest loans to Mr. Tan, the Chairman and shareholder, Mr. Du, the Chief Financial Officer and shareholder and Miss Jiang Jun Pan (“Miss Pan”), the director and shareholder a total amount of $8,045,041. There was no repayment from the related parties during the year of 2008. As of December 31, 2008, the total outstanding balance due from the related parties was $8,045,041.

During the year ended December 31, 2009, the Company made additional non-interest loans to Mr. Tan, Mr. Du and Mr. Pan a total amount of $8,065,029. On December 30, 2009, the Company declared and paid dividends to Mr. Tan, Ms. Du, and Miss Pan in the amount of $16,110,070. The entire outstanding loans receivable from these shareholders was paid in full through this dividend and accordingly, the balance due from shareholders as of December 31, 2009 was $0.

(9) Contingencies and Commitments

Risks Associated with Operations in the PRC

The Company’s operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in the United States of America. These include risks associated with, among others, the political, economic and legal environments and foreign currency exchange. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation.

Currency Risks Associated with RMB

The Company’s sales, purchases and expense transactions are denominated in RMB and all of the Company’s assets and liabilities are also denominated in RMB. The RMB is not freely convertible into foreign currencies under the PRC current law. In China, foreign exchange transactions are required by law to be transacted only by authorized financial institutions. Remittances in currencies other than RMB may require certain supporting documentation in order to affect the remittance.

Continued

22

WEALTH ENVIRONMENTAL PROTECTION GROUP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(9) Contingencies and Commitments, continued

Potential Liability Related to Unpaid Social Insurance Premiums and Housing Provident Funds

Neither Jiangmen Wealth, Shanxi Wealth, nor Guzhou Yunfeng, our operating subsidiaries under the PRC laws, have paid social insurance premiums and housing provident funds for their employees pursuant to the applicable PRC laws. The competent government authorities may require them not only to rectify their incompliance by paying the due and unpaid social insurance premiums and housing provident, but also impose fines. Management has calculated our exposure related to unpaid social insurance premiums and housing provident funds and believes the amount, including potential penalties is approximately $300,000 and such amount is accrued in the accompanying financial statements at December 31, 2009 and 2008

Risks Associated with Mining

The Company is involved mineral exploration, development and production, activities that  involve many risks that even a combination of experience, knowledge and careful evaluation may not be able to overcome. The Company's operations are subject to all of the hazards and risks inherent in these activities, including liability for pollution, cave-ins or similar hazards against which we cannot insure or against which we may elect not to insure. Any such event could result in work stoppages and damage to property, including damage to the environment. We do not currently maintain any insurance coverage against these operating hazards. The payment of any liabilities that arise from any such occurrence would have a material adverse impact on our company.

Asset Retirement Obligation

According to the “Rules on Mineral Resources Administration” and “Rules on Land Rehabilitation” of the PRC, mining companies causing damages to cultivated land, grassland or forest are required to restore the land to a state approved by the local governments. The local governments administering the “Rules on Mineral Resources Administration” and “Rules on Land Rehabilitation” on the Company’s four mines, have confirmed that the Company is not required to restore or rehabilitate the two mining sites because those two mining sites are located at distant areas and the Company’s mining and extraction activities have not affected the surrounding environment.

Operating Leases

The Company leases certain office and marketing premises under non-cancelable leases. These office leases begin to expire in 2010. Rent expense under operating leases was $15,600 and $10,500 for 2009 and 2008, respectively.

Future minimum lease payments under non-cancelable operating leases were as follows:

Year ending December 31,	Amount
2010	$	12,002
2011		6,267
2012		3,917
	$	22,186

(10) Segment Information

The Company follows FASB ASC 280-Segment Reporting, which requires that companies disclose segment data based on how management makes decision about allocating resources to segments and evaluating their performance. The Company has three operating segments identified by manufacturing facility and each segment is operated in a separate subsidiary. The Company primarily evaluates performance based on income before income taxes and excluding non-recurring items. The segment data presented below were prepared on the same basis as the Company’s consolidated financial statements:

Continued

23

WEALTH ENVIRONMENTAL PROTECTION GROUP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(10) Segment Information, continued

As of and for the year ended December 31, 2009
	Jiangmen		Guizhou		Shanxi
	Wealth Water		Yefeng		Wealth		Eliminations			Total
Revenue, net	$	20,947,376	$	7,131,627	$	14,953,958	$	(4,057,000	)	$	38,975,961
Cost of good sold		12,190,095		3,930,207		8,640,298		(4,057,000	)		20,703,600
Gross profit		8,757,281		3,201,420		6,313,660		-			18,272,361
Selling and marketing		810,997		183,020		460,037		-			1,454,054
General and administrative		1,111,263		358,126		782,494		-			2,251,883
Income from operations	$	6,835,021	$	2,660,273	$	5,071,129	$	-		$	14,566,424
Current assets	$	7,929,257	$	2,635,702	$	3,642,809	$	-		$	14,207,768
Property, plant  and
equipment, land use and
mining rights		2,792,576		5,267,931		7,761,408		-			15,821,915
Other assets		-		-		-		-			-
Total assets	$	10,721,833	$	7,903,633	$	11,404,217	$	-		$	30,029,683
Current liabilities	$	676,381	$	511,115	$	803,244	$	-		$	1,990,740
Deferred income taxes		-		110,607		86,712		-			197,319
Total liabilities		676,381		621,722		889,956		-			2,188,059
Shareholders' equity		10,045,452		7,281,911		10,514,261		-			27,841,624
Total liabilities and
shareholders' equity	$	10,721,833	$	7,903,633	$	11,404,217	$	-		$	30,029,683

Continued

24

WEALTH ENVIRONMENTAL PROTECTION GROUP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(10) Segment Information, continued

As of and for the year ended December 31, 2008
	Jiangmen		Guizhou		Shanxi
	Wealth Water		Yefeng		Wealth		Eliminations			Total
Revenue, net	$	16,424,811	$	6,227,580	$	11,823,873	$	(3,290,875	)	$	31,185,389
Cost of good sold		9,381,307		3,419,707		6,740,637		(3,290,875	)		16,250,776
Gross profit		7,043,504		2,807,873		5,083,236		-			14,934,613
Selling and marketing		536,468		248,655		366,552					1,151,675
General and administrative		1,049,354		382,953		638,798					2,071,105
Income from operations	$	5,457,682	$	2,176,265	$	4,077,886				$	11,711,833
Current assets	$	3,653,423	$	3,284,890	$	7,235,621	$	(4,133,595	)	$	10,040,339
Property, plant  and
equipment, land use and
mining rights		3,024,283		5,563,779		8,309,427		-			16,897,489
Other assets		44,356		-		-		-			44,356
Total assets	$	6,722,062	$	8,848,669	$	15,545,048	$	(4,133,595	)	$	26,982,184
Current liabilities	$	4,753,446	$	574,330	$	690,872	$	(4,133,595	)	$	1,885,053
Deferred income taxes		-		64,888		87,168		-			152,056
Total liabilities		4,753,446		639,218		778,040		(4,133,595	)		2,037,109
Shareholders' equity		1,968,616		8,209,451		14,767,008					24,945,075
Total liabilities and
shareholders' equity	$	6,722,062	$	8,848,669	$	15,545,048	$	(4,133,595	)	$	26,982,184

(11) Subsequent Events

The Company obtained two Senior Preferred Secured Notes for a total amount of $500,000 from a non-related company, China Growth Inc., on May 28, 2010 and September 3, 2010. The notes were initially borrowed by an affiliate.  After the restructuring of the Company’s VIE, Jiangmen Wealth, Guizhou Yufeng, and Shanixi Wealth in August and September 2010, the notes were assigned to Jiangmen Wealth on August 31, 2010.

On September 29, 2010, Jiangmen Huiyuan entered into agreements with Jiangmen Wealth and the shareholders of Jiangmen Wealth that are summarized as follows:

Exclusive Business Cooperation Agreement

Under the terms of the Exclusive Business Cooperation Agreement (“Cooperation Agreement”), Jiangmen Huiyuan has the exclusive rights to provide to Jiangmen Wealth complete technical support, technical and consulting services related to Jiangmen Wealth’s principal business.  Jiangmen Wealth cannot assign its rights under such agreement to another third party without Jiangmen Huiyuan’s consent. However Jiangmen Huiyuan must provide a written notification to Jiangmen Wealth of its intent to assign the agreement to a third party but does not need the consent of Jiangmen Wealth for such assignment.  Jiangmen Wealth agreed to pay an annual service fee to Jiangmen Huiyuan equal to 100% of the annual net income of Jiangmen Wealth.  This agreement has a ten-year term, subject to renewal or early termination at the option of Jiangmen Huiyuan.

Continued

25

WEALTH ENVIRONMENTAL PROTECTION GROUP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(11) Subsequent Events, continued

Equity Pledge Agreements

Under the Equity Pledge Agreements entered into among Jiangmen Huiyuan, Jiangmen Wealth and the shareholders of Jiangmen Wealth, the two shareholders of Jiangmen Wealth pledged their equity interests in Jiangmen Wealth to guarantee Jiangmen Wealth’s performance of its obligations under the Exclusive Business Cooperation Agreement and pay the consulting and service fees when they become due.  If Jiangmen Wealth or any of its shareholders breaches his/her respective contractual obligations under the agreement, or upon the occurrence of an event of default, Jiangmen Huiyuan is entitled to certain rights, including the rights to dispose of the pledged equity interests.  In addition, the shareholders of Jiangmen Wealth agreed not to dispose of the pledged equity interests or take any actions that would prejudice J iangmen Huiyuan’s interest. Each of the Equity Pledge Agreements is valid until all the service fee payments due under the Exclusive Business Cooperation Agreement have been fulfilled. Since the Exclusive Business Cooperation Agreement may be renewed at Jiangmen Huiyuan’s option, the equity pledge will remain in effect in the case when the Exclusive Business Cooperation Agreement is being renewed, and until all payments due under the Exclusive Business Cooperation are paid in full by Jiangmen Wealth.

Exclusive Option Agreements

Under the two Exclusive Option Agreements among Jiangmen Huiyuan, Jiangmen Wealth and the shareholders of Jiangmen Wealth, prior to any sale of equity interest of Jiangmen Wealth to Jiangmen Huiyuan, the shareholder of Jiangmen Wealth agreed to grant exclusive rights to Jiangmen Huiyuan to purchase the equity interests from the shareholders of Jiangmen Wealth at a price equal to the registered capital of the proportion of equity interest being purchased to the extent which is permitted by the relevant laws and regulations of the PRC.

Irrevocable Power of Attorney

Under the Irrevocable Power of Attorney, each of the shareholders of Jiangmen Wealth granted to Jiangmen Huiyuan the power to exercise all voting rights of such shareholdings in shareholders’ meetings, including, but not limited to, the power to determine the sale or transfer of all or part of such shareholder’s equity interest in, and appoint and elect the directors, the legal representative, chief executive officer and other senior management of Jiangmen Wealth. Upon the execution of this Power of Attorney, all the rights of shareholdings in Jiangmen Wealth have been assigned to Jiangmen.

(12) Restatement of Consolidated Financial Statements

The Company's management determined that Jiangmen Wealth, Shanxi Wealth, and Guzhou Yunfeng,the Company's operating subsidiaries under the PRC laws, have not  paid social insurance premiums and housing provident funds for their employees pursuant to the applicable PRC laws. The competent government authorities may require them not only to rectify their incompliance by paying the due and unpaid social insurance premiums and housing provident, but also impose fines. Management has calculated the Company's exposure related to unpaid social insurance premiums and housing provident funds and estimated the amount, including potential penalties to be approximately $300,000 and the consolidated financial statements have been restated to accrue such amount, net of related deferred taxes of $75,000 in the accompanying financial statem ents at December 31, 2009 and 2008 and January 1, 2008.

Management also determined that deferred taxes of $85,292 were not properly accrued at December 31, 2009 and 2008 and January 1, 2008 and the and the consolidated financial statements have been restated to accrue such amount.

Finally, management determined that the amount due to an affiliated company of  $1,249,774 and $1,249,574 at December 31, 2009 and 2008, respectively were improperly shown as an asset instead of the proper classification as an offset to stockholders' equity. Management also determined that the origination of these loans and other loans to stockholders was improperly treated as an investing activity instead of as a dividend in financing activities in the consolidated statement of cash flows. The amounts distributed during the years ended December 31, 2009 and 2008 was $9,294,795 and $8,065,049, respectively, and these amounts have been reclassified to financing activities.

These adjustments had no impact on net income in the years ended December 31, 2009 or 2008. The following is a summary of the adjustments to our previously issued consolidated balance sheets  as of December 31, 2009 and 2008 and our statement of cash flows for the years then ended:

Continued

26

WEALTH ENVIRONMENTAL PROTECTION GROUP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(12) Restatement of Consolidated Financial Statements, continued

2009 Consolidated Balance Sheet																Restated and
					As Reported		Adjustments			Restated			Reclassification			Reclassified
	ASSETS
	Current assets:
		Cash and cash equivalents			$	12,722,568	$	-		$	12,722,568		$	-		$	12,722,568
		Accounts receivable				888,190		-			888,190			-			888,190
		Inventories				595,543		-			595,543			-			595,543
		Due from an affiliated company				1,249,774		(1,249,774	)		-			-			-
		Other				1,467		-			1,467			-			1,467
			Total current assets			15,457,542		(1,249,774	)		14,207,768			-			14,207,768
	Property, plant and equipment
		and land and mining
		rights, net				6,554,959		-			6,554,959			9,266,956			15,821,915
	Land use rights, net					1,884,755		-			1,884,755			(1,884,755	)		-
	Mining rights, net					7,382,201		-			7,382,201			(7,382,201	)		-
			Total assets		$	31,279,457	$	(1,249,774	)	$	30,029,683		$	-		$	30,029,683
	LIABILITIES AND SHAREHOLDERS' EQUITY
	Current liabilities:
		Accounts payable			$	264,658	$	-		$	264,658		$	-		$	264,658
		Accrued expenses				167,388		300,000			467,388			-			467,388
		Value added taxes payable				335,787		-			335,787			-			335,787
		Other taxes payable				66,272		-			66,272			-			66,272
		Income tax payable				1,043,662		(187,027	)		856,635			-			856,635
			Total current liabilities			1,877,767		112,973			1,990,740			-			1,990,740
	Deferred income taxes					-		197,319			197,319			-			197,319
			Total liabilities			1,877,767		310,292			2,188,059			-			2,188,059
	Commitments and contingencies
	Shareholders' equity:
		Common stock				-		-			-			7,000			7,000
		Additional paid-in capital				15,068,970		-			15,068,970			-			15,068,970
		Accumulated other
			comprehensive income			3,291,703		-			3,291,703			-			3,291,703
		Due from shareholders				-		(1,249,774	)		(1,249,774	)		1,242,774			(7,000	)
		Retained earnings				11,041,017		(310,292	)		10,730,725			(1,249,774	)		9,480,951
			Total shareholders' equity			29,401,690		(1,560,066	)		27,841,624			-			27,841,624
			Total liabilities and
				shareholders' equity	$	31,279,457	$	(1,249,774)		$	30,029,683		$	-		$	30,029,683

2009 Consolidated Statement of Cash Flows														Restated and
			As Reported			Adjustments			Restated			Reclassifications		Reclassified
	Cash flows from operations		$	13,067,861		$	-		$	13,067,861		$	-	$	13,067,861
	Cash flows from investing activities			(8,105,666	)		8,065,029			(40,637	)		-		(40,637	)
	Cash flows from financing activities			-			(8,065,029	)		(8,065,029	)		-		(8,065,029	)
	Effect of exchange rate changes on cash			4,950			-			4,950			-		4,950
	Net increase in cash and cash
		equivalents	$	4,967,145		$	-		$	4,967,145		$	-	$	4,967,145

Continued

27

WEALTH ENVIRONMENTAL PROTECTION GROUP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(12) Restatement of Consolidated Financial Statements, continued

2008 Consolidated Balance Sheet																Restated and
					As Reported			Adjustments			Restated		Reclassifications			Reclassified
	ASSETS
	Current assets:
		Cash and cash equivalents			$	7,755,423		$	-		$	7,755,423	$	-		$	7,755,423
		Accounts receivable				1,650,467			-			1,650,467		-			1,650,467
		Inventories				632,982			-			632,982		-			632,982
		Due from an affiliated
			company			1,249,754			(1,249,754)			-		-			-
		Other				1,467			-			1,467		-			1,467
			Total current assets			11,290,093			(1,249,754)			10,040,339		-			10,040,339
	Property, plant and equipment
		and land and mining
		rights, net				7,238,825			-			7,238,825		9,658,664			16,897,489
	Land use rights, net					1,931,494			-			1,931,494		(1,931,494	)		-
	Mining rights, net					7,727,170			-			7,727,170		(7,727,170	)		-
	Patents, net					38,498			-			38,498		-			38,498
	Other assets					5,858			-			5,858		-			5,858
			Total assets		$	28,231,938		$	(1,249,754)		$	26,982,184	$	-		$	26,982,184
	LIABILITIES AND SHAREHOLDERS' EQUITY
	Current liabilities:
		Accounts payable			$	541,263		$	-		$	541,263	$	-		$	541,263
		Accrued expenses				84,046			300,000			384,046		-			384,046
		Value added taxes payable				303,914			-			303,914		-			303,914
		Other taxes payable				54,544			-			54,544		-			54,544
		Income tax payable				743,050			(141,764	)		601,286		-			601,286
			Total current liabilities			1,726,817			158,236			1,885,053		-			1,885,053
	Deferred income taxes					-			152,056			152,056		-			152,056
			Total liabilities			1,726,817			310,292			2,037,109		-			2,037,109
	Commitments and contingencies
	Shareholders' equity:
		Common stock				-			-			-		7,000			7,000
		Additional paid-in capital				15,068,970			-			15,068,970		-			15,068,970
		Accumulated other
			comprehensive income			3,287,660			-			3,287,660		-			3,287,660
		Due from shareholders				(8,045,041	)		(1,249,754	)		(9,294,795)		1,242,754			(8,052,041	)
		Retained earnings				16,193,532			(310,292	)		15,883,240		(1,249,754	)		14,633,486
			Total shareholders'
				equity		26,505,121			(1,560,046)			24,945,075		-			24,945,075
			Total liabilities and
				shareholders' equity	$	28,231,938		$	(1,249,754)		$	26,982,184	$	-		$	26,982,184

Continued

28

WEALTH ENVIRONMENTAL PROTECTION GROUP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(12) Restatement of Consolidated Financial Statements, continued

2008 Consolidated Statement of Cash Flows														Restated and
			As Reported			Adjustments			Restated			Reclassifications		Reclassified
	Cash flows from operations		$	10,072,833		$	-		$	10,072,833		$	-	$	10,072,833
	Cash flows from investing activities			(9,390,350	)		9,272,639			(117,711	)		-		(117,711	)
	Cash flows from financing activities			-			(9,272,639	)		(9,272,639	)		-		(9,272,639	)
	Effect of exchange rate changes on cash			588,377			-			588,377			-		588,377
	Net increase in cash and cash
		equivalents	$	1,270,860		$	-		$	1,270,860		$	-	$	1,270,860

29

EX-99.2

Exhibit 99.2

WEALTH ENVIRONMENTAL PROTECTION GROUP

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

	Page
Condensed Consolidated Balance Sheets as of September 30, 2010 and December 31, 2009 (Unaudited)	2
Condensed Consolidated Statements of Income and Comprehensive Income for the nine months ended  September 30, 2010 and 2009 (Unaudited)	3
Condensed Consolidated Statement of Shareholders' Equity for the nine months ended September 30, 2010	4
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2010 and 2009 (Unaudited)	5
Notes to Condensed Consolidated Financial Statements (Unaudited)	6 – 20

1

WEALTH ENVIRONMENTAL PROTECTION GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
	September 30,			December 31,
	2010			2009
ASSETS	(As Restated)			(As Restated)
Current assets:
Cash and cash equivalents	$	25,839,474		$	12,722,568
Accounts receivable		1,431,175			888,190
Inventories		816,543			595,543
Other		250,898			1,467
Total current assets		28,338,090			14,207,768
Property, plant and equipment and land use and mining rights, net		15,259,616			15,821,915
Total assets	$	43,597,706		$	30,029,683
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Convertible note payable, net of discount of $375,000	$	125,000		$	-
Payable to related party		250,000
Accounts payable		1,528,257			264,658
Accrued interest payable		10,347
Accrued expenses		487,404			467,388
Value added taxes payable		361,676			335,787
Other taxes payable		87,457			66,272
Income tax payable		1,466,078			856,635
Total current liabilities		4,316,219			1,990,740
Deferred income taxes		197,319			197,319
Total liabilities		4,513,538			2,188,059
Commitments and contingencies
Shareholders' equity:
Common stock: $1.00 par value, 10,000
shares authorized, 7,000 shares issued
and outstanding		7,000			7,000
Additional paid-in capital		15,584,052			15,061,970
Accumulated other comprehensive income		4,085,940			3,291,703
Due from shareholders		(7,000	)		-
Retained earnings (the restricted portion of retained earnings
is $496,396 at December 31, 2009 and 2008)		19,414,176			9,480,951
Total shareholders' equity		39,084,168			27,841,624
Total liabilities and shareholders’ equity	$	43,597,706		$	30,029,683
The accompanying notes form an integral part of these condensed consolidated financial statements

2

WEALTH ENVIRONMENTAL PROTECTION GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(UNAUDITED)
	Nine Months Ended September 30,
	2010			2009
Net revenue	$	36,024,913		$	29,467,666
Cost of goods sold		18,548,682			15,681,643
Gross profit		17,476,231			13,786,023
Operating expenses:
Selling and marketing		1,133,482			1,055,435
General and administrative		2,120,472			1,611,495
Total operating expenses		3,253,954			2,666,930
Income from operations		14,222,277			11,119,093
Other income(expenses):
Interest income		45,411			30,829
Interest expense		(135,347	)		-
Total other income (expense)		(89,936	)		30,829
Income before provision for income taxes		14,132,341			11,149,922
Provision for income taxes		3,535,196			2,787,480
Net income		10,597,145			8,362,442
Other comprehensive income - foreign currency
translation adjustments		794,237			1,878
Comprehensive income	$	11,391,382		$	8,364,320
Net income per common share - basic and diluted	$	1,627.34		$	1,194.90
Weighted average number of common shares outstanding -
basic and diluted		7,000			7,000
The accompanying notes form an integral part of these condensed consolidated financial statements

3

WEALTH ENVIRONMENTAL PROTECTION GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(UNAUDITED)
												Accumulated
								Additional				Other
	Common Stock							Paid-In				Comprehensive
	Shares				Amount			Capital				Income
Balance as of December 31, 2009,
as restated			7,000			$	7,000		$	15,068,970			$	3,291,703
Net income			-				-			-				-
Capital contribution			-				-			15,082				-
Beneficial conversion feature			-				-			500,000				-
Declaration of dividend			-				-			-				-
Other comprehensive income -
foreign currency translation
adjustments			-				-			-				794,237
Balance as of September 30, 2010,
as restated			7,000			$	7,000		$	15,584,052			$	4,085,940
												Total
	Due From				Retained Earnings							Shareholders'
	Shareholders				Restricted			Unrestricted				Equity
Balance as of December 31, 2009,
as restated		$	(7,000	)		$	496,396		$	8,984,555			$	27,841,624
Net income			-				-			10,597,145				10,597,145
Capital contribution			-				-			-				15,082
Beneficial conversion feature			-				-			-				500,000
Dividend declared, as restated			-				-			(663,920	)			(663,920	)
Other comprehensive income -
foreign currency translation
Adjustments			-				-			-				794,237
Balance as of September 30, 2010,
as restated		$	(7,000	)		$	496,396		$	18,917,780			$	39,084,168
The accompanying notes form an integral part of these consolidated financial statements

4

WEALTH ENVIRONMENTAL PROTECTION GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
	Nine Months Ended September 30,
	2010			2009
				(As Restated)
Cash flows from operating activities:
Net income	$	10,597,145		$	8,362,442
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation and amortization		875,678			843,369
Loss on disposal of fixed assets		969			-
Amortization of discount		125,000			-
Changes in operating assets and liabilities:
Accounts receivable		(515,203	)		(41,528	)
Inventories		(204,903	)		(5,729	)
Due from an affiliated company		(114,485	)		-
Other assets		589			9,708
Accounts payable		1,235,830			828,347
Accrued interest expense		10,347
Other accrued liabilities		16,236			103,422
Value added taxes payable		18,559			135,715
Other taxes payable		19,455			32,328
Income tax payable		577,303			610,936
Net cash provided by operating activities		12,642,520			10,879,010
Cash flows from investing activities:
Proceeds from disposal of fixed assets		735			-
Purchase of property, equipment and improvement		(1,230	)		(28,266	)
Net cash used for investing activities		(495	)		(28,266	)
Cash flows from financing activities:
Capital contribution		15,082			-
Proceeds from short-term loan		500,000			-
Due to shareholders ultimately declared as a dividend		(537,865	)		(3,664,453	)
Net cash used for financing activities		(22,783	)		(3,664,453	)
Effect of exchange rate changes on cash and cash equivalents		497,664			4,321
Net increase in cash and cash equivalents		13,116,906			7,190,612
Cash and cash equivalents at the beginning of year		12,722,568			7,755,423
Cash and cash equivalents at the end of year	$	25,839,474		$	14,946,035
Supplemental disclosure of cash flow information:
Income taxes paid	$	2,957,893		$	2,176,544
Non-cash investing and financing activities:
Cash collateral related to the convertible note payable paid on
behalf of the Company by a related party	$	250,000		$	-
The accompanying notes form an integral part of these consolidated financial statements

5

WEALTH ENVIRONMENTAL PROTECTION GROUP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(1)       Organization, Nature of Business and Basis of Presentation

Wealth Environmental Protection Group, Inc. ("Wealth"), a private company, was incorporated under the laws of British Virgin Islands on June 3, 2010 to serve as an investment holding company of  Wealth Environmental Technology Holding Ltd. Following is an analysis of the subsidiaries of Wealth:

	Domicile and
	Date of	Paid -In		Effective
Name and Location	Incorporation	Capital		Ownership	Activities
Wealth Environmental	Hon Kong -	$	-	100% Owned	Holding Company
Technology Holding Ltd.	June 18, 2010
("Wealth Technology")
Hong Kong
Jiangmen Huiyuan	PRC -	$	-	100% Owned -	Holding Company
Environmental Protection	July 22, 2010			Wholly
Technology Consultancy Co.				Foreign
("Jiangmen Huiyuan")				Owned Entity
Jiangmen, Guandong Province				("WFOE)
Jiangmen Wealth Water	PRC	$	4,049,060	100% Control	Manufacturing of water
Purifying Agent Co., Ltd				Through	purifying agents
("Jiangmen Wealth Water")				Contractual
Jiangmen, Guandong Province				Arrangements
Guizhou Yufeng Melt Co.,	PRC	$	4,233,854	100% Control	Manufacturer of HAC
Ltd. ("Guizhou Yufeng")				Through	Powder using bauxite
Guizhou Provincre				Contractual	and limestone from mines
				Arrangements	controlled under mining
					rights agreements
Shangxi Wealth Aluminate	PRC	$	6,786,056	100% Control	Manufacturer of HAC
Materials Co., Ltd				Through	Powder using bauxite
Shangxi Province				Contractual	and limestone from mines
				Arrangements	controlled under mining
					rights agreements

On September 29, 2010, Jiangmen Huiyuan entered into a series of contractual agreements with Jiangmen Wealth Water, and its shareholders, in which Jiangmen Huiyuan effectively assumed management of the business activities of Jiangmen Wealth Water and has the right to appoint all executives and senior management and the members of the board of directors of Jiangmen Wealth Water. The contractual arrangements are comprised of a series of agreements, including an Exclusive Business Cooperation Agreement, Exclusive Option Agreement, Equity Interest Pledge Agreement and Power of Attorney, through which Jiangmen Huiyuan has the right to provide exclusive complete business support and technical and consulting service to Jiangmen Wealth Water for an annual fee in the amount of Jiangmen Wealth Water’s yearly net profits after tax. Additio nally, Jiangmen Wealth Water’s shareholders have pledged their rights, titles and equity interest in Jiangmen Wealth Water as security for Jiangmen Huiyuan to collect consulting and services fees provided to Jiangmen Wealth Water through an Equity Pledge Agreement. In order to further reinforce Jiangmen Huiyuan’s rights to control and operate Jiangmen Wealth Water, the shareholders of Jiangmen Wealth Water have granted Jiangmen Huiyuan the exclusive right and option to acquire all of their equity interests in Jiangmen Wealth Water through an Exclusive Option Agreement.

6

WEALTH ENVIRONMENTAL PROTECTION GROUP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 (1) Organization, Nature of Business and Basis of Presentation, continued

Jiangmen Wealth Water owns all of the issued and outstanding capital stock of Guizhou Yufeng, and 62% of the issued and outstanding capital stock of Shanxi Wealth. The remaining 38% of the issued and outstanding capital stock of Shanxi Wealth is held by Mingzhuo Tan ("Mr. Tan"), our Chief Executive Officer. During the years ended December 31, 2009 and 2008, Mr. Tan and his spouse, Ms. Hong Yu Du (“Ms. Du”) directly or through an affiliated company, had controlling equity interests in Jiangmen Wealth Water, Guizhou Yufeng and Shanixi Wealth.   In August and September 2010, through a restructuring process, Jiangmen Wealth Water paid $74,705 and $463,160 to acquire 100% equity interest of Guizhou Yufeng and 62% equity interest of Shainxi Wealth, respectively. Upon completion of this restructuring, the remaining 38% of Shainxi Wealth was owned by Mr. Tan who assigned all the ownership rights including voting rights to Jiangmen Wealth Water.  Mr. Tan and Ms. Du collectively owned 100% of Jiangmen Wealth Water and its subsidiaries after this restructuring.

Based on Jiangmen Huiyuan’s contractual relationship with Jiangmen Wealth, the Company has determined that a variable interest entity has been created and therefore Jiangmen Wealth is considered a consolidated subsidiary of the Company. Additionally, because all of the companies are currently under common control, the series of agreements and restructurings referred to above has been accounted for as a reorganization of the entities and the financial statements have been prepared as if the reorganization had occurred retroactively.  Accordingly these financial statements present the consolidated operating results, assets and liabilities of Wealth and its subsidiaries, which are collectively referred to as the "Company"..

The Company produces and sells water purifying agents and high-performance aluminate calcium (HAC) powder in China. HAC powder, the core ingredient of its water purifying agents.

In the opinion of management, these condensed combined/consolidated financial statements reflect all adjustments which are of a normal recurring nature and which are necessary to present fairly the financial position of Jiangmen Huiyuan as of September 30, 2010 and the results of operations for the nine-month periods ended September 30, 2010 and 2009, and the cash flows for the nine-month periods ended September 30, 2010 and September 30, 2009. These condensed combined/consolidated financial statements and related notes should be read in conjunction with the Company’s audited financial statements as of December 31, 2009 and the year ended December 31, 2009 included elsewhere in the Form 8-K. The results of operations for the nine months ended September 30, 2010 are not necessarily indicative of the results which may be expected for the entire fiscal year.

The preparation of condensed combined/consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

(2)  Summary of Significant Accounting Policies

Basis of Consolidation and Combination

The condensed combined/consolidated financial statements include the financial statements of Wealth, Jiangmen Huiyuan, its variable interest entity (“VIE”), Jiangmen Wealth Water and its wholly-owned and majority-owned subsidiaries (collectively, the “Company”).  

Prior to the restructuring as described in Note (1), Jiangmen Wealth, Guizhou Yufeng, and Shanixi Wealth shared certain common ownership and were under common management and each of the entities shared the same technology owned by Jiangmen Wealth.   

Variable interest entities are those entities in which the Company, through contractual arrangements, bears the risks of, and enjoys the rewards normally associated with ownership of the entities, and therefore the Company is the primary beneficiary of these entities. In accordance with ASC Topic 810 “Consolidation”, the primary beneficiary is required to consolidate the variable interest entities for financial reporting purposes.   All inter-company transactions and balances have been eliminated in preparation of the condensed combined/consolidated financial statements.

7

WEALTH ENVIRONMENTAL PROTECTION GROUP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(2) Summary of Significant Accounting Policies, continued

Currency Reporting

The Company's operations in the PRC use the local currency, Renminbi ("RMB"), as their functional currency, whereas amounts reported in the accompanying condensed combined/consolidated financial statements and disclosures are stated in U.S. dollars, the reporting currency of the Company, unless stated otherwise. As such, the condensed combined/consolidated balance sheets of the Company have been translated into U.S. dollars at the current rates as of September 30, 2010 and December 31, 2009 and the condensed combined/consolidated statements of income have been translated into U.S. dollars at the weighted average rates during the periods the transactions were recognized.

The resulting translation gain adjustments are recorded as other comprehensive income in the condensed combined/consolidated statements of income and comprehensive income and as a separate component of equity in the condensed combined/consolidated balance sheets.

Revenue Recognition

The Company’s main source of revenue is generated from sales of water purifying agents and high-performance calcium aluminates powder. The Company recognizes revenue when there is persuasive evidence of a sales arrangement, delivery and acceptance by the customer has occurred, the sales price is fixed or determinable, and collection is probable. Under the Company's typical sales terms for both water purifying agents and HAC the Company recognizes revenue when product is shipped from it's production facilities because shipments are made FOB shipping point with the customer bearing all shipping costs and title and risk of loss transferring to the customer upon shipment. Sales terms for water purifying agents and HAC do not include customer acceptance provisions, the right of return (unless the product is proven to be defectiv e) or other post-delivery obligations. The Company has not experienced any significant returns associated  with defective product.

Value added taxes represent amounts collected on behalf of specific government agencies that require remittance of tax by specified dates. Value added taxes are collected at the time of sales and are detailed on invoices provided to customers. The Company accounts for value added taxes on a net basis. The Company recorded and paid sales related taxes based on a percentage of the value added taxes and reported the revenue net of the sales related taxes.

Major Customers

During the periods ended September 30, 2010 and 2009, there was no customer accounted for 10% or more of our net revenue.

Major Suppliers

During the nine month periods ended September 30, 2010 and 2009, the following suppliers accounted for more than 10% of our total net purchases.

	Percentage of Total Purchases
	2009		2008
Supplier A		15.90%	16.40%
Supplier B		11.60%	11.70%
Supplier C		10.50%	-

New Accounting Pronouncements

In September 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-13 “Revenue Recognition (Topic 605): Multiple Deliverable Revenue Element Arrangements – a consensus of the FASB Emerging Issues Task Force” (“ASU 2009-13”). The new guidance states that if vendor specific objective evidence or third party evidence for deliverables in an arrangement cannot be determined, companies will be required to develop a best estimate of the selling price to separate deliverables and allocate arrangement consideration using the relative selling price method. ASU 2009-13 will be applied prospectively and will become effective during the first quarter of 2011. Early adoption is allowed. The Company does not expect the adoption of this guidance to have a significant effect on its combined/consol idated financial position or results of operations.

8

WEALTH ENVIRONMENTAL PROTECTION GROUP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(2) Summary of Significant Accounting Policies, continued

Reclassifications

Certain prior year amounts have been reclassified to conform with the presentation for the current year.  Such reclassifications have no impact on net income or shareholders’ equity as previously reported.

(3)  Contractual Agreements

On September 29, 2010, Wealth, through its wholly owned subsidiary, Jiangmen Huiyuan entered into the following agreements with Jiangmen Wealth Water and the shareholders of Jiangmen Wealth Water and such agreements are summarized as follows:

Exclusive Business Cooperation Agreement

Under the terms of the Exclusive Business Cooperation Agreement (“Cooperation Agreement”), Jiangmen Huiyuan has the exclusive rights to provide to Jiangmen Wealth Water complete technical support, technical and consulting services related to Jiangmen Wealth Water’s principal business.  Jiangmen Wealth Water cannot assign its rights under such agreement to another third party without Jiangmen Huiyuan’s consent. However Jiangmen Huiyuan must provide a written notification to Jiangmen Wealth Water of its intent to assign the agreement to a third party but does not need the consent of Jiangmen Wealth Water for such assignment.  Jiangmen Wealth Water agreed to pay an annual service fee to Jiangmen Huiyuan equal to 100% of the annual net income of Jiangmen Wealth Water. This agreement has a ten-ye ar term, subject to renewal or early termination at the option of Jiangmen Huiyuan.

Equity Pledge Agreements

Under the Equity Pledge Agreements entered into among Jiangmen Huiyuan, Jiangmen Wealth Water and the shareholders of Jiangmen Wealth Water, the two shareholders of Jiangmen Wealth Water pledged their equity interests in Jiangmen Wealth Water to guarantee Jiangmen Wealth Water’s performance of its obligations under the Exclusive Business Cooperation Agreement and pay the consulting and service fees when they become due.  If Jiangmen Wealth Water or any of its shareholders breaches his/her respective contractual obligations under the agreement, or upon the occurrence of an event of default, Jiangmen Huiyuan is entitled to certain rights, including the rights to dispose of the pledged equity interests.  In addition, the shareholders of Jiangmen Wealth Water agreed not to dispose of the pledged equity interests or take any actions that would prejudice Jiangmen Huiyuan’s interest. Each of the Equity Pledge Agreements is valid until all the service fee payments due under the Exclusive Business Cooperation Agreement have been fulfilled. Since the Exclusive Business Cooperation Agreement may be renewed at Jiangmen Huiyuan’s option, the equity pledge will remain in effect in the case when the Exclusive Business Cooperation Agreement is being renewed, and until all payments due under the Exclusive Business Cooperation are paid in full by Jiangmen Wealth Water.

Exclusive Option Agreements

Under the two Exclusive OptionAgreements among Jiangmen Huiyuan, Jiangmen Wealth Water and the shareholders of Jiangmen Wealth Water, prior to any sale of equity interest of Jiangmen Wealth Water to Jiangmen Huiyuan, the shareholder of Jiangmen Wealth Water agreed to grant exclusive rights to Jiangmen Huiyuan to purchase the equity interests from the shareholders of Jiangmen Wealth Water at a price equal to the registered capital of the proportion of equity interest being purchased to the extent which is permitted by the relevant laws and regulations of the PRC.

Irrevocable Power of Attorney

Under the Irrevocable Power of Attorney, each of the shareholders of Jiangmen Wealth Water granted to Jiangmen Huiyuan the power to exercise all voting rights of such shareholdings in shareholders’ meetings, including, but not limited to, the power to determine the sale or transfer of all or part of such shareholder’s equity interest in, and appoint and elect the directors, the legal representative, chief executive officer and other senior management of Jiangmen Wealth Water. Upon the execution of this Power of Attorney, all the rights of shareholdings in Jiangmen Wealth Water have been assigned to Jiangmen Huiyuan.

9

WEALTH ENVIRONMENTAL PROTECTION GROUP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(4)       Inventories

A summary of inventories is as follows:

	September 30,		December 31,
	2010		2009
Raw Materials	$	631,897	$	376,168
Work in progress		37,925		180,920
Finished goods		146,721		38,455
	$	816,543	$	595,543

Inventories are stated at the lower of cost or market. The weighted average cost method is used to account for the Company inventories. 

 (5) Property, Plant and Equipment and Land Use and Mining Rights

A summary of property, plant and equipment and land and mining rights is as follows:

	September 30,		December 31,
	2010		2009
Leasehold improvement	$	3,159,036	$	3,094,565
Production equipment		6,343,228		6,213,771
Furniture and fixtures		316,372		308,689
Automobiles		222,763		224,128
Land use rights		2,165,303		2,121,112
Mining rights		8,545,400		8,361,204
		20,752,102		20,323,469
Less: Accumulated depreciation		5,482,486		4,501,554
	$	15,269,616	$	15,821,915

Depreciation and amortization expense was $875,678 and $839,402 for the nine months years ended September 30, 2010 and 2009, respectively, as follows:

	September 30,		September 30,
	2010		2009
Depreciation of plant, equipment and improvements	$	519,576	$	540,953
Amortization of land use rights		35,176		35,053
Amortization of mining rights		320,926		263,396
	$	875,678	$	839,402

At September 30, 2010 and December 31, 2009, the Company holds mining rights to two limestone mines and two bauxite mines from which they are allowed to produce:

•   300,000 tons of limestone, from which the calcium needed for production of its products is derived

•   350,000 tons of bauxite, from which the aluminum for production of its products is derived.

10

WEALTH ENVIRONMENTAL PROTECTION GROUP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(5) Property, Plant and Equipment and Land Use and Mining Rights, continued

During the nine months periods ended September 30 2010 and 2009, the Company had production from its limestone and bauxite mines as follows (in tons):

	September 30,		September 30,
	2010		2009
Limestone		61,221	50,899
Bauxite		147,592	122,707

(6) Intangible Assets

The Company carried a net balance of patents amounted to $33,380 during year 2009.  At the end of year 2009, the Company disposed the entire balance of patents and which resulted a loss on disposal of patents for $33,380.  Amortization of patents during the nine months period ended September 30, 2009 was $3,967.

(7) Convertible Notes Payable

The Company obtained two Senior Preferred Secured Notes for a total amount of $500,000 from non-related company, China Growth Inc., on May 28, 2010 and September 3, 2010. The notes were initially borrowed by an affiliate.  After the restructuring in August and September 2010, the notes were assigned by this affiliate to the Company’s VIE on August 31, 2010.

The notes carry an interest rate of 10% per annum and are secured by cash collateral of $250,000, all of assets of the Company and all of Company’s common shares owned by shareholder, Mr. Tan Ming Zhuo.  The notes mature on the earlier of (a) the one year anniversary of the date of issue, (b) a Public Offering, (c) a Qualified Equity Funding, or (d) the occurrence of a Change of Control or Change of Ownership (the “maturity”).   A "Qualified Equity Funding” means a sale by the Company of its equity securities that raises at least $7,500,000 for the Company.  The notes contain a convertible feature upon the maturity that the outstanding notes amount will be converted to 3.2%of equity interest of Wealth upon the maturity of the notes.

Since this note is convertible into equity at a beneficial conversion rate, an embedded beneficial conversion feature was recorded as a debt discount and will be amortized utilizing the effective interest rate method over one year.  During the nine months ended September 30, 2010, a beneficial conversion feature of $500,000 was recorded as a discount to the convertible note payable and an amortization of discount in the amount of $125,000 was recorded as interest expense.

(8) Income Taxes

The Company has not recorded a provision for U.S. federal income tax for the year ended December 31, 2009 because all of the Company's operations are conducted in the PRC.

On March 16, 2007, the National People’s Congress of China approved the new Corporate Income Tax Law of the PRC (New CIT Law), which is effective from January 1, 2008. Under the New CIT Law, the statutory corporate income tax rate applicable to most companies, including the Company is 25%. In accordance with the New CIT Law, enterprises established under the laws of foreign countries or regions and whose “place of effective management” is located within the PRC territory are considered PRC resident enterprises and subject to the PRC income tax at the rate of 25% on worldwide income. The definition of “place of effective management" refers to an establishment that exercises, in substance, overall management and control over the production and business, personnel, accounting, properties, etc. of an ente rprise. As of December 31, 2009, no detailed interpretation or guidance has been issued to define “place of effective management”. Furthermore, as of December 31, 2009, the administrative practice associated with interpreting and applying the concept of “place of effective management” is unclear. However, the Company has analyzed the applicability of this law, as of and for the years ended December 31, 2009 and 2008, and the Company has accrued and paid PRC tax on such basis. The Company will continue to monitor changes in the interpretation or guidance of this law.

The New CIT Law also imposes a 10% withholding income tax, subject to reduction based on tax treaty where applicable, for dividends distributed by a foreign invested enterprise to its immediate holding company outside China. Such dividends were exempted from PRC tax under the previous income tax law and regulations.

11

WEALTH ENVIRONMENTAL PROTECTION GROUP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(8) Income Taxes, continued

The tax authority of the PRC Government conducts periodic and ad hoc tax filing reviews on business enterprises operating in the PRC after those enterprises had completed their relevant tax filings, hence the Company’s tax filings may not be finalized. It is therefore uncertain as to whether the PRC tax authority may take different views about the Company’s tax filings which may lead to additional tax liabilities.

The Company conducts substantially all of its business in PRC and it is subject to PRC income taxes at a 25% standard tax rate in 2010 and 2009.  Following is a reconciliation of the Company’s income tax provision of $3,535,196 and $2,787,480, for the nine months ended September 30, 2010 and 2009, respectively, to the expected US statutory rate of 34%:

	September 30, 2010				September 30, 2009
Description	Amount			Percent	Amount			Percent
Income taxes at US statutory rate	$	4,804,996		34%	$	3,790,973		34%
applied to pretax income
Difference between US and PRC
income tax rates		(1,271,911	)	(9)%		(1,003,493	)	(9)%
Other		2,111		-		-		-
Income tax provision	$	3,535,196		25%	$	2,787,480		25%

At September 30, 2010 and December 31, 2009, differences between the basis of assets and liabilities reported in the accompanying financial statements and those recognized for tax reporting purposes in the PRC, and the related deferred taxes were as follows:

	September 30,			December 31,
Description of Deferred Tax	2010			2009
Liability - Difference in basis of mining rights for
financial and tax reporting purposes	$	(272,319	)	$	(272,319	)
Asset  - liability for social insurance premiums
and provident housing funds not yet deductable
for tax purposes		75,000			75,000
Net deferred tax liability	$	(197,319	)	$	(197,319	)

Accounting for Uncertainty in Income Taxes

The Company accounts for uncertainty in income taxes in accordance with applicable accounting standards, which prescribe a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These accounting standards also provide guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

Based on the Company’s evaluation, the Company has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements.

12

WEALTH ENVIRONMENTAL PROTECTION GROUP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(9) Related Party Balances and Transactions

For the nine months ended September 30, 2010, the Company loaned a total amount of $114,485, on a non interest bearing basis, to an affiliated company, which is owned by the Company’s shareholders, Mr. Tan and Ms. Du.   In August 2010, the Company declared and paid dividends to Mr. Tan and Ms. Du in the amount of $1,375,829.  The dividend reduced the outstanding loans receivable from affiliated company and accordingly, the balance due from affiliated company as of September 30, 2010 and December 31, 2009 was $0 and $1,249,774, respectively.

During the nine months ended September 30, 2009, the Company loaned an aggregate amount of $3,664,453, on a non interest bearing basis, to Mr. Ming Zhou Tan (“Mr. Tan”), Ms. Hong Yu Du (“Ms. Du”) and Miss Jiang Jun Pan (“Miss Pan”).  On December 30, 2009, the Company declared and paid dividends to Mr. Tan, Ms. Du and Miss  Pan in the amount of $16,110,070. The entire outstanding loans receivable from these shareholders was paid in full through this dividend and accordingly, the balance due from shareholders as of December 31, 2009 was $-0-. These loans were treated as dividend in the accompanying financial statements.

In May 2010, Mr. Tan paid on behalf of the Company, a cash collateral of $250,000, pursuant to the terms of the Convertible Note Payable Agreement.  The Company recorded the cash collateral as other current assets and payable to related party on the balance sheet as of September 30, 2010.

(10) Segment Information

The Company follows FASB ASC 280-Segment Reporting, which requires that companies disclose segment data based on how management makes decision about allocating resources to segments and evaluating their performance. The Company has three operating segments identified by manufacturing facility and each segment is operated in a separate subsidiary. The Company primarily evaluates performance based on income before income taxes and excluding non-recurring items. The segment data presented below for the nine months periods ended September 30, 2010 and 2009, were prepared on the same basis as the Company’s consolidated financial statements:

As of and for the nine months ended September 30, 2010
	Jiangmen		Guizhou		Shanxi
	Wealth Water		Yefeng		Wealth		Eliminations		Total
Revenue, net	$	19,728,160	$	6,735,737	$	13,343,536	$	(3,782,520)	$	36,024,913
Cost of good sold		11,108,324		3,735,077		7,487,801		(3,782,520)		18,548,682
Gross profit		8,619,836		3,000,660		5,855,735		-		17,476,231
Selling and marketing		557,062		149,477		426,943		-		1,133,482
General and administrative		1,139,529		327,077		653,866		-		2,120,472
Income from operations	$	6,923,245	$	2,524,106	$	4,774,926	$	-	$	14,222,277

13

WEALTH ENVIRONMENTAL PROTECTION GROUP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(10) Segment Information, continued

As of and for the nine months ended September 30, 2010, continued
	Jiangmen		Guizhou		Shanxi
	Wealth Water		Yefeng		Wealth		Eliminations		Total
Current assets	$	14,759,822	$	5,282,053	$	8,281,133	$	-	$	28,323,008
Property, plant  and
equipment, land use and
mining rights		2,683,788		5,113,680		7,462,148		-		15,259,616
Other assets		-		-		-		-		-
Total assets	$	17,443,610	$	10,395,733	$	15,743,281	$	-	$	43,582,624
Current liabilities	$	2,136,541	$	872,427	$	1,194,278	$	-	$	4,203,246
Total liabilities		2,136,541		872,427		1,194,278		-		4,203,246
Shareholders' equity		15,307,069		9,523,306		14,549,003		-		39,379,378
Total liabilities and
shareholders' equity	$	17,443,610	$	10,395,733	$	15,743,281	$	-	$	43,582,624

As of and for the nine months ended September 30, 2009
	Jiangmen		Guizhou		Shanxi
	Wealth Water		Yefeng		Wealth		Eliminations		Total
Revenue, net	$	15,888,766	$	5,490,334	$	11,182,479	$	(3,093,913)	$	29,467,666
Cost of good sold		9,235,696		3,025,667		6,514,193		(3,093,913)		15,681,643
Gross profit		6,653,070		2,464,667		4,668,286		-		13,786,023
Selling and marketing		565,898		144,557		344,980		-		1,055,435
General and administrative		775,198		274,449		561,848		-		1,611,495
Income from operations	$	5,311,974	$	2,045,661	$	3,761,458	$	-	$	11,119,093

14

WEALTH ENVIRONMENTAL PROTECTION GROUP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(10) Segment Information, continued

As of and for the nine months ended September 30, 2009, continued
	Jiangmen		Guizhou		Shanxi
	Wealth Water		Yefeng		Wealth		Eliminations		Total
Current assets	$	9,002,145	$	5,241,882	$	10,884,379	$	(6,600,563)	$	18,527,843
Property, plant  and
equipment, land use and
mining rights		2,879,439		5,345,317		7,894,869		-		16,119,625
Other assets		-		-		-		-		-
Total assets	$	11,881,584	$	10,587,199	$	18,779,248	$	-	$	34,647,468
Current liabilities	$	8,634,587	$	682,911	$	1,025,544	$	(6,600,563)	$	3,742,479
Total liabilities		8,634,587		682,911		1,025,544		-		3,742,479
Shareholders' equity		3,246,997		9,904,288		17,753,704		-		30,904,989
Total liabilities and
shareholders' equity	$	11,881,584	$	10,587,199	$	18,779,248	$	-	$	34,647,468

(11) Subsequent Events

Following is an analysis of subsequent events that have not been recognized in the accompanying financial statements:

On December 15, 2010, China Growth Corporation(“China Growth”), a Cayman Islands company  entered into a share exchange agreement (the “Exchange Agreement”) with the Company and shareholders of Wealth (“Wealth Environmental Protection Shareholders”).  Wealth is a private company incorporated under the laws of British Virgin Islands. Wealth owns 100% of the issued and outstanding capital stock of Wealth Environmental Technology Holding Ltd. (“Wealth Technology”), a company incorporated under the laws of Hong Kong, which holds all of the issued and outstanding capital stock of Jiangmen Huiyuan Environmental Protection Technology Consultancy Co., Ltd (“Huiyuan”), a wholly foreign owned enterprise incorporated under the laws of the People’s Republic of C hina.

Pursuant to the terms of the Exchange Agreement, Wealth Environmental Protection Shareholders transferred to China Growth all of the issued and outstanding ordinary shares, a total of 7,000 shares, of the Company in exchange for the issuance of a total of 24,956,875 ordinary shares, par value $0.000128 per share, or 94.6% of the ordinary shares of the Company issued and outstanding after the Closing.

Concurrent with the Exchange Agreement, the Company also entered into certain agreements that have been given effect in the unaudited pro-forma consolidated financial statements as described below:

15

WEALTH ENVIRONMENTAL PROTECTION GROUP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 The Private Placement

On the Closing Date,  the China Growth entered  into a subscription agreement  with a group of accredited investors (the “Subscription Agreement”), pursuant to which China growth issued to the investors an aggregate of 222,402 units, or the Units, for an aggregate purchase price of $6,672,032, or $30.00 per Unit (the “Private Placement”). Each Unit consists of (i) two (2) shares of our Class A 6% convertible preference share (the “Preference Share”) with each of the Preference Share convertible into five ordinary shares for a total of ten ordinary shares per Unit, and (ii) a warrant to purchase five (5) ordinary shares at an exercise price of $4.50 per share (the “Warrant”).The closing of the Share Exchange was conditioned upon all conditions set forth in the Subscription Agreement being met and the closing of the Private Placement was conditioned upon the closing of the Share Exchange.  As soon as practicable, we shall effectuate a 1: 1.42610714 reverse stock split on all of the ordinary shares issued and outstanding at the closing of the Share Exchange (the “Reverse Split”).

Pursuant to the Subscription Agreement, The Company is obligated to file a registration statement covering the resale of the ordinary shares underlying the Preference Shares and the Warrants (the “Registrable Securities”) no later than thirty (30) days following the closing date. In the event that the registration statement is not timely filed, we are obligated to pay to each investor liquidated damages equal to 1% of each investor’s investment per month pursuant to the Subscription Agreement. In addition, we shall use our best efforts to cause the registration statement to be declared effective under the Securities Act as promptly as possible, but in no event later than 180 days following the Closing Date (the “Effective Date”). If the registration statement is not declared effective by the SEC on or pri or to the Effective Date, then we are obligated to pay to each investor liquidated damages equal to 1% of such investor’s investment. However, such liquidated damages payable in the event that the Registration Statement is not declared effective by the Effective Date will be waived, provided that (1) we have responded to all SEC comments on the Registration Statement and its amendments within twenty (20) business days of their respective receipt, which shall be extended to thirty (30) business days if the SEC response cannot be submitted because we are required to provide updated financial statements pursuant to Regulation S-X; and (2) if we are current with the filing of all of our periodic reports under the Exchange Act.

The securities shall only be treated as Registrable Securities if and only for so long as they (i) have not been sold (A) pursuant to a registration statement; (B) to or through a broker, dealer or underwriter in a public distribution or a public securities transaction; and/or (C) in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”) under Section 4(1) thereof so that all transfer restrictions and restrictive legends with respect thereto, if any, are removed upon the consummation of such sale; (ii) are not held by a holder or a permitted transferee; and (iii) are not eligible for sale pursuant to Rule 144 (or any successor thereto) under the Securities Act.

In connection with filing the registration statement, if the SEC limits the amount of Registrable Securities to be registered for resale pursuant to Rule 415 under the Securities Act, then the Company shall be entitled to exclude such disallowed Registrable Securities (the “Cut Back Shares”) on a pro rata basis among the holders thereof with a first priority given to the shares underlying the Warrants.  The Company shall prepare, and, as soon as practicable but in no event later than the six months from the date the registration statement was declared effective, file with the SEC an additional registration statement (“Additional Registration Statement”) on Form S-1 covering the resale of all of the disallowed Registrable Securities not previously registered on an Additional Registration Statement here under.  The Company shall use its best efforts to have each Additional Registration Statement declared effective by the SEC as soon as practicable.  No liquidated damages hereof shall accrue on or as to any Cut Back Shares, and the required Filing Date for such additional Registration Statement including the Cutback Shares will be tolled, until such time as the Company is able to effect the registration of the Cut Back Shares in accordance with any SEC comments.

16

 WEALTH ENVIRONMENTAL PROTECTION GROUP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Make Good Escrow Agreement

In connection with the Private Placement, we entered into a make good escrow agreement, or Make Good Escrow Agreement with Star Prince, and Access America Investments, LLC as representative of the investors, pursuant to which Star Prince delivered into an escrow account share certificates evidencing 4,500,000 ordinary shares held by it (after giving effect to the Reverse Split), to be held in favor of the investors in order to secure certain make good obligations. Under the Make Good Escrow Agreement, we established minimum after tax net income thresholds (as determined in accordance with GAAP and excluding any non-cash expenses and one-time expenses related to the reverse acquisition of Wealth Environmental Protection and the private placement transaction) of $13.2 million for fiscal year 2010 and $18.09 million for fiscal year 2011 and minimum earnings per share thresholds (calculated on a fully diluted basis and including adjustment for any stock splits, stock combinations, stock dividends or similar transactions, and for shares issued in one public offering or pursuant to the exercise of any warrants, options, or other securities issued during or prior to the calculation period) of $0.58 for fiscal year 2010 and $0.66 for fiscal year 2011. If our after tax net income or earnings per share for either fiscal year 2010 or fiscal year 2011 is less than 90% of the applicable performance threshold, then the performance threshold will be deemed not to have been achieved, and the investors will be entitled to receive ordinary shares based upon a pre-defined formula agreed to between the parties. The parties agreed that, for purposes of determining whether or not any of the performance thresholds are met, the release of any of the escrowed shares and any related expense recorded under GAAP shall not be deemed to be an expense, charge, or any other deduction from revenues even if GAAP requires contrary treatment or the annual report for the respective fiscal years filed with the SEC by the Company may report otherwise.

Holdback Escrow Agreement

Also in connection with the private placement, the Company entered into a holdback escrow agreement, or the Holdback Escrow Agreement, with Anslow & Jaclin, LLP, the escrow agent, and Access America Investments, LLC, as representative of the investors, pursuant to which $2,167,203 was deposited with the escrow agent to be distributed upon the satisfaction of certain covenants set forth in the Subscription Agreement. Pursuant to the Holdback Escrow Agreement, the $1,500,000 will be released to the Company upon the hiring of a chief financial officer on terms acceptable to Access America Investments, LLC and $667,203 will be released to us upon appointment of the required independent directors to our board of directors.

IR Escrow Agreement

The Company also entered into an investor relations escrow agreement, or the IR Escrow Agreement, with Anslow & Jaclin, LLP, the escrow agent, and Access America Investments, LLC, as representative of the investors, pursuant to which $120,000 was deposited with the escrow agent to be distributed in incremental amounts to pay our investor relations firm, the choice of which is subject to the approval of Access America Investments, LLC, which approval cannot be unreasonably withheld.

Lockup Agreements

In connection with the Private Placement, The Company also entered into lockup agreements, or the Lockup Agreement, with Wealth Environmental Protection Shareholders, pursuant to which each of Wealth Environmental Protection Shareholders agreed not to transfer any of our capital stock held directly or indirectly by them for an eighteen-month period following the closing of the Private Placement, unless it is approved otherwise by Access American Investments, LLC.

Shares Issued for Services

On December 15, 2010, we issued 998,275 shares to Mr. Karlson Ka Tsun PO, at par value 0.000128 per share, as compensation for the services he provided to us in connection with the Share Exchange and Private Placement.

Shares Issued for Conversion of Debt

On December 15, 2010, we issued 998,725 shares to Access America Fund, LP in connection with the automatic conversion of the notes for an aggregate of $500,000 that we issued to Access America Fund, LP in the event of the Share Exchange.

17

 WEALTH ENVIRONMENTAL PROTECTION GROUP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 (12) Restatement of Consolidated Financial Statements

The Company's management determined that Jiangmen Wealth, Shanxi Wealth, and Guzhou Yunfeng,the Company's operating subsidiaries under the PRC laws, have not  paid social insurance premiums and housing provident funds for their employees pursuant to the applicable PRC laws. The competent government authorities may require them not only to rectify their incompliance by paying the due and unpaid social insurance premiums and housing provident, but also impose fines. Management has calculated the Company's exposure related to unpaid social insurance premiums and housing provident funds and estimated the amount, including potential penalties to be approximately $300,000 and the consolidated financial statements have been restated to accrue such amount, net of related deferred taxes of $75,000 in the accompanying financial statem ents at September 30, 2010 and 2009..

Management also determined that deferred taxes of $85,292 were not properly accrued at September 30, 2010,  December 31, 2009 and 2008 and January 1, 2008 and the consolidated financial statements have been restated to accrue such amount.

Finally, management determined that the amount due to an affiliated company of $1,249,774 and $1,249,574 at December 31, 2009 and 2008, respectively were improperly shown as an asset instead of the proper classification as an offset to stockholders' equity. Management also determined that the origination of these loans and other loans to stockholders was improperly treated as an investing activity in 2009 instead of as a dividend in financing activities in the consolidated statement of cash flows. The amounts distributed during the nine months ended September 30, 2009 was $3,664,453, and these amounts have been reclassified to financing activities.

These adjustments had no impact on net income in the nine-months ended September 30, 2010 or 2009. The following is a summary of the adjustments to our previously issued consolidated balance sheets as of September 30, 2010 and our statement of cash flows for the nine months ended September 30, 2009.

18

WEALTH ENVIRONMENTAL PROTECTION GROUP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(12) Restatement of Consolidated Financial Statements, continued

:

September 30, 2010 Consolidated Balance Sheet
																Restated and
					As Reported		Adjustments			Restated			Reclassification			Reclassified
	ASSETS
	Current assets:
		Cash and cash equivalents			$	12,722,568	$	-		$	12,722,568		$	-		$	12,722,568
		Accounts receivable				888,190		-			888,190			-			888,190
		Inventories				595,543		-			595,543			-			595,543
		Due from an affiliated company				1,249,774		(1,249,774	)		-			-			-
		Other				1,467		-			1,467			-			1,467
			Total current assets			15,457,542		(1,249,774	)		14,207,768			-			14,207,768
	Property, plant and equipment
		and land and mining
		rights, net				6,554,959		-			6,554,959			9,266,956			15,821,915
	Land use rights, net					1,884,755		-			1,884,755			(1,884,755	)		-
	Mining rights, net					7,382,201		-			7,382,201			(7,382,201	)		-
			Total assets		$	31,279,457	$	(1,249,774	)	$	30,029,683		$	-		$	30,029,683
	LIABILITIES AND SHAREHOLDERS' EQUITY
	Current liabilities:
		Accounts payable			$	264,658	$	-		$	264,658		$	-		$	264,658
		Accrued expenses				167,388		300,000			467,388			-			467,388
		Value added taxes payable				335,787		-			335,787			-			335,787
		Other taxes payable				66,272		-			66,272			-			66,272
		Income tax payable				1,043,662		(187,027	)		856,635			-			856,635
			Total current liabilities			1,877,767		112,973			1,990,740			-			1,990,740
	Deferred income taxes					-		197,319			197,319			-			197,319
			Total liabilities			1,877,767		310,292			2,188,059			-			2,188,059
	Commitments and contingencies
	Shareholders' equity:
		Common stock				-		-			-			7,000			7,000
		Additional paid-in capital				15,068,970		-			15,068,970			-			15,068,970
		Accumulated other
			comprehensive income			3,291,703		-			3,291,703			-			3,291,703
		Due from shareholders				-		(1,249,774	)		(1,249,774	)		1,242,774			(7,000	)
		Retained earnings				11,041,017		(310,292	)		10,730,725			(1,249,774	)		9,480,951
			Total shareholders' equity			29,401,690		(1,560,066	)		27,841,624			-			27,841,624
			Total liabilities and
				shareholders' equity	$	31,279,457	$	(1,249,774)		$	30,029,683		$	-		$	30,029,683

19

WEALTH ENVIRONMENTAL PROTECTION GROUP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(12) Restatement of Consolidated Financial Statements, continued

Consolidated Statement of Cash Flows for the Nine Months Ended September 30, 2009
														Restated and
			As Reported			Adjustments			Restated			Reclassifications		Reclassified
	Cash flows from operations		$	10,072,833		$	-		$	10,072,833		$	-	$	10,072,833
	Cash flows from investing activities			(9,390,350	)		9,272,639			(117,711	)		-		(117,711	)
	Cash flows from financing activities			-			(9,272,639	)		(9,272,639	)		-		(9,272,639	)
	Effect of exchange rate changes on cash			588,377			-			588,377			-		588,377
	Net increase in cash and cash
		equivalents	$	1,270,860		$	-		$	1,270,860		$	-	$	1,270,860

 

20

EX-99.3

Exhibit 99.3

CHINA GROWTH CORPORATION

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

Summary of Transactions and Basis of Presentation

On December 15, 2010, China Growth Corporation (“China Growth” or the “Company”), a Cayman Islands company  entered into a share exchange agreement (the “Exchange Agreement”) with Wealth Environmental Protection Group (“Wealth”), a British Virgin Islands company and shareholders of Wealth Environmental Protection (“Wealth Environmental Protection Shareholders”).  Wealth is a private company incorporated under the laws of British Virgin Islands. Wealth owns 100% of the issued and outstanding capital stock of Wealth Environmental Technology Holding Ltd. (“Wealth Technology”), a company incorporated under the laws of Hong Kong, which holds all of the issued and outstanding capital stock of Jiangmen Huiyuan Environmental Protection Technology Consul tancy Co., Ltd (“Huiyuan”), a wholly foreign owned enterprise incorporated under the laws of the People’s Republic of China.

Pursuant to the terms of the Exchange Agreement, Wealth Environmental Protection Shareholders transferred to the Company all of the issued and outstanding ordinary shares, a total of 7,000 shares, of Wealth Environmental Protection in exchange for the issuance of a total of 24,956,875 ordinary shares, par value $0.000128 per share, or 94.6% of the ordinary shares of the Company issued and outstanding after the Closing.

Concurrent with the Exchange Agreement, the Company also entered into certain agreements that have been given effect in the unaudited pro-forma consolidated financial statements as described below:

 The Private Placement

On the Closing Date,  the Company  entered  into a subscription agreement  with a group of accredited investors (the “Subscription Agreement”), pursuant to which we issued to the investors an aggregate of 222,402 units, or the Units, for an aggregate purchase price of $6,672,032, or $30.00 per Unit (the “Private Placement”). Each Unit consists of (i) two (2) shares of our Class A 6% convertible preference share (the “Preference Share”) with each of the Preference Share convertible into five ordinary shares for a total of ten ordinary shares per Unit, and (ii) a warrant to purchase five (5) ordinary shares at an exercise price of $4.50 per share (the “Warrant”).The closing of the Share Exchange was conditioned upon all conditions set forth in th e Subscription Agreement being met and the closing of the Private Placement was conditioned upon the closing of the Share Exchange.  As soon as practicable, we shall effectuate a 1: 1.42610714 reverse stock split on all of the ordinary shares issued and outstanding at the closing of the Share Exchange (the “Reverse Split”).

Pursuant to the Subscription Agreement, we are obligated to file a registration statement covering the resale of the ordinary shares underlying the Preference Shares and the Warrants (the “Registrable Securities”) no later than thirty (30) days following the closing date. In the event that the registration statement is not timely filed, we are obligated to pay to each investor liquidated damages equal to 1% of each investor’s investment per month pursuant to the Subscription Agreement. In addition, we shall use our best efforts to cause the registration statement to be declared effective under the Securities Act as promptly as possible, but in no event later than 180 days following the Closing Date (the “Effective Date”). If the registration statement is not declared effective by the SEC on or prior to the Effective Date, then we are obligated to pay to each investor liquidated damages equal to 1% of such investor’s investment. The maximum aggregate liquidated damages payable to each Subscriber under this Agreement shall be seven percent (7%) of the purchase price paid by such Subscriber pursuant to this Agreement. However, such liquidated damages payable in the event that the Registration Statement is not declared effective by the Effective Date will be waived, provided that (1) we have responded to all SEC comments on the Registration Statement and its amendments within twenty (20) business days of their respective receipt, which shall be extended to thirty (30) business days if the SEC response cannot be submitted because we are required to provide updated financial statements pursuant to Regulation S-X; and (2) if we are current with the filing of all of our periodic reports under the Exchange Act. Based on the terms of our registration payment arrangement, we could become subject to cash damages of up  to 7% of the $6,672,032 we raised under the Subscription Agreement or $467,042.

The securities shall only be treated as Registrable Securities if and only for so long as they (i) have not been sold (A) pursuant to a registration statement; (B) to or through a broker, dealer or underwriter in a public distribution or a public securities transaction; and/or (C) in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”) under Section 4(1) thereof so that all transfer restrictions and restrictive legends with respect thereto, if any, are removed upon the consummation of such sale; (ii) are not held by a holder or a permitted transferee; and (iii) are not eligible for sale pursuant to Rule 144 (or any successor thereto) under the Securities Act.

1

CHINA GROWTH CORPORATION

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

In connection with filing the registration statement, if the SEC limits the amount of Registrable Securities to be registered for resale pursuant to Rule 415 under the Securities Act, then the Company shall be entitled to exclude such disallowed Registrable Securities (the “Cut Back Shares”) on a pro rata basis among the holders thereof with a first priority given to the shares underlying the Warrants.  The Company shall prepare, and, as soon as practicable but in no event later than the six months from the date the registration statement was declared effective, file with the SEC an additional registration statement (“Additional Registration Statement”) on Form S-1 covering the resale of all of the disallowed Registrable Securities not previously registered on an Additional Registration Statement hereu nder.  The Company shall use its best efforts to have each Additional Registration Statement declared effective by the SEC as soon as practicable.  No liquidated damages hereof shall accrue on or as to any Cut Back Shares, and the required Filing Date for such additional Registration Statement including the Cutback Shares will be tolled, until such time as the Company is able to effect the registration of the Cut Back Shares in accordance with any SEC comments.

Make Good Escrow Agreement

In connection with the Private Placement, we entered into a make good escrow agreement, or Make Good Escrow Agreement with Star Prince, and Access America Investments, LLC as representative of the investors, pursuant to which Star Prince delivered into an escrow account share certificates evidencing 4,500,000 ordinary shares held by it (after giving effect to the Reverse Split), to be held in favor of the investors in order to secure certain make good obligations. Under the Make Good Escrow Agreement, we established minimum after tax net income thresholds (as determined in accordance with GAAP and excluding any non-cash expenses and one-time expenses related to the reverse acquisition of Wealth Environmental Protection and the private placement transaction) of $13.2 million for fiscal year 2010 and $18.09 million for fiscal year 2011 a nd minimum earnings per share thresholds (calculated on a fully diluted basis and including adjustment for any stock splits, stock combinations, stock dividends or similar transactions, and for shares issued in one public offering or pursuant to the exercise of any warrants, options, or other securities issued during or prior to the calculation period) of $0.58 for fiscal year 2010 and $0.66 for fiscal year 2011. If our after tax net income or earnings per share for either fiscal year 2010 or fiscal year 2011 is less than 90% of the applicable performance threshold, then the performance threshold will be deemed not to have been achieved, and the investors will be entitled to receive ordinary shares based upon a pre-defined formula agreed to between the parties. The parties agreed that, for purposes of determining whether or not any of the performance thresholds are met, the release of any of the escrowed shares and any related expense recorded under GAAP shall not be deemed to be an expense, charge, or any o ther deduction from revenues even if GAAP requires contrary treatment or the annual report for the respective fiscal years filed with the SEC by the Company may report otherwise.

Holdback Escrow Agreement

Also in connection with the private placement, we entered into a holdback escrow agreement, or the Holdback Escrow Agreement, with Anslow & Jaclin, LLP, the escrow agent, and Access America Investments, LLC, as representative of the investors, pursuant to which $2,167,203 was deposited with the escrow agent to be distributed upon the satisfaction of certain covenants set forth in the Subscription Agreement. Pursuant to the Holdback Escrow Agreement, the $1,500,000 will be released to the Company upon the hiring of a chief financial officer on terms acceptable to Access America Investments, LLC and $667,203 will be released to us upon appointment of the required independent directors to our board of directors.

IR Escrow Agreement

We also entered into an investor relations escrow agreement, or the IR Escrow Agreement, with Anslow & Jaclin, LLP, the escrow agent, and Access America Investments, LLC, as representative of the investors, pursuant to which $120,000 was deposited with the escrow agent to be distributed in incremental amounts to pay our investor relations firm, the choice of which is subject to the approval of Access America Investments, LLC, which approval cannot be unreasonably withheld.

Lockup Agreements

In connection with the Private Placement, we also entered into lockup agreements, or the Lockup Agreement, with Wealth Environmental Protection Shareholders, pursuant to which each of Wealth Environmental Protection Shareholders agreed not to transfer any of our capital stock held directly or indirectly by them for an eighteen-month period following the closing of the Private Placement, unless it is approved otherwise by Access American Investments, LLC.

Shares Issued for Services

On December 15, 2010, we issued 998,275 shares to Mr. Karlson Ka Tsun PO, at par value 0.000128 per share, as compensation for the services he provided to us in connection with the Share Exchange and Private Placement.

2

CHINA GROWTH CORPORATION

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

Shares Issued for Conversion of Debt

On December 15, 2010, we issued 998,725 shares to Access America Fund, LP in connection with the automatic conversion of the notes for an aggregate of $500,000 that we issued to Access America Fund, LP in the event of the Share Exchange.

Pro Forma Financial Statements

The unaudited pro forma consolidated financial statements of the Company in the opinion of management include all material adjustments directly attributable to the aforementioned share exchanges contemplated by the agreements and to the agreements and transactions entered into concurrently with those agreements as described above.  The unaudited pro forma consolidated balance sheet reflects the financial position of the company had the share exchange occurred on September 30, 2010.  The unaudited pro forma consolidated statements of income (loss) and comprehensive income (loss) were prepared as if the transaction was consummated on the beginning of the reporting periods. The Private Placement

These pro forma unaudited combined financial statements should be read in conjunction with the Registrant's historical financial statements and notes thereto and the consolidated financial statements of Huiyuan and its variable interest entity, Jiangmen Wealth Water Purifying Agent Company, Ltd. (“Wealth Water”) and Wealth Water’s wholly-owned and majority-owned subsidiaries, included elsewhere in this report.  These unaudited pro forma consolidated financial statements have been prepared for comparative purposes only and do not purport to be indicative of the results of operations which actually would have resulted had the transaction occurred on the date indicated and are not necessarily indicative of the results that may be expected in the future.

Proforma Earnings per Share

The pro forma basic and dilutive net income per share is based on the weighted average number of shares of pro forma China Growth as if the shares issued to acquire Wealth had taken place at the beginning of each of the reporting periods.

3

CHINA GROWTH CORPORATION
UNAUDITED PROFORMA CONDENSED COMBINED BALANCE SHEET
	China Growth			Wealth
	as of			as of
	September 30,			September 30,			Pro Forma					Pro Forma
	2010			2010 (4)			Adjustments					Combined
ASSETS:				(As Restated)
Current assets:
Cash and cash equivalent	$	1,426		$	25,839,474		$	4,384,829		(6	)	$	30,225,729
Restricted cash					-			2,167,203		(9	)
								120,000		(10	)		2,287,203
Note receivable from affiliate		500,000			-			(500,000	)	(4	)		-
Accounts receivable		-			1,431,175			-					1,431,175
Inventories		-			816,543			-					816,543
Other current assets		10,613			250,898			-					261,511
Total current assets		512,039			28,338,090			6,172,032					35,022,161
Property, plant and equipment and
land use and mining rights, net		-			15,259,616			-					15,259,616
Total Assets	$	512,039		$	43,597,706		$	6,172,032				$	50,281,777
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
Convertible notes payable, net		-		$	125,000		$	375,000		(13	)
								(500,000	)	(4	)		-
Note payable to affiliate		500,000			-			(500,000	)	(8	)		-
Payable to related parties		12,876			250,000			-					262,876
Accounts payable		1,302			1,528,257			-					1,529,559
Accrued interest payable		10,617			10,347			-					20,964
Accrued expense		-			487,404			-					487,404
Value added taxes payable		-			361,676			-					361,676
Other taxes payable		-			87,457			-					87,457
Income tax payable		-			1,466,078			(396,500	) )	(12	)		1,069,578
Total current liabilities		524,795			4,316,219			(1,021,500	)				3,819,514
Deferred income taxes					197,319								197,319
Total liabilities		524,795			4,513,538			(1,021,500	)				4,016,833
Commitments and contingencies
Shareholders' equity (deficit):
Preference shares		-			-			854		(6	)		854
Ordinary shares		128			7,000			(4,760	)	(1	)
								90		(7	)
								90		(8	)		2,548
Additional paid-in capital		6,597			15,584,052			(14,721	)	(3	)
								499,910		(7	)
								1,210,910		(8	)
								6,671,178		(6	)		23,957,926
Subscription receivable		-			(7,000	)							(7,000	)
Accumulated other comprehensive income		-			4,085,940			-					4,085,940
Retained earnings		(19,481	)		19,414,176			19,481		(2	)
								(1,189,500	)	(11	)		18,224,676
Total shareholders' equity (deficit)		(12,756	)		39,084,168			7,193,532					46,264,944
Total liabilities and shareholders' equity	$	512,039		$	43,597,706		$	6,172,032				$	50,281,777

4

CHINA GROWTH CORPORATION

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

(1)	This adjustment gives effect to the Issuance of 17,500,000 ordinary shares of China Growth in exchange of the ownership of the 7,000 ordinary shares of Wealth. Under the terms of the Exchange Agreement with Wealth, and shareholders of Wealth named in the Exchange Agreement, Wealth transferred to China Growth all of the issued and outstanding ordinary shares of Wealth in exchange for the issuance of a total of 24,956,875 ordinary shares, par value $0.000128 per share, or 96.15% of the ordinary shares of the Company issued and outstanding after the Closing. China Growth has not effectuated the 1: 1.42610714 reverse stock split on all of the ordinary shares issued and outstanding at the closing of the Share Exchange that will ultimately result  in Wealth shareholders owning 17,500,000 shares when effective.
(2)	Elimination of the accumulated deficit of China Growth, the accounting acquiree.
(3)	Net effects of notes (1) and (2)
(4)	This adjustment represents the elimination of intercompany balances. The $500,000 note payable to affiliate on China Growth's balance sheet is the result of Access America Fund, LP's $500,000 loan to China Growth to enable China Growth to loan Wealth $500,000 to pay costs of the restructuring.  Access America Fund, LP's loan is convertible and includes an automatic conversion provision that was triggered by the event of the Share Exchange. The loan between China Growth and Wealth eliminate when the remaining $375,000 beneficial conversion discount is fully accreted.
(5)	Includes the accounts of Wealth's wholly owned and majorly owned subsidiaries and its variable interest entities.
(6)	This adjustment gives effect to the private placement of preferred shares and warrants completed on December 15, 2010, with a group of accredited investors, under which the Company which we issued to the investors an aggregate 222,402 Units for a purchase price of $6,672,032, or $30.00 per Unit. Each Unit consists of two Preferred Shares and a Warrant to purchase five ordinary shares after giving effect to the Reverse Split described in adjustment (1). The Warrants have a term of 5 years, bear an exercise price of $4.50 per share (subject to customary adjustments), are exercisable on a net exercise or cashless basis and are exercisable by investors at any time after the closing date.
(7)	This adjustment gives effect to the Company's December 15, 2010 issuance of  998,275 shares (700,000 post reverse split shares) to Mr. Karlson Ka Tsun PO,  as compensation for the services he provided to us in connection with the Share Exchange and Private Placement. The foregoing securities were issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering.
(8)	This adjustment gives effect to the Company's December 15, 2010 issuance of 998,725 shares (700,000 post reverse split shares) to Access America Fund, LP to in payment of $500,000 of convertible debt under an automatic conversion provision included in the notes, triggered by the event of the Share Exchange. The entire proceeds of this note were originally allocated to the embedded beneficial conversion feature resulting in a debt discount that was being accreted to interest expense over the one year term of the note. The unamortized portion of the discount or $375,000 was recognized as interest expense at the date of conversion.
(9)	This adjustment gives effect to the holdback agreement entered into at the time of  the private placement, we entered into a holdback escrow agreement pursuant to which $2,167,203 was deposited with the escrow agent to be distributed upon the satisfaction of certain covenants set forth in the Subscription Agreement. Pursuant to the Holdback Escrow Agreement, the $1,500,000 will be released to the Company upon the hiring of a chief financial officer on terms acceptable under the agreement and $667,203 will be released to us upon appointment of the required independent directors to our board of directors.
(10)	This adjustment give effect to the investor relations escrow agreement, or the IR Escrow Agreement, with Anslow & Jaclin, LLP, the escrow agent, and Access America Investments, LLC, as representative of the investors, pursuant to which $120,000 was deposited with the escrow agent to be distributed in incremental amounts to pay our investor relations firm, the choice of which is subject to the approval of Access America Investments, LLC.
(11)	Effect of adjustments to income on retained earnings.
(12)	To record the tax effect of adjustments to income.
(13)	To accrete and recognize as interest expense the unamortized beneficial conversion discount on the debt to Access America Fund, LP

5

CHINA GROWTH CORPORATION
UNAUDITED PROFORMA CONDENSED COMBINED STATEMENT OF INCOME (LOSS)
AND COMPREHENSIVE INCOME (LOSS)
				Wealth
	China Growth			For the
	For The Three			Nine Months
	Months Ended			Ended
	September 30,			September 30,			Pro Forma					Pro Forma
	2010			2010 (1)			Adjustments					Combined
Revenue, net of sales discount	$	-		$	36,024,913			-				$	36,024,913
Cost of revenue		-			18,548,682			-					18,548,682
Gross profit		-			17,476,231			-					17,476,231
Operating expense:
Selling and marketing		-			1,133,482			-					1,133,482
General and administrative		1,006			2,120,472			-					2,121,478
Total operating expenses		1,006			3,253,954			-					3,254,960
Income (loss) from operations		(1,006	)		14,222,277			-					14,221,271
Other income (expenses):
Cost of recapitalization								(1,211,000	)	(2	)		(1,211,000	)
Interest income		-			45,411			-					45,411
Interest expense		-			(135,347	)		(375,000	)	(3	)		(510,347	)
Total other expenses		-			(89,936	)		(1,586,000	)				(1,675,936	)
Income before provision for income taxes		(1,006	)		14,132,341			(1,586,000	)				12,545,335
Provision for income taxes		-			3,535,196			396,500		(4	)		3,138,696
Net income		(1,006	)		10,597,145			(1,189,500	)				9,406,639
Other comprehensive income-
Foreign currency translation adjustments		-			794,237			-					794,237
Comprehensive income (loss)	$	(1,006	)	$	11,391,382		$	(1,189,500	)			$	10,200,876
Weighted average number of shares outstanding -
basic and diluted		998,275			7,000			17,493,000		(5	)
								700,000		(2	)
								700,000		(3	)		19,898,275
Net (loss) income per common share - basic and diluted	$	-		$	1,627.34							$	0.47

6

CHINA GROWTH CORPORATION

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

(1)	Includes the accounts of Wealth's wholly owned subsidiaries and its variable interest entity, Wealth Water, and Wealth Water's wholly owned and major owned subsidiaries.
(2)	This adjustment gives effect to the Company's December 15, 2010 issuance of  998,275 shares (700,000 post reverse split shares) to Mr. Karlson Ka Tsun PO,  as compensation for the services he provided to us in connection with the Share Exchange and Private Placement. The foregoing securities were issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering.
(3)	To accrete and recognize as interest expense the unamortized beneficial conversion discount on the debt to Access America Fund, LP
(4)	To recognize the tax effect of adjustments (1) and (2)
(5)	This adjustment gives effect to the Issuance of 17,500,000 ordinary shares of China Growth in exchange of the ownership of the 7,000 ordinary shares of Wealth. Under the terms of the Exchange Agreement with Wealth, and shareholders of Wealth named in the Exchange Agreement, Wealth transferred to China Growth all of the issued and outstanding ordinary shares of Wealth in exchange for the issuance of a total of 24,956,875 ordinary shares, par value $0.000128 per share, or 96.15% of the ordinary shares of the Company issued and outstanding after the Closing. China Growth has not effectuated the 1: 1.42610714 reverse stock split on all of the ordinary shares issued and outstanding at the closing of the Share Exchange that will ultimately result  in Wealth shareholders owning 17,500,000 shares when effective.

7

CHINA GROWTH CORPORATION
UNAUDITED PROFORMA COMBINED STATEMENT OF INCOME (LOSS) COMPREHENSINCOME (LOSS)
AND COMPREHENSIVE INCOME (LOSS)
	China Growth			Wealth
	For the Year Ended			For the Year Ended
	December 31,			December 31,		Pro Forma					Pro Forma
	2009			2009 (1)		Adjustments					Combined
Revenue, net of sales discount	$	-		$	38,975,961		-				$	38,975,961
Cost of revenue		-			20,703,600		-					20,703,600
Gross profit		-			18,272,361		-					18,272,361
Operating expense:
Selling and marketing		-			1,454,054		-					1,454,054
General and administrative		2,374			2,251,883		-					2,254,257
Total operating expenses		2,374			3,705,937		-					3,708,311
Income (loss) from operations		(2,374	)		14,566,424		-					14,564,050
Other income (expenses):
Cost of recapitalization		-			-		(1,211,000	)	(2	)		(1,211,000	)
Interest expense							(500,000	)	(3	)		(500,000	)
Interest income		-			43,649		-					43,649
Total other expenses		-			43,649		(1,711,000	)				(1,667,351	)
Income before provision for income taxes		(2,374	)		14,610,073		(1,711,000	)				12,896,699
Provision for income taxes		-			3,652,518		427,750		(4	)		3,224,768
Net income		(2,374	)		10,957,555		(1,283,250	)				9,671,931
Other comprehensive income-
Foreign currency translation adjustments		-			4,043		-					4,043
Comprehensive income (loss)	$	(2,374	)	$	10,961,598	$	(1,283,250	)			$	9,675,974
Weighted average number of shares outstanding -
basic and diluted		998,275			7,000		17,493,000		(5	)
							700,000		(3	)
							700,000		(4	)		19,898,275
Net (loss) income per common share - basic and diluted	$	-		$	1,565.94						$	0.49

8

CHINA GROWTH CORPORATION

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

(1)	Includes the accounts of Wealth's wholly owned subsidiaries and its variable interest entity, Wealth Water, and Wealth Water's wholly owned and major owned subsidiaries.
(2)	This adjustment gives effect to the Company's December 15, 2010 issuance of  998,275 shares (700,000 post reverse split shares) to Mr. Karlson Ka Tsun PO,  as compensation for the services he provided to us in connection with the Share Exchange and Private Placement. The foregoing securities were issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering.
(3)	To accrete and recognize as interest expense the unamortized beneficial conversion discount on the debt to Access America Fund, LP
(4)	To recognize the tax effect of adjustments (1) and (2)
(5)	This adjustment gives effect to the Issuance of 17,500,000 ordinary shares of China Growth in exchange of the ownership of the 7,000 ordinary shares of Wealth. Under the terms of the Exchange Agreement with Wealth, and shareholders of Wealth named in the Exchange Agreement, Wealth transferred to China Growth all of the issued and outstanding ordinary shares of Wealth in exchange for the issuance of a total of 24,956,875 ordinary shares, par value $0.000128 per share, or 96.15% of the ordinary shares of the Company issued and outstanding after the Closing. China Growth has not effectuated the 1: 1.42610714 reverse stock split on all of the ordinary shares issued and outstanding at the closing of the Share Exchange that will ultimately result  in Wealth shareholders owning 17,500,000 shares when effective.

9