8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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): November 10, 2010

THE PARKVIEW GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-53491	65-0918608
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

No. 88, Eastern Outer Ring Road, Ningguo City, Anhui Province, 242300, People’s Republic of China

(Address of principal executive offices)

Registrant’s telephone number, including area code: (+86) 0563-430-9999

Copy of correspondence to:

Marc J. Ross, Esq.

James M. Turner, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway

New York, New York 10006

Tel: (212) 930-9700 Fax: (212) 930-9725

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):

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

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

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

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

TABLE OF CONTENTS

Item No.	Description of Item	Page No.
Item 1.01	Entry Into a Material Definitive Agreement	4
Item 2.01	Completion of Acquisition or Disposition of Assets	5
Item 3.02	Unregistered Sales of Equity Securities	41
Item 4.01	Changes in Registrant’s Certifying Accountant	42
Item 5.01	Changes in Control of Registrant	43
Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers	44
Item 5.06	Change in Shell Company Status	44
Item 8.01	Other Events
Item 9.01	Financial Statements and Exhibits	44

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Form 8-K and other reports filed by us from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, our management as well as estimates and assumptions made by our management. When used in the filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to us or our management identify forward looking statements. Such statements reflect the current view of our management with respect to future events and are subject to risks, uncertainties, assumptions and other factors (including the risks contained in the section of this report entitled “Risk Factors”) as they relate to our industry, our operations and results of operations, and any businesses that we may acquire. Should one or more of the events described in these risk factors materialize, or should our underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Although we believe that the expectations reflected in the forward looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the U.S. federal securities laws, we do not intend to update any of the forward-looking statements to conform them to actual results. The following discussion should be read in conjunction with our pro forma financial statements and the related notes that will be filed herein.

Currency, exchange rate, and “China” and other references

Unless otherwise noted, all currency figures in this filing are in U.S. dollars. References to “yuan” or “RMB” are to the Chinese yuan, which is also known as the renminbi. According to the currency exchange website www.xe.com, on November 10, 2010, $1.00 was equivalent to 6.6385 yuan.

References to “PRC” are to the People’s Republic of China.

References to “Dynamic Ally” are to Dynamic Ally Limited, a British Virgin Islands company that we control.

Unless otherwise specified or required by context, references to “we,” “the Company”, “our” and “us” refer collectively to (i) The Parkview Group, Inc. (“Parkview”), (ii) Dynamic Ally’s subsidiary, Ningguo Taiyang Incubation Plant Co., Ltd. (“Ningguo”) a WFOE established under the laws of the People’s Republic of China (“China” or “PRC”), (iii), Anhui Taiyang Poultry Col, Ltd (“Anhui”), a company incorporated under the laws of the PRC which, on May 26, 2010, entered into a series of contractual agreements with Ningguo, as more fully described herein, and (iv) Dynamic Ally.

References to the “Bulletin Board,” the “OTC Bulletin Board” are to the Over-the-Counter Bulletin Board, a securities quotation service, which is accessible at the website www.otcbb.com.

References to Dynamic Ally’s “registered capital” are to the equity of Dynamic Ally, which under PRC law is measured not in terms of shares owned but in terms of the amount of capital that has been contributed to a company by a particular shareholder or all shareholders. The portion of a limited liability company’s total capital contributed by a particular shareholder represents that shareholder’s ownership of the company, and the total amount of capital contributed by all shareholders is the company’s total equity. Capital contributions are made to a company by deposits into a dedicated account in the company’s name, which the company may access in order to meet its financial needs. When a company’s accountant certifies to PRC authorities that a capital contribution has been made and th e company has received the necessary government permission to increase its contributed capital, the capital contribution is registered with regulatory authorities and becomes a part of the company’s “registered capital.”

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Item 1.01. Entry into a Material Definitive Agreement

Background

As more fully described below, on November 10, 2010, we consummated a number of related transactions through which we acquired control of Dynamic Ally. Dynamic Ally is a private breeder and seller of ducks and duck parts in the PRC. All of the business operations are carried out by Anhui, which Dynamic controls through contractual arrangements between Ningguo and Anhui. Through Anhui, Dynamic raises, processes and markets ducks and duck related food products through three business lines:

o Breeding Unit – breeds, hatches, and cultivates ducklings for resale and processing by Food Processing Unit

o Feed Unit – produces duck feed for internal use and external sale

o Food Processing Unit – processes ducklings into frozen raw food product for commercial resale.

All of the business operations are in Ninnguo City, located in the province of Anhui, in southern-central China

The Reverse Merger Transaction

On November 10, 2010 (“Closing Date” and the closing of the reverse merger transaction, the “Closing”), Parkview executed and consummated a share exchange agreement by and among Dynamic Ally, a British Virgin Islands company and the stockholders of 100% of Dynamic Ally’s common stock (the “Dynamic Ally Shareholders”), on the one hand, and Parkview and certain holders of Parkview’s issued and outstanding common stock (the “Representative Shareholders”) on the other hand (the “Share Exchange Agreement” and the transaction, the “Reverse Merger Transaction”).

In the Reverse Merger Transaction, Dynamic Ally’s shareholders exchanged their shares of Dynamic Ally for newly issued shares of Common Stock of Parkview. As a result, upon completion of the Reverse Merger Transaction, Dynamic Ally became Parkview’s wholly-owned subsidiary.

Upon the completion of the Reverse Merger Transaction and the Financing (as defined below), the Company has 9,551,333 shares of Common Stock issued and outstanding. In addition, all of the current officers and one of the two directors of Parkview resigned, and all of Anhui’s current officers became executive officers of Parkview, and Wu Qiyou was appointed a Chairman of Parkview.

Upon completion of the Share Exchange, the current shareholders of Dynamic Ally received in exchange for all of their shares of Dynamic Ally’s Common Stock, an aggregate of 6,577,551 shares of Parkview’s Common Stock. Parkview’s existing stockholders retained 382,090 shares of Common Stock and 145,000 shares of Common Stock were sold by three of Parkview’s existing stockholders to affiliates of Parkview and retired. In connection with the Share Exchange, we granted piggyback registration rights to Parkview’s existing stockholders, of which an aggregate of 314,347 shares will be included in the registration statement registering for resale the Securities issued pursuant the private placement conducted, which is described herein.

Our board of directors (the “Board”) as well as the directors and the shareholders of Dynamic Ally, each approved the Share Exchange Agreement and the transactions contemplated thereunder.

Dynamic Ally owns 100% of Ningguo, which is a WFOE under the laws of the PRC. Ningguo has entered into a series of contractual arrangements with Anhui, a limited liability company headquartered in, and organized under the laws of, the PRC. The contractual arrangements are discussed below in Item 2.01 under the section titled “Description of Business.” Throughout this Form 8-K, Dynamic Ally, Ningguo and Anhui are sometimes collectively referred to as the “Dynamic Ally Group.”

As a result of the Reverse Merger Transaction, we acquired 100% of the capital stock of Dynamic Ally and consequently, control of the business and operations of the Dynamic Ally Group. Prior to the Reverse Merger Transaction, we were a public reporting company in the development stage. From and after the Closing Date of the Share Exchange Agreement, our primary operations consist of the business and operations of the Dynamic Ally Group, which are conducted by Dynamic Ally in China.

In connection with the Closing, on November 10, 2010 we sold to certain investors (the “Purchasers”) units (the “Units”) for aggregate cash gross proceeds of $4,450,072, at a price of $8.00 per Unit and the exchange of $549,984 in previously issued debentures that were converted into Units at a price of $6.00 per Unit (the “Financing”). Each Unit consists of four (4) shares of common stock, $0.001 par value (the “Common Stock”) and a Warrant to purchase one (1) share (the “Warrants”). The description of other material terms and conditions of the Financing are set forth in Item 3.02 below.

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Item 2.01 Completion of Acquisition or Disposition of Assets .

As described in detail in Item 1.01 above, on November 10, 2010, we acquired the stock of Dynamic Ally pursuant to the Share Exchange Agreement.

As a result of the reverse acquisition, our principal business became the business of Dynamic Ally, which is the breeding and selling of ducks and duck parts in the PRC.

DESCRIPTION OF OUR BUSINESS

Company Organization

Dynamic is a holding company incorporated in British Virgin Islands. Since incorporation, Dynamic has not conducted any substantive operations of its own except for holding 100% equity interests of Ningguo.

Ninnguo is a limited liability company organized in the PRC on May 25, 2010. Ninnguo was formed by Dynamic. Other than the activities relating to its contractual arrangements with Anhui as described below, Ninnguo has no other business operations.

Anhui is a limited liability company organized in the PRC in June 1996. Anhui holds the government licenses and approvals necessary to operate the duck farming business in China. We do not own any equity interests in Anhui, but control and receive the economic benefits of its business operations through contractual arrangements. Through Ninnguo, we have contractual arrangements with Anhui and its owners pursuant to which we provide consulting and other general business operation services. We will receive distributions from our consolidated affiliates only to the extent service fees are paid to Ninnguo under these series of agreements and further distributed as dividends or other shareholder distributions by Ninnguo through Dynamic. Through these contractual arrangements, we also have the ability to substantially influence their daily operations and financial affairs, since we are able to appoint their senior executives and approve all matters requiring approval of the equity owners. As a result of these contractual arrangements, which enable us to control Anhui and to receive, through Ninnguo, all of its profits, we are considered the primary beneficiary of Anhui. Accordingly, we consolidate its results, assets and liabilities in our financial statements.

Contractual Arrangements with Anhui and its Stockholders

Our relationships with Anhui and its owners are governed by a series of contractual arrangements, as we (including our subsidiaries) do not own any equity interests in Anhui. The contractual arrangements constitute valid and binding obligations of the parties of such agreements. Each of the contractual arrangements and the rights and obligations of the parties thereto are enforceable and valid in accordance with the laws of the PRC. Under Chinese laws, each of Ninnguo and Anhui is an independent legal entity and neither of them is exposed to liabilities incurred by the other party. Other than pursuant to the contractual arrangements between Ninnguo and Anhui, Anhui does not transfer any other funds generated from its operations to Ninnguo.

On May 26, 2010, Ninnguo entered into the following contractual arrangements with Anhui:

Consulting Services Agreement. Pursuant to the exclusive consulting services agreement between Ninnguo and Anhui, Ninnguo has the exclusive right to provide to Anhui general services related to the current and proposed operations of Anhui’s business in the PRC (the “Services”). Ninnguo also sends employees to Anhui and Anhui bears the costs and expenses for such employees. Under this agreement, Ninnguo owns the intellectual property rights developed through the Services provided to Anhui. Anhui pays a quarterly consulting service fee in Renminbi (“RMB”) to Ninnguo that is equal to all of Anhui’s net income for such quarter. The consulting services agreement is in effect unless and until terminated by written notice of either party in t he event that: (a) Anhui causes a material breach of this agreement, provided that if the breach does not relate to a financial obligation of the breaching party, that party may attempt to remedy the breach following the receipt of the written notice; (b) the other party becomes bankrupt, insolvent, is the subject of proceedings or arrangements for liquidation or dissolution, ceases to carry on business, or becomes unable to pay its debts as they become due; (c) Ninnguo terminates its operations; or (d) circumstances arise which would materially and adversely affect the performance or the objectives of the consulting services agreement. Additionally, Ninnguo may terminate the consulting services agreement without cause.

Operating Agreement. Pursuant to the operating agreement among Ninnguo, Anhui and the owners of Anhui who collectively hold 100% of the issued and outstanding equity interests of Anhui (collectively the “Anhui Owners”), Ninnguo provides guidance and instructions on Anhui’s daily operations, financial management and employment issues. The Anhui Owners must designate the candidates recommended by Ninnguo as their representatives on Anhui’s board of directors. Ninnguo has the right to appoint senior executives of Anhui. In addition, Ninnguo agrees to guarantee the performance of Anhui under any agreements or arrangements relating to Anhui’s business arrangements with any third party. Anhui, in return, agrees to pledge its accounts receivable an d all of its assets to Ninnguo. Moreover, Anhui agrees that without the prior consent of Ninnguo, Anhui will not engage in any transactions that could materially affect the assets, liabilities, rights or operations of Anhui, including, without limitation, incurrence or assumption of any indebtedness, sale or purchase of any assets or rights, incurrence of any encumbrance on any of its assets or intellectual property rights in favor of a third party or transfer of any agreements relating to its business operation to any third party. The term of this agreement shall last for the maximum period of time permitted by law from May 26, 2010, and may be terminated only upon Ningguo’s thirty (30) day prior written notice to Anhui.

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Equity Pledge AgreementUnder the equity pledge agreement between the Anhui Owners and Ninnguo, the Anhui Owners pledged all of their equity interests in Anhui to Ninnguo to guarantee Anhui’s performance of its obligations under the consulting services agreement. If Anhui or the Anhui Owners breach their respective contractual obligations, Ninnguo, as pledgee, will be entitled to certain rights, including, but not limited to, the right to sell the pledged equity interests, the right to vote and control the pledged assets. The Anhui Owners also agreed, that upon occurrence of any event of default, Ninnguo shall be granted an exclusive, irrevocable power of attorney to take actions in the place and instead of the Anhui Owners to carry out the security provisions of the equity pledge agreement and take any action and execute any instrument that Ninnguo may deem necessary or advisable to accomplish the purposes of the equity pledge agreement. The Anhui Owners agreed not to dispose of the pledged equity interests or take any actions that would prejudice Ninnguo’s interest. The equity pledge agreement will expire in two years after Anhui’s obligations under the exclusive consulting services agreement have been fulfilled.

Option Agreement. Under the option agreement between the Anhui Owners and Ninnguo, the Anhui Owners irrevocably granted Ninnguo or its designated person an exclusive option to purchase, to the extent permitted under Chinese law, all or part of the equity interests in Anhui for the cost of the initial contributions to the registered capital or the minimum amount of consideration permitted by applicable Chinese law. Ninnguo or its designated person has sole discretion to decide when to exercise the option, whether in part or in full. The term of this agreement shall last for the maximum period of time permitted by law from May 26, 2010.

Voting Rights Proxy Agreement. Pursuant to the voting rights proxy agreement among Ninnguo, the Anhui Owners, and Anhui, the Anhui Owners agreed to entrust all the rights to exercise their voting power to designee(s) of Ninnguo. Such designee(s) shall have the right to exercise the Anhui Owners’ voting and other rights, including the attendance at and the voting of their shares at Anhui’s shareholders meetings (or by written consent in lieu of meetings) in accordance with applicable laws and Anhui’s Article of Association. This agreement may not be terminated without the unanimous consent of all parties, except that Ninnguo may, by giving a thirty (30) day prior written notice to the Anhui Owners, terminate the voting rights proxy agreement, with or without cause.

Our Current Corporate Structure

We conduct substantially all of our business operations through Anhui. Chinese law currently has limits on foreign ownership of certain businesses which prohibit non-Chinese persons from having direct ownership interests. To comply with these foreign ownership restrictions, neither we nor our subsidiaries own any equity interests in Anhui, but control and receive the economic benefits of its business operations through contractual arrangements.

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The following diagram illustrates our current corporate structure:

We also own 100% of Distressed Assets Disposition Services, Inc., a subsidiary formed to carry out our previous business. This subsidiary is inactive and we do not have any plans to carry out any operations in this entity.

Operations

We operate our business in three distinct units:

● Breeding Unit – breeds, hatches, and cultivates ducklings for resale and processing by food processing unit;

● Feed Unit – produces duck feed for internal use and external sale; and

● Food Processing Unit – processes ducklings into frozen raw food product for commercial resale.

Our units are fully integrated to maximize production efficiency and profits. By manufacturing our own feed to nourish our livestock, and by using our internal production stock to supply our food unit, we reduce both our cost and our reliance on the quality of product provided by outside vendors. We save by leveraging shared overhead, reduced marketing and distribution costs, and reduced transportation costs, to name a few savings derived from our structure.

Breeding Unit

Duck breeding is generally comprised of a system of grandparent, parent and production stock. Grandparent ducks are master breeding stock that we import from Cherry Valley Farms in the United Kingdom. Cherry Valley SM3 grandparent ducks are well-known worldwide for their breeding abilities. These grandparent ducks produce offspring parent ducks, which in turn produce offspring that will either mature into additional parent ducks to breed, or will not be capable of reproduction and will be used for production stock. Once the breeding ducks have exceeded their breeding period, they are also used in production stock.

We currently have production capacity to support approximately 8,400 grandparent ducks, which are capable of producing approximately 150,000 parent ducks annually. These parent ducks in turn could produce an estimated 30,000,000 ducklings per year.

Our Cherry Valley Grandparent Duck Breeding Center is the only Cherry Valley grandparent breed duck cultivation and incubation center in Anhui Province. It was established in 1999, with an area of nearly 30,000 square meters and can produce 600,000 parent breed duck seedlings per year.

Our parent duck breeding center consists of six large-scale parent duck breeding plants.

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The commercial duck incubation center is equipped with advanced intelligent temperature controlled incubation equipment. The central computer controlled equipment maintains sealed incubation and sterilization. The company has implemented epidemic prevention procedures according to international Duck Incubation Standards.

Anhui contracts with surrounding farmer households in the raising of ducks outside Anhui to supplement its current capacity. Utilizing this method, Anhui has instituted standardized housing, raising, feeding, disease control, immunization and waste removal for these outside locations. Anhui plans to expand farmer households to eventually raise 50 million commercial ducks annually.

Feed Unit

The Feed Processing Plant is a highly advanced computerized facility that processes, packages and loads / unloads various types of feed. It has annual production capacity of 100,000 metric tons and has an attached production development and quality testing institution. It develops and manufactures and sells a variety of different feeds utilized at various times in the life cycle of an animal.

Food Processing Unit

The Duck Slaughter Processing Plant operates in accordance with European, Japanese and Korean standards. It has an annual slaughtering capacity of 15,000,000 ducks and distributes in excess of 100 different kinds of products.

Sales

Sales to external customers during the six months ended June 30, 2010 and the years ended December 31, 2009 and 2008 by unit were as follows:

	Six Months
	Ended June 30,		Year Ended December 31,
	2010		2009		2008
Breeding Unit	$	3,596,858	$	7,704,942	$	9,608,988
Feed Unit		4,882,834		50,592		20,206,867
Food Unit		11,166,878		21,104,165		8,047,364
Total	$	19,646,570	$	28,859,699	$	37,863,219

We also transact a substantial amount of intercompany feed product sales from the Feed Unit to the Breeding Unit. During the six months ended June 30, 2010 and the years ended December 31, 2009 and 2008, the Feed Unit made sales of duck feed product to the Breeding Unit totaling $7,538,287, $12,387,362 and $11,025,156, respectively, the Breeding Unit made sales of ducks to the Food Unit totaling $121,253, $Nil, and $18,885, and the Food Unit made sales of food products to the Breeding Unit totaling $Nil, $51,137, and $27,591. During 2009, the Feed Unit did not have any sales to external customers. During 2008 and 2010, the Feed Unit made sales to one primary external customer.

Customers

Our major seedling clients include provincial level duck breeding farms which are located in Shangdong province (Dezhou, Bingzhou, Hezhe), Jiangsu province (Nanjing, Xuzhou, Suzhou, Lianyungong), Henan (Zhengzhou, Zhumadian), Anhui (Hefei, Wuhu, Tonglin, Anqing, Huibei, Chuzhou, Pengbu), Zhejiang province (Huzhou, Jiaqing, Lishui, Baoshan), Shanghai, Guangdong (Guangzhou, Nanhai), Guangxi province, Liaoning province, Hebei province and Jiangxi province.

Our major commercial meat duck clients include fair trade markets in big or middle cities, such as Nanjin, Jiujiang, Wuhu, Hangzhou and Shanghai.

Our feed products have been historically sold primarily to one distributor.

Major meat duck processing series products clients include meat food wholesale markets in big or middle cities, such as Hanzhou, Nanjing, Wuhan, Nanchang, Kunming, Guangzhou, Benbu and Huaian.

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Competition

Major competitors include Henan Huaying Company and Shangdong Weifang Legong Company.

Governmental Regulations

Compliance with Circular 106 and the 2006 M&A Regulations

On May 29, 2007, SAFE issued an official notice known as “Circular 106”, which requires the owners of any Chinese companies to obtain SAFE’s approval before establishing any offshore holding company structure in so-called “round-trip” investment transactions for foreign financing as well as subsequent acquisition matters in China. Likewise, the “Provisions on Acquisition of Domestic Enterprises by Foreign Investors”, issued jointly by Ministry of Commerce (“MOFCOM”), State-owned Assets Supervision and Administration Commission, State Taxation Bureau, State Administration for Industry and Commerce (“SAIC”), China Securiti es Regulatory Commission and SAFE in August 2006, impose approval requirements from MOFCOM for “round-trip” investment transactions, including acquisitions in which equity was used as consideration.

Dividend Distribution

The principal laws, rules and regulations governing dividends paid by our PRC operating subsidiary include the Company Law of the PRC (1993), as amended in 1999, 2004 and 2005 respectively, Wholly Foreign Owned Enterprise Law (1986), as amended in 2000, and Wholly Foreign Owned Enterprise Law Implementation Rules (1990), as amended in 2001. Under these laws and regulations, our operating subsidiary Ninnguo may pay dividends only out of its accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, Ninnguo is required to set aside at least 10% of its after-tax profit based on PRC accounting standards each year to its statutory surplus reserve fund until the accumulative amount of such reserve reaches 50% of its respective registered capital. These reserves are not distributable as cash dividends. The board of directors of a WFOE has the discretion to allocate a portion of its after-tax profits to its staff welfare and bonus funds. After the allocation of relevant welfare and funds, the equity owners can distribute the rest of the after-tax profits provided that all the losses of the previous fiscal year have been made up.

Taxation

The applicable income tax laws, regulations, notices and decisions (collectively referred to as “Applicable Foreign Enterprises Tax Law”) related to foreign investment enterprises and their investors mainly include the following:

● Notice Relating to Taxes Applicable to Foreign Investment Enterprises / Foreign Enterprises and Foreign Nationals in Relation to Dividends and Gains obtained from Holding and Transferring of Shares promulgated by State Tax Bureau on July 21, 1993;

● Amendments to the Income Tax Law Applicable to Individuals of the PRC promulgated by Standing Committee of the National People’s Congress (“NPC”) on October 31, 1993;

● Notice on Relevant Policies Concerning Individual Income Tax issued by Ministry of Finance and the State Tax Bureau on May 13, 1994;

● Notice on Reduction of Income Tax in Relation to Interests and Gains Derived by Foreign Enterprises from the PRC, promulgated by the State Council on November 18, 2000; and

● Enterprise Income Tax Law of the PRC (“New EIT Law”) issued by NPC on March 16, 2007, which came into effect on January 1, 2008.

Income Tax on Foreign Investment Enterprises

According to the New EIT Law, PRC domestic enterprises and foreign investment enterprises (including sino-foreign equity joint ventures, sino-foreign co-operative joint ventures and WFOEs established in the territory of the PRC) are required to pay a uniform income tax at a rate of 25% of their taxable income and the former tax exemption, reduction and preferential treatments applicable to foreign investment enterprises are revoked.

Statutorily, Anhui is subject to income taxes in the PRC on its taxable income at a tax rate in accordance with the relevant income tax laws. However, beginning in 2006, Anhui received an agricultural tax exemption from the PRC government whereby Anhui has not been subject to corporate income taxes during this period. Accordingly, Anhui did not recognize any income tax expense during the years ended December 31, 2009 or 2008. The exemption relates to unprocessed agricultural products and is granted by the relevant taxing authority on a year-by-year basis. There is no stated expiration to the exemption, and while Anhui expects to continue to receive favorable tax treatment, changes in government policy could result in Anhui being required to pay income taxes.

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Enterprise Income Tax

According to the Section 27 of “Law of the People’s Republic of China on Enterprise Income Tax” and Section 86 of “Regulation on the Implementation of the Enterprise Income Tax Law of the People’s Republic of China“, the business scope of Anhui is covered by the items on which the income tax may be exempted or reduced.

Anhui applied for exemption from enterprise income tax on March 10, 2010 and such application was approved by State Taxation Bureau in Ningguo City on March 11, 2010. Such approval of income tax exemption must be renewed once a year.

Ningguo is qualified to apply for exemption from enterprise income tax in terms of the income arising from its manufacturing process. Since Ningguo is a newly incorporated WFOE, such application has not yet been submitted to the relevant taxation authority. Until such exemption is applied for and received, Ningguo will be subject to enterprise income tax for consulting services at a rate of 25%.

Value Added Tax

The Provisional Regulations of the PRC Concerning Value Added Tax promulgated by the State Council came into effect on January 1, 1994 and were amended in 2008. Under these regulations and the Implementing Rules of the Provisional Regulations of the PRC Concerning Value Added Tax, value added tax is imposed on goods sold in or imported into the PRC and on processing, repair and replacement services provided within the PRC.

Value added tax payable in the PRC is charged on an aggregated basis at a rate of 13% or 17% (depending on the type of goods involved) on the full price collected for the goods sold or, in the case of taxable services provided, at a rate of 17% on the charges for the taxable services provided but excluding, in respect of both goods and services, any amount paid in respect of value added tax included in the price or charges, and less any deductible value added tax already paid by the taxpayer on purchases of goods and service in the same financial year.

Anhui has been recognized as an ordinary value added tax payer by the Development Zone Branch of State Taxation Bureau in Ningguo City since May 1, 2006.

According to the written certificate issued by the Development Zone Branch of State Taxation Bureau in Ningguo City on April 29, 2010, the feed products of Anhui are exempted from value added tax.

In accordance with the Provisional Regulations on value added tax, duck seedlings and duck eggs produced by Anhui are classified as farm produce which are exempted from value added tax.

Other products of Anhui are subject to Value Added Tax.

Ningguo is not subject to value added tax if Ningguo only sells its self-produced products.

Business Tax

According to the Provisional Regulations of the PRC Concerning Business Tax promulgated by the State Council on December 13, 1993 and came into effect on January 1, 1994, which was revised by the State Council on November 10, 2008 and enforced from January 1, 2009, business that provides services, assigns intangible assets or sells immovable property became liable to business tax at a rate ranging from 3 to 5% of the charges of the services provided, intangible assets assigned or immovable property sold, as the case may be. Consulting services of Ningguo are subject to business tax at a rate of 5%.

Tax on Dividends from PRC Enterprise with Foreign Investment

According to the Applicable Foreign Enterprises Tax Law, income such as rental, royalty and profits from the PRC derived by a foreign enterprise which has no establishment in the PRC or has establishment but the income has no relationship with such establishment is subject to a 10% withholding tax, subject to reduction as provided by any applicable double taxation treaty, unless the relevant income is specifically exempted from tax under the Applicable Foreign Enterprises Tax Law. The profit derived by a foreign investor from a PRC enterprise with foreign investment is exempted from PRC withholding tax according to the Applicable Foreign Enterprises Tax Law.

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WFOE

WFOEs are governed by the Law of the PRC Concerning Enterprises with Sole Foreign Investments, which was promulgated on April 12, 1986 and amended on October 31, 2000, and its Implementation Regulations promulgated on December 12, 1990 and amended on April 12,2001 (together the “Foreign Enterprises Law”).

(a)	Procedures for establishment of a WFOE
	The establishment of a WFOE will have to be approved by the MOFCOM (or its delegated authorities). If two or more foreign investors jointly apply for the establishment of a WFOE, a copy of the contract between the parties must also be submitted to the MOFCOM (or its delegated authorities) for its record. A WFOE must also obtain a business license from the SAIC before it can commence business.
(b)	Nature
	A WFOE is a limited liability company under the Foreign Enterprises Law. It is a legal person which may independently assume civil obligations, enjoy civil rights and has the right to own, use and dispose of property. It is required to have a registered capital contributed by the foreign investor(s). The liability of the foreign investor(s) is limited to the amount of registered capital contributed. A foreign investor may make its contributions by installments and the registered capital must be contributed within the period as approved by the MOFCOM (or its delegated authorities) in accordance with relevant regulations.
(c)	Profit distribution
	The Foreign Enterprise Law provides that after payment of taxes, a WFOE must make contributions to a reserve fund, an enterprise development fund and an employee bonus and welfare fund. The allocation ratio for the employee bonus and welfare fund may be determined by the enterprise. However, at least 10% of the after tax profits must be allocated to the reserve fund. If the cumulative total of allocated reserve funds reaches 50% of an enterprise’s registered capital, the enterprise will not be required to make any additional contribution. The reserve fund may be used by a WFOE to make up its losses and with the consent of the examination and approval authority, can also be used to expand its production operations and to increase its capital. The enterprise is prohibited from distributing dividends unless the losses (if any) of pr evious years have been made up. The development fund is used for expanding the capital base of the company by way of capitalization issues. The employee bonus and welfare fund can only be used for the collective benefit and facilities of the employees of the WFOE.

Catalogue for the Guidance of Foreign Investment Industries

China issued the Catalogue for the Guidance of Foreign Investment Industries (“Guidance Catalogue”) in 1995, which was amended in 2002, 2004 and 2007 respectively. The current version of the Guidance Catalogue was promulgated by the MOFCOM and the National Development and Reform Commission (“NDRC”) on October 31, 2007 and became effective as of December 1, 2007, which retains the classification methodology and organizational structure used in the previous versions without significant changes. The Guidance Catalogue divides foreign investments into four categories:

(i) Encouraged Category. There are various incentives and preferential treatments for “encouraged” projects, mainly tax exemptions and rebates. Most foreign investment projects in the “encouraged” sector are allowed to take the form of WFOE;

(ii) Permitted Category. Sectors not listed therein belong to the “permitted” category and they are determined by the rule of exception. Therefore, unless the items are transferred among the “encouraged”, “restricted” and “prohibited” categories, any addition to or deletion from the “encourage”, “restricted” and “prohibited” categories would consequently affect the scope of the “permitted” category. Like those in the “encouraged” sector, foreign investment projects in the “permitted” sector are allowed to take the form of WFOE. However, they are generally not eligible for extra incentives and preferential treatments;

(iii) Restricted Category. There are stricter approvals or filing requirements for “restricted” projects. Furthermore, foreign investment projects in the “restricted” sectors may be required to take the form of Joint Venture. The foreign investors may only hold a minority interest in the investment projects; and

(iv) Prohibited Category. Foreign investments are not allowed in these sectors.

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Foreign Exchange Controls

Major reforms have been introduced to the foreign exchange control system of the PRC since 1993.

On December 28, 1993, the People’s Bank of China (“PBOC”), with the authorization of the State Council issued the Notice on Further Reform of the Foreign Exchange Control System which came into effect on January 1, 1994. Other new regulations and implementation measures include the Regulations on the Foreign Exchange Settlement, Sale and Payments which were promulgated on June 20, 1996 and took effect on July 1, 1996 and which contain detailed provisions regulating the settlement, sale and payment of foreign exchange by enterprises, individuals, foreign organizations and visitors in the PRC and the regulations of the PRC on Foreign Exchange Control which were promulgated on January 1, 1996 and took effect on April 1, 1996 and which contain de tailed provisions in relation to foreign exchange control.

The foreign exchange earnings of all PRC enterprises, other than those foreign investment enterprises (“FIE”), who are allowed to retain a part of their regular foreign exchange earnings or specifically exempted under the relevant regulations, are to be sold to designated banks. Foreign exchange earnings obtained from borrowings from foreign institutions or issues of shares or bonds denominated in foreign currency need not be sold to designated banks, but must be kept in foreign exchange bank accounts of designated banks unless specifically approved otherwise.

At present, control of the purchase of foreign exchange is relaxed. Enterprises within the PRC which require foreign exchange for their ordinary trading and non-trading activities, import activities and repayment of foreign debts may purchase foreign exchange from designated banks if the application is supported by the relevant documents. Furthermore, FIEs may distribute profit to their foreign investors with funds in their foreign exchange bank accounts kept with designated banks. Should such foreign exchange be insufficient, enterprises may purchase foreign exchange from designated banks upon the presentation of the resolutions of the directors on the profit distribution plan of the particular enterprise.

Although the foreign exchange control over transactions under current accounts has decreased, enterprises shall obtain approval from SAFE before they accept foreign-currency loans, provide foreign currency guarantees, make investments in foreign countries or carry out any other capital account transactions involving the purchase of foreign currencies.

In foreign exchange transactions, designated banks may freely determine applicable exchange rates based on the rates publicized by PBOC and subject to certain governmental restrictions.

On October 21, 2005, SAFE issued the Notice of the State Administration of Foreign Exchange on Exchange Control Issues Relating to Financing and Reverse Investment by Persons Resident in the People’s Republic of China Through Offshore Special Purpose Vehicles (“SAFE Notice No. 75”), which became effective as of November 1, 2005. According to the SAFE Notice No. 75, prior registration with the local SAFE branch is required for PRC residents to establish or to control an offshore company for the purposes of financing that offshore company with assets or equity interests in an onshore enterprise located in the PRC. An amendment to registration or filing with the local SAFE branch by such PRC resident is also required for the injection of equity interests or assets of an onshore enterprise in the offshore company or overseas funds raised by such offshore company, or any other material change involving a change in the capital of the offshore company.

Moreover, the SAFE Notice No. 75 applies retroactively. As a result, PRC residents who have established or acquired control of offshore companies that have made onshore investments in the PRC in the past are required to complete the relevant registration procedures with the local SAFE branch by March 31, 2006. Under the relevant rules, failure to comply with the registration procedures set forth in the SAFE Notice No. 75 may result in restrictions being imposed on the foreign exchange activities of the relevant onshore company, including the increase of its registered capital, the payment of dividends and other distributions to its offshore parent or affiliate and the capital inflow from the offshore entity, and may also subject relevant PRC residents to penalties under PRC foreign exchange administration regulations. PRC residents wh o control our Company from time to time are required to register with the SAFE in connection with their investments in us.

Employees

As of November 10, 2010, Anhui had 599 full-time employees, including 253 in the Breeding Unit, 61 in the Feed Unit, and 285 in the Food Unit. Also upon the completion of the Reverse Merger Transaction and the Financing, all of the current officers and one of the two directors of Parkview resigned, and all of Dynamic Ally’s current officers became executive officers of Parkview, and Wu Qiyou was appointed a Chairman of Parkview. Upon the closing of the Reverse Merger Transaction, all of the current officers and one of the two directors of Parkview resigned, Wu Qiyou became President and Chief Executive Officer of Parkview, David Dodge became Chief Financial Officer of Parkview, and Wu Qiyou became Chairman of Parkview.

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PROPERTIES

Our principal executive offices and manufacturing facilities are located at No. 88 Eastern Outer Ring Road, Ningguo City, Anhui Province, PRC 242300. The telephone number is +86-0563-4309-932. Our properties are comprised of the following:

● Headquarters and administration building;

● Grandparent duck breeding center;

● Six parent duck breeding centers;

● Commercial duck incubation center;

● Feed processing plan; and

● Commercial duck processing plant.

There is no private ownership of land in the PRC. All land ownership is held by the government of the PRC, its agencies and collectives. Land use rights can be transferred upon approval by the land administrative authorities of the PRC (State Land Administration Bureau) upon payment of the required land transfer fee. We have acquired the land use rights for our facilities through 2055. We own all buildings located on our premises.

LEGAL PROCEEDINGS

We know of no material, active, pending or threatened proceeding against us or our subsidiaries, nor are we, or any subsidiary, involved as a plaintiff or defendant in any material proceeding or pending litigation.

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RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information contained in this prospectus before deciding to invest in our common stock.

RISKS RELATED TO OUR BUSINESS

We may be unable to sustain our past growth or manage our future growth, which may have a material adverse effect on our future operating results.

We have generally experienced growth since our inception, and have had revenues of approximately $37.8m and $28.8m in 2008 and 2009, respectively. If we are unable to manage our growth effectively, we may not be able to take advantage of market opportunities, develop new products, enhance our technological capabilities, satisfy customer requirements, execute our business plan or respond to competitive pressures. To effectively manage growth, we need to:

● Hire, train, integrate and manage additional qualified technicians and breeding farm directors and sales and marketing personnel;

● Implement additional, and improve existing, administrative, financial and operations systems, procedures and controls;

● Continue to enhance manufacturing and customer resource management systems;

● Continue to expand and upgrade our feed ingredient composition, poultry immunization system and breeding technology;

● Manage multiple relationships with distributors, suppliers and certain other third parties; and

● Manage our financial condition.

Our success also depends largely on our ability to anticipate and respond to expected changes in future demand for our products, and our ducks’ performance and disease resistance ability. If the timing of our expansion does not match market demand, our business strategy may need to be revised. If we over-expand and demand for our products does not increase as we may have projected, our financial results will be materially and adversely affected. However, if we do not expand, and demand for our products increases sharply, our business could be seriously harmed because we may not be as cost-effective as our competitors due to our inability to take advantage of increased economies of scale. In addition, we may not be able to satisfy the needs of current customers or attract new customers, and we may lose credibility and our relatio nships with our customers may be negatively affected. Moreover, if we do not properly allocate our resources in line with future demand for our products, we may miss changing market opportunities and our business and financial results could be materially and adversely affected. We cannot assure you that we will be able to successfully manage our growth in the future.

Outbreaks of poultry disease, such as avian influenza, or the perception that outbreaks may occur, can significantly restrict our ability to conduct our operations.

Anhui takes precautions to ensure that its flocks are healthy and that its production facilities operate in a sanitary and environmentally sound manner. While Anhui has ability and experience in product quality improvement as well as poultry disease resistance, events beyond its control, such as the outbreak of avian influenza in 2006, may restrict its ability to conduct its operations and sales. An outbreak of disease could result in governmental restrictions on the import and export of products from Anhui’s customers, or require it to destroy one or more of its flocks. This could result in the cancellation of orders by its customers and create adverse publicity that may have a material adverse effect on our business, reputation and prospects.

Worldwide fears about avian diseases, such as avian influenza, have depressed, and may continue to adversely impact, Anhui’s sales. Avian influenza is a respiratory disease of birds. The milder forms occur occasionally around the world. Recently, there has been substantial publicity regarding a highly pathogenic strain of avian influenza, known as H5N1, which has affected Asia since 2002. It is widely believed that H5N1 is spread by migratory birds, such as ducks and geese. There have also been some cases where H5N1 is believed to have passed from birds to humans as humans came into contact with live birds that were infected with the disease. Although there are vaccines available for H5N1 and other forms of avian influenza, and the PRC government mandates, and Anhui vaccinates its breeding stock against avian influenza, there is no guarantee that the disease can be completely prevented as the virus continues to mutate. Anhui’s livestock have never been infected with avian influenza. Anhui is required to maintain an immunization permit on an annual basis issued by the provincial Animal Husbandry Bureau.

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Anhui does not typically have long-term purchase contracts with their customers and their customers have in the past and could at any time in the future, reduce or cease purchasing products from them, harming our operating results and business.

Anhui typically does not have long-term volume purchase contracts with their customers, and they are not obligated to purchase products from Anhui. Accordingly, their customers could at any time reduce their purchases from Anhui or cease purchasing their products altogether. In addition, any decline in demand for Anhui’s products and any other negative development affecting its major customers or the poultry industry in general, would likely harm our results of operations. For example, if any of Anhui’s customers experience serious financial difficulties, it may lead to a decline in sales of Anhui’s products to such customer and our operating results could be harmed through, among other things, decreased sales volumes and write-offs of accounts receivable related to sales to such customer.

Competition in the poultry industry with other poultry companies, especially companies with greater resources, may make us unable to compete successfully, which could adversely affect our business.

The Chinese poultry industry is highly competitive. In general, competitive factors in the Chinese duck industry include price, product quality, brand identification, breadth of product line and customer service. Anhui’s success depends in part on its ability to manage costs and be efficient in the highly competitive poultry industry. Many of Anhui’s competitors have greater financial and marketing resources. Because of this, we may not be able to successfully increase Anhui’s market penetration or Anhui’s overall share of the poultry market.

Increased competition may result in price reductions, increased sales incentive offerings, lower gross margins, sales expenses, marketing programs and expenditures to expand channels to market. Anhui’s competitors may offer products with better market acceptance, better price or better quality. We may be adversely affected if Anhui is unable to maintain current product cost reductions, or achieve future product cost reductions.

Anhui competes against a number of other suppliers of ducks. Although it attempts to develop and support high-quality products that its customers demand, products developed by competing suppliers could render its products noncompetitive. If Anhui fails to address these competitive challenges, there could be a material adverse effect upon our business, consolidated results of operations and financial condition.

Anhui derives a significant portion of its revenues from a single distributor, the loss of which would significantly reduce Anhui’s revenues and may impair its ability to operate profitably.

Anhui has derived, and believes that it will continue to derive, a significant portion of its revenues from a single distributor, Yu Qigui. Revenue from Anhui’s Feed Unit, which was $4,882,834 for the six months ended June 30, 2010 was almost exclusively a result of sales to this distributor. As a result, to the extent that such distributor continues to accounts for a large percentage of Anhui’s revenue, the loss of that distributor could materially affect Anhui’s ability to operate profitably. Since Yu Qigui accounted for 24.8% of our revenue for the six months ended June 30, 2010, the loss of this distributor would have a material adverse effect upon Anhui’s business and may impair its ability to operate profitably. Anhui anticipates that its primary dependence on a single distributor in any given fiscal year will continue for the foreseeable future. There is a risk that the existing distributor will elect not to do business with us in the future or will experience financial difficulties. Furthermore, this distributor could experience financial difficulties, business reverses or the loss of orders or anticipated orders which reduces or eliminates the need for the products that it orders from Anhui. If Anhui does not develop relationships with new distributors, it may not be able to increase, or even maintain, its revenue, and its financial condition, results of operations, business and/or prospects may be materially adversely affected.

If demand for Anhui’s products declines in the markets that it serves, its selling prices and overall sales will decrease. Even if the demand for its products increases, when such increase cannot outgrow the decrease in its selling price, our overall sales revenues may decrease.

Demand for Anhui’s products is affected by a number of factors, including the general demand for the products in the end markets that it serves and the price attractiveness. A vast majority of its sales are derived directly or indirectly from end users who are duck raisers and large integrated duck companies whose duck seedling production is not sufficient for their own use. Any significant decrease in the demand for ducks may result in a decrease in Anhui’s revenues and earnings. A variety of factors, including economic, health, regulatory, political and social instability, could contribute to a slowdown in the demand for ducks because demand for duck is highly correlated with general economic activities. As a result, even if the demand for Anhui’s products increases, when the increase of demand cannot outgrow the d ecrease of selling price, our overall sales revenues may decrease.

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Industry cyclicality can affect our earnings, especially due to fluctuations in commodity prices of feed ingredients and breeding stock.

Currently, all Anhui’s raw materials are domestically procured. Profitability in the poultry industry is materially affected by the supply of parent breeding stocks and the commodity prices of feed ingredients, including corn, soybean cake, and other nutrition ingredients from numerous sources, mainly from wholesalers who collect the feed ingredients directly from farmers. As a result, the poultry industry is subject to wide fluctuations and cycles. These prices are determined by supply and demand factors. Prices for raw materials have been volatile in recent years. For instance, our average unit price for corn, our principal raw material, increased from approximately $0.18 (RMB 1.44) per kilogram in 2006 to approximately $0.25 (RMB 1.75) per kilogram in 2009, showing an increase of 21%. Typically Anhui does well when duck price s are high and feed prices are low and the feed ingredients are in adequate supply. However, it is very difficult to predict when the feed price spiral cycles will occur.

Various factors can affect the supply of corn and soybean meal, which are the primary ingredients of the feed Anhui uses for parent breeding stocks. In particular, weather patterns, the level of supply inventories and demand for feed ingredients, and the agricultural policies of the Chinese government affect the supply of feed ingredients. Weather patterns often change agricultural conditions in an unpredictable manner. A sudden and significant change in weather patterns could affect supplies of feed ingredients, as well as both the industry’s and Anhui’s ability to obtain feed ingredients, grow ducks or deliver products. Increases in the prices of feed ingredients will result in increases in raw material costs and operating costs.

Increased water, energy and gas costs would increase Anhui’s expenses and reduce its profitability.

Anhui requires a substantial amount, and as it expands its business it will require additional amounts, of water, electricity and natural gas to produce and process its duck products. The prices of water, electricity and natural gas fluctuate significantly over time. One of the primary competitive factors in the Chinese duck market is price, and it may not be able to pass on increased costs of production to its customers. As a result, increases in the cost of water, electricity or natural gas could substantially harm our business and results of operations.

Anhui’s products might contain undetected defects that are not discovered until after shipping.

Although Anhui has strict quality control over its products and it produces high-quality ducks supported by its know-how in feed ingredient composition, immunization system and breeding techniques gained through many years of business and continuous research and development, its products may contain undetected problems. Problems could result in a loss or delay in market acceptance of its products and thus harm our reputation and revenues.

The loss of key personnel or the failure to attract or retain specialized technical and management personnel could impair our ability to grow our business.

We rely heavily on the services of our key employees, including Wu Qiyou, our founder, Chief Executive Officer, and chairman of our board of directors. In addition, our engineers and other key technical personnel are a significant asset and are the source of Anhui’s technological and product innovations. Anhui depends substantially on the leadership of a small number of farm directors and technicians who are devoted to research and development. Additionally, all of Anhui’s packaged food products, accounting for approximately 73% of our revenue in 2009, are sold through third party distributors. The loss of these distributors could have a material adverse effect on our business, results of operations and financial condition. We believe Anhui’s future success will depend upon its ability to retain these key employees a nd sales distributors. We may not be successful in attracting and retaining sufficient numbers of technical personnel to support Anhui’s anticipated growth. Despite the incentives we provide, our current employees may not continue to work for Anhui, and if additional personnel are required for Anhui’s operations, we may not be able to obtain the services of additional personnel necessary for Anhui’s growth. In addition, we do not maintain “key person” life insurance for any of Anhui’s senior management or other key employees. The loss of the key employees or the inability to attract or retain qualified personnel, including technicians, could delay the development and introduction of, and have an adverse effect on Anhui’s ability to sell, its products, as well as its overall growth.

In addition, if any other members of Anhui’s senior management or any of its other key personnel join a competitor or form a competing company, we may not be able to replace them easily and we may lose customers, business partners, key professionals and staff members.

We do not have any registered patents or other registered intellectual property on our production processes and we may not be able to maintain the confidentiality of our processes.

While we have four design patents relating to package bags for our products, we have no patents or registered intellectual property covering our production processes and we rely on the confidentiality of our production processes in producing a competitive product. The confidentiality of our know-how may not be maintained and we may lose any meaningful competitive advantage which might arise through our proprietary processes. Due to the lack of such protection, unauthorized parties may attempt to copy or otherwise obtain and use our proprietary production technology. Monitoring unauthorized use of our production process is difficult, particularly in China. This may have a material adverse effect on our competitive advantage.

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We do not presently maintain product liability insurance, and our property and equipment insurance does not cover the full value of our property and equipment, which leaves us with exposure in the event of loss or damage to our properties or claims filed against us.

We currently do not carry any product liability or other similar insurance. Unlike the U.S. and other countries, product liability claims and lawsuits are extremely rare in the PRC. However, we cannot guarantee that we would not face liability in the event of any problems with our products, including disease or contamination. We cannot assure you that, especially as China’s domestic consumer economy and industrial economy continues to expand, product liability exposures and litigation will not become more commonplace in the PRC, or that we will not face product liability exposure or actual liability as we expand our sales into international markets, like the United States, where product liability claims are more prevalent.

Except for property and automobile insurance, we do not have other insurance such as business liability or disruption insurance coverage for our operations in the PRC.

RISKS RELATED TO OUR CORPORATE STRUCTURE

We conduct our business through Anhui by means of contractual arrangements. If the Chinese government determines that these contractual arrangements do not comply with applicable regulations, our business could be adversely affected. If the PRC regulatory bodies determine that the agreements that establish the structure for operating our business in China do not comply with PRC regulatory restrictions on foreign investment, we could be subject to severe penalties. In addition, changes in such Chinese laws and regulations may materially and adversely affect our business.

There are uncertainties regarding the interpretation and application of PRC laws, rules and regulations, including but not limited to the laws, rules and regulations governing the validity and enforcement of the contractual arrangements between Ningguo and Anhui. Although we have been advised by our PRC counsel, that based on their understanding of the current PRC laws, rules and regulations, the structure for operating our business in China (including our corporate structure and contractual arrangements with Anhui and its owners) comply with all applicable PRC laws, rules and regulations, and do not violate, breach, contravene or otherwise conflict with any applicable PRC laws, rules or regulations, we cannot assure you that the PRC regulatory authorities will not determine that our corporate structure and contractual arrangements vi olate PRC laws, rules or regulations. If the PRC regulatory authorities determine that our contractual arrangements are in violation of applicable PRC laws, rules or regulations, our contractual arrangements will become invalid or unenforceable. In addition, new PRC laws, rules and regulations may be introduced from time to time to impose additional requirements that may be applicable to our contractual arrangements. For example, the PRC Property Rights Law that became effective on October 1, 2007 may require us to register with the relevant government authority the security interests on the equity interests in Anhui granted to us under the equity pledge agreements that are part of the contractual arrangements. If we are required to register such security interests, failure to complete such registration in a timely manner may result in such equity pledge agreements to be unenforceable against third party claims.

The Chinese government has broad discretion in dealing with violations of laws and regulations, including levying fines, revoking business and other licenses and requiring actions necessary for compliance. In particular, licenses and permits issued or granted to us by relevant governmental bodies may be revoked at a later time by higher regulatory bodies. We cannot predict the effect of the interpretation of existing or new Chinese laws or regulations on our businesses. We cannot assure you that our current ownership and operating structure would not be found in violation of any current or future Chinese laws or regulations. As a result, we may be subject to sanctions, including fines, and could be required to restructure our operations or cease to provide certain services. Any of these or similar actions could significantly disrupt o ur business operations or restrict us from conducting a substantial portion of our business operations, which could materially and adversely affect our business, financial condition and results of operations.

If Ningguo or Anhui are determined to be in violation of any existing or future PRC laws, rules or regulations or fail to obtain or maintain any of the required governmental permits or approvals, the relevant PRC regulatory authorities would have broad discretion in dealing with such violations, including:

● revoking the business and operating licenses of our PRC consolidated entities;

● discontinuing or restricting the operations of our PRC consolidated entities;

● imposing conditions or requirements with which we or our PRC consolidated entities may not be able to comply;

● requiring us or our PRC consolidated entities to restructure the relevant ownership structure or operations;

● restricting or prohibiting our use of the proceeds from our initial public offering to finance our business and operations in China; or

● imposing fines.

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The imposition of any of these penalties would severely disrupt our ability to conduct business and have a material adverse effect on our financial condition, results of operations and prospects.

Our contractual arrangements with Anhui and its owners may not be as effective in providing control over these entities as direct ownership.

We have no equity ownership interest in Anhui, and rely on contractual arrangements to control and operate Anhui and its businesses. These contractual arrangements may not be as effective in providing control over the company as direct ownership. For example, Anhui could fail to take actions required for our business despite its contractual obligation to do so. If Anhui fails to perform under its agreements with us, we may have to rely on legal remedies under Chinese law, which may not be effective. In addition, we cannot assure you that the owners of Anhui will act in our best interests.

Because we rely on the consulting services agreement with Anhui for our revenue, the termination of this agreement will severely and detrimentally affect our continuing business viability under our current corporate structure.

Dynamic is a holding company and does not have any assets or conduct any business operations other than the contractual arrangements between Ningguo, our wholly owned subsidiary, and Anhui. As a result, we currently rely entirely for our revenues on dividends payments from Ningguo after it receives payments from Anhui pursuant to the consulting services agreement which forms a part of the contractual arrangements. The consulting services agreement may be terminated by written notice of Ningguo or Anhui in the event that: (a) Anhui causes a material breach of the agreement, provided that if the breach does not relate to a financial obligation of the breaching party, that party may attempt to remedy the breach following the receipt of the written notice; (b) one party becomes bankrupt, insolvent, is the subject of proceedings or arrange ments for liquidation or dissolution, ceases to carry on business, or becomes unable to pay its debts as they become due; (c) Ningguo terminates its operations; or (d) circumstances arise which would materially and adversely affect the performance or the objectives of the agreement. Additionally, Ningguo may terminate the consulting services agreement without cause. Because neither we nor our direct and indirect subsidiaries own equity interests of Anhui, the termination of the consulting services agreement would sever our ability to continue receiving payments from Anhui under our current holding company structure. While we are currently not aware of any event or reason that may cause the consulting services agreement to terminate, we cannot assure you that such an event or reason will not occur in the future. In the event that the consulting services agreement is terminated, this may have a severe and detrimental effect on our continuing business viability under our current corporate structure, which in tu rn may affect the value of your investment.

We rely principally on dividends paid by our consolidated operating entity to fund any cash and financing requirements we may have, and any limitation on the ability of our consolidated PRC entities to pay dividends to us could have a material adverse effect on our ability to conduct our business.

We are a holding company, and rely principally on dividends paid by our consolidated PRC operating entity for cash requirements, including the funds necessary to service any debt we may incur. In particular, we rely on earnings generated by Anhui, which are passed on to us through Ningguo. If any of our consolidated operating subsidiaries incurs debt in its own name in the future, the instruments governing the debt may restrict dividends or other distributions on its equity interest to us. In addition, the PRC tax authorities may require us to adjust our taxable income under the contractual arrangements Ningguo currently have in place with Anhui, in a manner that would materially and adversely affect our ability to pay dividends and other distributions on our equity interest.

Furthermore, applicable PRC laws, rules and regulations permit payment of dividends by our consolidated PRC entity only out of its retained earnings, if any, determined in accordance with PRC accounting standards. Under PRC laws, rules and regulations, our consolidated PRC entities are required to set aside at least 10.0% of their after-tax profit based on PRC accounting standards each year to their statutory surplus reserve fund until the accumulative amount of such reserves reach 50.0% of their respective registered capital. As a result, our consolidated PRC entity is restricted in its ability to transfer a portion of its net income to us whether in the form of dividends, loans or advances. As of December 31, 2009, we had retained earnings of approximately $14.3 million. Our retained earnings are not distributable as cash dividends. Any limitation on the ability of our consolidated operating subsidiaries 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.

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Management members of Anhui have potential conflicts of interest with us, which may adversely affect our business and your ability for recourse.

Mr. Wu Qiyou, Dynamic’s Chief Executive Officer, is also the Chairman of Anhui and executive director of Ninnguo. Conflicts of interests between their respective duties to our company and Anhui may arise. As our directors and executive officers, they have a duty of loyalty and care to us under U.S. and BVI law when there are any potential conflicts of interests between our company and Anhui. We cannot assure you, however, that when conflicts of interest arise, every one of them will act completely in our interests or that conflicts of interests will be resolved in our favor. For example, they may determine that it is in Anhui’s interests to sever the contractual arrangements with Ninnguo, irrespective of the effect such action may have on us. In addition, any one of them could violate his or her legal duties by diverting b usiness opportunities from us to others, thereby affecting the amount of payment that Anhui is obligated to remit to us under the consulting services agreement.

In the event that you believe that your rights have been infringed under the securities laws or otherwise as a result of any one of the circumstances described above, it may be difficult or impossible for you to bring an action against Anhui or our officers or directors who are members of Anhui’s management, all of whom reside within China. Even if you are successful in bringing an action, the laws of China may render you unable to enforce a judgment against the assets of Anhui and its management, all of which are located in China.

RISKS RELATED TO DOING BUSINESS IN CHINA

Anhui is subject to restrictions on making payments to us.

Parkview is a holding company incorporated in Delaware and does not have any assets or conduct any business operations other than its indirect investments in Anhui. As a result of the holding company structure, Parkview relies entirely on payments from that company under the contractual arrangements with Ninnguo. The Chinese government also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of China. We may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency. See “Government control of currency conversion may affect the value of your investment.” Furthermore, if our affiliated entity in China incurs debt on their own in the future, the instruments governing the debt may restrict their ability to make payments. If we are unable to receive all of the revenues from our operations through these contractual arrangements, we may be unable to pay dividends on our Common Stock.

New labor laws in the PRC may adversely affect our results of operations.

On January 1, 2008, the PRC government promulgated the Labor Contract Law of the PRC, or the New Labor Contract Law. The New Labor Contract Law imposes greater liabilities on employers and significantly impacts the cost of an employer’s decision to reduce its workforce. Further, it requires certain terminations to be based upon seniority and not merit. In the event we decide to significantly change or decrease our workforce, the New Labor Contract Law could adversely affect our ability to enact such changes in a manner that is most advantageous to our business or in a timely and cost effective manner, thus materially and adversely affecting our financial condition and results of operations.

Because our assets are located overseas, shareholders may not receive distributions that they would otherwise be entitled to if we were declared bankrupt or insolvent.

Because all of our assets are located in the PRC, they may be outside of the jurisdiction of U.S. courts to administer if we are the subject of an insolvency or bankruptcy proceeding. As a result, if we declared bankruptcy or insolvency, our shareholders may not receive the distributions on liquidation that they would otherwise be entitled to if our assets were to be located within the U.S., under U.S. Bankruptcy law.

Adverse changes in economic and political policies of the PRC government could have a material adverse effect on the overall economic growth of China, which could adversely affect our business.

All of our business operations are currently conducted in the PRC, under the jurisdiction of the PRC government. Accordingly, our results of operations, financial condition and prospects are subject to a significant degree to economic, political and legal developments in China. China’s economy differs from the economies of most developed countries in many respects, including with respect to the amount of government involvement, level of development, growth rate, and control of foreign exchange and allocation of resources. While the PRC economy has experienced significant growth in the past 20 years, growth has been uneven across different regions and among various economic sectors of China. The PRC government has implemented various measures to encourage economic development and guide the allocation of resources. Some of these m easures benefit the overall PRC economy, but may also have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations that are applicable to us. Since early 2004, the PRC government has implemented certain measures to control the pace of economic growth. Such measures may cause a decrease in the level of economic activity in China, which in turn could adversely affect our results of operations and financial condition.

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Unprecedented rapid economic growth in China may increase our costs of doing business, and may negatively impact our profit margins and/or profitability.

Our business depends in part upon the availability of relatively low-cost labor and materials. Rising wages in China may increase our overall costs of production. In addition, rising raw material costs, due to strong demand and greater scarcity, may increase our overall costs of production. If we are not able to pass these costs on to our customers in the form of higher prices, our profit margins and/or profitability could decline.

You may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited, because our subsidiaries are incorporated in non-U.S. jurisdictions, we conduct substantially all of our operations in China, and most of our officers reside outside the United States.

Although Parkview is incorporated in Delaware, all of our business operations are conducted in China by Anhui. Most of our officers and directors reside in China and some or all of the assets of those persons are located outside of the United States. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in China in the event that you believe that your rights have been infringed under the securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the PRC may render you unable to enforce a judgment against our assets or the assets of our directors and officers.

As a result of all of the above, our shareholders may have more difficulty in protecting their interests through actions against our management, directors or major shareholders than would shareholders of a corporation doing business entirely within the United States.

Governmental control of currency conversion may affect the value of your investment.

The Chinese government imposes controls on the convertibility of RMB into foreign currencies and, in certain cases, the remittance of currency out of China. We receive substantially all of our revenues in RMB. Under our current structure, our income is primarily derived from payments from Anhui. Shortages in the availability of foreign currency may restrict the ability of our Chinese subsidiaries and our affiliated entity to remit sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy their foreign currency denominated obligations. Under existing Chinese foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from trade-related transactions, can be made in foreign currencies without prior approval from China State Administra tion of Foreign Exchange by complying with certain procedural requirements. However, approval from appropriate government authorities is required where RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of bank loans denominated in foreign currencies. The Chinese government may also at its discretion restrict access in the future to foreign currencies for current account transactions. If the foreign exchange control system prevents us from obtaining sufficient foreign currency to satisfy our currency demands, we may not be able to pay dividends in foreign currencies to our stockholders.

Fluctuation in the value of RMB may have a material adverse effect on your investment.

The value of RMB against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions. Our revenues and costs are mostly denominated in RMB, while a significant portion of our financial assets are denominated in U.S. dollars. We rely entirely on fees paid to us by our affiliated entity in China. Any significant fluctuation in the value of RMB may materially and adversely affect our cash flows, revenues, earnings and financial position, and the value of, and any dividends payable on, our stock in U.S. dollars. For example, an appreciation of RMB against the U.S. dollar would make any new RMB denominated investments or expenditures more costly to us, to the extent that we need to convert U.S. dollars into RMB for such purposes. An appreciation of RMB against the U.S. dollar would also result in foreign currency translation losses for financial reporting purposes when we translate our U.S. dollar denominated financial assets into RMB, as RMB is our reporting currency.

Dividends we receive from our subsidiary located in the PRC may be subject to PRC withholding tax.

The recently enacted PRC Enterprise Income Tax Law, or the EIT Law, and the implementation regulations for the EIT Law issued by the PRC State Council, became effective as of January 1, 2008. The EIT Law provides that a maximum income tax rate of 20% is applicable to dividends payable to non-PRC investors that are “non-resident enterprises,” to the extent such dividends are derived from sources within the PRC, and the State Council has reduced such rate to 10% through the implementation regulations. We are a Delaware holding company and substantially all of our income is derived from the operations of Anhui located in the PRC, which is contractually obligated to pay its quarterly profits to our WFOE. Therefore, dividends paid to us by our WFOE in China may be subject to the 10% income tax if we are considered as a “n on-resident enterprise” under the EIT Law. If we are required under the EIT Law and its implementation regulations to pay income tax for any dividends we receive from our WFOE, it may have a material and adverse effect on our net income and materially reduce the amount of dividends, if any, we may pay to our shareholders.

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Governmental control of currency conversion may affect the value of your investment.

The PRC government imposes controls on the convertibility of the RMB into foreign currencies and, in certain cases, the remittance of currency out of China. We receive all our revenues in RMB. Under our current corporate structure, our income is primarily derived from dividend payments from our WFOE. Shortages in the availability of foreign currency may restrict the ability of our WFOE to remit sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy their foreign currency-denominated obligations. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from trade related transactions, can be made in foreign currencies without prior approval from the SAFE by complying with certain procedural requirements. How ever, approval from the SAFE or its local branch is required where RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may also at its discretion restrict access in the future to foreign currencies for current account transactions. If the foreign exchange control system prevents us from obtaining sufficient foreign currency to satisfy our currency demands, we may not be able to pay dividends in foreign currencies to our shareholders.

The land on which our facilities are located could be subject to appropriation by the PRC government.

There is no private ownership of land in China. All land ownership is held by the government of the PRC, its agencies and collectives. Land use rights can be transferred upon approval by the land administrative authorities of the PRC (State Land Administration Bureau) upon payment of the required land transfer fee. We have acquired the land use rights for our facilities through 2055, however, under PRC law, land use rights can be revoked and the tenants forced to vacate at any time when re-development of the land is in the public interest. There is no assurance that the land use rights for this location will not be revoked.

We may have difficulty establishing adequate management, legal and financial controls in the PRC.

The PRC historically has not adopted a Western style of management and financial reporting concepts and practices, as in modern banking, computer and other control systems. We may have difficulty in hiring and retaining a sufficient number of qualified employees to work in the PRC. As a result of these factors, we may experience difficulty in establishing management, legal and financial controls, collecting financial data and preparing financial statements, books of account and corporate records and instituting business practices that meet Western standards. Therefore, we may, in turn, experience difficulties in implementing and maintaining adequate internal controls as will be required under Section 404 of the Sarbanes Oxley Act of 2002.

RISKS RELATED TO OUR COMMON STOCK

There has been a limited trading market for our Common Stock and no market.

It is anticipated that there will be a limited trading market for the Common Stock on the Over-the-Counter Bulletin Board. The lack of an active market may impair your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable. The lack of an active market may also reduce the fair market value of your shares. An inactive market may also impair our ability to raise capital by selling shares of capital stock and may impair our ability to acquire other companies or technologies by using Common Stock as consideration.

You may have difficulty trading and obtaining quotations for our Common Stock.

The Common Stock may not be actively traded, and the bid and asked prices for our Common Stock on the Over-the-Counter Bulletin Board may fluctuate widely. As a result, investors may find it difficult to dispose of, or to obtain accurate quotations of the price of, our securities. This severely limits the liquidity of the Common Stock, and would likely reduce the market price of our Common Stock and hamper our ability to raise additional capital.

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The market price of our Common Stock may, and is likely to continue to be, highly volatile and subject to wide fluctuations.

The market price of our Common Stock is likely to be highly volatile and could be subject to wide fluctuations in response to a number of factors that are beyond our control, including:

● dilution caused by our issuance of additional shares of Common Stock and other forms of equity securities, which we expect to make in the Offering and in connection with future capital financings to fund our operations and growth, to attract and retain valuable personnel and in connection with future strategic partnerships with other companies;

● quarterly variations in our revenues and operating expenses;

● changes in the valuation of similarly situated companies, both in our industry and in other industries;

● changes in analysts’ estimates affecting our company, our competitors and/or our industry;

● changes in the accounting methods used in or otherwise affecting our industry;

● additions and departures of key personnel;

● announcements of technological innovations or new products available to the agricultural industry;

● announcements by relevant governments pertaining to incentives for agricultural development programs;

● fluctuations in interest rates and the availability of capital in the capital markets; and

● significant sales of our Common Stock, including sales by the investors following registration of the shares of Common Stock issued in this Offering and/or future investors in future offerings we expect to make to raise additional capital.

These and other factors are largely beyond our control, and the impact of these risks, singly or in the aggregate, may result in material adverse changes to the market price of our Common Stock and/or our results of operations and financial condition.

We do not expect to pay dividends in the foreseeable future.

We do not intend to declare dividends for the foreseeable future, as we anticipate that we will reinvest any future earnings in the development and growth of our business. Therefore, investors will not receive any funds unless they sell their Common Stock, and stockholders may be unable to sell their shares on favorable terms or at all. Investors cannot be assured of a positive return on investment or that they will not lose the entire amount of their investment in the Common Stock.

Our officers, directors and principal shareholders own a controlling interest in our voting stock and Investors will not have any voice in our management.

Following completion of the Reverse Merger Transaction and the Financing, our officers, directors and principal shareholders, in the aggregate, beneficially own or control the votes of approximately 52.65% of our outstanding Common Stock. As a result, these stockholders, acting together, will have the ability to control substantially all matters submitted to our stockholders for approval, including:

● election of our board of directors;

● removal of any of our directors;

● amendment of our certificate of incorporation or bylaws; and

● adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.

As a result of their ownership and positions, our directors, executive officers and principal shareholders collectively are able to influence all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. In addition, sales of significant amounts of shares held by our directors, executive officers or principal shareholders, or the prospect of these sales, could adversely affect the market price of our Common Stock. Management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

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Our common stock is not currently traded at high volume, and you may be unable to sell at or near ask prices or at all if you need to sell or liquidate a substantial number of shares at one time.

Our common stock is currently traded, but with very low, if any, volume, based on quotations on the “Over-the-Counter Bulletin Board”, meaning that the number of persons interested in purchasing our common stock at or near bid prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that we are a small company which is still relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable. As a co nsequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader or more active public trading market for our common stock will develop or be sustained, or that trading levels will be sustained.

Shareholders should be aware that, according to Commission Release No. 34-29093, the market for “penny stocks” has suffered in recent years from patterns of fraud and abuse. Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitabl e collapse of those prices and with consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the future volatility of our share price.

Legislative actions, higher insurance costs and potential new accounting pronouncements may impact our future financial position and results of operations.

There have been regulatory changes, including the Sarbanes-Oxley Act of 2002, and there may potentially be new accounting pronouncements or additional regulatory rulings that will have an impact on our future financial position and results of operations. The Sarbanes-Oxley Act of 2002 and other rule changes as well as proposed legislative initiatives following the Enron bankruptcy are likely to increase general and administrative costs and expenses. In addition, insurers are likely to increase premiums as a result of high claims rates over the past several years, which we expect will increase our premiums for insurance policies. Further, there could be changes in certain accounting rules. These and other potential changes could materially increase the expenses we report under generally accepted accounting principles, and adversely aff ect our operating results.

Efforts to comply with recently enacted changes in securities laws and regulations will increase our costs and require additional management resources, and we still may fail to comply.

As directed by Section 404 of the Sarbanes-Oxley Act of 2002, the SEC adopted rules requiring public companies to include a report of management on their internal controls over financial reporting in their annual reports on Form 10-K. In addition, in the event we are no longer a smaller reporting company, the independent registered public accounting firm auditing our financial statements would be required to attest to the effectiveness of our internal controls over financial reporting. Such attestation requirement by our independent registered public accounting firm would not be applicable to us until the report for the year ended December 31, 2011 at the earliest, if at all. If we are unable to conclude that we have effective internal controls over financial reporting or if our independent registered public accounting firm is require d to, but is unable to provide us with a report as to the effectiveness of our internal controls over financial reporting, investors could lose confidence in the reliability of our financial statements, which could result in a decrease in the value of our securities.

Our common stock is subject to the “penny stock” rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

The Securities and Exchange Commission (“SEC”) has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

● that a broker or dealer approve a person’s account for transactions in penny stocks; and

● the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

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In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

● obtain financial information and investment experience objectives of the person; and

● make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:

● sets forth the basis on which the broker or dealer made the suitability determination; and

● that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

FINRA sales practice requirements may also limit a shareholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ab ility to buy and sell our stock and have an adverse effect on the market for our shares.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

Some of the information in this Current Report contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by forward-looking words such as “may,” “will,” “expect,” “anticipate,” “believe,” “estimate” and “continue,” or similar words. You should read statements that contain these words carefully because they:

● discuss our future expectations;

● contain projections of our future results of operations or of our financial condition; and

● state other “forward-looking” information.

We believe it is important to communicate our expectations. However, there may be events in the future that we are not able to accurately predict or over which we have no control. Our actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under “Risk Factors,” “Business” and elsewhere in this Current Report.

This Management’s Discussion and Analysis (“MD&A”) relates to the financial condition and results of operations of Anhui for the years ended December 31, 2009 and 2008, and the six months ended June 30, 2010 and 2009.

Except where otherwise indicated, all financial information is expressed in U.S. dollars and determined on the basis of accounting principles generally accepted in the United States. This MD&A should be read in conjunction with Anhui’s audited financial statements for the years ended December 31, 2009 and 2008 and the unaudited interim financial statements of Dynamic for the six months ended June 30, 2010 and 2009.

Overview

Dynamic was incorporated in the British Virgin Islands on March 2, 2010. On May 25, 2010, Ningguo was incorporated. Dynamic owns 100% of the capital stock of Ningguo. On May 26, 2010, Ningguo entered into a series of contractual agreements with Anhui and its three owners, in which Ningguo effectively assumed management of the business activities of Anhui and has the right to appoint all executives and senior management and the members of the board of directors of Anhui. The contractual arrangements are comprised of a series of agreements, including a Consulting Services Agreement and Operating Agreement, through which Ningguo has the right to advise, consult and manage Anhui and its business operations for a quarterly consulting fee equal to all of Anhui’s quarterly net profit. Dynamic will receive distributions from its consoli dated affiliates only to the extent service fees are paid to Ningguo under these series of agreements and further distributed as dividends or other shareholder distributions by Ningguo. To secure payment of the service fees, Anhui’s shareholders have pledged their rights, titles and equity interest in Anhui as security for Ningguo to collect the consulting fee from Anhui through an Equity Pledge Agreement. In order to further reinforce Ningguo’s rights to control and manage Anhui, the shareholders of Anhui granted Ningguo the exclusive right to exercise their voting rights pursuant to a Voting Rights Proxy Agreement, as well as the exclusive right and option to acquire all of their equity interests in Anhui through an Option Agreement.

Anhui was established in May 1996 under the laws of the PRC. Anhui raises, processes and markets ducks and duck related food products through three business lines:

● Breeding Unit – breeds, hatches, and cultivates ducklings for resale and processing by the Food Processing Unit;

● Feed Unit – produces duck feed for internal use and external sale; and

● Food Processing Unit – processes ducklings into frozen raw food product for commercial resale.

The contractual arrangements completed in May 2010 provide that Dynamic has a controlling interest in Anhui as defined by FASB Accounting Standards Codification 810, “Consolidation”, Section 10-15, “Variable Interest Entities”, which requires Dynamic to consolidate the financial statements of Ningguo and Anhui.

Accordingly, the financial statements for the six months ended June 30, 2010 reflect the consolidated financial results of Dynamic, Ningguo, and Anhui.

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For the Years ended December 31, 2009 and 2008

Revenues

Revenues for the years ended December 31, 2009 and 2008 were $28,859,699 and $37,863,219, respectively. Revenues by business unit were as follows:

					Food
	Breeding		Feed		Processing
	Unit		Unit		Unit		Consolidated
2009	$	7,704,942	$	50,592	$	21,104,165	$	28,859,699
2008		9,608,988		20,206,867		8,047,364		37,863,219

During the year ended December 31, 2009, the Feed Unit made minimal sales to external customers. During 2008, the Feed Unit made sales to one primary external customer. This relationship was terminated during the end of 2008 and the Feed Unit focused on supplying the Breeding Unit internally.

The Food Unit realized a dramatic increase in sales from 2008 to 2009, as 2008 was its first full year of operation.

Revenues shown above reflect only sales to external customers. During the year ended December 31, 2009, the Feed Unit made sales of duck feed product to the Breeding Unit totaling $12,387,362 and $11,025,156, respectively, and the Food Unit made sales of food products to the Breeding Unit totaling $51,137 and $18,885, respectively.

During the years ended December 31, 2009 and 2008, all of Anhui’s sales were to customers located in the PRC.

Cost of goods sold and gross margin

Cost of goods sold for the years ended December 31, 2009 and 2008 were $24,670,485 and $30,025,790, respectively. Cost of goods sold consists principally of the cost of grains and fees paid to subcontracted farmers to raise commercial ducklings. The cost of grains fluctuates due to market, political, and economic factors that are beyond Anhui’s control. A dramatic increase in the price of grain could reduce profit margins and adversely affect Anhui’s results of operations if it is unable to pass such increased costs on to customers. Gross margins on revenues for the years ended December 31, 2009 and 2008 were 15% and 21%, respectively.

Sales and marketing expenses

Sales and marketing expenses for the years ended December 31, 2009 and 2008 were $55,425 and $164,184, respectively. Anhui reduced its sales and marketing expenditures in 2009 as more of its sales from the Breeding and Feed Units were made internally.

General and administrative expenses

General and administrative expenses for the years ended December 31, 2009 and 2008 were $1,347,787, and $1,194,297, respectively, and are comprised of expenses related to corporate administration, accounting, and other shared corporate costs. General and administrative expenses during 2009 reflect expenses in the amount of $148,750 related to the transaction whereby it intends to become listed on a United States stock exchange or quotation service through a reverse merger with a publicly traded company.

Other expense

Other expense for the years ended December 31, 2009 and 2008 were $81,736, and $165,611, respectively. These expenses are not directly related to Anhui’s principal business.

Subsidy income

From time to time, Anhui receives subsidies from the PRC government.  Subsidies used for current period expenditures are recognized as income in the period in which the benefit from the subsidy is realized by Anhui.  Certain of the subsidies are earmarked for particular capital improvement projects, and the completed projects must be approved by the government to ensure specifications were met.  Subsidies that relate to depreciable property and equipment are recorded as an offset to the related capital accounts to which the subsidy relates.

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Anhui defers amounts received pursuant to capital subsidies until the projects are approved, at which time the deferred balances are recorded as an offset to the related capital accounts.   As of December 31, 2009 and 2008, deferred subsidy funds received were $Nil and $717,954, respectively.

During the years ended December 31, 2009 and 2008, Anhui recognized subsidy income of $339,981 and $Nil, respectively.  During 2009, Anhui recorded capital subsidies in the amount of $1,853,557, which were offset against the cost of the capital assets.

Interest expense

Interest expense (net) for the years ended December 31, 2009 and 2008 was as follows;

	2009			2008
Interest income	$	(73,680	)	$	(99,990	)
Interest expense		536,573			476,646
Bank fees		77,598			18,075
Discounts from fair value on initial recognition of long term non-interest bearing loans		—			(42,785	)
Amortization of debt discount		9,291			—
Imputed interest expense		5,142			—
Total interest expense	$	554,924		$	351,946

Interest income is derived from interest earned on bank deposits, loans receivable, and cash and cash equivalents.  Interest expense relates to interest accrued on bank loans and credit facilities, and bank fees relating to cash accounts.  Anhui also recognized a discount on the face value of certain zero-interest loans with a stated maturity date at their inception to adjust the carrying value to the fair value, and amortization expense to amortize the discount.  Imputed interest expense represents interest expense on zero interest debt with no maturity date.

Income tax expense

Statutorily, Anhui is subject to income taxes in the PRC on its taxable income at a tax rate in accordance with the relevant income tax laws.  However, beginning in 2006, Anhui received an agricultural tax exemption from the PRC government whereby Anhui has not been subject to corporate income taxes during this period.  Accordingly, Anhui did not recognize any income tax expense during the years ended December 31, 2009 or 2008.  The exemption relates to unprocessed agricultural products and is granted by the relevant taxing authority on a year-by-year basis.  There is no stated expiration to the exemption, and while Anhui expects to continue to receive favorable tax treatment, changes in government policy could results in Anhui being required to pay income taxes.

Net income

Net income for the years ended December 31, 2009 and 2008 was $2,489,323 and $5,961,391, respectively. The lower income in 2009 was the direct result of lower external sales by the Feed and Breeding Unit, offset by an increase in Food Unit sales as that unit gained momentum in its second full year of operation.  Anhui intends to continue to market its Feed and Breeding Unit products to external customers, as well as to continue to expand its processed food products.

For the six months ended June 30, 2010 and 2009

Revenues

Revenues for the six months ended June 30, 2010 and 2009 were $19,646,570 and $7,268,909, respectively.  Revenues by business unit were as follows:

					Food
	Breeding		Feed		Processing
	Unit		Unit		Unit		Consolidated
2010	$	3,596,858	$	4,882,834	$	11,166,878	$	19,646,570
2009		3,207,663		482		4,060,764		7,268,909

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The Food Unit began its operations in 2008, and showed a significant increase in sales in the six months ended June 30, 2010 compared to the six months ended June 30, 2009, as sales and marketing efforts resulted in increased sales.  Breeding Unit sales have remained relatively flat for the six months ended June 30, 2010 compared with the six months ended June 30, 2009.  The Feed Unit realized minimal sales in the six months ended June 30, 2009 as products were primarily sold internally to the Breeding Unit.  However, in the second quarter of 2010, Anhui made significant sales of feed products to external customers through one distributor.  Anhui continues to attempt to market its feed products to external customers, primarily through feed distributors, and expects to continue realizing sales re venue from such products.  However, because distribution of these products is currently concentrated in one distributor, loss of that distributor would materially affect such sales.

Revenues shown above reflect only sales to external customers.  During the six months ended June 30, 2010 and 2009, the Feed Unit made sales of duck feed product to the Breeding Unit totaling $7,538,287 and $5,428,286, respectively, and the Breeding Unit made sales of ducks to the Food Unit totaling $121,253 and $41,929, respectively.

During the six months ended June 30, 2010 and 2009, all of Anhui’s sales were to customers located in the PRC.

Cost of goods sold and gross margin

Cost of goods sold for the six months ended June 30, 2010 and 2009 were $16,221,751 and $6,298,086 respectively. Cost of goods sold consists principally of the cost of grains and fees paid to subcontracted farmers to raise commercial ducklings. The cost of grains fluctuates due to market, political, and economic factors that are beyond Anhui’s control. A dramatic increase in the price of grain could reduce profit margins and adversely affect Anhui’s results of operations if it is unable to pass such increased costs on to customers.  Gross margins on revenues for the six months ended June 30, 2010 and 2009 were 17% and 13%, respectively.

Sales and marketing expenses

Sales and marketing expenses for the six months ended June 30, 2010 and 2009 were $22,860 and $30,787, respectively.

General and administrative expenses

General and administrative expenses for the six months ended June 30, 2010 and 2009 were $1,324,147, and $579,806, respectively, and are comprised of expenses related to corporate administration, accounting, and other shared corporate costs.  General and administrative expenses during the six months ended June 30, 2010 and 2009 reflect professional service expenses in the amount of $536,250 and $75,000, respectively, related to the transaction whereby Anhui intends to become listed on a United States stock exchange or quotation service through a reverse merger with a publicly traded company.  Anhui also recorded amortization of discounts on convertible debt in the amount of $61,892 in the six months ended June 30, 2010.

Other income

In 2008, Anhui began construction on an organic fertilizer manufacturing plant that it intended to complete in the second half of 2010.  The fertilizer plant was to be used to process duck waste products into a saleable organic fertilizer product.

In May 2009, Anhui entered into an Asset Transfer Agreement with an unrelated third party, whereby the buyer agreed to buy, and Anhui agreed to sell, the fertilizer plant and related equipment, ground works, land rights, and intellectual property associated with the manufacturing process. The sale price for the sold assets (as valued using the exchange rate on the sale date) was $3,886,431, of which $2,048,371 was paid in June 2010, and $1,838,060 is payable no later than November 18, 2010.  The value of the portion of the sale price receivable as of June 30, 2010 (using the exchange rate on June 30, 2010) was $1,845,106.

Anhui recognized a gain on the sale of the fertilizer plant and related assets equal to the excess of the sale price over the carrying value of the sold assets, in the amount of $877,874.

Additionally, during a prior period, Anhui wrote off an account receivable for the sale of a separate subsidiary with a sale price of $895,430 that was completed in 2005.  During June 2010, Anhui received payment for the prior account payable.  Accordingly, Anhui recognized a gain from the collection of the account in this amount.

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Subsidy income

From time to time, Anhui receives subsidies from the PRC government. Subsidies used for current period expenditures are recognized as income in the period in which the benefit from the subsidy is realized by Anhui. Certain of the subsidies are earmarked for particular capital improvement projects, and the completed projects must be approved by the government to ensure specifications were met. Subsidies that relate to depreciable property and equipment are recorded as an offset to the related capital accounts to which the subsidy relates.

During the six months ended June 30, 2010 and 2009, Anhui recognized subsidy income of $108,543 and $108,137, respectively.

Interest expense

Interest expense (net) for the six months ended June 30, 2010 and 2009 was as follows;

	2010			2009
Interest income	$	(1,942	)	$	(14,831	)
Interest expense		717,930			277,884
Bank fees		116,241			39,644
Discounts from fair value on initial recognition of long term non-interest bearing loans		(41,716	)		—
Amortization of debt discount		5,333			4,447
Imputed interest expense		10,102			—
	$	805,948		$	307,144

Interest income is derived from interest earned on bank deposits, loans receivable, and cash and cash equivalents. Interest expense relates to interest accrued on bank loans and credit facilities, and bank fees relating to cash accounts. Anhui also recognized a discount on the face value of certain convertible loans and zero-interest loans with a stated maturity date at their inception to adjust the carrying value to the fair value, and amortization expense to amortize the discount. Imputed interest expense represents interest expense on zero interest debt with no maturity date.

Income tax expense

Statutorily, Anhui is subject to income taxes in the PRC on its taxable income at a tax rate in accordance with the relevant income tax laws. However, beginning in 2006, Anhui received an agricultural tax exemption from the PRC government whereby Anhui has not been subject to corporate income taxes during this period. Accordingly, Anhui did not recognize any income tax expense during the six months ended June 30, 2010 or 2009. The exemption relates to unprocessed agricultural products and is granted by the relevant taxing authority on a year-by-year basis. There is no stated expiration to the exemption, and while Anhui expects to continue to receive favorable tax treatment, changes in government policy could results in Anhui being required to pay income taxes.

Net income

Net income for the six months ended June 30, 2010 and 2009 was $3,152,528 and $142,704, respectively. The higher income in 2010 was the result of (i) increased profit from the Food Unit as sales increased and margins improved, (ii) external sales from the Feed Unit in 2010, where no external sales were made in 2009, (iii) a gain on the sale of the fertilizer plant in 2010 in the amount of $877,874, and (iv) a gain from the collection of an account previously written off in the amount of $895,430. These improvements were offset by higher general and administrative expense relating to preparation for Anhui’s merger into a public reporting company in the U.S., and higher interest expense associated with increased debt balances. Anhui intends to continue to market its Feed and Breeding Unit products to external customers, as well as to continue to expand its processed food products.

Liquidity and Capital Resources

As of June 30, 2010 and December 31, 2009, Anhui had unrestricted cash balances of $1,859,417 and $605,392, respectively, and a working capital deficiency of $7,523,015 and $12,804,524, respectively.

29

Notwithstanding Anhui’s history of profits and retained earnings, Anhui has serious working capital deficiencies, arising primarily from Anhui’s practice of borrowing funds in the form of both short and long term bank loans payable to supplement government grants to fund its capital expansion projects. Anhui believes that it will be able extend a substantial portion of its current loans payable, or issue new debt or equity to repay loans that come due during the remainder of 2010, although Anhui does not have any contracts or commitments to do so and cannot provide any assurance that it will be able to achieve such extension or additional capital. Anhui has already extended or replaced approximately $12.2 million in current bank loans that matured since December 31, 2009. Additionally, Anhui expects to attempt to raise bet ween $7.5-9 million in connection with this Offering. The balance of Anhui’s working capital deficiency is expected to be eliminated from future profitable operations. Anhui believes that the refinancing strategies referred to above would mitigate the serious deficiencies in working capital as of June 30, 2010 and December 31, 2009.

On March 1, 2010, Anhui issued unsecured debentures in the aggregate principal amount of $650,000 to 11 investors. Anhui received net proceeds of $555,000, which were used to pay legal, accounting, and other costs associated with Anhui completing a transaction whereby it intends to become a U.S. reporting company through a reverse merger with a publicly traded company. The debentures bear interest at a rate of 15% per annum, and mature on the earlier of September 30, 2010 or the completion of a financing of at least $10,000,000 by Anhui. The debentures are convertible, at the sole option of the holder, into shares of Anhui at a price equal to a 25% discount to the price of any new financing. Each debenture holder also will receive the equivalent of one share of the public entity for each dollar invested in the debenture. Anhui expects to repay these loans in cash from the proceeds of this Offering.

The following table sets forth Anhui’s long term debt and other long term commitments as of June 30, 2010:

Contractual Obligations	Total		< 1 year		1-3 years		3-4 Years		> 5 years
Debt	$	19,648,521	$	13,659,196	$	2,235,389	$	3,753,936	$	—
Operating Leases (1)		–		—		—		—		—
Total Contractual Obligations	$	19,648,521	$	13,659,196	$	2,235,389	$	3,753,936	$	—

    (1)Anhui leases certain of its facilities pursuant to non-cancellable lease agreements expiring at various times through 2037. The amount of rent on these facilities is not fixed, but is based on the government stipulated market price of grains multiplied by the grain yield per mu (approximately 0.667 hectares). Because future rents on these facilities depend upon unknown future market and production factors, the amount of future commitment cannot be quantified.

Off-Balance Sheet Arrangements

None.

Financial Instruments and Other Instruments

Anhui’s financial instruments consist of cash and cash equivalents, trade accounts receivable, loans receivable, other receivables, prepaid and other current assets, amounts due from/to related parties, trade accounts payable and accrued liabilities, other accounts payable, and current loans payable. The fair values of these financial instruments approximate their carrying values due to the relatively short-term maturity of these instruments. Cash has been valued using the market value technique.

Critical Accounting Policies

     See the disclosure regarding critical accounting policies in Anhui’s financial statements attached hereto.

30

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the pro forma beneficial ownership of the Company’s Common Stock upon Closing. The table sets forth the beneficial ownership of (i) each person who, to our knowledge, beneficially owns more than 5% of the outstanding shares of Common Stock; (ii) each of the directors and executive officers of the Company; and (iii) all of our executive officers and directors as a group.

Unless otherwise indicated in the footnotes to the following table, each person named in the table has sole voting and investment power and that person’s address is c/o Dynamic Ally Limited, No. 88 Eastern Outer Ring Road, Ningguo City, Anhui Province, PRC 242300.

NAME OF OWNER	TITLE OF CLASS	NUMBER OF SHARES OWNED (1)	PERCENTAGE OF COMMON STOCK
Wu Qiyou (2)	Common Stock	0	*
Chen Beihuang (2)	Common Stock	0	*
Han Jialiang	Common Stock	0	*
He Zhiwei	Common Stock	0	*
James J. Keil	Common Stock	0	*
David Dodge	Common Stock	141,894	1.49	%
Officers and Directors as a Group (6 persons)	Common Stock	141,894	1.49	%
Firm Success International, Ltd. (2)	Common Stock	4,886,990	51.17	%

___________________________

* Denotes less than 1%

(1) Beneficial ownership percentages gives effect to the completion of the Reverse Merger Transaction and the Financing, and are calculated based on 9,551,333 shares of Common Stock issued and outstanding. Beneficial ownership is determined in accordance with Rule 13d-3 of the Exchange Act. The number of shares beneficially owned by a person includes shares of Common Stock underlying options or warrants held by that person that are currently exercisable or exercisable within 60 days of November 10, 2010. The shares issuable pursuant to the exercise of those options or warrants are deemed outstanding for computing the percentage ownership of the person holding those options and warrants but are not deemed outstanding for the purposes of computing the percentage ownership of any other person. The persons and entities named in the table have sole voting and sole investment power with respect to the shares set forth opp osite that person’s name, subject to community property laws, where applicable, unless otherwise noted in the applicable footnote.

(2) Phong Sae-Ia is the owner of 100% of the capital stock of Firm Success International, Ltd., and therefore owns 4,886,990 shares of the Company. Phong Sae-Ia’s ownership in Firm Success International, Ltd. will be subject to the Option Agreement, pursuant to which 100% of Phong Sae-Ia’s ownership in Firm Success International, Ltd. is expected to be transferred to the current shareholders of Anhui (of which Wu Qiyou owns 96% and Chen Beihuang owns 2%) within three years from the date of the Option Agreement. If the Option Agreement is exercised in full, Wu Qiyou would control 4,691,510, or 49.12%, and Chen Beihuang would own 97,740, or 1.02%, of the Company’s shares at such time as this equity interest were fully earned pursuant to the terms of the Option Agreement. Firm Success pledged its shares as security for the Company achieving the Target Income. The pledged shares will be released from t he pledge and returned to Firm Success if the Company achieves the Target Income. If the Target Income is not met, the Pledged Shares will be distributed pro rata to the holders of the Units. Please see Item 3.02 for a more detailed description.

31

DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS

AND CONTROL PERSONS

Our Directors and Executive Officers

In connection with the change in control of the Company described in Item 5.01 of this report, effective November 10, 2010, Richard B. Frost resigned as our President and Chief Executive Officer, Bert L. Gusrae resigned as our Secretary, Treasurer and Director and Rebecca A. Lozano resigned as our Vice President. On November 10, 2010, we appointed Mr. Wu Qiyou as our Chief Executive Officer and Chairman, David Dodge as our Chief Financial Officer, Chen Beihuang as our Vice General Manager and Director, Han Jialang as our Financial Controller and Director, He Zhiwei as our Director and James J. Keil as our Director. Upon the expiration of the 10-day period following the delivery and/or mailing of the Schedule 14f-1 Information Statement to our stockholders in compliance with the provisions of Section 14(f) of the Act and Rule 14(f)-1 t hereunder, the resignation of Mr. Gusrae as a director of our Board, and the appointment of Chen Beihuang, Han Jialiang, He Zhiwei and James J. Keil as members of our Board, will also become effective. The Schedule 14f-1 Information Statement is expected to be filed on or about November 15, 2010 and mailed immediately thereafter.

Upon the expiration of the 10-day period following the delivery and/or mailing of the Schedule 14f-1 Information Statement, a majority of our officers and directors will be residents of the PRC. As a result, it may be difficult for investors to effect service of process within the United States upon any of them or to enforce court judgments obtained against them in the United States courts.

The following table sets forth the executive officers and directors, their ages and position(s) with the Company following the mailing of the Schedule 14f-1 Information Statement.

Name	Age	Position
Wu Qiyou	41	Chief Executive Officer and Chairman of the Board of Directors
David Dodge	35	Chief Financial Officer
Chen Beihuang	40	Vice General Manager and Director
Han Jialiang	45	Financial Controller and Director
He Zhiwei	43	Director
James J. Keil	82	Director

Wu Qiyou is the founder, Chief Executive Officer, and Chairman of the Board of Directors of Anhui. Mr. Wu founded Anhui in 1996 and has acted as the principal executive officer since that date. Prior to founding Anhui, Mr. Wu was the production manager of Xin Ling Electrical Machinery Factory of Ningguo County. Mr. Wu received a degree in enterprise management from Beijing Society Correspondence University in 1992.

Chen Beihuang has served as Anhui’s Vice General Manager since May 1999. Ms. Chen earned a junior college degree from Hefei Industrial College in 1998. Prior to joining Anhui in 1999, Ms. Chen held various financial management and accounting positions at manufacturing companies in the PRC, including Ri Quan Photoelectric Company, Hong Xing Machinery Plant, Shan MenVehicle Transport Company, and Jiangnan Chemical Factory.

Han Jialiang has served as Anhui’s Finance Controller since January 2000. Mr. Han received a junior college degree from Anhui Finance and Trade College in July 2006. Prior to joining Anhui in 2000, Mr. Han was Controller at Ningguo Industrial Group Company from August 1988 to May 1998, and was an auditor with Ningguo Audit Firm from May 1998 to December 1999.

David A. Dodge has been an independent financial consultant since 2007, acting as interim CFO and/or providing accounting, management, and financial reporting services for TTC Technology Corp (formerly SmarTire Systems, Inc.)(TCLIF.PK), Futuremedia PLC (FMDAY.OB), and multiple privately held Chinese companies in the process of going public and raising capital in North America. Previously, Mr. Dodge served as CFO of NeoMedia Technologies, Inc. (OTCBB: NEOM), a U.S. public company, from 2002 through 2007. From 1999 to 2002, Mr. Dodge held various finance-related positions with NeoMedia, including Director of Financial Reporting, Director of Financial Planning, and Controller. Prior to his public company experience, Mr. Dodge was an auditor with Ernst & Young LLP from 1997 to 1999. Mr. Dodge holds a B.A. in economics from Yale University and an M.S. in accounting from the University of Hartford, and is also a Certified Public Accountant (inactive).

He Zhiwei (Michael) is currently serving as the executive director of China Ray Consulting, where he leads the management consulting practice for China-based small-cap and micro-cap businesses. Previously, he served as the Chief Financial Officer for Chisen Electric Corporation (OTCBB:CIEC) between November 2008 and June 2010 and as a Director between November 2008 and September 2010. From 1999 to 2001, Mr. He served as Strategic Commodity Manager of Worldwide Operations at Dell, Inc. From February 2001 to November 2006, Mr. He was responsible for capacity and service management of Capital One’s Technology Operations and Data Center Operations. In 2005, Mr. He became the Finance Manager at Capital One Global Financial Services, where he analyzed, reported and managed the financials and the annual operating budget of $130 million. In his tenure at Capital One Financial Corporation, Mr. He maintained a rigorous cost management discipline. From November 2006 to December 2007, Mr. He led the efforts at Circuit City Stores Inc. and BDA Inc. to develop private label branding strategies, consumer electronics products and video gaming accessories, where he minimized the dependency on non value-added brands. From December 2007 to November 2008, Mr. He played a leadership role at Amazon.com Inc. in maximizing Amazon’s segment share and profitability by developing and implementing the Private Label and Direct Import infrastructure and programs that had reinforced Amazon’s position as the global leader in online shopping for all products. Mr. He also helped rapidly expand and grow Amazon’s international retail business in Europe, Japan and China.

32

James J. Keil. Mr. Keil is founder and President of Keil Partners, LLC, a marketing, consulting and government reseller firm started in November 2009 now located in Chicago, Illinois specializing in reselling hardware and software products and solutions to the various agencies of the U.S. federal government. Mr. Keil also been a Director of NeoMedia Technologies, Inc. (OTCBB:NEOM) since August 1996. Prior to having his own businesses, Mr. Keil worked for 38 years at IBM and Xerox Corporation in various marketing, sales and senior executive positions. From 1989 to 1995, Mr. Keil was on the board of directors of Elixir Technologies Corporation (a non-public corporation) and from 1990 to 1992 was the Chairman of its Board of Directors. From 1992 to 1996, Mr. Keil served on the board of directors of Document Sciences Corporation. Mr. Keil holds a B.S. degree from the University of Dayton and did Masters level studies at the Harvard Business School and the University of Chicago in 1961-1962.

Family Relationships

None.

Involvement in Certain Legal Proceedings

To the Company’s knowledge, during the past ten (10) years, none of the Company’s directors, executive officers, promoters, control persons, or nominees has been:

● the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

● convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

● subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

● found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law

Audit Committee

We have not yet appointed an audit committee. At the present time, we believe that the members of Board of Directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We do, however, recognize the importance of good corporate governance and intend to appoint an audit committee comprised entirely of independent directors, including at least one financial expert, in the near future.

Compensation Committee

We do not presently have a compensation committee. Our board of directors currently acts as our compensation committee.

Nominating Committee

We do not presently have a nominating committee. Our board of directors currently acts as our nominating committee.

33

EXECUTIVE COMPENSATION

The following table sets forth the annual and long-term compensation paid to our Chief Executive Officer and the other executive officers who earned more than $100,000 per year at the end of the last two completed fiscal years. We refer to all of these officers collectively as our “named executive officers.”

Summary Compensation Table

Name & Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Non- Qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Wu Qiyou	2009	—	—	—	—	—	—	—	—
	2008	—	—	—	—	—	—	—	—
Richard B. Frost*	2009	—	—	—	—	—	—	—	—
	2008	—	—	—	—	—	—	—	—
Alicia M. LaSala**	2009	—	—	—	—	—	—	—	—
	2008	—	—	—	—	—	—	—	—

*Mr. Frost resigned as our Chief Executive Officer and President on November 10, 2010.

**Ms. LaSala resigned as our Chief Executive Officer in May of 2008.

Outstanding Equity Awards at Fiscal Year-End Table.

None of our executive officers received, nor do we have any arrangements to pay out, any bonus, stock awards, option awards, non-equity incentive plan compensation, or non-qualified deferred compensation.

Employment Agreements with Executive Officers

David Dodge

On March 26, 2010, Anhui entered into a consulting agreement with David Dodge, an individual, pursuant to which Mr. Dodge was engaged to act as Chief Financial Officer of Taiyang prior to completion of the Share Exchange, and in the same capacity of the Company upon the closing of the Reverse Merger Transaction. Pursuant to the terms of the consulting agreement, Mr. Dodge received 144 shares of Dynamic common stock prior to the closing of the Share Exchange. The contract also calls for Mr. Dodge to be compensated at a rate of $150 per hour for services performed, with a maximum of $10,000 per month. Mr. Dodge’s employment contract was transferred to the Company upon the closing of the Reverse Merger Transaction.

Director Compensation

Currently, we do not pay any compensation to our directors for their service on the Board of Directors. However, we intend to review and consider future proposals regarding director compensation.

Stock Option Plans

None.

34

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Related Transactions of Parkview

On August 8, 2006 Parkview issued 1,500,000 shares of restricted Common Stock to Laura Palisa Mujica in exchange for the sum of $1,500. Ms. Mujica is the mother of C. Leo Smith, Parkview’s former officer and director. While Mr. Smith disclaimed beneficial interest in those shares, they were nevertheless deemed to be beneficially owned by him. Parkview repurchased the shares from Ms. Mujica on January 4, 2008, upon Mr. Smith’s resignation as an officer and director of the Company for the sum of $1,500.

On March 9, 2007 Parkview issued 1,000 shares of restricted Common Stock to C. Leo Smith, while he was Parkview’s officer and director for $250. Parkview repurchased these shares from Mr. Smith for $250 on January 4, 2008, upon his resignation as an officer and director of the Company.

On March 9, 2007 Parkview issued 1,000 shares of restricted Common Stock to John LaSala for $250. Mr. LaSala is the husband of Alicia M. LaSala, who holds more than five percent (5%) of Parkview’s issued and outstanding Common Stock. While Mrs. LaSala disclaims any beneficial interest in Mr. LaSala’s 1,000 shares, they are nevertheless deemed to be beneficially owned by her.

On April 4, 2007 Parkview issued 1,300 shares of restricted Common Stock for $325 to Bert L. Gusrae, an officer and director of Parkview, and Wendy Tand Gusrae, Mr. Gusrae’s wife. The shares are jointly held by Mr. and Mrs. Gusrae and may be deemed to be controlled by Mr. Gusrae.

On May 4, 2007 Parkview issued 1,000 shares of restricted Common Stock to the Nicholas F. LaSala Trust for $250. Mrs. Alicia M. LaSala holds more than five (5%) of the Company’s issued and outstanding Common Stock. Nicholas F. LaSala is the minor son of Mrs. LaSala and the beneficiary of the Nicholas F. LaSala Trust. While Mrs. LaSala disclaims any beneficial interest in the trust shares they may be deemed controlled by her.

On August 6, 2007, Parkview issued 1,000 shares of restricted Common Stock to Leroy A. Smith, MD for $250. Doctor Smith is the father of C. Leo Smith, Parkview’s former officer and director. Mr. Smith disclaimed any beneficial interest in the shares. Parkview repurchased the shares from Dr. Smith for $250 on January 4, 2008, upon Mr. Smith’s resignation as an officer and director of the Company.

On May 20, 2008 Parkview’s then majority shareholder and sole officer and director, Alicia M. LaSala, sold 400,000 shares, 300,000 shares, and 400,000 shares of her restricted Common Stock in Parkview to Richard B. Frost, Mark J. Hanna, and Bert L. Gusrae, respectively, for $0.001 per share, or a total of $1,100, in three (3) separate private transactions. The private transactions were consummated in conjunction with Mrs. LaSala’s resignation as an officer and director of Parkview and the coordinated appointment of Messrs. Frost, Hanna, and Gusrae as Parkview’s then new management.

On October 31, 2008, Messrs. Frost and Hanna each transferred 50,000 shares of their restricted Common Stock in Parkview to Rebecca A. Lozano, for $0.001 per share, or a total of $100 in connection with Ms. Lozano’s assumption of her officer position with the Company.

On November 5, 2008, the Company re-acquired 150,000 shares of the restricted Common Stock previously issued to Mr. Gusrae and 50,000 shares of the restricted Common Stock previously issued to Alicia M. LaSala, in each case for $0.001 per share, or a total of $200.

On May 11, 2009, Parkview issued 1,000 shares of restricted Common Stock to Rachel Frost, the wife of Richard B. Frost, and 1,000 shares of restricted Common Stock to Wendy Tand Gusrae, the wife of Bert L. Gusrae. Ms. Frost and Ms. Gusrae each paid $500 for their respective shares.

On July 7, 2009, Parkview issued 100,000 shares of restricted Common Stock to Frank Pellegrino for $50,000.

In each of these related transactions, the Company followed its informal unwritten policy and procedure for review, approval and ratification of proposed certain relationship transactions. The standard of review for approval and ratification of a certain relationship transaction is reasonableness and consistency with the needs of the Company, as discussed and subsequently determined by the Board unanimously, and in its sole discretion, at the time the transaction is proposed. In every case to date, the proposed transaction was reviewed by the Company’s Board of Directors when proposed, and received the Board’s unanimous written consent prior to consummation

35

Related Transactions of Dynamic Ally

As of June 30, 2010 and December 31, 2009, amounts due from related parties were comprised of the following:

	June 30,		December 31,
	2010		2009
Due from Wu Qiyou	$	220,286	$	735,861
Due from Chen Beihuang		126,458		585
Due from Wu Qida		29,375		29,252
	$	376,119	$	765,698

Wu Qiyou is Anhui founder and principal executive officer and the holder of 96% of Anhui’s registered share capital.

Wu Qida is the holder of 2% of Anhui’s registered share capital, and also the brother of Wu Qiyou.

Chen Beihuang is the holder of 2% of Anhui’s registered share capital.

As of June 30, 2010 and December 31, 2009, Anhui had $261,287 and $189,370, respectively, included in other accounts payable that was due to Taiyang Biological Corporation, a company owned 80% by Wu Qida.

Anhui was involved in related party transactions during the six months ended June 30, 2010 and 2009 and years ended December 31, 2009 and 2008 as described below.

During the six months ended June 30, 2010 and 2009 and years ended December 31, 2009 and 2008, Anhui made loans to Wu Qiyou in the amount of $403,675, $146,469, $325,637 and $67,938, respectively. Wu Qiyou made repayments on loan balances in the amount of $832,573, $38,646, $205,169 and $44,307 during the six months ended June 30, 2010 and 2009 and years ended December 31, 2009 and 2008, respectively. These loans were non-interest bearing and had no stated due date.

During the six months ended June 30, 2009 and years ended December 31, 2009 and 2008, Anhui made loans to Wu Qida in the amount of $29,226, $29,237 and $718, respectively. No loans were made during 2010 and no repayments were made during 2010 or 2009. Wu Qida made a repayment on these loans in the amount of $718 during year ended December 31, 2008. Also during the six months ended June 30, 2010, Anhui made purchases of feed components totaling $70,993 from Taiyang Biological Corporation, a company owned 80% by Wu Qida.

During the six months ended June 30, 2010 and 2009 and years ended December 31, 2009 and 2008, Anhui made loans to Chen Beihuang in the amount of $134,387, $9,060, $16,007 and $19,103, respectively. Chen Beihuang made repayments on these loans in the amount of $8,997, $21,773, $28,286 and $6,444 during the six months ended June 30, 2010 and 2009 and years ended December 31, 2009 and 2008, respectively. These loans were non-interest bearing and had no stated due date.

36

MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANTS

COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our common stock has been available for quotation on the OTC Bulletin Board since November 2009 under the symbol PKVG.OB. For the period from November 2009 to date, the following table sets forth the high and low sale prices of our common stock as reported by the Over-the-Counter Bulletin Board.

Period	High		Low
Fiscal Year Ended December 31, 2009:
Fourth Quarter		—		—
Fiscal Year Ended December 31, 2010:
First Quarter	$	—	$	—
Second Quarter		—		—
Third Quarter		1.10		0.77
Fourth Quarter (1)		3.00		0.70

     (1)As of November 10, 2010.

Immediately after completion of the Reverse Merger Transaction and the Financing, we had approximately 135 shareholders of record of our common stock, including the shares held in street name by brokerage firms. The holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of the common stock have no preemptive rights and no right to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to the common stock

Dividends

We have not paid dividends on our common stock and do not anticipate paying such dividends in the foreseeable future. We will rely on dividends from our consolidated operating entity for our funds and PRC regulations may limit the amount of funds distributed to us from our consolidated operating entity, which will affect our ability to declare any dividends.

Securities authorized for issuance under equity compensation plans

As of the date of this Current Report, we do not have any securities authorized for issuance under any equity compensation plans and we do not have any equity compensation plans.

Penny Stock Regulations

Our shares of common stock are subject to the “penny stock” rules of the Securities Exchange Act of 1934 and various rules under this Act. In general terms, “penny stock” is defined as any equity security that has a market price less than $5.00 per share, subject to certain exceptions. The rules provide that any equity security is considered to be a penny stock unless that security is registered and traded on a national securities exchange meeting specified criteria set by the SEC, issued by a registered investment company, and excluded from the definition on the basis of price (at least $5.00 per share), or based on the issuer’s net tangible assets or revenues. In the last case, the issuer’s net tangible assets must exceed $3,000,000 if in continuous operation for at least three years or $5,000,000 if in operation for less than three years, or the issuer’s average revenues for each of the past three years must exceed $6,000,000.

Trading in shares of penny stock is subject to additional sales practice requirements for broker-dealers who sell penny stocks to persons other than established customers and accredited investors. Accredited investors, in general, include individuals with assets in excess of $1,000,000 or annual income exceeding $200,000 (or $300,000 together with their spouse), and certain institutional investors. For transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of the security and must have received the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, the rules require the delivery, prior to the first transaction, of a risk disclosure document relating to the penny stock. A broker-dealer also mus t disclose the commissions payable to both the broker-dealer and the registered representative, and current quotations for the security. Finally, monthly statements must be sent disclosing recent price information for the penny stocks. These rules may restrict the ability of broker-dealers to trade or maintain a market in our common stock, to the extent it is penny stock, and may affect the ability of shareholders to sell their shares.

37

RECENT SALES OF UNREGISTERED SECURITIES

On August 6, 2007 Parkview completed a private placement of 17,200 shares of restricted Common Stock to fifteen (15) investors. The shares issued upon completion of the private placement were deemed exempt from registration pursuant to Section 4 (2) the Securities Act of 1933 (the “Act”) in reliance on Regulation D and Rule 504 promulgated thereunder. The Company was able to claim the private placement exemption indicated in that the offering was made to less than thirty–five (35) investors, solely to purchasers within the State of Florida, without sales commission or similar compensation paid to any person, and in that the offering involved neither general solicitation nor general advertising. Furthermore, the purchasers each advised the Company prior to purchase that they were purchasing the securities offered solel y for their own account, that they had been informed that all of the securities purchased were unregistered, restricted securities subject to stop-transfer instructions and that all certificates representing the purchased securities would bear legends stating, the securities were not registered under the Act, and referring to applicable restrictions imposed upon their subsequent transferability and sale.

Parkview sold and issued 17,200 shares of Common Stock at $ .25 per share, for proceeds totaling $4,300, to the following investors:

Name of Investor	Number of Shares		Amount Invested
John LaSala	1,000		$	250
Allen Weinstein	1,000		$	250
Robert Beltrame	1,500		$	375
Eugene M. Kennedy	1,200		$	300
Lana R. Claman	1,200		$	300
Bert Gusrae & Wendy Tand-Gusrae	1,300		$	325
Alma Adamo	1,000		$	250
Jesse Small	1,000		$	250
David Messinger	1,000		$	250
Jacqueline Borer	2,000		$	500
David J. Blechman	1,000		$	250
Nicholas F. LaSala Trust	1,000		$	250
Brent A. Peterson	1,000		$	250
C. Leo Smith	1,000	*	$	250
Leroy A. Smith, MD	1,000	*	$	250

 * These shares were repurchased by Parkview on January 4, 2008 in connection with the resignation and departure of Mr. C. Leo Smith as an officer and director of the Company at that time.

     On June 15, 2008 Parkview commenced a second private placement, offering up to 250,000 shares of its restricted Common Stock, solely to accredited investors. This private placement offering is currently underway pending completion after the date hereof. Issuances of Common Stock in this pending private placement are, and will be, deemed exempt from registration under the Act in reliance on Regulation D and Rule 506 promulgated thereunder. The Company is able to claim the private placement exemption indicated in that the offering has and will be made solely to accredited investors, without sales commission or similar compensation paid or payable to any person, and in that the offering involves neither general solicitation nor general advertisin g. Furthermore, the purchasers have, and will have, each advised the Company prior to purchase that they are accredited investors, purchasing the securities offered solely for their own account, that they have been informed that all of the securities purchased are unregistered, restricted securities, subject to stop-transfer instructions and that certificates representing their purchased securities bear, and will bear, legends, stating that the securities are not registered under the Act, and referring to applicable restrictions imposed upon their subsequent transferability and sale.

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      Parkview has issued 106,000 shares of Common Stock to date in this private placement, at $ .50 per share, for total proceeds in the current amount of $53,000, to the following investors:

Name of Investor	Number of Shares	Amount Invested
Arturo Freeman	2,000	$	1,000
Howard Kelrick	10,000	$	5,000
Alan Stieb and Rochelle Adler-Steib	20,000	$	10,000
Mark Robson	1,000	$	500
John Kemp	1,000	$	500
Andrew and Ellen Astrove	20,000	$	10,000
Alan Sarkin	10,000	$	5,000
Alfred Schiffrin	10,000	$	5,000
Judith and Mark Gaylinn	1,000	$	500
Robert Richards	10,000	$	5,000
Justin Renert	10,000	$	5,000
John Burt	1,000	$	500
Michael Goldman and Denise Goldman	1,000	$	500
Terry and Sherri Klinghoffer	2,000	$	1,000
Roslyn K. Malmaud	1,000	$	500
Armen and Beth Guendjoian	1,000	$	500
Gregory J. Drew and Denise Morris	2,000	$	1,000
Diane S. Kennedy	1,000	$	500
Lee V. Twyford	2,000	$	1,000
Totals	106,000	$	53,000

On August 8, 2006 Parkview issued 1,500,000 shares of its restricted Common Stock to Laura Palisa Mujica for proceeds in the amount of $1,500. The shares were issued to Ms. Mujica, who is Mr. C. Leo Smith’s mother, in connection with Mr. Smith’s assumption of his former positions as the Company’s officer and director at that time and were deemed to be beneficially owned by Mr. Smith. The issuance was considered to be exempt from registration under Section 5 of the Act, in reliance on Section 4(2) thereof, as a transaction by an issuer not involving any public offering and in that the certificate representing that stock bore a legend stating, that the securities were not registered under the Act, and referring to applicable restrictions imposed upon their subsequent transferability and sale. Parkview repurchased all o f the shares from Ms. Palisa Mujica on January 4, 2008 as an aspect of Mr. C. Leo Smith’s resignation and departure as an officer and director of Parkview at that time,

On July 21, 2009, the Company completed the sale of 110,000 shares of authorized, previously unissued Common Stock for aggregate cash proceeds of $55,000 or $0.50 per share. The securities were purchased by four (4) individual shareholders. There were no underwriting discounts or commissions paid in the transactions. The proceeds received from the sales are being and will be used as operating capital by the Company to cover its on-going costs and expenses.

On July 21, 2009, the Registrant completed the sale of 107,000 shares of authorized, previously unissued Common Stock for aggregate cash proceeds of $53,500 or $0.50 per share. The securities were purchased by four (4) individual shareholders. There were no underwriting discounts or commissions paid in the transactions. The proceeds received from the sales are being and will be used as operating capital by the Company to cover its on-going costs and expenses.

During the fiscal quarter ended September 30, 2009 and in April 2009, the Company sold an aggregate of 50,000 shares of authorized, previously unissued Common Stock for aggregate cash proceeds of $25,000 or $0.50 per pre-reverse split share. The securities were purchased by four (4) accredited investors. There were no underwriting discounts or commissions paid in the transactions. The proceeds received from the sales are being and will be used as operating capital by the Company to cover its on-going costs and expenses.

On February 22, March 5, April 27, and April 29, 2010, we sold an aggregate of 16,667 shares of authorized, previously unissued Common Stock for aggregate cash proceeds of $ 25,000, or $1.50 per share. The securities were purchased by four (4) accredited investors. There were no underwriting discounts or commissions paid in the transactions. The proceeds received from the sales are were used as operating capital by the Company to cover its on-going costs and expenses..

On November 10, 2010, and as more fully described in Item 3.02 herein, the Company sold 647,923 Units to the Purchasers for aggregate gross proceeds of $5,000,016, at a price of $8.00 per Unit. Each Unit consists of four (4) shares of Common Stock, and a Warrant to purchase one (1) share of Common Stock, exercisable for a period of three years.

Exemption from the registration provisions of the Securities Act of 1933 for the foregoing transactions described was claimed under Section 4(2) of the Securities Act of 1933, among others, on the basis that none of the transactions involved any public offering and the purchasers were accredited investors having access to the kind of information registration would provide. Appropriate investment representations were obtained, and the securities were issued bearing restricted securities legends and subject to stop-transfer instructions to the Company’s Transfer Agent.

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DESCRIPTION OF SECURITIES

Common Stock

The Company is authorized to issue up to 75,000,000 shares of Common Stock, par value $0.001 per share. Upon the closing of the Reverse Merger Transaction and the Financing, there are 9,551,333 shares of Common Stock issued and outstanding. The outstanding shares of Common Stock are validly issued, fully paid and nonassessable.

Holders of Common Stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of Common Stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of Common Stock voting for the election of directors can elect all of the directors. Holders of Common Stock representing a majority of the voting power of the Company’s capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of stockholders. A vote by the holders of a majority of the Company’s outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to the Company’s certificate of incorporation.

Holders of Common Stock are entitled to share in all dividends that our Board of Directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the Common Stock. The Common Stock has no pre-emptive, subscription or conversion rights and there are no redemption provisions applicable to the Common Stock.

Preferred Stock

The Company is authorized to issue 5,000,000 shares of preferred stock, par value $.001 per share, none of which are currently outstanding. The shares of preferred stock may be issued in series, and shall have such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions providing for the issuance of such stock adopted from time to time by the Board of Directors. The Board of Directors is expressly vested with the authority to determine and fix in the resolution or resolutions providing for the issuances of preferred stock the voting powers, designations, preferences and righ ts, and the qualifications, limitations or restrictions thereof, of each such series to the full extent now or hereafter permitted by the laws of the State of Delaware.

Options

None.

Warrants

           Upon closing of the Financing, we had 847,925 Warrants outstanding, including 647,923 Warrants issued to investors in the Financing (“Investor Warrants”) and 200,002 Warrants (“PA Warrants”) issued to the placement agent, Laidlaw & Company (UK) Ltd. (“Laidlaw”). Our Warrants entitle the holder to purchase one (1) share of our Common Stock at an exercise price of $4.00 per share, have a term of three years (five years for the PA Warrants) and are subject to a call provision if the closing bid price of our common stock equals or exceeds $8.00 per share for five consecutive trading days, subject to our common stock being traded on either the New York Stock Exchange, Nasdaq or NYSE Amex and their being an effective registration stateme nt for the resale of the shares of common stock underlying the Warrants.

Liability and Indemnity of Directors and Officers

The Company’s Certificate of Incorporation, as amended, provide to the fullest extent permitted by Delaware law, our directors or officers shall not be personally liable to us or our shareholders for damages for breach of such director’s or officer’s fiduciary duty. The effect of this provision of our Certificate of Incorporation, as amended, is to eliminate our rights and our shareholders (through shareholders’ derivative suits on behalf of our company) to recover damages against a director or officer for breach of the fiduciary duty of care as a director or officer (including breaches resulting from negligent or grossly negligent behavior), except under certain situations defined by statute. We believe that the indemnification provisions in our Certificate of Incorporation, as amended, are necessary to attrac t and retain qualified persons as directors and officers.

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Under the Delaware General Corporation Law and our Certificate of Incorporation, as amended, our directors will have no personal liability to us or our stockholders for monetary damages incurred as the result of the breach or alleged breach by a director of his “duty of care”. This provision does not apply to the directors’ (i) acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (ii) acts or omissions that a director believes to be contrary to the best interests of the corporation or its shareholders or that involve the absence of good faith on the part of the director, (iii) approval of any transaction from which a director derives an improper personal benefit, (iv) acts or omissions that show a reckless disregard for the director’s duty to the corporation or its s hareholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing a director’s duties, of a risk of serious injury to the corporation or its shareholders, (v) acts or omissions that constituted an unexcused pattern of inattention that amounts to an abdication of the director’s duty to the corporation or its shareholders, or (vi) approval of an unlawful dividend, distribution, stock repurchase or redemption. This provision would generally absolve directors of personal liability for negligence in the performance of duties, including gross negligence.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses including attorneys’ fees, judgments, fines and amounts paid in settlement in connection with various actions, suits or proceedings, whether civil, criminal, administrative or investigative other than an action by or in the right of the corporation, a derivative action, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses including attorneys’ fees incurred in connection with the defense or settlement of such actions, and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation’s certificate of incorporation, bylaws, agreement, a vote of stockholders or disinterested directors or otherwise.

The Company’s Certificate of Incorporation and By-Laws provide that it will indemnify and hold harmless, to the fullest extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, each person that such section grants us the power to indemnify.

The Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for:

· any breach of the director’s duty of loyalty to the corporation or its stockholders;

· acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

· payments of unlawful dividends or unlawful stock repurchases or redemptions; or

· any transaction from which the director derived an improper personal benefit.

The Company’s Certificate of Incorporation and By-Laws provide that, to the fullest extent permitted by applicable law, none of our directors will be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of this provision will be prospective only and will not adversely affect any limitation, right or protection of a director of our company existing at the time of such repeal or modification

Item 3.02 Unregistered Sales of Equity Securities.

In connection with the consummation of the Reverse Merger Transaction, on November 10, 2010 we consummated a Financing for the sale of Units for the aggregate cash gross proceeds of $4,450,072 at a price of $8.00 per Unit and the exchange of $549,984 in previously issued debentures that were converted into Units at a price of $6.00 per Unit. Each Unit consists of (i) four (4) shares of Common Stock and (ii) a Warrant to purchase one (1) share of Common Stock at an exercise price of $4.00. The description of other material terms and conditions of the Financing are set forth below.

Pursuant to the Placement Agent Agreement with Laidlaw dated as of February 8, 2010, Laidlaw received (i) a cash payment equal to 8% of the gross proceeds delivered by investors in the Financing and (ii) five-year PA Warrants to acquire such number of shares of Common Stock as is equal to 8% of the number of shares included in Units sold through Laidlaw in the Offering, including shares underlying the Warrants, at an exercise price of $4.00 per share. The PA Warrants may be exercised on a cashless exercise basis.

Pursuant to the Warrants, no holder may exercise such holder’s Warrant if such exercise would result in the holder beneficially owning in excess of 4.9% of our then issued and outstanding common stock. A holder may, however, increase or decrease this limitation (but in no event exceed 9.99% of the number of shares of Common Stock issued and outstanding) by providing us with 61 days’ notice that such holder wishes to increase or decrease this limitation.

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Registration Rights Agreement

On November 10, 2010 we entered into a Registration Rights Agreement with the Purchasers, under which we agreed to prepare and file with the SEC and maintain the effectiveness of a “resale” registration statement pursuant to Rule 415 under the Securities Act (“Rule 415”) providing for the resale of (i) all of the shares of Common Stock (ii) all of the shares of Common Stock issuable upon exercise of the Warrants, (iii) all of the shares of Common Stock issuable upon exercise of the warrants issued to the Placement Agent (iv) any additional shares issuable in connection with any anti-dilution provisions associated with such preferred stock and warrants, and (v) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing ( collectively, the “Registrable Securities”).

Under the terms of the Registration Rights Agreement, we are required to have a registration statement filed with the SEC within 60 days after the Closing Date, and declared effective by the SEC not later than 120 days from the Closing Date.

We are required to pay liquidated damages to each Purchaser in an amount equal to one percent of the Purchaser’s purchase price paid for any Registrable Securities then held by the Purchaser under the Subscription Agreement for the first thirty (30) calendar days past the relevant deadline that the registration statement is not filed or not declared effective, for any period that we fail to keep the registration statement effective. The liquidated damages increases to 2% of the Purchaser’s purchase price for any Registrable Securities held after the first thirty (0) calendar day period thereafter.

In the event we are unable to register for resale under Rule 415 all of the registrable securities in the registration statement due to limits imposed by the SEC’s application of Rule 415, we will file a registration statement covering the resale of such lesser amount of registrable securities as we are able to register and use our reasonable best efforts to have that registration statement become effective as promptly as possible and, when permitted to do so by the SEC, we will file subsequent registration statement(s) covering the resale of any registrable securities that were omitted from previous registration statement and use our reasonable best efforts to have such registration declared effective as promptly as possible.

In addition to the foregoing registration rights, the Registration Rights Agreement grants holders of registrable securities customary piggy back rights during any time when there is not an effective registration statement providing for the resale of the registrable securities.

Performance Milestone Shares Escrow Agreement

On the Closing Date, we entered into a Performance Milestone Shares Escrow Agreement (the “Escrow Agreement”) with Laidlaw, on behalf of the Purchasers, and Firm Success International, Ltd., the largest shareholder of the Company (“Firm Success”), pursuant to which Firm Success agreed to deposit and pledge 1,466,097 shares of the Company’s common stock into an escrow account (the “Pledged Shares”), which Pledged Shares shall represent 30% of Firm Success’ shares, as security for the Company achieving Adjusted Net Income (as hereinafter defined) of not less than $6,936,889 for the fiscal year ending December 31, 2010 (the “Target Income”). The Pledged Shares will be released from the pledge and returned to Firm Success if the Company achieves the Target Income. If the Target I ncome is not met, the Pledged Shares will be distributed pro rata to the holders of the Units. “Adjusted Net Income” means net income for the year ending December 31, 2010, as reported in the audited financial statements of the Company, as filed with the SEC, plus (a) stock based compensation charges associated with closing the Share Exchange and this Offering, and (b) cash charges related to the Share Exchange and this Offering, which (a) and (b) shall not exceed $705,000 in the aggregate.

Firm Success Guarantee

On November 10, 2010, Firm Success entered into a Guarantee in favor of Laidlaw, as representative of the Purchasers, whereby Firm Success unconditionally and irrevocably guaranteed the full and punctual attainment of the Target Income (as described above).

Item 4.01 Changes in Registrant’s Certifying Accountant.

On November 10, 2010, we dismissed Thomas W. Klash (“Klash”), as our independent registered public accounting firm. The reports of Klash on our financial statements for each of the past two fiscal years contained no adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except as that the reports of Klash for the fiscal years ended December 31, 2009 and 2008 indicated conditions which raised substantial doubt about the Company’s ability to continue as a going concern. The decision to change independent accountants was approved by our Board of Directors on November 10, 2010.

During our two most recent fiscal years and through the date of this report, we have had no disagreements with Klash on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Klash, would have caused it to make reference to the subject matter of such disagreements in its report on our financial statements for such periods.

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During our two most recent fiscal years and through the date of this report on Form 8-K, there have been no reportable events as defined under Item 304(a)(1)(v) of Regulation S-K adopted by the SEC.

We provided Klash with a copy of this disclosure before its filing with the SEC. We requested that Klash provide us with a letter addressed to the SEC stating whether or not it agrees with the above statements, and we received a letter from Klash stating that it agrees with the above statements.

New Independent Accountants

Our Board of Directors appointed Schwartz Levitsky Feldman LLP (“SLF”) as our new independent registered public accounting firm effective as of November 10, 2010. During the two most recent fiscal years and through the date of our engagement, we did not consult with SLF regarding either (1) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, or (2) any matter that was either the subject of a disagreement (as defined in Regulation S-K Item 304(a)(1)(v)), during the two most recent fiscal years.

Prior to engaging SLF, SLF did not provide our company with either written or oral advice that was an important factor considered by our company in reaching a decision to change our independent registered public accounting firm from Klash to SLF.

Item 5.01 Changes in Control of Registrant.

Prior to Closing of the Reverse Merger Transaction and the Financing, we were authorized to issue 75,000,000 shares of Common Stock, of which 527,090 shares of Common Stock were issued and outstanding, and 5,000,000 shares of preferred stock, of which none was issued and outstanding.

As more fully described in Items 1.01 and 2.01 above, on November 10, 2010, we consummated the Reverse Merger Transaction with Dynamic Ally, the Dynamic Ally Shareholders and Parkview’s shareholders through which the shareholders of Dynamic Ally delivered to us all the issued and outstanding shares of stock of Dynamic Ally. As consideration for the Dynamic Ally shares, we delivered to them 6,577,551 shares of our newly-issued common stock. Firm Success International Ltd., Dynamic Ally’s largest shareholder, became the holder of 4,866,990 shares of our Common Stock, or 51.17% of our issued and outstanding Common Stock after the Reverse Merger Transaction and first closing of the Financing. Mr. Phong Sae-Ia is the controlling stockholder of Firm Success International Ltd.

In connection with this change in control, and as explained more fully in Item 2.01 above under the section titled “Management” and in Item 5.02 below, effective on November 10, 2010, Richard B. Frost resigned as our President and Chief Executive Officer, Bert L. Gusrae resigned as our Secretary, Treasurer and Director and Rebecca A. Lozano resigned as our Vice President. On November 10, 2010, we appointed Mr. Wu Qiyou as our Chief Executive Officer and Chairman, David Dodge as our Chief Financial Officer, Chen Beihuang as our Vice General Manager and Director, Han Jialang as our Financial Controller and Director, He Zhiwei as our Director and James J. Keil as our Director. Upon the expiration of the 10-day period following the delivery and/or mailing of the Schedule 14f-1 Information Statement to our stockholders in compl iance with the provisions of Section 14(f) of the Act and Rule 14(f)-1 thereunder, the resignation of Mr. Gusrae as a director of our Board, and the appointment of Chen Beihuang, Han Jialiang, He Zhiwei and James J. Keil as members of our Board, will also become effective. The Schedule 14f-1 Information Statement was filed on November 15, 2010 and is expected to be mailed to our stockholders on or about November 16, 2010.

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Item 5.02. Departure of Directors or Principal Officers; Election of Directors, Appointment of Directors

Please refer to Item 2.01 - “Completion of Acquisition or Disposition of Assets “- “Our Directors and Executive Officers” and Item 5.01 - “Changes in Control of Registrant” above, which description is in its entirety incorporated by reference to this Item 5.02 of this report.

Item 5.06 Change in Shell Company Status

As explained more fully in Item 2.01 above, we were a “shell company” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) immediately before the Closing of the Exchange. As a result of the Exchange, Dynamic Ally became our wholly owned subsidiary and main operating business. Consequently, upon the Closing of the Exchange we ceased to be a shell company. For information about the Exchange, please see the information set forth above under Item 2.01 of this Current Report on Form 8-K above, which information is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a)           Financial statements of businesses acquired .

The audited financial statements of Dynamic Ally as of December 31, 2009 and 2008 and unaudited financial statements as for the six months ended June 30, 2010 and 2009 are appended to this report beginning on page F-1.

(b)           Pro forma financial information.

The Pro Forma Financial Information concerning the acquisition of the business operations of Dynamic Ally appended to this report beginning on page F-67.

(c) Shell company transactions.

Reference is made to Items 9.01(a) and 9.01(b) above and the exhibits referred to therein, which are incorporated herein by reference.

(d)The following exhibits are filed with this report:

3.01	Certificate of Incorporation.*
3.02	Articles of Amendment to the Certificate of Incorporation.**
3.03	Bylaws.*
3.04	Specimen of Common Stock certificate.***
4.01	Form of Warrant.
4.02	Form of Subscription Agreement dated November 10, 2010.
4.03	Form of Registration Rights Agreement dated November 10, 2010, by and among the Company and the Purchasers.

10.01	Share Exchange Agreement, dated as of November 10, 2010 between the Company, the controlling stockholders of the Company, the stockholders of the Company, Dynamic Ally, Limited. and the stockholders of Dynamic Ally Limited.
10.02	Performance Milestone Shares Escrow Agreement, dated as of November 10, 2010, by and among The Parkview Group, Inc., Laidlaw & Co. (UK) Ltd. on behalf of the Investors identified in the Subscription Agreement, Gersten Savage LLP, as escrow agent, and Firm Success International, Ltd.
10.03	Guarantee dated November 10, 2010, by and between the Laidlaw & Company (UK) Ltd., as representative for the Purchasers and Firm Success International Ltd.

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10.04	Consulting Services Agreement, dated as of May 26, 2010.
10.05	Operating Agreement, dated as of May 26, 2010.
10.06	Equity Pledge Agreement, dated as of May 26, 2010.
10.07	Option Agreement, dated as of May 26, 2010.
10.08	Voting Rights Proxy Agreement, dated as of May 26, 2010.
10.09	Consulting Agreement between Anhui Taiyang Poultry Co., Ltd. and David Dodge dated February 10, 2010
16.01	Letter from the Company to Thomas W. Klash, dated as of November 10.
16.02	Letter from Thomas W. Klash to the SEC, dated as of November 10.
21.1	List of Subsidiaries.

* Incorporated by reference to our Registration Statement on Form 10-12G/A filed with the SEC on November 11, 2008

** Incorporated by reference to our Form 8-K filed with the SEC on June 2, 2010.

*** Incorporated by reference to our Registration Statement on Form 10-12G/A filed with the SEC on January 14, 2009

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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.

Date: November 15, 2010
THE PARKVIEW GROUP, INC.
By:	/s/ David Dodge
	David Dodge
	Chief Financial Officer

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EX-4.1

    Unassociated Document

EX-4.2

Exhibit 4.02

THIS SUBSCRIPTION AGREEMENT IS EXECUTED IN RELIANCE UPON THE EXEMPTION PROVIDED BY SECTION 4(2) AND REGULATION D, RULE 506 FOR TRANSACTIONS NOT INVOLVING A PUBLIC OFFERING UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS OFFERING IS BEING MADE ONLY TO ACCREDITED INVESTORS. NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION RELATES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION D, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASE ONLY IN ACCORDA NCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE SECURITIES ACT.

SUBSCRIPTION AGREEMENT

THIS SUBSCRIPTION AGREEMENT (this “Subscription”) has been executed by The Parkview Group, Inc., a corporation organized under the laws of the State of Delaware (hereinafter referred to as the “Company”) and the purchaser set forth in the Omnibus Signature Page (the “Signature Page”) attached hereto (the “Purchaser”) in connection with the private placement of units (the “Units”), each Unit consisting of (i) four common shares of the Company, par value $0.001 per share (the “Common Stock”), and (ii) a Warrant to purchase one share of Common Stock (the “Warrants”). Each Warrant has an exercise price of $4.00 per share of Common Stock. The Warrants will be exercisable for a period of three years from the date of issuance. The Securities being subscribed for pursuant to this Subscription have not been registered under the Securities Act. The offer of the Securities and, if this Subscription is accepted by the Company, the sale of Securities, is being made in reliance upon Section 4(2) and/or Rule 506 of Regulation D of the Securities Act. All dollar amounts in this Subscription are expressed in U.S. Dollars. The Common Stock and Warrants are sometimes referred to collectively as the “Securities.”

The Units will be offered in a minimum principal amount of $30,000. The Company and Laidlaw & Company (UK) Ltd. (the “Placement Agent”) reserve the right, in their discretion, to accept subscriptions for lesser amounts. The Company will also allow holders of the Old Notes (as hereinafter defined) to exchange their Old Notes for Units in this Offering. In March 2010, Anhui Taiyang Poulty Co., Ltd. sold convertible notes (the “Old Notes”) in the face amount of $650,000 to 11 accredited investors in private placement transactions pursuant to Rule 506 of Regulation D for aggregate proceeds of $650,000. Pursuant to the terms of the Old Notes, the Old Notes, including accrued interest, are convertible into Units at a discount of 25% of the purchase price, or a price of $6.00 per Unit.

This Subscription is submitted by the undersigned in accordance with and subject to the terms and conditions described in this Subscription, the Amended and Restated Confidential Private Placement Memorandum of the Company dated on or about September 15, 2010, as amended and supplemented from time to time, including all attachments, schedules and exhibits thereto (the “Memorandum”), and the registration rights agreement entered into by the Company and the Purchasers, in connection with this Subscription (the “Registration Rights Agreement”).

2

The terms of the offering of the Units (“Offering”) are more completely described in the Memorandum and such terms are incorporated herein in their entirety.

The Purchaser hereby represents and warrants to, and agrees with the Company as follows:

ARTICLE 1

SUBSCRIPTION

Subscription

1.1           The undersigned Purchaser, as principal, hereby subscribes to purchase the amount ofUnits set forth on the Signature Page attached hereto, at an aggregate purchase price as set forth on the Signature Page (the “Subscription Funds”).

Minimum Subscription

1.2           A minimum of $30,000 of Units must be purchased by the Purchaser, unless a lower amount is agreed to by the Company and the Placement Agent, in their sole discretion.

Method of Payment

1.3           The Purchaser shall pay the Subscription Funds by delivering good funds in United States Dollars by way of wire transfer of funds (or for holders of the Old Notes, by delivering the original Old Note) to Signature Bank, the escrow agent for this Offering (“Escrow Agent”). The wire transfer instructions and overnight delivery instructions for the Old Notes are as set forth in Exhibits B and C, respectively, attached hereto and made a part hereof.

Upon receipt of the Subscription Funds and acceptance of this Subscription by the Company, the Company shall take up the Subscription Funds (the “Closing Date”) and issue to the Purchaser such number of Units represented by the amount of the accepted Subscription Funds. The Purchaser and the Company acknowledge and agree that the initial closing of the Offering shall be subject to the Minimum Offering having been subscribed for.

The Purchaser acknowledges that the subscription for Units hereunder may be rejected in whole or in part by the Company in its sole discretion and for any reason, notwithstanding prior receipt by the Purchaser of notice of acceptance of such subscription. The Company shall have no obligation hereunder until the Company shall execute and deliver to the Purchaser an executed copy of this Subscription. If this Subscription is rejected in whole, or the offering of Units is terminated, all funds (or Old Notes) received from the Purchaser will be returned without interest or offset, and this Subscription shall thereafter be of no further force or effect. If this Subscription is rejected in part, the funds (or Old Notes) for the rejected portion of this subscription will be returned without int erest or offset, and this Subscription will continue in full force and effect to the extent this Subscription was accepted.

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Term; Termination

1.4           If the Minimum Offering is not subscribed for on or prior to September 30, 2010 (which may be extended 45 days by the Company) (the “Offering Period”), all funds (and Old Notes) received from the Purchaser will be returned without interest or offset, and this Subscription shall thereafter be of no further force or effect.

1.5           All funds received from the Purchaser will held in a non-interest-bearing escrow account by the Escrow Agent, pending the earlier of (a) one or more closings after reaching the Minimum Offering, (b) completion of the Maximum Offering or (c) the end of the Offering Period.

ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

Representations and Warranties

2.1           The Purchaser represents and warrants to the Company, with the intent that the Company will rely thereon in accepting this Subscription, that:

(a)	Accredited Investor. The Purchaser is an “accredited investor” as that term is defined in Regulation D promulgated under the Securities Act as amended by the Dodd-Frank Wall Street Reform and Consumer Protection Act and as set forth in Exhibit A attached hereto and made a part hereof;
(b)	Experience. The Purchaser is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of its investments, and to make an informed decision relating thereto, and to protect its own interests in connection with the purchase of the Securities;
(c)	Own Account. The Purchaser is purchasing the Securities as principal for its own account. The Purchaser is purchasing the Securities for investment purposes only and not with an intent or view towards further sale or distribution (as such term is used in Section 2(11) of the Securities Act) thereof, and has not pre-arranged any sale with any other purchaser and has no plans to enter into any such agreement or arrangement;
(d)	Exemption. The Purchaser understands that the offer and sale of the Securities is not being registered under the Securities Act or any state securities laws and is intended to be exempt from registration provided by Rule 506 promulgated under Regulation D and/or Section 4(2) of the Securities Act;
(e)	Importance of Representations. The Purchaser understands that the Units are being offered and sold to it in reliance on an exemption from the registration requirements of the Securities Act, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the applicability of such safe harbor and the suitability of the Purchaser to acquire the Units;
(f)	No Registration. The Units have not been registered under the Securities Act or any state securities laws and may not be transferred, sold, assigned, hypothecated or otherwise disposed of unless registered under the Securities Act and applicable state securities laws or unless an exemption from such registration is available (including, without limitation, under Rule 144 of the Securities Act, as such rule may be amended, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect (“Rule 144”)). The Purchaser represents and warrants and hereby agrees that all offers and sales of the Units and the Securities shall be made only pursuant to such registration or to such exemption from registration;

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(g)	Risk. The Purchaser acknowledges that the purchase of the Units involves a high degree of risk, is aware of the risks and further acknowledges that it can bear the economic risk of the Units, including the total loss of its investment. The Purchaser has adequate means of providing for its financial needs and foreseeable contingencies and has no need for liquidity of its investment in the Units for an indefinite period of time;
(h)	Memorandum. The Purchaser and its purchaser representatives, if any, have received the Memorandum and all other documents requested by the Purchaser, have carefully reviewed them and understand the information contained therein;
(i)	Independent Investigation. The Purchaser, in making the decision to purchase the Units subscribed for, has relied upon independent investigations made by it and its purchaser representatives, if any, and the Purchaser and such representatives, if any, have prior to any sale to it been given access and the opportunity to examine all material contracts and documents relating to this Offering and an opportunity to ask questions of, and to receive answers from, the Company or any person acting on its behalf concerning the terms and conditions of this Offering. The Purchaser and its advisors, if any, have been furnished with access to all materials relating to the business, finances and operation of the Company and materials relating to the offer and sale of the Units (includi ng, without limitation, the Memorandum) which have been requested. The Purchaser and its advisors, if any, have received complete and satisfactory answers to any such inquiries;
(j)	No Recommendation or Endorsement. The Purchaser understands that no federal, state or other regulatory authority has passed on or made any recommendation or endorsement of the Units. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this Subscription or the Memorandum. Any representation to the contrary is a criminal offense;
(k)	No Representation. In evaluating the suitability of an investment in the Company, the Purchaser has not relied upon any representation or information (oral or written) other than as stated in this Subscription and in the Memorandum;
(l)	No Tax, Legal, Etc. Advice. The Purchaser is not relying on the Company, the Placement Agent (as defined in the Memorandum) or any of their respective employees or agents with respect to the legal, tax, economic and related considerations of an investment in the Units, and the Purchaser has relied on the advice of, or has consulted with, only its own advisers;

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(m)	The Purchaser. The Purchaser (i) if a natural person, represents that the Purchaser has reached the age of 21 and has full power and authority to execute and deliver this Subscription and all other related agreements or certificates and to carry out the provisions hereof and thereof; (ii) if a corporation, partnership, or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed for the specific purpose of acquiring the Units, such entity is duly organized, validly existing and in good standing under the laws of the state of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of stat e law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Units, the execution and delivery of this Subscription has been duly authorized by all necessary action, this Subscription has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; or (iii) if executing this Subscription in a representative or fiduciary capacity, represents that it has full power and authority to execute and deliver this Subscription in such capacity and on behalf of the subscribing individual, ward, partnership, trust, estate, corporation, or limited liability company or partnership, or other entity for whom the Purchaser is executing this Subscription, and such individual, partnership, ward, trust, estate, corporation, or limited liability company or partnership, or other entity has full right and power to perform pursuant to this Subscription and make an investment in the Company, and represents that this Subscription constitutes a legal, valid and binding obligation of such entity. The execution and delivery of this Subscription will not violate or be in conflict with any order, judgment, injunction, agreement or controlling document to which the Purchaser is a party or by which it is bound;
(n)	Non-Affiliate Status. The Purchaser is not an Affiliate of the Company nor is any Affiliate of the Purchaser an Affiliate of the Company. An “Affiliate” is an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind (each of the foregoing, a “Person”) that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act. With respect to a Purchaser, any investment fund or managed account that is managed on a discretionary basis by the same investment manager as such Purchaser will be deemed to be an Affiliate of such Purchaser;
(o)	No Advertisement or General Solicitation. Purchaser acknowledges that it is not aware of, is in no way relying on, and did not become aware of the offering of the Units through or as a result of any form of general solicitation or general advertising, including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or through any seminar or meeting whose attendees have been invited by any general solicitation or general advertising;

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(p) Short Sales and Confidentiality after the Date Hereof. The Purchaser covenants that neither it, nor any Affiliate acting on its behalf or pursuant to any understanding with it, will execute any “short sales” as defined in Rule 200 of Regulation SHO under the Securities Exchange Act of 1934, as amended (“Short Sales”, which shall not be deemed to include the location and/or reservation of borrowable shares of Common Stock) during the period commencing at the time it first became aware of this Offering and ending at the time that the transactions contemplated by this Subscription are first publicly announced. The Purchaser covenants that until such time as the transactions contemplated by this Subscription are publicly disclosed by the Company such P urchaser will maintain the confidentiality of the existence and terms of this Offering and the information included in this Subscription and the Memorandum. The Purchaser acknowledges the positions of the Securities and Exchange Commission (“Commission”) set forth in Item 65, Section A, of the Manual of Publicly Available Telephone Interpretations, dated July 1997, compiled by the Office of Chief Counsel, Division of Corporation Finance. Notwithstanding the foregoing, Purchaser makes no representation, warranty or covenant hereby that it will not engage in Short Sales in the securities of the Company after the time that the Offering is publicly announced. Notwithstanding the foregoing, if Purchaser is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the cov enant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Subscription.

2.2           Each Purchaser who is exchanging Old Notes in this Offering represents and warrants to the Company, with the intent that the Company will rely thereon in accepting this Subscription, that Purchaser owns and holds, beneficially and of record, the entire right, title, and interest in and to the Old Note (including, without limitation, accrued and unpaid interest thereon) set forth on the Signature Page attached hereto, free and clear of all rights and Encumbrances (as defined below). Holder has full power and authority to transfer and dispose of the Old Note (including, without limitation, accrued and unpaid interest thereon) set forth on the Signature Page attached hereto, free and clear of any right or Encumbrance other than restrictions under the Securities Act and a pplicable state securities laws. Other than the transactions contemplated by this Agreement, there is no outstanding vote, plan, pending proposal, or other right of any person to acquire all or any of the Old Note set forth on the Signature Page attached hereto. ”Encumbrances” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Subscription) to grant or submit to any of the foregoing in the future.

Survival

2.3           The representations and warranties of the Purchaser contained herein will be true at the date of execution of this Subscription by the Purchaser and as of the Closing Date in all material respects as though such representations and warranties were made as of such times and shall survive the Closing Date and the delivery of the Units. The Purchaser agrees that it will notify and supply corrective information to the Company immediately upon the occurrence of any change therein occurring prior to the Company’s issuance of the Units.

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Share Exchange Agreement

2.4           The Purchaser acknowledges that the first closing of this Offering, which will be equal to at least the Minimum Offering, will close simultaneously upon the closing of a share exchange agreement (the “Share Exchange Agreement”) between the Company and Dynamic Ally Limited, a British Virgin Islands company (“Dynamic”). Dynamic’s shareholders will exchange all of the issued and outstanding capital stock of Dynamic for newly issued shares of common stock of the Company. Following this share exchange (the “Share Exchange”), Dynamic will be a wholly-owned subsidiary of the Company. Upon the consummation of the Share Exchange, the Company’s sole business will be that which is currently conducted by Dynamic, as described furthe r in the Memorandum.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

3.1           The Company, upon taking up and accepting this Subscription, represents and warrants in all material respects to the Purchaser, with the intent that the Purchaser will rely thereon in making this Subscription, that:

(a)	Legality. The Company has the requisite corporate power and authority to take up and accept this Subscription and to issue, sell and deliver the Units; this Subscription and the issuance, sale and delivery of the Units hereunder and the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action by the Company; this Subscription and the Units have been duly and validly executed and delivered by and on behalf of the Company, and are valid and binding agreements of the Company, enforceable in accordance with their respective terms, except as enforceability may be limited by general equitable principles, bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other laws affecting creditors’ rights gener ally;
(b)	Proper Organization. The Company and its subsidiaries (“Subsidiaries”) are corporations duly organized, validly existing and in good standing under the laws of their respective jurisdiction of incorporation and are duly qualified as a foreign corporation in all jurisdictions where the failure to be so qualified would have a materially adverse effect on their business, taken as whole;
(c)	No Legal Proceedings. Except as disclosed in the Memorandum, there is no action, suit or proceeding before or by any court or any governmental agency or body, domestic or foreign, now pending or to the knowledge of the Company, threatened, against or affecting the Company or its Subsidiaries, or any of their properties or assets, which might result in (i) a material adverse effect on the legality, validity or enforceability of this Subscription, the related Registration Rights Agreement or the Units (collectively, the “Transaction Documents”), (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”);

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(d)	Non-Default. Except as disclosed in the Memorandum, neither the Company nor any of its Subsidiaries is in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust or other material instrument or agreement to which it is a party or by which it or its property may be bound;
(e)	No Misleading Statements. The information provided by the Company to the Purchaser does not contain any untrue statement of a material fact or omit to state any material fact;
(f)	Absence of Non-Disclosed Facts. There is no fact known to the Company (other than general economic conditions known to the public generally) that has not been disclosed in writing to the Purchaser that has or could reasonably be expected to have a Material Adverse Effect;
(g)	Non-Contravention. The acceptance of this Subscription and the consummation of the issuance of the Units and the transactions contemplated by this Subscription do not and will not conflict with or result in a breach by the Company of any of the terms or provisions of, or constitute a default under the Certificate of Incorporation or Bylaws of the Company, or any indenture, mortgage, deed of trust, or other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which it or any of its properties or assets are bound, or any existing applicable decrees, judgment or order of any court, federal, state or provincial regulatory body, administrative agency or other domestic governmental body having jurisdiction over the Company or any of its properties or assets;
(h)	Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than (i) the filing with the Commission of the registration statement required by the Registration Rights Agreement and (ii) the filing of Form D with the Commission and such filings as are required to be made under applicable state securities laws;
(i)	Issuance of the Units. The Units are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens, charges, security interests, encumbrances, preemptive rights or other restrictions (collectively, “Liens”) imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Securities, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable upon exercise of the Warrants;

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(j)	Capitalization. The capitalization of the Company is as set forth in the Memorandum, which includes the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents, except as set forth in the Memorandum. Except as set forth in the Memorandum and as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving an y Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock. Except as set forth in the Memorandum, the issuance and sale of the Units will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchaser and other purchasers entering into a subscription substantially identical to this Subscription (collectively, the “Purchasers”)) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed in the Memorandum, there are no stockholders agreements, voting agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders;
(k)	Title to Assets. The Company and its Subsidiaries have good and marketable title to the leasehold interest owned by it and good and marketable title in all personal property owned by it that is material to the business of the Company and the Subsidiaries in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries is held by them under valid, subsisting and enforceable leases with whi ch the Company and the Subsidiaries are in compliance;
(l)	Environmental Compliance. The Company and its Subsidiaries are and have been in compliance in all material respects with all applicable federal, state and local laws, regulations and codes, in each case relating to pollution, protection of the environment or public health and safety (collectively, “Environmental Laws”). There is no civil, criminal or administrative judgment, action, suit, demand, claim, hearing, notice of violation, investigation, proceeding, notice or demand letter pending or, to the knowledge of the Company, threatened against the Company or its Subsidiaries pursuant to Environmental Laws which would reasonably be expected to have a Material Adverse Effect; and, to the knowledge of the Company, there are no past or present events, conditions , circumstances, activities, practices, incidents, agreements, actions or plans which may prevent compliance with, or which have given rise to or will give rise to liability under, Environmental Laws, that would reasonably be expected to have a Material Adverse Effect;

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(m)	Transactions with Affiliates and Employees. Except as set forth in the Memorandum, none of the officers or directors of the Company and, to the knowledge of the Company, none of the employees of the Company is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, in each ca se in excess of $100,000 other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company;
(n)	Internal Accounting Controls. The Company and the Subsidiaries will maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company will establish disclosure controls and procedures (as define d in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms;
(o)	Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, the Company and each Subsidiary has filed all necessary federal, state and foreign income and franchise tax returns and has paid or accrued all taxes shown as due thereon, and the Company has no knowledge of a tax deficiency which has been asserted or threatened against the Company or any Subsidiary;

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(p)	No General Solicitation. Neither the Company nor any person acting on behalf of the Company has offered or sold any of the Securities by any form of general solicitation or general advertising. The Company has offered the Securities for sale only to the Purchasers and certain other “accredited investors” within the meaning of Rule 501 under the Securities Act as amended by the Dodd-Frank Wall Street Reform and Consumer Protection Act;
(q)	Foreign Corrupt Practices. Neither the Company nor, to the knowledge of the Company, any agent or other person acting on behalf of the Company, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company (or made by any person acting on its behalf of which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended; and
(r)	No Disagreements with Accountants and Lawyers. There are no disagreements of any kind presently existing, or reasonably anticipated by the Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the Company which could affect the Company’s ability to perform any of its obligations under any of the Transaction Documents, and the Company is current with respect to any fees owed to its accountants and lawyers.

Survival

3.2          The representations and warranties of the Company will be true and correct as of the Closing Date in all material respects and shall survive the Closing Date and the delivery of the Securities.

ARTICLE 4

COVENANTS OF THE COMPANY

Covenants of the Company

4.1          The Company covenants and agrees with the Purchaser that:

(a)

Filings. The Company shall make all necessary filings in connection with the sale of the Securities as required by the laws and regulations of all appropriate jurisdictions and securities exchanges, including but not limited to “Form D”;

(b)

Opinion. The Company will, upon written request by the Purchaser, take such steps as are necessary to cause its counsel to issue an opinion to the Company’s transfer agent (“Transfer Agent”) allowing the Purchaser to offer and sell the shares of Common Stock (including the shares of Common Stock issuable upon exercise of the Warrants) (i) pursuant to an effective registration statement under the Securities Act or (ii) in reliance on the provisions of Rule 144 provided that the holding period and other requirements of such Rule 144 are met. The costs of obtaining such an opinion shall be borne by the Company;

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(c)

Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers; and

(d)

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company covenants and agrees that neither it nor any other Person acting on its behalf, will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company.

Survival

4.2           The covenants set forth in this Article shall survive the Closing Date for the benefit of the Purchaser.

ARTICLE 5

ISSUANCE OF SECURITIES

5.1           As soon as practicable after the Closing Date, the Company shall issue and deliver, or shall cause the issuance and delivery of, the Units in the name or names specified by the Purchaser purchased in the Offering. Such Securities shall bear a legend in substantially the following form:

THESE SECURITIES HAVE BEEN ISSUED PURSUANT TO THE EXEMPTION FROM THE REGISTRATION PROVISIONS UNDER THE SECURITIES ACT OF 1933, AS AMENDED PROVIDED BY RULE 506 OF REGULATION D UNDER SUCH ACT AND/OR SECTION 4(2) OF SUCH ACT. THESE SECURITIES CANNOT BE TRANSFERRED, OFFERED, OR SOLD UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE.

5.2           The legend set forth above shall be removed, and the Company shall issue a certificate without such legend to the transferee of the Securities represented thereby, if, unless otherwise required by state securities laws, (i) such Securities have been sold under an effective registration statement under the Securities Act, (ii) such Securities have been sold pursuant to Rule 144 or (iii) such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 5.

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5.3           The Purchaser agrees that such Purchaser will sell any Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a registration statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Securities as set forth in this Section 5 is predicated upon the Company’s reliance upon this understanding.

ARTICLE 6

CLOSING

Closing shall be effected through the delivery of the Subscription Funds by the Escrow Agent to the Company and the delivery of the Units purchased in the Offering by the Company to the Purchaser (or the Purchaser’s representative), together with a copy of this Subscription and the Registration Rights Agreement, duly executed.

ARTICLE 7

INDEMNIFICATION

Indemnification of the Company

7.1           The Purchaser agrees to indemnify and hold harmless the Company against and in respect of any and all loss, liability, claim, damage, deficiency, and all actions, suits, proceedings, demands, assessments, judgments, costs and expenses whatsoever (including, but not limited to, attorneys’ fees reasonably incurred in investigating, preparing, or defending against any litigation commenced or threatened or any claim whatsoever through all appeals) arising out of or based upon any false representation or warranty or breach or failure by the Purchaser to comply with any covenant, representation or other provision made by it herein or in any other document furnished by it in connection with this Subscription, provided, however, that such indemnity, when taken together with any other indemnity provided to the Company pursuant to the Registration Rights Agreement, shall in no event exceed the net proceeds received by the Company from the Purchaser as a result of the sale of Securities to the Purchaser.

Indemnification of the Purchaser

7.2           The Company agrees to indemnify and hold harmless the Purchaser against and in respect of any and all loss, liability, claim, damage, deficiency, and all actions, suits, proceedings, demands, assessments, judgments, costs and expenses whatsoever (including, but not limited to, attorneys’ fees reasonably incurred in investigating, preparing, or defending against any litigation commenced or threatened or any claim whatsoever through all appeals) arising out of or based upon any false representation or warranty or breach or failure by the Company to comply with any covenant, representation or other provision made by it herein or in any other document furnished by it in connection with this Subscription.

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ARTICLE 8

PURCHASERS’ REPRESENTATIVE

Authorization of Placement Agent as Purchasers’ Representative

8.1	(a)	The Placement Agent is hereby appointed, authorized and empowered to act, or to refrain from acting, as a representative, for the benefit of the Purchasers, as the exclusive agent and attorney-in-fact to act on behalf of the Purchasers, in connection with the exercise and enforcement of Purchasers’ rights under the Units, in accordance with the written consent of holders of a majority of the aggregate principal amount of outstanding Units as of the date of such consent (the “Requisite Holders”).
	(b)	In connection with its appointment as the Purchasers’ representative hereunder, and in exercising or failing to exercise all or any of the powers conferred upon the Placement Agent hereunder, (i) the Placement Agent shall incur no responsibility whatsoever to any of the Purchasers by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with any other agreement, instrument or document, excepting only responsibility for any act or failure to act which represents willful misconduct, and (ii) the Placement Agent shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Placement Agent pursuant to such advice shall in no event subject the Placement A gent to liability to any of the Purchasers. Each Purchaser shall indemnify, on a pro rata basis (based on their respective principal amount of Units (the “Contribution Amount”) at the time any claim, action, proceeding or investigation (a “Claim”) arose), the Placement Agent against all losses, damages, liabilities, claims, obligations, costs and expenses, including reasonable attorneys’, accountants’ and other experts’ fees and the amount of any judgment against them, of any nature whatsoever (including any and all expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened or any claims whatsoever), arising out of or in connection with any Claims or in connection with any appeal thereof, relating to the acts or omissions of the Placement Agent hereunder, or under the Units or otherwise. The foregoing indemnification shall not apply in the event of any action or proceeding which finally adjudicates the liability of the Placement Agent hereunder for its willful misconduct. In the event of any indemnification hereunder, upon written notice from the Placement Agent to the Purchasers as to the existence of a deficiency toward the payment of any such indemnification amount, each Purchaser shall promptly deliver to the Placement Agent full payment of his, her or its ratable share of the amount of such deficiency (based on their respective Contribution Amounts).
	(c)	All of the indemnities, immunities and powers granted to the Placement Agent under this Agreement shall survive any termination of this Agreement and/or the retirement, conversion or cancellation of the Units.
	(d)	The grant of authority provided for herein is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any of the Purchasers.

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ARTICLE 9

GENERAL PROVISIONS

Governing Law

9.1           This Subscription shall be governed by and construed under the law of the State of New York without regard to its choice of law provision. Any disputes arising out of, in connection with, or with respect to this Subscription, the subject matter hereof, the performance or non-performance of any obligation hereunder, or any of the transactions contemplated hereby shall be adjudicated in a court of competent civil jurisdiction sitting in New York, New York and nowhere else. The parties hereby consent to the service of process in any such action or legal proceeding by means of registered or certified mail, return receipt requested. The address for service of process shall be (a) to the Company, at No. 88 Eastern Outer Ring Road, Ningguo City, Anhui Province, PRC 242300, A ttn: CEO, and (b) to the Purchaser, at the address set forth on the Signature Page hereto, or, in each case, to such other address as each party shall subsequently furnish in writing to the other. In any action, suit or proceeding brought by any party against any other party, the parties each knowingly and intentionally, to the greatest extent permitted by applicable law, hereby absolutely, unconditionally, irrevocably and expressly waive forever trial by jury.

Successors and Assigns

9.2           This Subscription shall inure to the benefit of and be binding on the respective successors and assigns of the parties hereto.

Execution by Counterparts and Facsimile

9.3           This Subscription may be executed in counterparts and by facsimile, each of which when executed by any party will be deemed to be an original and all of which counterparts will together constitute one and the same Subscription.

Independent Legal Advice

9.4           The parties hereto acknowledge that they have each received independent legal advice with respect to the terms of this Subscription and the transactions contemplated herein or have knowingly and willingly elected not to do so.

Severability

9.5           If any term, provision, covenant or restriction of this Subscription is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction.

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Omnibus Signature Page

9.6           This Subscription Agreement is intended to be read and construed in conjunction with the other documents pertaining to the issuance by the Company of the Units to Purchasers pursuant to the Memorandum. Accordingly, it is hereby agreed that the execution by the Purchaser and the Company of this Subscription Agreement, in the place set forth herein, shall constitute an agreement to be bound by the terms and conditions of both this Subscription Agreement and the Registration Rights Agreement with the same effect as if both this Subscription Agreement and the Registration Rights Agreement were separately signed.

[Remainder of page intentionally left blank]

OMNIBUS SIGNATURE PAGE TO

SUBSCRIPTION AGREEMENT

AND

REGISTRATION RIGHTS AGREEMENT

Purchaser hereby elects to subscribe under the Subscription Agreement for a total of ___________ Units, at a cost of $8.00 per Unit.

OR

Purchaser hereby elects to subscribe under the Subscription Agreement by the exchange of Old Notes on a dollar-for-dollar basis of, in the principal face amount of Old Notes of $_____________, evidenced by Note Number ______, for a total of ___________ Units, at a cost of $6.00 per Unit.

Purchaser acknowledges receipt of the Amended and Restated Confidential Private Placement Memorandum of the Company dated on or about September 15, 2010

Purchaser’s signature below constitutes execution of both the Subscription Agreement and the Registration Rights Agreement.

Date: ____________________, 2010.

If the purchaser is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY:

Print Name(s)		Social Security Number(s)
Signature(s) of Purchaser(s)		Signature
Date		Address
If the purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST:
Name of Partnership,		Federal Taxpayer
Corporation, Limited		Identification Number
Liability Company or Trust
By:
	Name:	State of Organization
	Title:
Date		Address

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OMNIBUS SIGNATURE PAGE TO

SUBSCRIPTION AGREEMENT

AND

REGISTRATION RIGHTS AGREEMENT

The Company’s signature below constitutes execution of both the Subscription Agreement and the Registration Rights Agreement.

ACCEPTED AND AGREED TO

this ___ day of ___________, 2010.

THE PARKVIEW GROUP, INC.

By:
	Name:
	Title:

EXHIBIT A - ACCREDITED INVESTOR PAGE

The undersigned Purchaser is an “accredited investor” as that term is defined in Regulation D promulgated under the Securities Act and amended by the Dodd-Frank Wall Street Reform and Consumer Protection Act by virtue of being (initial all applicable responses):

_____	A small business investment company licensed by the U.S. Small Business Administration under the Small Business Investment Company Act of 1958,
_____	A business development company as defined in the Investment Company Act of 1940,
_____	A national or state-chartered commercial bank, whether acting in an individual or fiduciary capacity,
_____	An insurance company as defined in Section 2(13) of the Securities Act,
_____	An investment company registered under the Investment Company Act of 1940,
_____	An employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, where the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, insurance company, or registered investment advisor, or an employee benefit plan which has total assets in excess of $5,000,000,
_____	A private business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940,
_____	An organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation or a partnership with total assets in excess of $5,000,000,
_____	A natural person (as opposed to a corporation, partnership, trust or other legal entity) whose net worth, or joint net worth together with his/her spouse, excluding the value of my/our primary residence, exceeds $1,000,000,
_____	Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Section 506(b)(2)(ii) of Regulation D,
_____	A natural person (as opposed to a corporation, partnership, trust or other legal entity) whose individual income was in excess of $200,000 in each of the two most recent years (or whose joint income with such person’s spouse was at least $300,000 during such years) and who reasonably expects an income in excess of such amount in the current year, or
_____	A corporation, partnership, trust or other legal entity (as opposed to a natural person) and all of such entity’s equity owners fall into one or more of the categories enumerated above.

Name of Purchaser (Print)	Name of Joint Purchaser (if any) (Print)
Signature of Purchaser	Signature of Joint Purchaser (if any)
Capacity of Signatory (for entities)	Date

EXHIBIT B - WIRE INSTRUCTIONS

Signature Bank

950 Third Avenue, 9th Floor

New York, NY 10022

Account Name: Signature Bank as Escrow Agent for Dynamic Ally Limited

ABA#: 026013576

A/C# 1501466162

Swift Code: SIGNU33 (for foreign wires only)

Ref: [Insert the Name of Subscriber exactly as it appears on the Omnibus Signature Page]

EXHIBIT C – OVERNIGHT DELIVERY INSTRUCTIONS

Original Old Notes shouldbe sent by overnight delivery as follows:

Laidlaw & Company (UK) Ltd.

90 Park Ave., 31st Floor

New York, NY. 10016

Attn: Daniel Guilfoile

EX-4.3

Exhibit 4.03

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of September __, 2010, among The Parkview Group, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each such purchaser, a “Purchaser” and collectively, the “Purchasers”).

This Agreement is made pursuant to the Subscription Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Subscription Agreement”).

The Company and each Purchaser hereby agrees as follows:

1.            Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Subscription Agreement shall have the meanings given such terms in the Subscription Agreement. As used in this Agreement, the following terms shall have the following meanings:

“Advice” shall have the meaning set forth in Section 6(d).

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act. With respect to a Purchaser, any investment fund or managed account that is managed on a discretionary basis by the same investment manager as such Purchaser will be deemed to be an Affiliate of such Purchaser.

“Commission” means the U.S. Securities and Exchange Commission.

“Common Stock” means the common stock of the Company, par value $.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed into.

“Effectiveness Date” means, with respect to the initial Registration Statement required to be filed hereunder, the 120th calendar day following the date hereof (or the 180th calendar day following the date hereof in the event of a “full review” by the Commission) and, with respect to any additional Registration Statements which may be required pursuant to Section 3(a) (c), the 60th calendar day following the date on which the Company first knows, or reasonably should have known, that such additional Registration S tatement is required hereunder; provided, however, that in the event the Company is notified by the Commission that one of the above Registration Statements will not be reviewed or is no longer subject to further review and comments, the Effectiveness Date as to such Registration Statement shall be the fifth Trading Day following the date on which the Company is so notified if such date precedes the dates required above.

“Effectiveness Period” shall have the meaning set forth in Section 2(a).

“Event” shall have the meaning set forth in Section 2(b).

“Event Date” shall have the meaning set forth in Section 2(b).

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Filing Date” means, with respect to the initial Registration Statement required hereunder, the 60th calendar day following the date hereof and, with respect to any additional Registration Statements or Subsequent Registration Statements which may be required pursuant to Section 3(a) and (c), the 20th calendar day following the date on which the Company first knows, or reasonably should have known that such additional Registration Statement is required hereunder.

“Holder” or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.

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“Indemnified Party” shall have the meaning set forth in Section 5(c).

“Indemnifying Party” shall have the meaning set forth in Section 5(c).

“Losses” shall have the meaning set forth in Section 5(a).

“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Placement Agent” means Laidlaw & Company (UK) Ltd., a FINRA registered broker/dealer.

“Plan of Distribution” shall have the meaning set forth in Section 2(a).

“Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

“Prospectus” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

“Registrable Securities” means, as of the date in question, (i) all of the shares of Common Stock issued to the Purchasers pursuant to the Subscription Agreement, (ii) all of the shares of Common Stock issuable upon exercise in full of the Warrants issued to the Purchasers pursuant to the Subscription Agreement, (iii) all of the shares of Common Stock issuable upon exercise in full of the warrants issued to the Placement Agent, (iv) any additional shares issuable in connection with any anti-dilution provisions associated with such preferred stock and warrants, and (v) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.

“Registration Statement” means the registration statements required to be filed hereunder and any additional registration statements contemplated by Section 3(c), including (in each case) the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Selling Shareholder Questionnaire” shall have the meaning set forth in Section 3(a).

“Trading Day” means a day on which the Common Stock is traded on a Trading Market.

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“Trading Market” means the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the American Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange or the OTC Bulletin Board.

2.           Registration on Form S-1 or Form S-3.

(a)           On or prior to each Filing Date, the Company shall prepare and file with the Commission a shelf Registration Statement covering the resale of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on Form S-1) and shall contain (unless otherwise directed by at least an 85% majority in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its commercially best efforts to cause a Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold, or may be sold without volume restrictions pursuant to Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”); provided, however, the Company may delete from the Registration Statement any securities that may be sold without volume restrictions pursuant to Rule 144 as provided above . The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. New York City time on a Trading Day. The Company shall immediately notify the Holders via facsimile of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of a Registration Statement. The Company shall, by 9:30 a.m. New York City time on the Trading Day after the Effective Date, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification or effectiveness or failure to file a final Prospectus as aforesaid shall be deemed an Event under Section 2(b). Notwithstanding anything herein to the contrary, the amount of Registrable Securities required to be included in the initial Registration Statement shall be limited to not less than 100% of the maximum amount (“Rule 415 Amount”) of Common Stock which may be included in a single Registration Statement without exceeding registration limitations imposed by the Commission pursuant to Rule 415 of the 1933 Act. In the event that less than all of the Registrable Securities are included in the Registration Statement as a result of the limitation described herein, then the Company will file additional Registration Statements each registering the Rule 415 Amount (each such Registration Statement a “Subsequent Registration Statement”), seriatem, until all of the Registrable Securities have been registered. The Filing Date and Effective Date of each such additional Registration Statement shall be, respectively, twenty (20) and sixty (60) days after the first day such Subsequent Registration Statement may be filed without objection by the Commission based on Rule 415 of the 1933 Act.

(b)           If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be “reviewed,” or not subject to further review, or (iii) prior to its Effectiveness Date, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 30 calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission by its Effectiveness Date, or (v) after the Effectiveness Date, a Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than 10 consecutive calendar days or more than an aggregate of 30 calendar days during any 12-month period (which need not be consecutive calendar days) (any such failure or breach being referred to as an “Event”, and for purposes of clause (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 20 calendar day period is exceeded, or for purposes of clause (v) the date on which such 10 or 30 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.0% of the aggregate purchase price paid by such Holder pursuant to the Subscription Agreement for any Registrable Securities th en held by such Holder (calculated as if all convertible securities had been fully converted) for any Registrable Securities then held by such Holder for the first thirty calendar day period following such Event Date, increasing to 2% of the aggregate purchase price paid by such Holder pursuant to the Subscription Agreement for any Registrable Securities then held by such Holder (calculated as if all convertible securities had been fully converted) after the first thirty calendar day period following the applicable Event Date.

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(c)           The parties agree that (1) the Company shall not be liable for liquidated damages under this Agreement with respect to any Warrants, Warrant Shares or any Registrable Securities which cannot be registered under Rule 415 solely as a result of action by the Commission, (2) in no event shall the Company be liable for liquidated damages under this Agreement in excess of 2.0% of the aggregate Subscription Amount of the Holders in any 30-day period and (3) the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 10% of the aggregate Subscription Amount paid by such Holder pursuant to the Subscription Agreement. If the Company fails to pay any partial l iquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event.

3.           Registration Procedures

In connection with the Company’s registration obligations hereunder, the Company shall:

(a)           Not less than five Trading Days prior to the filing of each Registration Statement and not less than one Trading Day prior to the filing of any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated or deemed to be incorporated therein by reference), the Company shall, (i) furnish to each Holder copies of all such documents proposed to be filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of such Holders, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel to each Holder, to conduct a reasonable i nvestigation within the meaning of the Securities Act. The Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Holders of a majority of the Registrable Securities shall reasonably object in good faith, provided that, the Company is notified of such objection in writing no later than 5 Trading Days after the Holders have been so furnished copies of a Registration Statement or 1 Trading Day after the Holders have been so furnished copies of any related Prospectus or amendments or supplements thereto. Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement as Annex B (a “Selling Shareholder Questionnaire”) not less than two Trading Days prior to the Filing Date or by the end of the fourth Trading Day following the date on which such Holder receives draft materials in accordance with this Section.

(b)           (i) Prepare and file with the Commission such amendments, including post-effective amendments, to a Registration Statement and the Prospectus used in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and as so supplemented or amended to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible to any comments receiv ed from the Commission with respect to a Registration Statement or any amendment thereto and provide as promptly as reasonably possible to the Holders true and complete copies of all correspondence from and to the Commission relating to a Registration Statement (provided that the Company may excise any information contained therein which would constitute material non-public information as to any Holder which has not executed a confidentiality agreement with the Company); and (iv) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by a Registration Statement during the applicable period in accordance (subject to the terms of this Agreement) with the intended methods of disposition by the Holders thereof set forth in such Registration Statement as so amended or in such Prospectus as so supplemented.

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(c)           Notify the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible (and, in the case of (i)(A) below, not less than 1 Trading Day prior to such filing) and (if requested by any such Person) confirm such notice in writing no later than one Trading Day following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed; (B) when the Commission notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission comments in writi ng on such Registration Statement; and (C) with respect to a Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the Commission or any other Federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information; (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement i neligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement, Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (vi) the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be material and that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability of a Registration Statement or Prospectus, provided that any and all of such information shall remain confidential to each Holder until such information otherwise becomes public, unless disclosure by a Holder is required by law.

(d)           Use its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.

(e)           Furnish to each Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission.

(f)           Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto, except after the giving of any notice pursuant to Section 3(d).

(g)           The Company shall effect a filing with respect to the public offering contemplated by the Registration Statement (an “Issuer Filing”) with the National Association of Securities Dealers, Inc. (“NASD”) Corporate Financing Department pursuant to NASD Rule 2710(b)(10)(A)(i) within one Trading Day of the date that the Registration Statement is first filed with the Commission and pay the filing fee required by such Issuer Filing.

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(h)           Prior to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts to register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from the Registration or qualification) of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by each Registration Statement; provided, that (1) the Com pany shall not be required to register the Registrable Securities in any jurisdiction wherein an exemption from registration is reasonably available and (2) the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in any such jurisdiction.

(i)           If requested by the Holders, cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted by the Subscription Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holders may request.

(j)           Upon the occurrence of any event contemplated by this Section 3, as promptly as reasonably possible under the circumstances taking into account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies the Holders in accordance with clauses (iii) through (vi) of Section 3(d) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall suspend use of such Prospectus. The Company will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company shall be entitled to exercise its right under this Section 3(k) to suspend the availability of a Registration Statement and Prospectus, subject to the payment of partial liquidated damages pursuant to Section 2(b), for a period not to exceed 60 calendar days (which need not be consecutive days) in any 12 month period.

(k)           Comply with all applicable rules and regulations of the Commission.

(l)           The Company may require each selling Holder to furnish to the Company a certified statement as to the number of shares of Common Stock beneficially owned by such Holder and, if required by the Commission, the natural persons thereof that have voting and dispositive control over the Shares. During any periods that the Company is unable to meet its obligations hereunder with respect to the registration of the Registrable Securities solely because any Holder fails to furnish such information within three Trading Days of the Company’s request, any liquidated damages that are accruing at such time as to such Holder only shall be tolled and any Event that may otherwise occur solely because of such delay shall be suspended as to such Holder only, until such informati on is delivered to the Company.

4.           Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses) (A) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, (B) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disb ursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (C) if not previously paid by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities, (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be re sponsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

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5.           Indemnification.

(a)           Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the office rs, directors, members, shareholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prosp ectus or supplement thereto, in light of the circumstances under which they were made) not misleading, or (2) any violation or alleged violation by the Company of the Securities Act, Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrenc e of an event of the type specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Company is aware.

(b)           Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registrat ion Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company specifically for inclusion in such Registration Statement or such Prospectus or (ii) to the extent that such information relates to such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

7

(c)           Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof; provided, that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have prejudiced the Indemnifying Party.

An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and counsel to the Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of no more than one separate counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.

Subject to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within ten Trading Days of written notice thereof to the Indemnifying Party, provided that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such actions for which such Indemnified Party is judicially determined to be not entitled to indemnification hereunder.

(d)           Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue o r alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms.

8

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 5(d), no Holder shall be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such Holder from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, except in the case of fraud by such Holder.

The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

6.           Miscellaneous.

(a)           Remedies. In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement, each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. The Company and each Holder agree that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall not assert or shall wai ve the defense that a remedy at law would be adequate.

(b)           Intentionally Omitted.

(c)           Compliance. Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement.

(d)           Discontinued Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3(d), such Holder will forthwith discontinue disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as it practicable. The Company agrees and acknowledges that any periods during which the Holder is required to discontinue the disposition of the Registrable Securities hereunder shall be subject to the provisions of Section 2(b).

(e)           Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, then the Company shall send to each Holder a written notice of such determination and, if within fifteen days after the date of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided, however, that, the Company shall not be required to register any Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 promulgated under the Securities Act or that are the subject of a then effective Registration Statement.

9

(f)           Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by the Company and a majority of the Holders of the then outstanding Registrable Securities. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders and that does not directly or indirectly affect the rights of other Holders may be given by Holders of all of the Registrable Securities to which such waiver or consent relates; provided, however, that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the immediately preceding sentence.

(g)           Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as set forth in the Subscription Agreement.

(h)           Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties and shall inure to the benefit of each Holder. The Company may not assign its rights (except by merger) or obligations hereunder without the prior written consent of all of the Holders of the then-outstanding Registrable Securities. Each Holder may assign their respective rights hereunder in the manner and to the Persons as permitted under the Subscription Agreement.

(i)           No Inconsistent Agreements. Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the Company or any of its Subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities, that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. Except as set forth on Schedule 6(i), neither the Company nor any of its subsidiaries has previously entered into any agreement granting any registration rights with respect to any of its securities to any Person that have not been satisfied in full.

(j)           Execution and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

(k)           Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined in accordance with the provisions of the Subscription Agreement.

(l)           Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.

(m)           Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, p rovisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(n)           Headings. The headings in this Agreement are for convenience only, do not constitute a part of this Agreement, and shall not be deemed to limit or affect any of the provisions hereof.

10

(o)           Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert with respect to such obligations or the transactions contemplated by this Agreement. Each Holder shall be entitled to protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.

(p)           Omnibus Signature Page. With respect to the Purchasers, this Agreement is intended to be read and construed in conjunction with the Subscription Agreement. Accordingly, pursuant to the terms and conditions of this Agreement and such related agreements, it is hereby agreed that the execution by any Purchaser of the Subscription Agreement, in the place set forth therein, shall constitute his/her agreement to be bound by the terms and conditions hereof and the terms and conditions of the Subscription Agreement and this Agreement, with the same effect as if each of such separate but related agreements were separately signed.

[signature pages follow]

11

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

THE PARKVIEW GROUP, INC.
By:
	Name:
	Title:

PURCHASER
By:
	Name:
	Title:

See Omnibus Signature Pages for Purchasers’ Signatures

12

Schedule 6(i) – Registration Rights

The Company has granted piggyback registration rights to the holders of common stock issued and outstanding prior to the share exchange agreement, entered into by and among the Company, Dynamic Ally Ltd. (“Dynamic”) and the shareholders of Dynamic, which Share Exchange Agreement closed upon immediately prior to entering into this Agreement.

13

Annex A

Plan of Distribution

Each Selling Stockholder (the “Selling Stockholders”) of the common stock and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock on the OTCBB or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling shares:

● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

● block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

● purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

● an exchange distribution in accordance with the rules of the applicable exchange;

● privately negotiated transactions;

● settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;

● broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share;

● through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

● a combination of any such methods of sale; or

● any other method permitted pursuant to applicable law.

The Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus.

Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with NASDR Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASDR IM-2440.

In connection with the sale of the common stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of the common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broke r-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

14

The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent (8%).

The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders.

We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the Selling Stockholders without registration and without regard to any volume limitations by reason of Rule 144(k) under the Securities Act or any other rule of similar effect or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by complian ce with Rule 172 under the Securities Act).

15

Annex B

THE PARKVIEW GROUP, INC.

Selling Securityholder Notice and Questionnaire

The undersigned beneficial owner of common stock, par value $.001 per share (the “Common Stock”), of The Parkview Group, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement, dated as of Se ptember __, 2010 (the “Registration Rights Agreement”), among the Company and the Purchasers named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.

Certain legal consequences arise from being named as a selling securityholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Registration Statement and the related prospectus.

NOTICE

The undersigned beneficial owner (the “Selling Securityholder”) of Registrable Securities hereby elects to include the Registrable Securities owned by it in the Registration Statement.

The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:

QUESTIONNAIRE

1.	Name.
	(a)	Full Legal Name of Selling Securityholder
____________________________________________________________________________

	(b)	Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities are held:
____________________________________________________________________________

	(c)	Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities covered by the questionnaire):
____________________________________________________________________________

16

2.   Address for Notices to Selling Securityholder:

____________________________________________________________________________________________________________

____________________________________________________________________________________________________________

____________________________________________________________________________________________________________

Telephone: __________________________________________________________________________________________________

Fax: ________________________________________________________________________________________________________

Contact Person: ______________________________________________________________________________________________

3.   Broker-Dealer Status:
	(a)	Are you a broker-dealer?
Yes  o No  o
	(b)	If “yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services to the Company.
Yes  o No  o
	Note:	If no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.
	(c)	Are you an affiliate of a broker-dealer?
Yes  o No  o
	(d)	If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities?
Yes  o No  o
	Note:	If no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.
4.   Beneficial Ownership of Other Securities of the Company Owned by the Selling Securityholder.
	Except as set forth below in this Item 4, the undersigned is not the beneficial or registered owner of any securities of the Company other than the securities issuable pursuant to the Subscription Agreement.
	(a)	Type and Amount of other securities beneficially owned by the Selling Securityholder:

____________________________________________________________________________________________________________

____________________________________________________________________________________________________________

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5.   Relationships with the Company:
	Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.
	State any exceptions here:
____________________________________________________________________________________________________________
____________________________________________________________________________________________________________

The undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective.

By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 5 and the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements thereto. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus.

IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.

Dated:	Beneficial Owner:
	By:
		Name:
		Title:

PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:

Attn: James M. Turner, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32nd Floor

New York, New York 10006

Facsimile: (212) 930-9725

18

EX-9.01.A.1

Exhibit 9.01(a)(1)

Report of Independent Registered Public Accounting Firm

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Anhui Taiyang Poultry Company, Ltd.

We have audited the accompanying balance sheets of Anhui Taiyang Poultry Company, Ltd as at December 31, 2009 and 2008 and the related statements of operations, comprehensive income, cash flows and changes in stockholders’ equity for the years ended December 31, 2009 and 2008. These financial statements are the responsibility of the management of Anhui Taiyang Poultry Company, Ltd. 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 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.

The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal controls over financing reporting. Accordingly, we express no such opinion.

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

The accompanying financial statements referred above have been prepared assuming that the Company will continue as a going concern. As discussed in Note1 (b) to the financial statements, the Company had serious working capital deficiencies in 2009 and 2008. This factor raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans as to these matters are described in Note 1(b). The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ SCHWARTZ LEVITSKY FELDMAN LLP
Toronto, Ontario, Canada	Chartered Accountants
June 10, 2010	Licensed Public Accountants

F-1

Anhui Taiyang Poultry Company, Ltd.

Balance Sheets

(Expressed in United States Dollars)

	As of December 31,
	2009		2008
ASSETS
Current assets
Cash and cash equivalents	$	605,392	$	693,063
Trade accounts receivable, net (note 3)		972,528		52,141
Loans receivable (note 4)		2,816,943		—
Inventories, net (note 5)		1,787,565		2,763,711
Prepaid and other current assets (note 6)		902,361		2,220,778
Due from related parties (note 7)		765,698		626,640
Total current assets		7,850,487		6,356,333
Construction in progress		5,605,197		6,367,683
Property, plant and equipment, net (note 8)		12,963,639		9,970,572
Land use rights (note 9)		10,545,893		10,744,364
Other long term assets (note 10)		654,680		281,681
Total assets	$	37,619,896	$	33,720,633
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Trade accounts payable and accrued expenses (note 11)	$	4,505,521	$	14,611,951
Other accounts payable (note 12)		4,741,311		1,216,324
Loans payable, current portion (note 13)		11,408,179		9,314,089
Deferred subsidy funds received (note 14)		—		717,954
Total current liabilities		20,655,011		25,860,318
Loans payable, long term portion (note 13)		2,249,997		48,656
Total liabilities		22,905,008		25,908,974
Going Concern (note 1)
Commitments and contingencies (note 22)
Shareholders’ equity
Share capital (note 15)		5,826,999		1,441,355
Additional paid-in capital		5,142		—
Unappropriated retained earnings (accumulated deficit)		7,312,778		5,285,037
Appropriated retained earnings (note 19)		1,142,284		680,702
Cumulative translation adjustment		427,685		404,565
Total equity		14,714,888		7,811,659
Total liabilities and shareholders’ equity	$	37,619,896	$	33,720,633

The accompanying notes form an integral part of these financial statements.

F-2

Anhui Taiyang Poultry Company, Ltd.

Statements of Operations and Comprehensive Income

(Expressed in United States Dollars)

	Years Ended December 31,
	2009			2008
Revenues	$	28,859,699		$	37,863,219
Cost of goods sold		24,670,485			30,025,790
Gross Profit		4,189,214			7,837,429
Sales and marketing expenses		55,425			164,184
General and administrative expenses		1,347,787			1,194,297
Operating profit		2,786,002			6,478,948
Other expense		(81,736	)		(165,611	)
Subsidy income (note 14)		339,981			—
Interest and other expense, net (note 16)		(554,924	)		(351,946	)
Operating income before income taxes		2,489,323			5,961,391
Income tax expense (note 17)		—			—
Net income	$	2,489,323		$	5,961,391
Comprehensive income:
Net income	$	2,489,323		$	5,961,391
Foreign currency translation adjustment		23,120			404,565
Comprehensive income	$	2,512,443		$	6,365,956

The accompanying notes form an integral part of these financial statements.

F-3

Anhui Taiyang Poultry Company, Ltd.

Statements of Cash Flows

(Expressed in United States Dollars)

	Years Ended December 31,
	2009			2008
Cash provided (used for):
Operating activities:
Net income	$	2,489,323		$	5,961,391
Items not affecting cash:
Depreciation and amortization		741,845			670,554
Discounts from fair value on initial recognition of long term non-interest bearing loans to unrelated parties		—			(42,785	)
Imputed interest expense allocated to debt		14,433			—
Changes in non-cash working capital:
Trade accounts receivable		(919,760	)		1,063,324
Other accounts receivable		(2,815,419	)		1,100,085
Inventories		610,389			(1,494,167	)
Prepaid and other current assets		1,323,222			(392,396	)
Due from related parties		(137,425	)		(616,920	)
Trade accounts payable and accrued expenses		(10,137,045	)		725,476
Other accounts payable		3,520,058			(1,197,972	)
Deferred subsidy funds received		(719,350	)		(26,141	)
Net cash provided by (used in) operating activities		(6,029,729	)		5,750,449
Investing activities:
Capitalized interest expense		(321,981	)		(262,139	)
Purchase of property and equipment		(2,383,572	)		(7,357,173	)
Net cash provided by (used in) investing activities		(2,705,553	)		(7,619,312	)
Financing activities:
Borrowings under loans payable		15,056,498			8,802,965
Repayments under loans payable		(10,795,948	)		(13,737,353	)
Capital investment		4,385,388			—
Net cash provided by (used in) financing activities		8,645,938			(4,934,388	)
Effect of exchange rate difference on cash and cash equivalents		1,673			367,154
Net decrease in cash and cash equivalents		(87,671	)		(6,436,097	)
Cash and cash equivalents, beginning of year		693,063			7,129,160
Cash and cash equivalents, end of year	$	605,392		$	693,063
Supplementary information:
Interest and finance charges paid	$	862,646		$	594,178

The accompanying notes form an integral part of these financial statements.

F-4

Anhui Taiyang Poultry Company, Ltd.

Statements of Shareholders’ Equity

(Expressed in United States Dollars)

			Additional		Unappropriated			Appropriated		Cumulative		Total
	Share		Paid-in		Retained			Retained		Translation		Shareholders’
	Capital		Capital		Earnings			Earnings		Adjustment		Equity
Balance as at December 31, 2007	$	1,441,355	$	—	$	(96,984	)	$	101,332	$	0	$	1,445,703
Net income for the year		—		—		5,961,391			—		—		5,961,391
Appropriation of statutory reserve		—		—		(579,370	)		579,370		—		—
Foreign currency translation adjustment for the year		—		—		—			—		404,565		404,565
Balance as at December 31, 2008		1,441,355		—		5,285,037			680,702		404,565		7,811,659
Equity contribution of RMB 30,000,000 cash		4,385,644		—		—			—		—		4,385,644
Imputed interest expense		—		5,142		—			—		—		5,142
Net income for the year		—		—		2,489,323			—		—		2,489,323
Appropriation of statutory reserve		—		—		(461,582	)		461,582		—		—
Foreign currency translation adjustment for the year		—		—		—			—		23,120		23,120
Balance as at December 31, 2009	$	5,826,999	$	5,142	$	7,312,778		$	1,142,284	$	427,685	$	14,714,888

The accompanying notes form an integral part of these financial statements.

F-5

Anhui Taiyang Poultry Company, Ltd.

Notes to Consolidated Financial Statements

(Expressed in United States dollars)

Years ended December 31, 2009 and 2008

1.	Nature of Business Operations:
(a)	Business
	The financial statements presented herein reflect the financial results of Anhui Taiyang Poultry Company Ltd. (“Taiyang” or the “Company”). The Company was established in May 1996 under the laws of the People’s Republic of China (the “PRC” or “China”).
	The Company raises, processes and markets ducks and duck related food products through three business lines:
	●	Breeding Unit – breeds, hatches, and cultivates ducklings for resale and processing by the Food Processing Unit
	●	Feed Unit – produces duck feed for internal use and external sale
	●	Food Processing Unit – processes ducklings into frozen raw food product for commercial resale.
	On March 1, 2010, the Company issued debentures in the aggregate principal amount of $600,000 to various investors, the proceeds of which are to be applied to the legal, accounting, and other costs associated with the Company completing a transaction whereby it intends to become listed on a United States stock exchange through a reverse merger with a publicly traded shell company (the “Public Transaction”). The debentures bear interest at a rate of 15% per annum, and mature on the earlier of September 30, 2010 or the completion of a financing of at least $10,000,000 by the Company. The debentures are convertible, at the sole option of the holder, into shares of the Company at a price equal to a 25% discount to the price of any new financing. Each debenture holder also will receive the equivalent of one share of the public e ntity for each dollar invested in the debenture. See note 22.
(b)	Going concern
	The Company realized net income of $2,489,323 and $5,961,391 in the years ended December 31, 2009 and 2008, respectively. As of December 31, 2009, the Company had retained earnings of $8,455,062 (of which $1,142,284 were appropriated as reserves pursuant to the Company’s articles of incorporation), and cash balances in the amount of $605,392. The Company’s revenues and net income were lower in 2009 than in 2008 as a result of the global economic crisis, which resulted in decreased demand for Duck products in the PRC. Notwithstanding the Company’s history of profits and retained earnings, the Company has serious working capital deficiencies in the amount of $12,804,524 as of December 31, 2009 ($19,503,485 in 2008), arising primarily from the Company’s practice of borrowing funds in the form of both short and long term bank loans payable to supplement government grants to fund its capital expansion projects, which include modernization of the current breeding facilities, and construction of a new organic fertilizer plant. The Company believes that it will be able extend a substantial portion of its current loans payable, or issue new debt or equity to repay loans that come due during the remainder of 2010. The Company has already extended approximately $9.2 million in current bank loans that matured subsequent to December 31, 2009 (see note 22). Additionally, the Company expects to attempt to raise between $5-12 million in connection with the Public Transaction (see note 22). The balance of the Company’s working capital deficiency is expected to be eliminated from future profitable operations. The Company believes that the refinancing strategies referred to above would mitigate the serious deficiencies in working capital as of December 31, 2009 and 2008.
(c)	Accounting Standards Codification
	In June 2009, the Financial Accounting Standards Board (“FASB”) issued a statement establishing the FASB Accounting Standards Codification (the “FASB ASC” or the “Codification”). Effective for interim and annual periods ended after September 15, 2009, the Codification became the source of authoritative U.S. generally accepted accounting principles (“US GAAP”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the United States Securities and Exchange Commission (the “SEC”) under authority of federal securities laws are also sources of authoritative US GAAP for SEC registrants. This statement did not change existing US GAAP, and as such, did not have an impact on our financial statements. Where applicable, the Company has update d its references to US GAAP, in order to reflect the Codification.

F-6

Anhui Taiyang Poultry Company, Ltd.

Notes to Consolidated Financial Statements

(Expressed in United States dollars)

Years ended December 31, 2009 and 2008

2.	Significant accounting policies:
	(a)	Basis of presentation:
		These financial statements have been prepared by management in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the accounts of the Company. The Company does not have any wholly- or majority-owned subsidiaries. The three operating entities of the Company all reside within the same legal entity, and are evaluated as separate units for management’s internal purposes. The basis of accounting differs in certain material respects from that used for the preparation of the books and records of the Company, which are prepared in accordance with accounting principles and relevant financial regulations applicable to limited liability enterprises established in the PRC (“PRC GAAP”), the accounting standard used in the place of its domicile.
	(b)	Use of estimates:
		The preparation of financial statements in conformity with US GAAP requires management at the date of the financial statements 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. Significant areas requiring the use of estimates include estimating allowance for doubtful accounts, estimating the net realizable value of inventory, the future cash flows for assessing the net recoverable amount of long-lived assets, and accrued liabilities. Actual results may differ from those estimates.
	(c)	Risks of doing business in China:
		The Company is subject to the consideration and risks of operating in the PRC. These include risks associated with the political and economic environment, foreign currency exchange and the legal system in China.
		The economy of China differs significantly from the economies of the “western” industrialized nations in such respects as structure, level of development, gross national product, growth rate, capital reinvestment, resource allocation, self-sufficiency, rate of inflation and balance of payments position, among others. Only recently has the China government encouraged substantial private economic activities. The Chinese economy has experienced significant growth in the past several years, but such growth has been uneven among various sectors of the economy and geographic regions. Actions by the PRC government to control inflation have significantly restrained economic expansion in the recent past.
		Similar actions by the PRC government in the future could have a significant adverse effect on economic conditions in China.
		Many laws and regulations dealing with economic matters in general and foreign investment in particular have been enacted in China. However, China still does not have a comprehensive system of laws, and enforcement of the existing laws may be uncertain and sporadic.

F-7

Anhui Taiyang Poultry Company, Ltd.

Notes to Consolidated Financial Statements

(Expressed in United States dollars)

Years ended December 31, 2009 and 2008

2.	Significant accounting policies (continued):
	(c)	Risks of doing business in China (continued):
		The Company’s operating assets and primary sources of income and cash flows originate in China. The China economy has, for many years, been a centrally planned economy, operating on the basis of annual, five-year and ten-year state plans adopted by central China governmental authorities, which set out national production and development targets. The China government has been pursuing economic reforms since it first adopted its “open-door” policy in 1978. There is no assurance that the China government will continue to pursue economic reforms or that there will not be any significant change in its economic or other policies, particularly in the event of any change in the political leadership of, or the political, economic or social conditions in China. There is also no assurance that the Company will not be adversely a ffected by any such change in governmental policies or any unfavourable change in the political, economic or social conditions, the laws or regulations, or the rate or method of taxation in China.
		As many of the economic reforms, which have been or are being implemented by China government are unprecedented or experimental, they may be subject to adjustment or refinement, which may have adverse effects on the Company. Further, through state plans and other economic and fiscal measures, it remains possible for the China government to exert significant influence on the China economy.
	(d)	Cash:
		Cash and cash equivalents includes investments in short-term investments with a term to maturity when acquired of 90 days or less.
	(e)	Allowance for doubtful accounts:
		The Company reports accounts receivable and other accounts receivable at net realizable value. The Company’s terms of sale provide the basis for when accounts become delinquent or past due. The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts. The Company’s estimate is based on historical collection experience and a review of the current status of accounts receivable.
	(f)	Inventory:
		Inventory is recorded at the lower of cost, determined using the weighted average costing method, and net realizable value. Cost includes purchased raw materials (primarily corn and other grains), breeding and incubation costs (primarily feed and contract grower pay), labor, and manufacturing and production overhead which are related to the purchase and production of inventories. The weighted-average method and includes invoice cost, duties and freight where applicable, plus direct labor applied to the product and an applicable share of manufacturing overhead. A provision for obsolescence for slow moving inventory items is estimated by management based on historical and expected future sales and is included in cost of goods sold.
	(g)	Biological assets:
		Biological assets are comprised of master breeding ducks that are treated as capitalized assets due to their ability to produce offspring that are also capable of breeding. These biological assets generally have a productive breeding period of approximately one year. The Company capitalizes these assets and amortizes their cost, which includes any cost to acquire the duck plus costs incurred for hatching and incubation, over a period of one year.

F-8

Anhui Taiyang Poultry Company, Ltd.

Notes to Consolidated Financial Statements

(Expressed in United States dollars)

Years ended December 31, 2009 and 2008

2.	Significant accounting policies (continued):
	(h)	Property, plant and equipment:
		Property, plant and equipment are carried at cost less allowance for accumulated depreciation. Depreciation is generally computed using the straight-line method over the estimated useful lives of the related assets. The depreciable basis for property, plant and equipment is original cost less estimated residual value, which does not exceed 5% of the cost. Upon retirement or sale, cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the statements of operations. The cost of normal maintenance and repairs is charged to operations as incurred. Material expenditures, which increase the life of an asset, are capitalized and depreciated over the estimated remaining life of the asset. Costs incurred prior to a capital project’s completion are reflected as construction in progress and are n ot depreciated until the asset is placed into service. The estimated service lives of property and equipment are as follows:

Production equipment	3-10 years
Transportation equipment	5-10 years
Office furniture and equipment	5 years
Building and building improvements	10-20 years

	Costs incurred prior to a capital project’s completion are reflected as construction in progress and are not depreciated until the asset is placed into service.
(i)	Construction in progress:
	Construction in progress is stated at cost, which comprises direct costs of design, acquisition, and construction of buildings, building improvements and land improvements. The Company also capitalizes interest on loans related to construction projects. Upon completion, construction in progress is transferred to its respective asset classification and is amortized upon being put into use.
(j)	Land use rights:
	All lands in the PRC are owned by the PRC government. The PRC government, according the relevant PRC law, may sell the right to use the land for a specific period of time. Land use rights are recorded at cost less accumulated amortization. Land use rights are amortized over 50 years, which are the terms established by the PRC government. The purpose of the land use is restricted by the PRC government. In the event that the land is used for purposes outside the scope of the purpose for which they were granted, the government could revoke such rights.
(k)	Impairment of long-lived assets:
	The Company monitors the recoverability of long-lived assets, based on estimates using factors such as expected future asset utilization, business climate and future undiscounted cash flows expected to result from the use of the related assets or to be realized on sale. The Company recognizes an impairment loss if the projected undiscounted future cash flows are less than the carrying amount, and the amount of the impairment charge is the excess of the carrying amount of the asset over the fair value of the asset.
(l)	Revenue recognition:
	The Company recognizes revenue when there is persuasive evidence of an arrangement, goods are shipped and title passes, collection is probable, and the fee is fixed or determinable. The Company records deferred revenue when cash is received in advance of the revenue recognition criteria being met.

F-9

Anhui Taiyang Poultry Company, Ltd.

Notes to Consolidated Financial Statements

(Expressed in United States dollars)

Years ended December 31, 2009 and 2008

2.	Significant accounting policies (continued):
	(m)	Research and development costs:
		Research and development costs are expensed as incurred. Equipment used in research and development is capitalized only if it has an alternative future use.
	(n)	Subsidy income:
		From time to time, the Company receives subsidies from the PRC government. Certain of the subsidies are earmarked for particular capital improvement and other projects, and the completed projects must be approved by the government to ensure specifications were met. The Company defers amounts received pursuant to these types of subsidies until the projects are approved, at which time the deferred balances are recorded as subsidy income on the statement of operations.
		Subsidies that are not subject to government approval are recognized as income in the period in which the benefit from the subsidy is realized by the Company. Subsidies that relate to depreciable property and equipment are recorded as an offset to the related capital accounts to which the subsidy relates.
	(o)	Income taxes:
		The Company is exempt from corporate income tax due to the nature of its business. Beginning 2006, the PRC government instituted a tax exemption policy for certain aspects of the agricultural industry. The Company’s business qualifies as tax exempt. The exemption relates to unprocessed agricultural products and is granted by the relevant taxing authority on a year-by-year basis. There is no stated expiration to the exemption, and while the Company expects to continue to receive favorable tax treatment, changes in government policy or the nature of the Company’s operations could result in the Company being required to pay income taxes.
	(p)	Foreign currency translation and comprehensive income:
		The Company’s functional or primary operating currency is the Chinese Renminbi (“RMB”). The Company’s financial statements are prepared in RMB before translating to the United States dollar (“USD”) for reporting purposes. The Company translates transactions in currencies other than the RMB at the exchange rate in effect on the transaction date. Monetary assets and liabilities denominated in a currency other than the RMB are translated at the exchange rates in effect at the balance sheet date. The resulting exchange gains and losses are recognized in earnings.
		Amounts transacted in RMB have been translated into USD as follows: assets and liabilities are translated at the rate of exchange in effect at the balance sheet date, equity items are translated at historical rates, and revenue and expense items are translated at the average rates for each period reported. Unrealized gains and losses resulting from the translation into the reporting currency are accumulated in accumulated other comprehensive income, a separate component of equity.
		The Company applies SFAS 130 “Reporting Comprehensive Income” (codified in FASB ASC Topic 220). Comprehensive income is comprised of net income and all changes to the statements of stockholders’ equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders.

F-10

Anhui Taiyang Poultry Company, Ltd.

Notes to Consolidated Financial Statements

(Expressed in United States dollars)

Years ended December 31, 2009 and 2008

2.	Significant accounting policies (continued):
	(q)	Statutory reserves:
		Statutory reserve refers to the amount appropriated from the net income in accordance with laws or regulations, which can be used to recover losses and increase capital, as approved, and, are to be used to expand production or operations. The Company’s articles of association, which are based on PRC corporate laws, prescribe that the Company must appropriate, on an annual basis, 10% of its after tax income as reported in its financial statements, prepared in accordance with PRC GAAP, to the statutory common reserve fund until the fund reaches 50% of the Company’s registered capital
	(r)	Employee welfare benefits:
		Pursuant to PRC law, full-time employees of the Company are entitled staff welfare benefits including medical care, welfare subsidies, unemployment insurance, and pension benefits through a PRC government-mandated multiemployer pension plan. The Company is required to contribute a portion of the employees’ salaries to the retirement benefit scheme to fund the benefits, which are charged to operations as incurred. The government reserves right to change rates retroactively, which may result in a contingent liability being recorded for previous years.
	(s)	Fair value of financial assets and liabilities:
		For certain of the Company’s financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, receivables on sales-type leases, other receivables, accounts payable, accrued liabilities and short-term debt, the carrying amounts approximate their fair values due to their short maturities.
		ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

	●	Level 1: inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
	●	Level 2: inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
	●	Level 3: inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815.

F-11

Anhui Taiyang Poultry Company, Ltd.

Notes to Consolidated Financial Statements

(Expressed in United States dollars)

Years ended December 31, 2009 and 2008

2.	Significant accounting policies (continued):
	(t)	Segment reporting:
		SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information” (codified in FASB ASC Topic 280) requires use of the “management approach” model for segment reporting. The management approach model is based on the method a company’s management uses to organize segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company. Management of the Company evaluates its operations based on three operating segments: Breeding Unit, Feed Unit, and Food Unit.
	(u)	Statement of cash flows:
		In accordance with SFAS No. 95, “Statement of Cash Flows” (codified in FASB ASC Topic 230), cash flows from the Company’s operations are calculated based upon the local currencies. As a result, amounts related to assets and liabilities reported on the statement of cash flows may not necessarily agree with changes in the corresponding balances on the balance sheet.
	(v)	Recently Issued Accounting Standards:
		In October 2009, the FASB issued Accounting Standards Update (“ASU”) 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. This update addressed the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than a combined unit and will be separated in more circumstances that under existing US GAAP. This amendment has eliminated that residual method of allocation. Effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company does not expect the provisions of ASU 2009-13 to have a material effect on the financial position, results of operations or cash flows of the Company.
		In October 2009, the FASB issued an ASU regarding accounting for own-share lending arrangements in contemplation of convertible debt issuance or other financing. This ASU requires that at the date of issuance of the shares in a share-lending arrangement entered into in contemplation of a convertible debt offering or other financing, the shares issued shall be measured at fair value and be recognized as an issuance cost, with an offset to additional paid-in capital. Further, loaned shares are excluded from basic and diluted earnings per share unless default of the share-lending arrangement occurs, at which time the loaned shares would be included in the basic and diluted earnings-per-share calculation. This ASU is effective for fiscal years beginning on or after December 15, 2009, and interim periods within those fiscal years for arrang ements outstanding as of the beginning of those fiscal years. The Company is currently evaluating the impact of this ASU on its financial statements.
		In August 2009, the FASB issued an ASU regarding measuring liabilities at fair value. This ASU provides additional guidance clarifying the measurement of liabilities at fair value in circumstances in which a quoted price in an active market for the identical liability is not available; under those circumstances, a reporting entity is required to measure fair value using one or more of valuation techniques, as defined. This ASU is effective for the first reporting period, including interim periods, beginning after the issuance of this ASU. The adoption of this ASU did not have a material impact on the Company’s financial statements.

F-12

Anhui Taiyang Poultry Company, Ltd.

Notes to Consolidated Financial Statements

(Expressed in United States dollars)

Years ended December 31, 2009 and 2008

2.	Significant accounting policies (continued):
	(v)	Recently Issued Accounting Standards (continued):
		On July 1, 2009, the Company adopted ASU No. 2009-01, “Topic 105 - Generally Accepted Accounting Principles - amendments based on Statement of Financial Accounting Standards No. 168 , “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles.” ASU No. 2009-01 re-defines authoritative GAAP for nongovernmental entities to be only comprised of the FASB ASC and, for SEC registrants, guidance issued by the SEC. The Codification is a reorganization and compilation of all then-existing authoritative GAAP for nongovernmental entities, except for guidance issued by the SEC. The Codification is amended to effect non-SEC changes to authoritative GAAP. Adoption of ASU No. 2009-01 only changed the referencing convention of GAAP in notes to the financial statements.
		In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)” (“SFAS 167”), codified as FASB ASC Topic 810-10, which modifies how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. SFAS 167 clarifies that the determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance. SFAS 167 requires an ongoing reassessment of whether a company is the primary beneficiary of a variable interest entity. SFAS 167 also requires additional disclosures about a company’s involvement in variable interest entities and any significant changes in risk exposure due to that involvement. SFAS 167 is effective for fiscal years beginning after November 15, 2009. The Company does not believe the adoption of SFAS 167 will have an impact on its financial condition, results of operations or cash flows.
		In June 2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial Assets — an amendment of FASB Statement No. 140” (“SFAS 166”), codified as FASB Topic ASC 860, which requires entities to provide more information regarding sales of securitized financial assets and similar transactions, particularly if the entity has continuing exposure to the risks related to transferred financial assets. SFAS 166 eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets and requires additional disclosures. SFAS 166 is effective for fiscal years beginning after November 15, 2009. The Company does not believe the adoption of SFAS 166 will have an impact on its financial condition, results of operations or cash flows.
		In May 2009, the FASB issued SFAS No. 165, “Subsequent Events” (“SFAS 165”) codified in FASB ASC Topic 855-10-05, which provides guidance to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS 165 also requires entities to disclose the date through which subsequent events were evaluated as well as the rationale for why that date was selected. SFAS 165 is effective for interim and annual periods ending after June 15, 2009. SFAS 165 required that public entities evaluate and disclose subsequent events through the date that the financial statements are issued.
		ASU No. 2010-09, issued in February 2010, removes the requirement to disclose a date through which subsequent events have been reviewed in the financial statements.
		In April 2009, the FASB issued FSP No. SFAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments,” which is codified in FASB ASC Topic 825-10-50. This FSP essentially expands the disclosure about fair value of financial instruments that were previously required only annually to also be required for interim period reporting. In addition, the FSP requires certain additional disclosures regarding the methods and significant assumptions used to estimate the fair value of financial instruments. The Company will adopt these disclosure changes with its interim financial statements in fiscal 2010.

F-13

Anhui Taiyang Poultry Company, Ltd.

Notes to Consolidated Financial Statements

(Expressed in United States dollars)

Years ended December 31, 2009 and 2008

2.	Significant accounting policies (continued):
	(v)	Recently Issued Accounting Standards (continued):
		In April 2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments,” which is codified in FASB ASC Topic 320-10. This FSP modifies the requirements for recognizing other-than-temporarily impaired debt securities and changes the existing impairment model for such securities. The FSP also requires additional disclosures for both annual and interim periods with respect to both debt and equity securities. Under the FSP, impairment of debt securities will be considered other-than-temporary if an entity (1) intends to sell the security, (2) more likely than not will be required to sell the security before recovering its cost, or (3) does not expect to recover the security’s entire amortized cost basis (even if the entity does not intend to sell). The FSP further indicates that, depending on which of the above factor(s) causes the impairment to be considered other-than-temporary, (1) the entire shortfall of the security’s fair value versus its amortized cost basis or (2) only the credit loss portion would be recognized in earnings while the remaining shortfall (if any) would be recorded in other comprehensive income. FSP 115-2 requires entities to initially apply the provisions of the standard to previously other-than-temporarily impaired debt securities existing as of the date of initial adoption by making a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The cumulative-effect adjustment potentially reclassifies the noncredit portion of a previously other-than-temporarily impaired debt security held as of the date of initial adoption from retained earnings to accumulate other comprehensive income. The Company adopted FSP No. SFAS 115-2 and SFAS 124-2 in fiscal 2009. This FSP had no material impact on the Com pany’s financial position, results of operations or cash flows.
		In April 2009, the FASB issued FSP No. SFAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP No. SFAS 157-4”). FSP No. SFAS 157-4, which is codified in FASB ASC Topics 820-10-35-51 and 820-10-50-2, provides additional guidance for estimating fair value and emphasizes that even if there has been a significant decrease in the volume and level of activity for the asset or liability and regardless of the valuation technique(s) used, the objective of a fair value measurement remains the same. The Company adopted FSP No. SFAS 157-4 in fiscal 2009. This FSP had no material impact on the Company’s financial position, results of operations or cash flows.
3.	Trade accounts receivable:
	Trade accounts receivable were comprised of the following as of December 31, 2009 and 2008:

	2009			2008
Trade accounts receivable	$	985,097		$	52,141
Allowance for doubtful accounts		(12,569	)		—
	$	972,528		$	52,141

As of December 31, 2009 and 2008, $731,294 and $Nil of the Company’s trade accounts receivable were pledged as collateral for a loans outstanding.

F-14

Anhui Taiyang Poultry Company, Ltd.

Notes to Consolidated Financial Statements

(Expressed in United States dollars)

Years ended December 31, 2009 and 2008

4.	Loans receivable:
	As of December 31, 2009 and 2008, the Company had outstanding $2,816,943 and $Nil, respectively, of unsecured loans receivable from unrelated parties which do not bear interest and have no stated maturity date. Subsequent to December 31, 2009, these balances were reduced by subsequent payments received in the amount of $1,491,839.
	During the year ended December 31, 2009, the Company borrowed $1,462,587 from a banking institution, and subsequently made the loan to an unrelated third party in the amount of $877,552. The third party pledged its assets to the bank as security for the loan. The loan receivable does not have a stated maturity date or interest rate.
5.	Inventories:
	Inventories were comprised of the following as of December 31, 2009 and 2008:

	2009		2008
Raw materials	$	734,598	$	515,687
Work in process		904,052		1,572,438
Finished goods		148,915		675,586
	$	1,787,565	$	2,763,711

	The Company did not have any obsolete or slow-moving inventory as of December 31, 2009 or 2008.
6.	Prepaid and other current assets:
	Prepaid and other current assets were comprised of the following as of December 31, 2009 and 2008:

	2009		2008
VAT taxes receivable	$	368,502	$	1,257,889
Prepaid insurance		70,389		25,316
Other prepaid expenses		300,235		658,241
Biological assets		163,235		279,332
	$	902,361	$	2,220,778

Biological assets are comprised of master breeding ducks that are treated as capitalized assets due to their ability to produce offspring that are also capable of breeding. These biological assets generally have a productive breeding period of approximately one year. The Company capitalizes these assets and amortizes their cost, which includes any cost to acquire the duck plus costs incurred for hatching and incubation, over a period of one year.

F-15

Anhui Taiyang Poultry Company, Ltd.

Notes to Consolidated Financial Statements

(Expressed in United States dollars)

Years ended December 31, 2009 and 2008

7.	Related party transactions:
	As of December 31, 2009 and 2008, amounts due from related parties were comprised of the following:

	2009		2008
Due from Wu Qiyou	$	735,861	$	613,802
Due from Chen Beihuang		585		12,838
Due from Wu Qida		29,252		—
	$	765,698	$	626,640

The Company did not have any amounts due to related parties as of December 31, 2009 or 2008.

Wu Qiyou is the Company’s founder and principal executive officer and the holder of 96% of the Company’s registered share capital.

Wu Qida is the holder of 2% of the Company’s registered share capital, and also the brother of Wu Qiyou.

Chen Beihuang is the holder of 2% of the Company’s registered share capital.

The Company was involved in the following related party transactions during the years ended December 31, 2009 and 2008:

During the years ended December 31, 2009 and 2008, the Company made loans to Wu Qiyou in the amount of $325,637 and $67,938, respectively. Wu Qiyou made repayments on these loans in the amount of $205,169 and $44,307 during the years ended December 31, 2009 and 2008, respectively. These loans were non-interest bearing and had no stated due date.

During the years ended December 31, 2009 and 2008, the Company made loans to Wu Qida in the amount of $29,237 and $718, respectively. Wu Qida made repayments on these loans in the amount of $Nil and $718 during the years ended December 31, 2009 and 2008, respectively. These loans were non-interest bearing and had no stated due date.

During the years ended December 31, 2009 and 2008, the Company made loans to Chen Beihuang in the amount of $16,007 and $19,103, respectively. Chen Beihuang made repayments on these loans in the amount of $28,286 and $6,444 during the years ended December 31, 2009 and 2008, respectively. These loans were non-interest bearing and had no stated due date.

F-16

Anhui Taiyang Poultry Company, Ltd.

Notes to Consolidated Financial Statements

(Expressed in United States dollars)

Years ended December 31, 2009 and 2008

8.	Property, plant and equipment:
	As of December 31, 2009 and 2008, property, plant and equipment consisted of the following:

			Accumulated			Net book
As of December 31, 2009	Cost		depreciation			Value
Production equipment	$	2,232,563	$	(432,438	)	$	1,800,125
Transportation equipment		249,906		(63,089	)		186,817
Office furniture and equipment		121,044		(53,116	)		67,928
Building and building improvements		11,989,090		(1,080,321	)		10,908,769
	$	14,592,603	$	(1,628,964	)	$	12,963,639
			Accumulated			Net book
As of December 31, 2008	Cost		depreciation			Value
Production equipment	$	2,214,808	$	(280,086	)	$	1,934,722
Transportation equipment		130,516		(38,557	)		91,959
Office furniture and equipment		76,820		(38,069	)		38,751
Building and building improvements		8,657,574		(752,434	)		7,905,140
	$	11,079,718	$	(1,109,146	)	$	9,970,572

Depreciation expense of production-related property, plant and equipment is recorded to production costs, which is allocated to inventory and reflected in cost of goods sold on the statement of operations. Depreciation expense of other property, plant and equipment is charged to general and administrative expense. For the years ended December 31, 2009 and 2008, depreciation expense was allocated as follows:

	2009		2008
Depreciation expense charged to general and administrative expense	$	88,461	$	75,919
Depreciation expense charged to cost of sales		428,320		363,957
Total depreciation expense	$	516,781	$	439,876

All of the Company’s building and building improvements, and certain of the Company’s production equipment, are pledged as collateral for loans payable as described in note 13.

F-17

Anhui Taiyang Poultry Company, Ltd.

Notes to Consolidated Financial Statements

(Expressed in United States dollars)

Years ended December 31, 2009 and 2008

9.	Land Use Rights:
	As of December 31, 2009 and 2008, land use rights consisted of the following:

	2009			2008
Cost	$	11,491,843		$	11,463,340
Less accumulated amortization		(945,950	)		(718,976	)
	$	10,545,893		$	10,744,364

	Land use rights are amortized over the life of the rights, which is generally 50 years, and are charged to general and administrative expense on the statement of operations. Amortization expense of land use rights was $225,134 and $226,974 during the years ended December 31, 2009 and 2008, respectively.
	Land use rights are owned by the PRC government, and are granted with restrictions on use. In the event that the land is used for purposes outside the scope of the Company’s current business, the government could revoke such rights. The Company does not have any plans to use land that is subject to land use rights for any purposes outside the scope of its current business, or for any purpose other than those pursuant to which the rights were granted.
	All of the Company’s land use rights are pledged as collateral for loans payable as described in note 13, a portion of the proceeds of which were used to finance the acquisition of land use rights and related development of the land.
10.	Other long term assets:
	As of December 31, 2009 and 2008, other long term assets were comprised of the following:

		2009		2008
Land use rights deposits	$	351,021	$	233,434
Equipment deposits		144,552		24,904
Long term prepayments		159,107		23,343
	$	654,680	$	281,681

Land use rights deposits represents amounts advanced to an independent third party to be applied against the purchase of land use rights by the Company upon completion of construction by the Company of its new organic fertilizer plant on the land.

F-18

Anhui Taiyang Poultry Company, Ltd.

Notes to Consolidated Financial Statements

(Expressed in United States dollars)

Years ended December 31, 2009 and 2008

11.	Accounts payable and accrued liabilities:
	As of December 31, 2009 and 2008, accounts payable and accrued liabilities were comprised of the following:

	2009		2008
Trade accounts payable	$	2,510,425	$	14,253,704
Accrued payroll		353,462		298,247
Accrued interest expense		66,822		—
Accrued costs for construction in progress		1,366,062		—
Accrued professional services payable		208,750		60,000
	$	4,505,521	$	14,611,951

	Accrued costs for construction in progress represent incurred but unbilled costs in connection with construction of the Company’s organic fertilizer plant.
12.	Other accounts payable:
	As of December 31, 2009 and 2008, other accounts payable and accrued liabilities were comprised of the following:

	2009		2008
Deposits from contract farmers	$	913,541	$	888,229
Loans from farmers guaranteed by the Company		2,348,915		83,161
Land use right payable		151,000		—
Construction project payable		466,833		—
Other payables and amounts due to unrelated parties		861,022		244,934
	$	4,741,311	$	1,216,324

F-19

Anhui Taiyang Poultry Company, Ltd.

Notes to Consolidated Financial Statements

(Expressed in United States dollars)

Years ended December 31, 2009 and 2008

13.		Loans payable:
	(a)	Short term bank loans
		From time to time, the Company borrows funds in the form of short term bank notes payable to fund its capital projects and supplement its working capital requirements. The carrying value of short term bank notes payable as of December 31, 2009 and 2008 is shown in the following table. The fair value of these bank notes payable approximates their carrying value.

	Annual
	Interest	Balance at December 31,
Due Date	Rate		2009		2008
January 16, 2009	8.964%	$	—	$	547,110
March 10, 2009	7.470%		—		970,208
March 19, 2009	7.470%		—		284,497
April 16, 2009	7.470%		—		1,458,959
April 21, 2009	7.470%		—		649,237
April 23, 2009	7.470%		—		1,750,751
June 11, 2009	7.470%		—		291,792
June 11, 2009	7.470%		—		160,486
September 13, 2009	7.992%		—		437,688
October 21, 2009	8.316%		—		598,173
October 23, 2009	8.316%		—		729,480
October 28, 2009	2.000%		—		218,844
October 28, 2009	2.000%		—		262,612
November 7, 2009	7.254%		—		145,896
December 30, 2009 (1)	0.000%		—		13,223
January 16, 2009	8.964%		—		357,445
October 13, 2009	7.992%		—		291,792
November 7, 2009	7.254%		—		145,896
January 13, 2010	7.812%		877,552		—
March 10, 2010	6.372%		987,246		—
March 10, 2010	6.372%		987,246		—
March 17, 2010	6.372%		936,056		—
April 8, 2010	5.310%		731,294		—
May 7, 2010	5.310%		1,755,105		—
May 7, 2010	5.310%		1,462,587		—
May 7, 2010	5.310%		1,462,587		—
June 16, 2010	5.310%		453,402		—
July 20, 2010	5.310%		438,776		—
September 20, 2010	5.841%		438,776		—
September 24, 2010	5.841%		438,776		—
October 13, 2010	7.992%		292,517		—
December 7, 2010	7.254%		146,259		—
		$	11,408,179	$	9,314,089

F-20

Anhui Taiyang Poultry Company, Ltd.

Notes to Consolidated Financial Statements

(Expressed in United States dollars)

Years ended December 31, 2009 and 2008

13.	Loans payable (continued):
		(1)	This instrument is a non interest bearing loan from a local government authority. As such, the Company recognized a discount on the face value of the loan at inception to adjust the carrying value to the fair value. Fair value was calculated using the net present value of the loan, at an assumed interest rate of 14%. The amount of the discount, being $1,920 in the year ended December 31, 2008 is included on the statement of operations under the caption “Interest and other expense, net.” The discount is being amortized over the life of the loan using the effective interest method, with interest expense being recorded as an expense in the related period. The Company recognized interest expense to amortize the discount in the amount of $1,920 and $Nil in the years ended December 31, 2009 and 2008, respectively.
	(b)	Long term bank loans
		The carrying value of long term bank notes payable as of December 31, 2009 and 2008 is shown in the following table. The fair value of these bank notes payable approximates their carrying value.

	Annual
	Interest		Balance at December 31,
Due Date	Rate		2009		2008
October 21, 2012	5.400	%	$	1,718,540	$	—
November 30, 2012 (1)	0.000	%		29,994		25,999
December 10, 2012	5.400	%		475,340		—
November 30, 2013 (1)	0.000	%		26,123		22,657
			$	2,249,997	$	48,656

(1) These instruments are non interest bearing loans from a local government authority. As such, the Company recognized a discount on the face value of the loans at inception to adjust the carrying value to the fair value. Fair value was calculated using the net present value of the loans, at an assumed interest rate of 14%. The amount of the discount, being $40,865 in the year ended December 31, 2008 is included on the statement of operations under the caption “Interest and other expense, net.” The discounts are being amortized over the life of the loans using the effective interest method, with interest expense being recorded as an expense in the related period. The Company recognized interest expense to amortize the discounts in the amount of $7,336 and $Nil in the years ended December 31, 2009 and 2008, respectively.

F-21

Anhui Taiyang Poultry Company, Ltd.

Notes to Consolidated Financial Statements

(Expressed in United States dollars)

Years ended December 31, 2009 and 2008

14.	Subsidy income:
	From time to time, the Company receives subsidies from the PRC government. Subsidies used for current period expenditures are recognized as income in the period in which the benefit from the subsidy is realized by the Company. Certain of the subsidies are earmarked for particular capital improvement projects, and the completed projects must be approved by the government to ensure specifications were met. Subsidies that relate to depreciable property and equipment are recorded as an offset to the related capital accounts to which the subsidy relates.
	The Company defers amounts received pursuant to capital subsidies until the projects are approved, at which time the deferred balances are recorded as an offset to the related capital accounts. As of December 31, 2009 and 2008, deferred subsidy funds received were $Nil and $717,954, respectively.
	During the years ended December 31, 2009 and 2008, the Company recognized subsidy income of $339,981 and $Nil, respectively. During 2009, the Company recorded capital subsidies in the amount of $1,853,557 which were offset against the cost of the capital assets.
15.	Share capital:
	The Company’s share capital is in the form of paid in capital, and is not issued in the form of unit shares, as is common in the PRC. Activity related to share capital since inception of the Company is as follows:

	RMB		USD
Balance at December 31, 2007 (1)		12,000,000		1,441,355
2008 activity		—		—
Balance at December 31, 2008		12,000,000		1,441,355
2009 activity (2)		30,000,000		4,385,644
Balance at December 31, 2009		42,000,000		5,826,999

(1)	The initial capital contribution in May 1996 was comprised of assets of $1,441,355 (RMB 12,000,000).
(2)	During September 2009, additional cash contributions were made as follows: Wu Qiyou contributed $4,210,218 (RMB 28,800,000), Wu Qida contributed $87,713 (RMB 600,000), and Chen Beihuang contributed $87,713 (RMB 600,000).

Because the Company’s capital stock is in the form of registered capital value, and not in the form of unit shares, the Company does not report earnings (loss) per share.

Holders of registered capital are entitled to vote in proportion to their ownership of the outstanding registered capital Holders of registered capital are entitled to receive ratably, dividends when, as, and if declared by the Company’s board of directors out of funds legally available for that purpose and, upon the Company’s liquidation, dissolution, or winding up, are entitled to share ratably in all assets remaining after payment of liabilities and payment of accrued dividends, if any. Holders of common stock have no preemptive rights and have no rights to convert their registered capital into any other form of equity. The outstanding common stock is duly authorized and validly issued and fully-paid. The Company’s registered capital has been fully paid up and cannot be reduced during the term of operation of the Company without approval from the PRC government authorities.

F-22

Anhui Taiyang Poultry Company, Ltd.

Notes to Consolidated Financial Statements

(Expressed in United States dollars)

Years ended December 31, 2009 and 2008

15.	Share capital (continued):
	The Company does not have (a) any classes of preferred stock authorized, issued or outstanding, (b) any employee stock option or stock incentive plans, or (c) any outstanding stock warrants or other stock purchase rights.
16.	Interest and other expense (net):
	The Company earns interest income on cash balances and short term investments. The Company recognizes interest expense on loans payable, and for bank charges related to its cash accounts. Interest and other expense

	2009			2008
Interest income	$	(73,680	)	$	(99,990	)
Interest expense		536,573			476,646
Bank fees		77,598			18,075
Discounts from fair value on initial recognition of long term non-interest bearing loans		—			(42,785	)
Amortization of debt discount		9,291			—
Imputed interest expense		5,142			—
	$	554,924		$	351,946

The Company capitalizes interest on loans related to construction projects in progress. During the years ended December 31, 2009 and 2008, the Company capitalized interest expense in the amount of $321,981 and $262,139, respectively.

17.	Financial instruments:
(a)		Fair value of financial instruments:
		The Company utilizes ASC Topic 820 fair value measurement accounting guidance, which defines fair value, establishes a framework for measuring fair value and expands disclosure requirements about fair value measurements. This guidance also defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy prescribed by this standard contains three levels as follows:
		●	Level 1: inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
		●	Level 2: inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
		●	Level 3: inputs to the valuation methodology are unobservable and significant to the fair value measurement.

F-23

Anhui Taiyang Poultry Company, Ltd.

Notes to Consolidated Financial Statements

(Expressed in United States dollars)

Years ended December 31, 2009 and 2008

17.	Financial instruments (continued):
(a)		Fair value of financial instruments (continued):
		The Company values certain loans payable at fair market value which do not have a stated interest rate using a discount on the face value of the loan at inception to adjust the carrying value to the fair value. Fair value is calculated using the net present value of the loan, and the amount of the discount is included on the statement of operations under the caption “Interest and other expense, net.” The discount is amortized over the life of the loan using the effective interest method, with interest expense being recorded as an expense in the related period. As of December 31, 2009 and 2008, the value of such instruments included in “Loans payable, current portion” was $Nil and $13,223, respectively. As of December 31, 2009 and 2008, the value of such instruments included in “Loans payable, long term por tion” was $56,117 and $48,656, respectively.
		The Company’s financial instruments consist of cash and cash equivalents, trade accounts receivable, loans receivable, other receivables, prepaid and other current assets, amounts due from/to related parties, trade accounts payable and accrued liabilities, other accounts payable, and current loans payable. The fair values of these financial instruments approximate their carrying values due to the relatively short-term maturity of these instruments. Cash has been valued using the market value technique.
(b)		Interest rate and concentration of credit risks
		Financial instruments that potentially subject the Company to concentrations of credit risks consist principally of cash and accounts and other receivables. To minimize the interest rate and credit risk, the Company places cash with high credit quality financial institutions located in the PRC.
		Credit risk from accounts receivable results from the risk of customer non-payment. Management, on an ongoing basis, monitors the level of accounts receivable attributable to each customer, and the length of time each account is outstanding. When necessary, management takes appropriate action to follow up on balances considered at risk.
		During the years ended December 31, 2009 and 2008, sales to the Food Unit’s top five customers accounted for 86% and 79%, respectively, of the unit’s total sales. Additionally, during the year ended December 31, 2009, 56% of the Food Unit’s sales were made to one customer. No sales were made to this customer in the year ended December 31, 2008. There is no guarantee that any of these customers will continue to buy from the Company, and loss of any of these major customers would have a material adverse effect on the Company’s results of operations.
		During the year ended December 31, 2009, the Feed Unit had only an immaterial amount of sales to external customers. During 2008, the Feed Unit made sales to one primary external customer. This relationship was terminated during the end of 2008.
		During the years ended December 31, 2009 and 2008, the Breeding Unit made sales to one customer representing 28% and 12%, respectively, of the unit’s total sales for the respective period.

F-24

Anhui Taiyang Poultry Company, Ltd.

Notes to Consolidated Financial Statements

(Expressed in United States dollars)

Years ended December 31, 2009 and 2008

17.	Financial instruments (continued):
(c)		Foreign currency risk
		The Company uses the US dollar as its reporting currency for these financial statements, while nearly all of the Company’s transactions are denominated in RMB. Revenues and expenses are translated into US dollars using average exchange rates for the period, and assets and liabilities are translated using the exchange rate at the end of the period. All resulting exchange differences arising from the translation are included as a separate component in accumulated other comprehensive income. Consequently, the Company’s unrealized exchange gain (loss) on translation of functional currency to reporting currency is subject to fluctuations in the exchange rate between the RMB and the US dollar in each reporting period. The Company does not hedge its exposure to currency fluctuations.
		The following exchange rates are applied for the Company’s financial statements as at and for the years ended December 31, 2009 and 2008:

	2009		2008
Period end rate		6.8372		6.8542
Period average rate		6.8409		6.9622
Period high rate		6.8585		7.3141
Period low rate		6.8226		6.8216

(d)	Liquidity Risk
	Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s objective to managing liquidity risk is to ensure that it has sufficient liquidity available to meet its liabilities when they become due. The Company uses cash to settle its financial obligations as they fall due. The ability to do this relies on the Company collecting its accounts receivables in a timely manner and by maintaining sufficient cash on hand through equity financing and bank loans.
(e)	Commodity Risk
	Profitability in the poultry industry is materially affected by the supply of parent breeding stocks and the commodity prices of feed ingredients, including corn, soybean cake, and other nutrition ingredients from numerous sources, mainly from wholesalers who collect the feed ingredients directly from farmers. As a result, the industry is subject to wide fluctuations and cycles. The Company does not currently use derivative financial or hedging instruments to reduce our exposure to various market risks related to commodity purchases

F-25

Anhui Taiyang Poultry Company, Ltd.

Notes to Consolidated Financial Statements

(Expressed in United States dollars)

Years ended December 31, 2009 and 2008

18.	Tax matters:
	(a)	Income tax
		Statutorily, the Company is subject to income taxes in the PRC on its taxable income at a tax rate in accordance with the relevant income tax laws. However, beginning in 2006 the Company has received an agricultural tax exemption from the PRC government whereby the Company has not been subject to corporate income taxes during this period. Accordingly, the Company did not recognize any income tax expense during the years ended December 31, 2009 or 2008. The exemption relates to unprocessed agricultural products and is granted by the relevant taxing authority on a year-by-year basis. There is no stated expiration to the exemption, and while the Company expects to continue to receive favorable tax treatment, changes in government policy could results in the Company being required to pay income taxes.
		The Company conducts substantially all of its business in China. China currently has tax laws related to various taxes imposed by both federal and regional governments. Applicable taxes include value added tax, corporate income tax, payroll or social taxes and others. Laws related to these taxes have not been effective for an extended period of time compared to laws of more developed countries. The implementation of regulations is frequently unclear and their application is sometimes inconsistent or non-existent. Conflicting opinions about interpretation and application often exist among and within government ministries and organizations creating uncertainties and conflict.
		Tax declarations, together with other legal compliance areas, such as customs and currency controls are subject to review and investigation by various agencies and authorities, who are enabled by law to impose very severe fines, penalties and interest charges. These facts create tax risks in China substantially more significant than typically found in countries with more developed tax systems and structures. Various tax authorities could take differing positions on interpretive issues and the effect could be significant. The fact that a year has been reviewed does not close that year, or any tax declaration applicable to that year, from future review and assessment by tax authorities.
		On March 16, 2007, the PRC introduced the new Enterprise Income Tax Law of the People’s Republic of China which came into force on January 1, 2008. Among other measures, the new Tax Law introduces a 25% tax rate for Foreign Invested Enterprises, and domestic enterprises, with some reduced rates for qualified small companies. Although certain existing preferential tax policies, including those previously applicable to Foreign Invested Entities will be eliminated in the future, most existing preferential tax incentives previously granted will continue to be grandfathered for up to five years.
		The new Tax Law also imposes a new 10% withholding tax on all dividends paid by PRC companies to non-PRC shareholders and contains rules governing such matters as international transfer pricing.
	(b)	Value added tax
		The Company is subject to value added tax (“VAT”) on products that it sells within the PRC. VAT payable is netted against VAT paid on purchases. Certain of the Company’s products, including duck eggs, seedlings, and feed products, are exempted from VAT as a result of government agricultural incentives.

F-26

Anhui Taiyang Poultry Company, Ltd.

Notes to Consolidated Financial Statements

(Expressed in United States dollars)

Years ended December 31, 2009 and 2008

19.

Appropriated Retained Earnings:

According to PRC corporate law, the Company is required each year to appropriate 10% of its after tax income as reported in its financial statements, prepared in accordance with PRC GAAP, to the statutory common reserve fund until the fund reaches 50% of the Company’s registered capital. This fund can be used to make up for any losses incurred in the future or be converted into paid-in capital, provided that the fund does not fall below 50% of registered capital. Transfers to the Company’s appropriated retained earnings were as follows:

	2009		2008
Balance, beginning of year	$	680,702	$	101,332
Appropriation of statutory reserve		461,582		579,370
Balance, end of year	$	1,142,284	$	680,702

20.	Commitments and contingencies:
	(a)	Commitments
		The Company leases certain of its facilities pursuant to non-cancellable lease agreements expiring at various times through 2037. The amount of rent on these facilities is not fixed, but is based on the government stipulated market price of grains multiplied by the grain yield per mu (approximately 0.667 hectares). Because future rents on these facilities depends upon unknown future market and production factors, the amount of future commitment cannot be quantified.
	(b)	Contingencies
		The Company has paid a deposit in the amount of $351,021 to acquire land use rights for the location on which is building a new organic fertilizer plant. The Company has also prepaid $144,552 against equipment to be installed in the plant. The Company expects have the land use rights transferred to them upon completion of construction of the new plant in 2010.
		The Company regularly uses contract farmers to incubate ducks to be used for commercial processing. The Company pays the farmers a fixed fee per Duck when the duck has matured, which is after approximately 60 days.
		On August 29, 2008, the Company entered into a Consulting Agreement with Thornhill Capital LLC (“Thornhill”) pursuant to which Thornhill agreed to (i) assist the Company with preparing its business plan, (ii) provide advice and assistance in negotiating terms of any investment, financing transaction, or transaction in which the Company’s stock would become publicly traded, and (iii) provide legal, accounting, and other professional service assistance in connection with any such transaction. The agreement calls for Thornhill to receive compensation of (i) $15,000 per month for a maximum of six months, (ii) 5% of the proceeds of any financing, and (iii) 10% of the shares of any new joint venture formed as a result of Thornhill’s performance, or of the public entity if the Company becomes publicly listed.
		During the year ended December 31, 2009, the Company borrowed $1,462,587 from a banking institution, and subsequently made the loan to an unrelated third party in the amount of $877,552. The third party pledged its assets to the bank as security for the loan. The loan receivable does not have a stated maturity date or interest rate.

F-27

Anhui Taiyang Poultry Company, Ltd.

Notes to Consolidated Financial Statements

(Expressed in United States dollars)

Years ended December 31, 2009 and 2008

20.	Commitments and contingencies (continued):
	(b)	Contingencies (continued)
		The Company does not maintain product liability insurance, and property and equipment insurance does not cover the full value of our property and equipment, which leaves the Company with exposure in the event of loss or damage to its properties or claims filed against the Company.
21.	Segmented and Geographical Information:
	The Company is structured and evaluated by its board of directors and management into three distinct business lines:
	●	Breeding Unit – breeds, hatches, and cultivates ducklings for resale and processing by Food Processing Unit
	●	Feed Unit – produces duck feed for internal use and external sale
	●	Food Processing Unit – processes ducklings into frozen raw food product for commercial resale.
	Results of operations for the year ended December 31, 2009 by business unit were:

						Food		Public
	Breeding		Feed			Processing		Transaction
	Unit		Unit			Unit		Costs			Consolidated
Revenues (1)	$	7,704,942	$	50,592		$	21,104,165	$	—		$	28,859,699
Cost of goods sold (1)		5,487,042		174,854			19,008,589		—			24,670,485
Gross Profit		2,217,900		(124,262	)		2,095,576		—			4,189,214
Sales and marketing expenses		55,310		100			15		—			55,425
General and administrative expenses		1,098,660		54,252			46,125		148,750			1,347,787
Operating profit	$	1,063,930	$	(178,614	)	$	2,049,436	$	(148,750	)	$	2,786,002

(1) Revenues and cost of goods sold reflect only sales to external customers. During the year ended December 31, 2009, the Feed Unit made sales of duck feed product to the Breeding Unit totaling $12,387,362, and the Food Unit made sales of food products to the Breeding Unit totaling $51,137. These amounts have been eliminated for purposes of these financial statements.

F-28

Anhui Taiyang Poultry Company, Ltd.

Notes to Consolidated Financial Statements

(Expressed in United States dollars)

Years ended December 31, 2009 and 2008

21.	Segmented and Geographical Information (continued):
	Results of operations for the year ended December 31, 2008 by business unit were:

					Food			Public
	Breeding		Feed		Processing			Transaction
	Unit		Unit		Unit			Costs			Consolidated
Revenues	$	9,608,988	$	20,206,867	$	8,047,364		$	—		$	37,863,219
Cost of goods sold		4,035,797		17,853,228		8,136,765			—			30,025,790
Gross Profit		5,573,191		2,353,639		(89,401	)		—			7,837,429
Sales and marketing expenses		154,375		1,504		8,305			—			164,184
General and administrative expenses		865,414		173,815		95,068			60,000			1,194,297
Operating profit	$	4,553,402	$	2,178,320	$	(192,774	)	$	(60,000	)	$	6,478,948

(1)	Revenues and cost of goods sold reflect only sales to external customers. During the year ended December 31, 2008, the Feed Unit made sales of duck feed product to the Breeding Unit totaling $11,025,156, the Food Unit made sales of food products to the Breeding Unit totaling $27,591, and The Breeding Unit made sales of ducks to the Food Unit in the amount of $18,885. These amounts have been eliminated for purposes of these financial statements.
During the year ended December 31, 2009, the Feed Unit made minimal sales to external customers. During 2008, the Feed Unit made sales to one primary external customer. This relationship was terminated during the end of 2008 and the Feed Unit focused on supplying the Breeding Unit internally.
The Food Unit realized an operating loss during the year ended December 31, 2008, which was its first full year of operation.
During the years ended December 31, 2009 and 2008, all of the Company’s sales were to customers located in the PRC.

F-29

Anhui Taiyang Poultry Company, Ltd.

Notes to Consolidated Financial Statements

(Expressed in United States dollars)

Years ended December 31, 2009 and 2008

21.	Segmented and Geographical Information (continued):
	Interest and depreciation expense for the years ended December 31, 2009 and 2008 by business unit were:

						Food
		Breeding		Feed		Processing			Corporate
	Year	Unit		Unit		Unit			Assets		Consolidated
Interest expense	2009	$	260,164		240,912		53,848			—	$	554,924
	2008		60,802		296,430		(5,286	)		—		351,946
Depreciation expense	2009		218,166		61,166		237,449			—		516,781
	2008		255,500		56,610		127,766			—		439,876

All of the Company’s assets are located in the PRC. The Company’s identifiable assets by business unit as of December 31, 2009 and 2008 were as follows:

					Food
	Breeding		Feed		Processing		Corporate
	Unit		Unit		Unit		Assets		Consolidated
As of December 31, 2009	$	23,155,434	$	2,251,135	$	11,622,561	$	590,766	$	37,619,896
As of December 31, 2008		18,304,480		2,243,680		12,479,410		693,063		33,720,633

22.	Subsequent events:
	On February 8, 2010, the Company entered into an agreement with Laidlaw & Company (UK) Ltd. (“Laidlaw”) which calls for Laidlaw to assist the Company in raising $10-30 million. In addition to the principal capital raise, the agreement calls for Laidlaw to raise a bridge loan of up to $600,000 to pay for legal, audit, and other expenses in connection with the Public Transaction, and to provide advice with respect to structuring and negotiating the terms of the securities offered in any transaction. The agreement calls for Laidlaw to receive compensation in the form of 8% of the cash proceeds of any funds raised, plus a warrant to purchase 8% of the shares issued in any offering at an exercise price equal to the conversion price of warrants issued to investors in an offering. The agreement terminates on closing of a finan cing, or 90 days from the date which the Company has met all regulatory and legal requirements to actively be in the market to raise capital.
	On March 1, 2010, the Company issued debentures in the aggregate principal amount of $600,000 to various investors, the proceeds of which are to be applied to the legal, accounting, and other costs associated with the Company completing a transaction whereby it intends to become listed on a United States stock exchange through a reverse merger with a publicly traded shell company. The debentures bear interest at a rate of 15% per annum, and mature on the earlier of September 30, 2010 or the completion of a financing of at least $10,000,000 by the Company. The debentures are convertible, at the sole option of the holder, into shares of the Company at a price equal to a 25% discount to the price of any new financing. Each debenture holder also will receive the equivalent of one share of the public entity for each dollar invested in the d ebenture.
	Since December 31, 2010, the Company extended approximately $9.2 million in current bank loans that matured subsequent to December 31, 2009 (see note 13).

F-30

EX-9.01.A.2

Exhibit 9.01(a)(2)

Schwartz Levitsky Feldman llp

CHARTERED ACCOUNTANTS

LICENSED PUBLIC ACCOUNTANTS

TORONTO  ·  MONTREAL

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Dynamic Ally, Ltd.

We have reviewed the accompanying interim consolidated balance sheet of Dynamic Ally, Ltd. (the “Company”) as of June 30, 2010, and the related interim consolidated statements of operations, comprehensive income, cash flows and changes in stockholders’ equity for the three and six month periods ended June 30, 2010 and 2009. These interim consolidated financial statements are the responsibility of the Company’s management.

We conducted our reviews in accordance with standards established by the Public Company Accounting Oversight Board (United States). A review of consolidated financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to the interim consolidated financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with auditing standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Dynamic Ally, Ltd. as of December 31, 2009 and 2008 and the related consolidated statements of operations, comprehensive income, cash flows and changes in stockholders’ equity for the years then ended (not presented herein) and in our report dated June 10, 2010, we expressed an unqualified opinion on those consolidated financial statements.

Note 1 of the Company’s audited financial statements as of December 31, 2009 and 2008 and for the years then ended disclosed that the Company had serious working capital deficiencies in 2009 and 2008. Our auditor’s report on those financial statements includes an explanatory paragraph referring to those matters in note 1 of those financial statements and indicating that these matters raised substantial doubt about the Company’s ability to continue as a going concern. As indicated in note 1 of the Company’s unaudited interim financial statements as of June 30, 2010 and June 30, 2009, and for the three and six month periods then ended, the Company was still unable to rectify its working capital deficiency as of June 30, 2010. The accompanying interim financial statements does not include any adjustment that might result from the outcome of this uncertainty.

/s/SCHWARTZ LEVITSKY FELDMAN LLP
Toronto, Ontario, Canada	Chartered Accountants
September 1, 2010	Licensed Public Accountants

F-31

Dynamic Ally, Ltd.

Interim Consolidated Balance Sheets

(Expressed in United States Dollars)

(Unaudited)

	June 30,		December 31,
	2010		2009
	(unaudited)		(audited)
ASSETS
Current assets
Cash and cash equivalents	$	1,859,417	$	605,392
Trade accounts receivable, net (note 3)		3,331,053		972,528
Loans receivable (note 4)		3,026,839		2,816,943
Inventories, net (note 5)		2,861,977		1,787,565
Prepaid and other current assets (note 6)		1,778,361		902,361
Proceeds receivable from sale of fertilizer plant (note 17)		1,845,106		—
Due from related parties (note 7)		376,119		765,698
Total current assets		15,078,872		7,850,487
Construction in progress		4,665,664		5,605,197
Property, plant and equipment, net (note 8)		14,351,228		12,963,639
Land use rights (note 9)		10,500,689		10,545,893
Other long term assets (note 10)		1,949,507		654,680
Total assets	$	46,545,960	$	37,619,896
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Trade accounts payable and accrued expenses (note 11)	$	2,345,139	$	4,505,521
Other accounts payable (note 12)		5,988,585		4,741,311
Loans payable, current portion (note 13)		13,659,196		11,408,179
Convertible loan payable (note 13)		608,967		—
Total current liabilities		22,601,887		20,655,011
Loans payable, long term portion (note 13)		5,989,325		2,249,997
Total liabilities		28,591,212		22,905,008
Going concern (note 1)
Commitments and contingencies (note 21)
Stockholders’ equity
Common stock, par value $1.00, 50,000 shares authorized, 10,000 shares issued and outstanding (note 15)		10,000		10,000
Retained earnings		17,439,833		14,277,203
Cumulative translation adjustment		504,915		427,685
Total equity		17,954,748		14,714,888
Total liabilities and shareholders’ equity	$	46,545,960	$	37,619,896

The accompanying notes form an integral part of these interim consolidated financial statements.

F-32

Dynamic Ally, Ltd.

Interim Consolidated Statements of Operations and Comprehensive Income

(Expressed in United States Dollars)

(Unaudited)

	Six months ended June 30,						Three months ended June 30,
	2010			2009			2010			2009
Revenues	$	19,646,570		$	7,268,909		$	11,961,368		$	3,231,587
Cost of goods sold		16,221,751			6,298,086			10,046,233			2,996,426
Gross Profit		3,424,819			970,823			1,915,135			235,161
Sales and marketing expenses		22,860			30,787			12,660			28,264
General and administrative expenses		1,324,147			579,806			644,545			117,524
Operating profit		2,077,812			360,230			1,257,930			89,373
Other income (note 17)		1,772,121			(18,519	)		1,772,121			(18,519	)
Subsidy income (note 14)		108,543			108,137			73,528			108,137
Interest expense, net (note 16)		(805,948	)		(307,144	)		(422,783	)		(269,984	)
Operating income before income taxes		3,152,528			142,704			2,680,796			(90,993	)
Income tax expense (note 19)		—			—			—			—
Net income	$	3,152,528		$	142,704		$	2,680,796		$	(90,993	)
Comprehensive income:
Net income	$	3,152,528		$	142,704		$	2,680,796		$	(90,993	)
Foreign currency translation adjustment		77,230			10,760			74,840			2,116
Comprehensive income	$	3,229,758		$	153,464		$	2,755,636		$	(88,877	)
Earnings (loss) per share:
Basic and diluted	$	315.25		$	14.27		$	268.08		$	(9.10	)
Weighted average number of common shares outstanding:
Basic and diluted (note 15)		10,000			10,000			10,000			10,000

The accompanying notes form an integral part of these interim consolidated financial statements.

F-33

Dynamic Ally, Ltd.

Interim Consolidated Statements of Cash Flows

(Expressed in United States Dollars)

(Unaudited)

	Six months ended June 30,
	2010			2009
Cash provided (used for):
Operating activities:
Net income for the year	$	3,152,528		$	142,704
Items not affecting cash:
Depreciation and amortization		469,489			270,097
Gain on sale of assets		(877,874	)		—
Interest expense allocated to debt		27,686			4,447
Changes in non-cash working capital:
Trade accounts receivable		(2,345,448	)		25,332
Other accounts receivable		(197,308	)		(564,067	)
Inventories		(1,062,829	)		(424,624	)
Prepaid and other current assets		(913,125	)		(1,736,535	)
Due from related parties		391,295			(151,272	)
Trade accounts payable and accrued expenses		(2,169,533	)		100,158
Other accounts payable		1,222,671			1,448,836
Net cash used in operating activities		(2,302,448	)		(884,924	)
Investing activities:
Cash proceeds from sale of fertilizer plant		2,048,371			—
Deposit against long term equity investment		(1,463,122	)		—
Deposits against equipment and land use rights		(772,333	)		(93,377	)
Capitalized interest expense		(121,175	)		(184,478	)
Purchase of property and equipment		(2,644,147	)		(1,937,045	)
Net cash used in investing activities		(2,952,406	)		(2,214,900	)
Financing activities:
Borrowings under bank loans payable		14,680,551			10,068,389
Repayments under loans payable		(8,178,852	)		(6,919,278	)
Net cash provided by financing activities		6,501,699			3,149,111
Effect of exchange rate difference on cash and cash equivalents		7,180			937
Net increase in cash and cash equivalents		1,254,025			50,224
Cash and cash equivalents, beginning of period		605,392			693,063
Cash and cash equivalents, end of period	$	1,859,417		$	743,287
Supplementary information:
Interest and finance charges paid	$	921,083		$	487,176
Discount on convertible note payable		44,671			—

The accompanying notes form an integral part of these interim consolidated financial statements.

F-34

Dynamic Ally, Ltd.

Interim Consolidated Statements of Shareholders’ Equity

(Expressed in United States Dollars)

(Unaudited)

					Cumulative		Total
	Share		Retained		Translation		Shareholders’
	Capital		Earnings		Adjustment		Equity
Balance as at December 31, 2009	$	10,000	$	14,277,203	$	427,685	$	14,714,888
Imputed interest income charged to additional paid in capital of variable interest entity		—		10,102		—		10,102
Net income of variable interest entity for six months ended June 30, 2010		—		3,152,528		—		3,152,528
Appropriation of statutory reserve		—		—		—		—
Foreign currency translation adjustment for the year		—		—		77,230		77,230
Balance as at June 30, 2010	$	10,000	$	17,439,833	$	504,915	$	17,954,748

The accompanying notes form an integral part of these interim consolidated financial statements.

F-35

Dynamic Ally, Ltd.

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

June 30, 2010 and 2009

1.	Nature of Business Operations:
(a)	Business
	The financial statements presented herein reflect the consolidated financial results as at June 30, 2010 and for the three and six months ended June 30, 2010 and 2009 of Dynamic Ally Ltd. (“Dynamic Ally” or the “Company”), its wholly owned subsidiary Ningguo Taiyang Incubation Plant Co., Ltd. (“Ningguo”), and Anhui Taiyang Poultry Co., Ltd. (“Taiyang”), a variable interest entity controlled by the Company as a result of the agreements described in Note 2(a). All significant intercompany transactions and balances have been eliminated upon consolidation.
	Dynamic Ally was incorporated in the British Virgin Islands on March 2, 2010. On May 25, 2010, Dynamic Ally formed Ningguo, a wholly foreign owned enterprise (“WFOE”) established in the People’s Republic of China (“China” or the “PRC”). Dynamic Ally owns 100% of the capital stock of Ningguo. On May 26, 2010, Ningguo entered into a series of contractual agreements with Taiyang, a company incorporated under the laws of the PRC, and its three owners, in which Ningguo effectively assumed management of the business activities of Taiyang and has the right to appoint all executives and senior management and the members of the board of directors of Taiyang. The contractual arrangements are comprised of a series of agreements, including a Consulting Services Agreement and Operating Agreement, through wh ich Ningguo has the right to advise, consult and manage Taiyang and its business operations for a quarterly consulting fee equal to all of Taiyang’s quarterly net profit. Dynamic Ally will receive distributions from its consolidated affiliates only to the extent service fees are paid to Ningguo under these series of agreements and further distributed as dividends or other shareholder distributions by Ningguo. To secure payment of the service fees, Taiyang’s shareholders have pledged their rights, titles and equity interest in Taiyang as security for Ningguo to collect the consulting fee from Taiyang through an Equity Pledge Agreement. In order to further reinforce Ningguo’s rights to control and manage Taiyang, Taiyang’s shareholders have granted Ningguo the exclusive right to exercise their voting rights pursuant to a Voting Rights Proxy Agreement, as well as the exclusive right and option to acquire all of their equity interests in Taiyang through an Option Agreement.
	The contractual arrangements completed in May 2010 provide that Dynamic Ally has controlling interest in Taiyang as defined by FASB Accounting Standards Codification (“ASC”) 810, “Consolidation”, Section 10-15, “Variable Interest Entities”., which requires the Company to consolidate the financial statements of Ningguo and Taiyang.
	Accordingly, the financial statements presented herein reflect the consolidated financial results of Dynamic Ally, Ningguo, and Taiyang as at June 30, 2010 and for the three and six months ended June 30, 2010 and 2009 on a retroactive basis since May 2006, which is the date that Taiyang was established and started operations. These financial statements should be read in conjunction with the audited financial statements of Taiyang for the year ended December 31, 2009. The interim operating results are not necessarily indicative of results to be expected for the entire year. For the period ended June 30, 2010, the Company has used the same significant accounting policies and estimates for the year ended December 31, 2009.
	The Company, through Taiyang, raises, processes and markets ducks and duck related food products through three business lines:

● Breeding Unit – breeds, hatches, and cultivates ducklings for resale and for processing by the Food Unit

● Feed Unit – produces duck feed for internal use and external sale

● Food Unit – processes ducklings into frozen raw food product for commercial resale.

F-36

Dynamic Ally, Ltd.

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

June 30, 2010 and 2009

1.	Nature of Business Operations (continued):
(a)	Business (continued)
	On March 1, 2010, the Company issued debentures in the aggregate principal amount of $650,000 to various investors, the proceeds of which are to be applied to the legal, accounting, and other costs associated with the Company completing a transaction whereby it intends to become listed on a United States stock exchange through a reverse merger with a publicly traded shell company (the “Public Transaction”). The debentures bear interest at a rate of 15% per annum, and mature on the earlier of September 30, 2010 or the completion of a financing of at least $10,000,000 by the Company. The debentures are convertible, at the sole option of the holder, into shares of the Company at a price equal to a 25% discount to the price of any new financing. Each debenture holder also will receive the equivalent of one share of the public e ntity for each dollar invested in the debenture (see note 13(c)).
(b)	Going concern
	The Company realized net income of $3,152,528 and $142,704 in the six months ended June 30, 2010 and 2009, respectively, and net income of $2,489,323 and $5,961,391 in the years ended December 31, 2009 and 2008, respectively. As of June 30, 2010, the Company had retained earnings of $11,607,590 (of which $1,142,284 were appropriated as reserves pursuant to the Company’s articles of incorporation), and cash balances in the amount of $1,859,417. Notwithstanding the Company’s history of profits and retained earnings, the Company has serious working capital deficiencies in the amount of $7,523,015 as of June 30, 2010 and $12,804,524 as of December 31, 2009, arising primarily from the Company’s practice of borrowing funds in the form of both short and long term bank loans payable to supplement government grants to fund its capital expansion projects, which include modernization of the current breeding facilities, and construction of a new organic fertilizer plant that was sold in May 2010. The Company believes that it will be able extend a substantial portion of its current loans payable, or issue new debt or equity to repay loans that come due during the remainder of 2010. The Company has already extended or replaced approximately $10.4 million in current bank loans that matured since December 31, 2009. Additionally, the Company expects to attempt to raise between $7.5-9 million in connection with the Public Transaction (see note 21(b)). The balance of the Company’s working capital deficiency is expected to be eliminated from future profitable operations. The Company believes that the refinancing strategies referred to above would mitigate the serious deficiencies in working capital as of June 30, 2010 and December 31, 2009.
(c)	Accounting Standards Codification
	In June 2009, the Financial Accounting Standards Board (“FASB”) issued a statement establishing the FASB Accounting Standards Codification (the “FASB ASC” or the “Codification”). Effective for interim and annual periods ended after September 15, 2009, the Codification became the source of authoritative U.S. generally accepted accounting principles (“US GAAP”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the United States Securities and Exchange Commission (the “SEC”) under authority of federal securities laws are also sources of authoritative US GAAP for SEC registrants. This statement did not change existing US GAAP, and as such, did not have an impact on the financial statements. Where applicable, the Company has update d its references to US GAAP, in order to reflect the Codification.

F-37

Dynamic Ally, Ltd.

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

June 30, 2010 and 2009

2.	Significant accounting policies:
	(a)	Basis of presentation:
		Subsidiaries are entities controlled by the Company. Control exists when the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that presently are exercisable are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. These financial statements have been prepared by management in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the accounts of Dynamic Ally, Ningguo, and Taiyang. All intercompany balances and transactions have been eliminated upon consolidation. The three operating entities of Taiyang all resid e within the same legal entity, and are evaluated as separate units for management’s internal purposes.
		The basis of accounting differs in certain material respects from that used for the preparation of the books and records of the Company, which are prepared in accordance with accounting principles and relevant financial regulations applicable to limited liability enterprises established in the PRC (“PRC GAAP”), the accounting standard used in the place of its domicile.
	(b)	Use of estimates:
		The preparation of financial statements in conformity with US GAAP requires management at the date of the financial statements 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. Significant areas requiring the use of estimates include estimating allowance for doubtful accounts, estimating the net realizable value of inventory, the future cash flows for assessing the net recoverable amount of long-lived assets, and accrued liabilities. Actual results may differ from those estimates.
	(c)	Risks of doing business in China:
		The Company is subject to the consideration and risks of operating in the PRC. These include risks associated with the political and economic environment, foreign currency exchange and the legal system in China.
		The economy of China differs significantly from the economies of the “western” industrialized nations in such respects as structure, level of development, gross national product, growth rate, capital reinvestment, resource allocation, self-sufficiency, rate of inflation and balance of payments position, among others. Only recently has the China government encouraged substantial private economic activities. The Chinese economy has experienced significant growth in the past several years, but such growth has been uneven among various sectors of the economy and geographic regions. Actions by the PRC government to control inflation have significantly restrained economic expansion in the recent past.
		Similar actions by the PRC government in the future could have a significant adverse effect on economic conditions in China.

F-38

Dynamic Ally, Ltd.

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

June 30, 2010 and 2009

2.	Significant accounting policies (continued):
	(c)	Risks of doing business in China (continued):
		Many laws and regulations dealing with economic matters in general and foreign investment in particular have been enacted in China. However, China still does not have a comprehensive system of laws, and enforcement of the existing laws may be uncertain and sporadic.
		The Company’s operating assets and primary sources of income and cash flows originate in China. The China economy has, for many years, been a centrally planned economy, operating on the basis of annual, five-year and ten-year state plans adopted by central China governmental authorities, which set out national production and development targets. The China government has been pursuing economic reforms since it first adopted its “open-door” policy in 1978. There is no assurance that the China government will continue to pursue economic reforms or that there will not be any significant change in its economic or other policies, particularly in the event of any change in the political leadership of, or the political, economic or social conditions in China. There is also no assurance that the Company will not be adversely a ffected by any such change in governmental policies or any unfavourable change in the political, economic or social conditions, the laws or regulations, or the rate or method of taxation in China.
		As many of the economic reforms, which have been or are being implemented by China government are unprecedented or experimental, they may be subject to adjustment or refinement, which may have adverse effects on the Company. Further, through state plans and other economic and fiscal measures, it remains possible for the China government to exert significant influence on the China economy.
	(d)	Cash:
		Cash includes bank deposits and cash on hand.
	(e)	Allowance for doubtful accounts:
		The Company reports accounts receivable and other accounts receivable at net realizable value. The Company’s terms of sale provide the basis for when accounts become delinquent or past due. The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts. The Company’s estimate is based on historical collection experience and a review of the current status of accounts receivable.
	(f)	Inventory:
		Inventory is recorded at the lower of cost, determined using the weighted average costing method, and net realizable value. Cost includes purchased raw materials (primarily corn and other grains), breeding and incubation costs (primarily feed and contract grower pay), labor, and manufacturing and production overhead which are related to the purchase and production of inventories. The weighted-average method and includes invoice cost, duties and freight where applicable, plus direct labor applied to the product and an applicable share of manufacturing overhead. A provision for obsolescence for slow moving inventory items is estimated by management based on historical and expected future sales and is included in cost of goods sold.
	(g)	Biological assets:
		Biological assets are comprised of master breeding ducks that are treated as capitalized assets due to their ability to produce offspring that are also capable of breeding. These biological assets generally have a productive breeding period of approximately one year. The Company capitalizes these assets and amortizes their cost, which includes any cost to acquire the duck plus costs incurred for hatching and incubation, over a period of one year.

F-39

Dynamic Ally, Ltd.

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

June 30, 2010 and 2009

2.	Significant accounting policies (continued):
	(h)	Property, plant and equipment:
		Property, plant and equipment are carried at cost less allowance for accumulated depreciation. Depreciation is generally computed using the straight-line method over the estimated useful lives of the related assets. The depreciable basis for property, plant and equipment is original cost less estimated residual value, which does not exceed 5% of the cost. Upon retirement or sale, cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the statements of operations. The cost of normal maintenance and repairs is charged to operations as incurred. Material expenditures, which increase the life of an asset, are capitalized and depreciated over the estimated remaining life of the asset. Costs incurred prior to a capital project’s completion are reflected as construction in progress and are n ot depreciated until the asset is placed into service. The estimated service lives of property and equipment are as follows:

Production equipment	3-10 years
Transportation equipment	5-10 years
Office furniture and equipment	5 years
Building and building improvements	10-20 years

	Costs incurred prior to a capital project’s completion are reflected as construction in progress and are not depreciated until the asset is placed into service.
(i)	Construction in progress:
	Construction in progress is stated at cost, which comprises direct costs of design, acquisition, and construction of buildings, building improvements and land improvements. The Company also capitalizes interest on loans related to construction projects. Upon completion, construction in progress is transferred to its respective asset classification and is amortized upon being put into use.
(j)	Land use rights:
	All lands in the PRC are owned by the PRC government. The PRC government, according the relevant PRC law, may sell the right to use the land for a specific period of time. Land use rights are recorded at cost less accumulated amortization. Land use rights are amortized over 50 years, which are the terms established by the PRC government. The purpose of the land use is restricted by the PRC government. In the event that the land is used for purposes outside the scope of the purpose for which they were granted, the government could revoke such rights.
(k)	Impairment of long-lived assets:
	The Company monitors the recoverability of long-lived assets, based on estimates using factors such as expected future asset utilization, business climate and future undiscounted cash flows expected to result from the use of the related assets or to be realized on sale. The Company recognizes an impairment loss if the projected undiscounted future cash flows are less than the carrying amount, and the amount of the impairment charge is the excess of the carrying amount of the asset over the fair value of the asset.
(l)	Revenue recognition:
	The Company recognizes revenue when there is persuasive evidence of an arrangement, goods are shipped and title passes, collection is probable, and the fee is fixed or determinable. The Company records deferred revenue when cash is received in advance of the revenue recognition criteria being met.

F-40

Dynamic Ally, Ltd.

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

June 30, 2010 and 2009

2.	Significant accounting policies (continued):
	(m)	Research and development costs:
		Research and development costs are expensed as incurred. Equipment used in research and development is capitalized only if it has an alternative future use.
	(n)	Subsidy income:
		From time to time, the Company receives subsidies from the PRC government. Certain of the subsidies are earmarked for particular capital improvement and other projects, and the completed projects must be approved by the government to ensure specifications were met. The Company defers amounts received pursuant to these types of subsidies until the projects are approved, at which time the deferred balances are recorded as subsidy income on the statement of operations.
		Subsidies that are not subject to government approval are recognized as income in the period in which the benefit from the subsidy is realized by the Company. Subsidies that relate to depreciable property and equipment are recorded as an offset to the related capital accounts to which the subsidy relates.
	(o)	Income taxes:
		The Company is exempt from corporate income tax due to the nature of its business. Beginning 2006, the PRC government instituted a tax exemption policy for certain aspects of the agricultural industry. The Company’s business qualifies as tax exempt. The exemption relates to unprocessed agricultural products and is granted by the relevant taxing authority on a year-by-year basis. There is no stated expiration to the exemption, and while the Company expects to continue to receive favorable tax treatment, changes in government policy or the nature of the Company’s operations could result in the Company being required to pay income taxes.
	(p)	Foreign currency translation and comprehensive income:
		The Company’s functional or primary operating currency is the Chinese Renminbi (“RMB”). The Company’s financial statements are prepared in RMB before translating to the United States dollar (“USD”) for reporting purposes. The Company translates transactions in currencies other than the RMB at the exchange rate in effect on the transaction date. Monetary assets and liabilities denominated in a currency other than the RMB are translated at the exchange rates in effect at the balance sheet date. The resulting exchange gains and losses are recognized in earnings.
		Amounts transacted in RMB have been translated into USD as follows: assets and liabilities are translated at the rate of exchange in effect at the balance sheet date, equity items are translated at historical rates, and revenue and expense items are translated at the average rates for each period reported. Unrealized gains and losses resulting from the translation into the reporting currency are accumulated in accumulated other comprehensive income, a separate component of equity.
		The Company applies SFAS 130 “Reporting Comprehensive Income” (codified in FASB ASC Topic 220). Comprehensive income is comprised of net income and all changes to the statements of stockholders’ equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders.

F-41

Dynamic Ally, Ltd.

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

June 30, 2010 and 2009

2.	Significant accounting policies (continued):
	(q)	Statutory reserves:
		Statutory reserve refers to the amount appropriated from the net income in accordance with laws or regulations, which can be used to recover losses and increase capital, as approved, and, are to be used to expand production or operations. The Company’s articles of association, which are based on PRC corporate laws, prescribe that the Company must appropriate, on an annual basis, 10% of its after tax income as reported in its financial statements, prepared in accordance with PRC GAAP, to the statutory common reserve fund until the fund reaches 50% of the Company’s registered capital.
	(r)	Earnings per share:
		Basic earnings per share is computed by dividing net income attributable to the common shareholder of the Company by the weighted average number of common shares outstanding during the year. Diluted earnings per share is determined by adjusting the net income attributable to the common shareholder and the weighted average number of common shares outstanding for the effects of all dilutive potential common shares. Basic and diluted earnings per share are the same because the Company does not have any equity instruments that would impact the calculation of diluted earnings per share.
	(s)	Employee welfare benefits:
		Pursuant to PRC law, full-time employees of the Company are entitled to staff welfare benefits including medical care, welfare subsidies, unemployment insurance, and pension benefits through a PRC government-mandated multiemployer pension plan. The Company is required to contribute a portion of the employees’ salaries to the retirement benefit scheme to fund the benefits, which are charged to operations as incurred. The government reserves right to change rates retroactively, which may result in a contingent liability being recorded for previous years.
	(t)	Fair value of financial assets and liabilities:
		For certain of the Company’s financial instruments, including cash, restricted cash, accounts receivable, receivables on sales-type leases, other receivables, accounts payable, accrued liabilities and short-term debt, the carrying amounts approximate their fair values due to their short maturities.
		ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 820, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

● Level 1: inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

● Level 2: inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument

F-42

Dynamic Ally, Ltd.

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

June 30, 2010 and 2009

2.	Significant accounting policies (continued):
	(t)	Fair value of financial assets and liabilities (continued):

● Level 3: inputs to the valuation methodology are unobservable and significant to the fair value measurement.

	The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815.
(u)	Segment reporting:
	SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information” (codified in FASB ASC Topic 280) requires use of the “management approach” model for segment reporting. The management approach model is based on the method a company’s management uses to organize segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company. Management of the Company evaluates its operations based on three operating segments: Breeding Unit, Feed Unit, and Food Unit.
(v)	Statement of cash flows:
	In accordance with SFAS No. 95, “Statement of Cash Flows” (codified in FASB ASC Topic 230), cash flows from the Company’s operations are calculated based upon the local currencies. As a result, amounts related to assets and liabilities reported on the statement of cash flows may not necessarily agree with changes in the corresponding balances on the balance sheet.
(w)	Recently Adopted Accounting Standards:
	In October 2009, the FASB issued Accounting Standards Update (“ASU”) 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. This update addressed the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than a combined unit and will be separated in more circumstances that under existing US GAAP. This amendment has eliminated that residual method of allocation. Effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company does not expect the provisions of ASU 2009-13 to have a material effect on the financial position, results of operations or cash flows of the Company.
	In October 2009, the FASB issued an ASU regarding accounting for own-share lending arrangements in contemplation of convertible debt issuance or other financing. This ASU requires that at the date of issuance of the shares in a share-lending arrangement entered into in contemplation of a convertible debt offering or other financing, the shares issued shall be measured at fair value and be recognized as an issuance cost, with an offset to additional paid-in capital. Further, loaned shares are excluded from basic and diluted earnings per share unless default of the share-lending arrangement occurs, at which time the loaned shares would be included in the basic and diluted earnings-per-share calculation. This ASU is effective for fiscal years beginning on or after December 15, 2009, and interim periods within those fiscal years for arrang ements outstanding as of the beginning of those fiscal years. The adoption of this ASU did not have a material impact on the Company’s financial statements.

F-43

Dynamic Ally, Ltd.

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

June 30, 2010 and 2009

2.	Significant accounting policies (continued):
	(w)	Recently Adopted Accounting Standards (continued):
		In August 2009, the FASB issued an ASU regarding measuring liabilities at fair value. This ASU provides additional guidance clarifying the measurement of liabilities at fair value in circumstances in which a quoted price in an active market for the identical liability is not available; under those circumstances, a reporting entity is required to measure fair value using one or more of valuation techniques, as defined. This ASU is effective for the first reporting period, including interim periods, beginning after the issuance of this ASU. The adoption of this ASU did not have a material impact on the Company’s financial statements.
		On July 1, 2009, the Company adopted ASU No. 2009-01, “Topic 105 - Generally Accepted Accounting Principles - amendments based on Statement of Financial Accounting Standards No. 168 , “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles.” ASU No. 2009-01 re-defines authoritative GAAP for nongovernmental entities to be only comprised of the FASB ASC and, for SEC registrants, guidance issued by the SEC. The Codification is a reorganization and compilation of all then-existing authoritative GAAP for nongovernmental entities, except for guidance issued by the SEC. The Codification is amended to effect non-SEC changes to authoritative GAAP. Adoption of ASU No. 2009-01 only changed the referencing convention of GAAP in notes to the financial statements.
		In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)” (“SFAS 167”), codified as FASB ASC Topic 810-10, which modifies how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. SFAS 167 clarifies that the determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance. SFAS 167 requires an ongoing reassessment of whether a company is the primary beneficiary of a variable interest entity. SFAS 167 also requires additional disclosures about a company’s involvement in variable interest entities and any significant changes in risk exposure due to that involvement. SFAS 167 is effective for fiscal years beginning after November 15, 2009. The adoption of this statement did not have a material impact on the Company’s financial statements.
		In June 2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial Assets — an amendment of FASB Statement No. 140” (“SFAS 166”), codified as FASB Topic ASC 860, which requires entities to provide more information regarding sales of securitized financial assets and similar transactions, particularly if the entity has continuing exposure to the risks related to transferred financial assets. SFAS 166 eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets and requires additional disclosures. SFAS 166 is effective for fiscal years beginning after November 15, 2009. The Company does not believe the adoption of SFAS 166 will have an impact on its financial condition, results of operations or cash flows.
		In May 2009, the FASB issued SFAS No. 165, “Subsequent Events” (“SFAS 165”) codified in FASB ASC Topic 855-10-05, which provides guidance to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS 165 also requires entities to disclose the date through which subsequent events were evaluated as well as the rationale for why that date was selected. SFAS 165 is effective for interim and annual periods ending after June 15, 2009. SFAS 165 required that public entities evaluate and disclose subsequent events through the date that the financial statements are issued.

F-44

Dynamic Ally, Ltd.

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

June 30, 2010 and 2009

2.	Significant accounting policies (continued):
	(w)	Recently Adopted Accounting Standards (continued):
		ASU No. 2010-09, issued in February 2010, removes the requirement to disclose a date through which subsequent events have been reviewed in the financial statements.
		In April 2009, the FASB issued FSP No. SFAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments,” which is codified in FASB ASC Topic 825-10-50. This FSP essentially expands the disclosure about fair value of financial instruments that were previously required only annually to also be required for interim period reporting. In addition, the FSP requires certain additional disclosures regarding the methods and significant assumptions used to estimate the fair value of financial instruments. The Company has adopted these disclosure changes with its interim financial statements in fiscal 2010.
		In April 2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments,” which is codified in FASB ASC Topic 320-10. This FSP modifies the requirements for recognizing other-than-temporarily impaired debt securities and changes the existing impairment model for such securities. The FSP also requires additional disclosures for both annual and interim periods with respect to both debt and equity securities. Under the FSP, impairment of debt securities will be considered other-than-temporary if an entity (1) intends to sell the security, (2) more likely than not will be required to sell the security before recovering its cost, or (3) does not expect to recover the security’s entire amortized cost basis (even if the entity does not intend to sell). The FSP further indicates that, depending on which of the above factor(s) causes the impairment to be considered other-than-temporary, (1) the entire shortfall of the security’s fair value versus its amortized cost basis or (2) only the credit loss portion would be recognized in earnings while the remaining shortfall (if any) would be recorded in other comprehensive income. FSP 115-2 requires entities to initially apply the provisions of the standard to previously other-than-temporarily impaired debt securities existing as of the date of initial adoption by making a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The cumulative-effect adjustment potentially reclassifies the noncredit portion of a previously other-than-temporarily impaired debt security held as of the date of initial adoption from retained earnings to accumulate other comprehensive income. The Company adopted FSP No. SFAS 115-2 and SFAS 124-2 in fiscal 2009. This FSP had no material impact on the Com pany’s financial position, results of operations or cash flows.
		In April 2009, the FASB issued FSP No. SFAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP No. SFAS 157-4”). FSP No. SFAS 157-4, which is codified in FASB ASC Topics 820-10-35-51 and 820-10-50-2, provides additional guidance for estimating fair value and emphasizes that even if there has been a significant decrease in the volume and level of activity for the asset or liability and regardless of the valuation technique(s) used, the objective of a fair value measurement remains the same. The Company adopted FSP No. SFAS 157-4 in fiscal 2009. This FSP had no material impact on the Company’s financial position, results of operations or cash flows.

F-45

Dynamic Ally, Ltd.

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

June 30, 2010 and 2009

2.	Significant accounting policies (continued):
	(x)	Recently Issued Accounting Standards:
		In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies criteria that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The criteria apply to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, an interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companie s can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. This amendment is not expected to have a material impact on the Company’s financial statements.
		In March 2010, FASB issued an authoritative pronouncement regarding the effect of denominating the exercise price of a share-based payment award in the currency of the market in which the underlying equity securities trade and that currency is different from (1) the entity’s functional currency, (2) the functional currency of the foreign operation for which the employee provides services, and (3) the payroll currency of the employee. The guidance clarifies that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trade should be considered an equity award assuming all other criteria for equity classification are met. The pronouncement will be effective for interim and annual periods beginning on or after December 15, 2010, and will be applies prospectively. Affected entities will be required to record a cumulative catch-up adjustment for all awards outstanding as of the beginning of the annual period in which the guidance is adopted. This amendment is not expected to have a material impact on the Company’s financial statements.
		On March 5, 2010, the FASB issued authoritative guidance to clarify the type of embedded credit derivative that is exempt from embedded derivative bifurcation requirements. Specifically, only one form of embedded credit derivative qualifies for the exemption – one that is related only to the subordination of one financial instrument to another. As a result, entities that have contracts containing an embedded credit derivative feature in a form other than such subordination may need to separately account for the embedded credit derivative feature. This guidance also has transition provisions, which permit entities to make a special one-time election to apply the fair value option to any investment in a beneficial interest in securitized financial assets, regardless of whether such investments contain embedded derivative features. This guidance is effective on the first day of the first fiscal quarter beginning after June 15, 2010. Early adoption is permitted at the beginning of any fiscal quarter beginning after March 5, 2010. This amendment is not expected to have a material impact on the Company’s financial statements.

F-46

Dynamic Ally, Ltd.

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

June 30, 2010 and 2009

3.	Trade accounts receivable:
	Trade accounts receivable were comprised of the following as of June 30, 2010 and December 31, 2009:

	June 30,			December 31,
	2010			2009
	(unaudited)			(audited)
Trade accounts receivable	$	3,343,675		$	985,097
Allowance for doubtful accounts		(12,622	)		(12,569	)
	$	3,331,053		$	972,528

	As of June 30, 2010 and December 31, 2009, $734,365 and $731,294 of the Company’s trade accounts receivable were pledged as collateral for loans outstanding.
4.	Loans receivable:
	As of June 30, 2010 and December 31, 2009, the Company had outstanding $3,026,839 and $2,816,943, respectively, of unsecured loans receivable from unrelated parties which do not bear interest and have no stated maturity date.
	During 2009, the Company borrowed $1,468,731 from a banking institution, and subsequently made the loan to an unrelated third party in the amount of $939,987 in 2009, and increased the loan by an additional $58,749 in the six months ended June 30, 2010. The third party pledged its assets to the bank as security for the loan. The loan receivable does not have a stated maturity date or interest rate.
5.	Inventories:
	Inventories were comprised of the following as of June 30, 2010 and December 31, 2009:

	June 30,		December 31,
	2010		2009
	(unaudited)		(audited)
Raw materials	$	1,033,051	$	734,598
Work in process		1,643,580		904,052
Finished goods		185,346		148,915
	$	2,861,977	$	1,787,565

The Company did not have any obsolete or slow-moving inventory as of June 30, 2010 or December 31, 2009.

F-47

Dynamic Ally, Ltd.

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

June 30, 2010 and 2009

6.	Prepaid and other current assets:
	Prepaid and other current assets were comprised of the following as of June 30, 2010 and December 31, 2009:

	June 30,		December 31,
	2010		2009
	(unaudited)		(audited)
VAT taxes receivable	$	—	$	368,502
Prepaid insurance		19,946		70,389
Prepaid professional services		92,500		—
Prepaid inventory purchases		675,616		—
Other prepaid expenses		754,229		300,235
Biological assets		236,070		163,235
	$	1,778,361	$	902,361

	Biological assets are comprised of master breeding ducks that are treated as capitalized assets due to their ability to produce offspring that are also capable of breeding. These biological assets generally have a productive breeding period of approximately one year. The Company capitalizes these assets and amortizes their cost, which includes any cost to acquire the duck plus costs incurred for hatching and incubation, over a period of one year.
	Prepaid professional services are amounts paid to service providers in connection with the Company’s proposed public transaction for which services have not yet been rendered.
7.	Related party transactions:
	As of June 30, 2010 and December 31, 2009, amounts due from related parties were comprised of the following:

	June 30,		December 31,
	2010		2009
	(unaudited)		(audited)
Due from Wu Qiyou	$	220,286	$	735,861
Due from Chen Beihuang		126,458		585
Due from Wu Qida		29,375		29,252
	$	376,119	$	765,698

Wu Qiyou is Taiyang’s founder and principal executive officer and the holder of 96% of the Company’s registered share capital.

Wu Qida is the holder of 2% of Taiyang’s registered share capital, and also the brother of Wu Qiyou.

Chen Beihuang is the holder of 2% of Taiyang’s registered share capital.

As of June 30, 2010 and December 31, 2009, the Company had $261,287 and $189,370, respectively, included in “Other Accounts Payable” that was due to Taiyang Biological Corporation, a company owned 80% by Wu Qida.

F-48

Dynamic Ally, Ltd.

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

June 30, 2010 and 2009

7.	Related party transactions (continued):
	The Company was involved in the following related party transactions during the six months ended June 30, 2010 and 2009:
	During the six months ended June 30, 2010 and 2009, the Company made loans to Wu Qiyou in the amount of $403,675 and $146,469, respectively. Wu Qiyou made repayments on loan balances in the amount of $832,573 and $38,646 during the six months ended June 30, 2010 and 2009, respectively. These loans were non-interest bearing and had no stated due date.
	During the six months ended June 30, 2009, the Company made loans to Wu Qida in the amount of $29,226. No loans were made during the six months ended June 30, 2010 and no repayments were made during the six months ended June 30, 2010 or 2009. Also during the six months ended June 30, 2010 and 2009, the Company made purchases of feed components from Taiyang Biological Corporation, a company owned 80% by Wu Qida, totaling $70,993 and $Nil, respectively.
	During the six months ended June 30, 2010 and 2009, the Company made loans to Chen Beihuang in the amount of $134,387 and $9,060, respectively. Chen Beihuang made repayments on these loans in the amount of $8,997 and $21,773 during the six months ended June 30, 2010 and 2009, respectively. These loans were non-interest bearing and had no stated due date.
8.	Property, plant and equipment:
	As of June 30, 2010 and December 31, 2009, property, plant and equipment consisted of the following:

			Accumulated			Net book
As of June 30, 2010 (unaudited)	Cost		depreciation			Value
Production equipment	$	2,031,231	$	(368,552	)	$	1,662,679
Transportation equipment		250,956		(79,421	)		171,535
Office furniture and equipment		428,309		(215,325	)		212,984
Building and building improvements		13,481,865		(1,177,835	)		12,304,030
	$	16,192,361	$	(1,841,133	)	$	14,351,228
			Accumulated			Net book
As of December 31, 2009 (audited)	Cost		depreciation			Value
Production equipment	$	2,232,563	$	(432,438	)	$	1,800,125
Transportation equipment		249,906		(63,089	)		186,817
Office furniture and equipment		121,044		(53,116	)		67,928
Building and building improvements		11,989,090		(1,080,321	)		10,908,769
	$	14,592,603	$	(1,628,964	)	$	12,963,639

F-49

Dynamic Ally, Ltd.

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

June 30, 2010 and 2009

8.

Property, plant and equipment (continued):

Depreciation expense of production-related property, plant and equipment is recorded to production costs, which is allocated to inventory and reflected in cost of goods sold on the statement of operations. Depreciation expense of other property, plant and equipment is charged to general and administrative expense. For the three months ended March 31, 2010 and 2009, depreciation expense was allocated as follows:

	Three months ended June 30,				Six months ended June 30,
	2010		2009		2010		2009
	(unaudited)		(unaudited)		(unaudited)		(unaudited)
Depreciation expense charged to general and administrative expense	$	54,235	$	13,846	$	85,837	$	41,212
Depreciation expense charged to cost of goods sold		121,820		44,655		294,491		124,914
Total depreciation expense	$	176,055	$	58,501	$	380,328	$	166,126

	All of the Company’s building and building improvements, and certain of the Company’s production equipment, are pledged as collateral for loans payable as described in note 13.
9.	Land Use Rights:
	As of June 30, 2010 and December 31, 2009, land use rights consisted of the following:

	June 30,			December 31,
	2010			2009
	(unaudited)			(audited)
Cost	$	11,545,843		$	11,491,843
Less accumulated amortization		(1,045,154	)		(945,950	)
	$	10,500,689		$	10,545,893

Land use rights are amortized over the life of the rights, which is generally 50 years, and are charged to general and administrative expense on the statement of operations. Amortization expense of land use rights was $89,161 and $103,971 during the six months ended June 30, 2010 and 2009, respectively and $34,809 and $46,752 during the three months ended June 30, 2010 and 2009, respectively.

Land use rights are owned by the PRC government, and are granted with restrictions on use. In the event that the land is used for purposes outside the scope of the Company’s current business, the government could revoke such rights. The Company does not have any plans to use land that is subject to land use rights for any purposes outside the scope of its current business, or for any purpose other than those pursuant to which the rights were granted.

All of the Company’s land use rights are pledged as collateral for loans payable as described in note 13, a portion of the proceeds of which were used to finance the acquisition of land use rights and related development of the land.

F-50

Dynamic Ally, Ltd.

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

June 30, 2010 and 2009

10.	Other long term assets:
	As of June 30, 2010 and December 31, 2009, other long term assets were comprised of the following:

	June 30,		December 31,
	2010		2009
	(unaudited)		(audited)
Long term investment	$	1,468,731	$	—
Land deposits		29,375		351,021
Equipment and construction deposits		135,946		144,552
Long term prepayments		315,455		159,107
	$	1,949,507	$	654,680

	Long term investment is comprised of amounts advanced to a local credit cooperative in which the Company intends to purchase a minority equity interest during the second half of 2010. As a shareholder in the credit cooperative, the Company will have access to favorable borrowing terms. The specific terms of the investment have not yet been determined.
	Land use rights deposits represents amounts advanced to an independent third party to be applied against the purchase of land use rights by the Company upon completion of construction by the Company of its duck farm under construction.
11.	Accounts payable and accrued liabilities:
	As of June 30, 2010 and December 31, 2009, accounts payable and accrued liabilities were comprised of the following:

	June 30,		December 31,
	2010		2009
	(unaudited)		(audited)
Trade accounts payable	$	1,372,537	$	2,510,425
Accrued payroll		358,372		353,462
Accrued interest expense		99,424		66,822
Accrued costs for construction in progress		—		1,366,062
Accrued professional services		327,500		208,750
Accrued taxes		187,306		—
	$	2,345,139	$	4,505,521

F-51

Dynamic Ally, Ltd.

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

June 30, 2010 and 2009

12.	Other accounts payable:
	As of June 30, 2010 and December 31, 2009, other accounts payable and accrued liabilities were comprised of the following:

	June 30,		December 31,
	2010		2009
	(unaudited)		(audited)
Deposits from contract farmers		1,063,389		913,541
Loans from farmers guaranteed by the Company		3,620,421		2,348,915
Land use right payable		37,074		151,000
Construction project payable		717,926		466,833
Other payables and amounts due to unrelated parties		549,775		861,022
	$	5,988,585	$	4,741,311

F-52

Dynamic Ally, Ltd.

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

June 30, 2010 and 2009

13.	Loans payable:
	(a)	Short term bank loans
		From time to time, the Company borrows funds in the form of short term bank notes payable to fund its capital projects and supplement its working capital requirements. The carrying value of short term bank notes payable as of June 30, 2010 and December 31, 2009 is shown in the following table. The fair value of these bank notes payable approximates their carrying value.

	Annual
	Interest		June 30,		December 31,
Due Date	Rate		2010		2009
			(unaudited)		(audited)
January 13, 2010	7.812	%	$	—	$	877,552
March 10, 2010	6.372	%		—		497,280
March 17, 2010	6.372	%		—		936,056
April 8, 2010	5.310	%		—		731,294
May 7, 2010	5.310	%		—		1,755,104
May 7, 2010	5.310	%		—		1,462,587
May 7, 2010	5.310	%		—		1,462,587
June 16, 2010	5.310	%		—		453,402
July 20, 2010	5.841	%		734,365		731,294
July 20, 2010	5.310	%		440,619		438,776
August 4, 2010	4.860	%		1,468,731		438,776
August 4, 2010	4.860	%		1,468,731		438,776
September 20, 2010	5.841	%		440,619		292,517
September 24, 2010	5.841	%		440,619		599,661
October 13, 2010	7.992	%		293,746		292,517
October 13, 2010	4.960	%		881,238		—
October 13, 2010	4.960	%		881,238		—
October 19, 2010	5.310	%		602,180		—
November 10, 2010	5.841	%		293,746		—
January 13, 2011	5.775	%		881,238		—
January 25, 2011	5.842	%		2,203,098		—
March 14, 2011	5.310	%		1,439,356		—
April 11, 2011	5.310	%		734,365		—
June 10, 2011	5.310	%		455,307		—
			$	13,659,196	$	11,408,179

F-53

Dynamic Ally, Ltd.

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

June 30, 2010 and 2009

13.	Loans payable (continued):
	(b)	Long term bank loans
		The carrying value of long term bank notes payable as of June 30, 2010 and December 31, 2009 is shown in the following table. The fair value of these bank notes payable approximates their carrying value.

	Annual
	Interest		June 30,		December 31,
Due Date	Rate		2010		2009
			(unaudited)		(audited)
October 21, 2012	5.400	%	$	1,725,759	$	1,718,540
November 30, 2012 (1)	0.000	%		32,293		29,994
December 10, 2012	5.400	%		477,337		475,340
November 30, 2013 (1)	0.000	%		28,117		26,123
April 20, 2014 (2)	0.000	%		53,992		—
December 31, 2014	5.760	%		3,671,827		—
			$	5,989,325	$	2,249,997

	(1)	These instruments are non interest bearing loans from a local government authority. As such, the Company recognized a discount on the face value of the loans at inception to adjust the carrying value to the fair value. Fair value was calculated using the net present value of the loans, at an assumed interest rate of 14%. The amount of the discounts, being $43,566, was recorded on the statement of operations in a prior period. The discounts are being amortized over the life of the loans using the effective interest method, with interest expense being recorded as an expense in the related period. The Company recognized interest expense to amortize the discounts in the amount of $4,042 and $4,452 in the six months ended June 30, 2010 and 2009, respectively, and $2,164 and $1,877 in the three months ended June 30, 2010 and 2009, respective ly.
	(2)	This instrument is a non interest bearing loan from a local government authority. As such, the Company recognized a discount on the face value of the loans at inception to adjust the carrying value to the fair value. Fair value was calculated using the net present value of the loans, at an assumed interest rate of 14%. The amount of the discount, being $41,716, was recorded in interest income in the three and six month periods ended June 30, 2010. The discount is being amortized over the life of the loan using the effective interest method, with interest expense being recorded as an expense in the related period. The Company recognized interest expense to amortize the discount in the amount of $1,291 in each of the three and six months ended June 30, 2010.
(c)	Convertible loan
		On March 1, 2010, the Company issued unsecured debentures in the aggregate principal amount of $650,000 to 11 investors. The Company received net proceeds of $555,000, which are designated to pay legal, accounting, and other costs associated with the Company completing a transaction whereby it intends to become listed on a United States stock exchange through a reverse merger with a publicly traded shell company. The debentures bear interest at a rate of 15% per annum, and mature on the earlier of September 30, 2010 or the completion of a financing of at least $10,000,000 by the Company. The debentures are convertible, at the sole option of the holder, into shares of the Company at a price equal to a 25% discount to the price of any new financing. Each debenture holder also will receive the equivalent of one share of the public entity for each dollar invested in the debenture.

F-54

Dynamic Ally, Ltd.

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

June 30, 2010 and 2009

13.	Loans payable (continued):
	(c)	Convertible loan (continued)
		At inception, the Company recorded the debentures at a value of $555,000, being the face value of $650,000, less commissions paid of $95,000. The commissions are being amortized over the life of the debentures to general and administrative expense. The Company recorded expense to amortize the commissions in the amount of $40,587 and $53,967 in the three and six months ended June 30, 2010, respectively. The carrying value of the debentures as of June 30, 2010 was $608,967. The fair value of the conversion option was not recorded at inception because they are contingent upon the Company completing a public listing.
14.	Subsidy income:
	From time to time, the Company receives subsidies from the PRC government. Subsidies used for current period expenditures are recognized as income in the period in which the benefit from the subsidy is realized by the Company. Certain of the subsidies are earmarked for particular capital improvement projects, and the completed projects must be approved by the government to ensure specifications were met. Subsidies that relate to depreciable property and equipment are recorded as an offset to the related capital accounts to which the subsidy relates.
	During the six months ended June 30, 2010 and 2009, the Company recognized subsidy income of $108,543 and $108,137, respectively. The Company did not record any capital subsidies during either period.
15.	Share capital:
	The Company was incorporated on March 2, 2010 (see note 1(a)). The Company has 50,000 shares authorized, par value $1.00 per share, of which 10,000 shares were issued at inception of the Company and were outstanding as of June 30, 2010. The Company’s number of common shares authorized and issued has been retroactively applied to December 31, 2009 as if the shares had been issued and the Company had legally owned all subsidiaries since May 2006, which is that date that Taiyang was established and started operations.
	Each of the Company’s shares have the right to (a) one vote at a meeting of the Company’s shareholders or on any resolution of shareholders, (b) an equal share in any dividend paid by the Company, and (c) the right to an equal share in the distribution of the surplus assets of the Company on its liquidation. Holders of shares have no preemptive rights and have no rights to convert their registered capital into any other form of equity.
	The Company does not have (a) any classes of preferred stock authorized, issued or outstanding, (b) any employee stock option or stock incentive plans, or (c) any outstanding stock warrants or other stock purchase rights.
	For purposes of calculating earnings per share, the Company divides net income attributable to the common shareholder of the Company by the weighted average number of common shares outstanding during the year. Diluted earnings per share is determined by adjusting the net income attributable to the common shareholder and the weighted average number of common shares outstanding for the effects of all dilutive potential common shares. Basic and diluted earnings per share are the same because the Company does not have any equity instruments that would impact the calculation of diluted earnings per share.

F-55

Dynamic Ally, Ltd.

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

June 30, 2010 and 2009

16.	Interest expense (net):
	The Company earns interest income on cash balances and short term investments. The Company recognizes interest expense on loans payable, and for bank charges related to its cash accounts. Interest expense was as follows during the three and six months ended June 30, 2010 and 2009:

	Three months ended June 30,						Six months ended June 30,
	2010			2009			2010			2009
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
Interest income	$	(1,249	)	$	(7,569	)	$	(1,942	)	$	(14,831	)
Interest expense		388,308			236,006			717,930			277,884
Bank fees		72,636			39,272			116,241			39,644
Discounts from fair value on initial recognition of long term non-interest bearing loans		(41,716	)		—			(41,716	)		—
Amortization of debt discount		3,358			2,275			5,333			4,447
Imputed interest expense		1,446			—			10,102			—
	$	422,783		$	269,984		$	805,948		$	307,144

	The Company capitalizes interest on loans related to construction projects in progress. During the three months ended June 30, 2010 and 2009, the Company capitalized interest expense in the amount of $57,769 and $75,701, respectively. During the six months ended June 30, 2010 and 2009, the Company capitalized interest expense in the amount of $121,176 and $184,525, respectively.
17.	Other income:
	(a)	Gain on sale of assets:
	In 2008, the Company began construction on an organic fertilizer manufacturing plant (the “Fertilizer Plant”) that the Company intended to complete in the second half of 2010. The Fertilizer Plant was to be used to process duck waste products into a saleable organize fertilizer product.
	In May 2010, the Company entered into an Asset Transfer Agreement (the “ATA”) with an unrelated third party (the “Buyer”), whereby the buyer agreed to buy, and the Company agreed to sell, the Fertilizer Plant and related equipment, ground works, land rights, and intellectual property associated with the manufacturing process (collectively, the “Sold Assets”). The sale price for the Sold Assets (as valued using the exchange rate on the sale date) was $3,886,431, of which $2,048,371 was paid during June 2010, and $1,838,060 is payable no later than November 18, 2010. The value of the portion of the sale price receivable as of June 30, 2010 (using the exchange rate on June 30, 2010) was $1,845,106.

F-56

Dynamic Ally, Ltd.

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

June 30, 2010 and 2009

17.	Other income (continued):
	(a)	Gain on sale of assets (continued):
		The Company recognized a gain on the sale of the Sold Assets equal to the excess of the sale price over the carrying value of the Sold Assets on the date of the sale as follows:

Proceeds
Initial cash payment received in June 2010	$	2,048,371
Second cash payment - due November 18, 2010 (as valued on sale date)		1,838,060
		3,886,431
Carrying value of assets at sale date
Prepaid current assets		43,894
Construction in progress		1,977,844
Prepaid construction in progress		626,425
Prepaid land use rights		321,886
Property, plant and equipment		38,508
		3,008,557
Gain on disposal	$	877,874

Additionally, the Asset Sale is subject to the following material terms and conditions:
	●	The Company must assist the Buyer in transferring all property rights and licenses
	●	The Company will provide basic training on production methods, and will turn over all procedures and technology information to the Buyer.
	●	The Buyer can market the product under the Company’s name for a period of two years
	●	The land use rights transferred to the Buyer have been prepaid by the Company, but are not yet owned outright by the Company. The owner of the land use rights has agreed to transfer such rights to the Company upon completion of construction of the Fertilizer Plant, at which time the Company will transfer them to the Buyer.
The Company made the strategic decision to sell the Fertilizer Plant because the price of fertilizer products has decreased materially from the time the Company began building the Plant. In connection with its public listing, which was not contemplated at the time the Fertilizer Plant was begun, the Company determined that expected margins on fertilizer products would not be commensurate with margins on its core products, and that investors in the Company would prefer that the Company focus its financial and other resources on growing its food processing business.

F-57

Dynamic Ally, Ltd.

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

June 30, 2010 and 2009

17.	Other income (continued):
	(b)	Collection of account previously written off:
		During a prior period, the Company wrote off an account receivable for the sale of a subsidiary with a sale price of $895,430 that was completed in 2005. During June 2010, the Company collected this amount for the buyer. Accordingly, the Company recognized a gain from the collection of the account in this amount.
	(c)	Other non-operational expense:
		During the six months ended June 30, 2010 and 2009, the Company recognized other non-operational expense in the amount of $1,183 and $18,519, respectively. During the three months ended June 30, 2010 and 2009, the Company recognized other non-operational expense in the amount of $1,183 and $18,519, respectively.
18.	Financial instruments:
	(a)	Fair value of financial instruments:
		The Company utilizes ASC Topic 820 fair value measurement accounting guidance, which defines fair value, establishes a framework for measuring fair value and expands disclosure requirements about fair value measurements. This guidance also defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy prescribed by this standard contains three levels as follows:

● Level 1: inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

● Level 2: inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

● Level 3: inputs to the valuation methodology are unobservable and significant to the fair value measurement.

F-58

Dynamic Ally, Ltd.

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

June 30, 2010 and 2009

18.	Financial instruments (continued):
(a)	Fair value of financial instruments (continued):
	The Company values certain loans payable at fair market value which do not have a stated interest rate using a discount on the face value of the loan at inception to adjust the carrying value to the fair value. Fair value is calculated using the net present value of the loan, and the amount of the discount is included on the statement of operations under the caption “Interest and other expense, net.” The discount is amortized over the life of the loan using the effective interest method, with interest expense being recorded as an expense in the related period. As of June 30, 2010 and December 31, 2009, the value of such instruments included in “Loans payable, long term portion” was $114,402 and $56,117, respectively.
	The Company’s financial instruments consist of cash, trade accounts receivable, loans receivable, other receivables, prepaid and other current assets, amounts due from/to related parties, trade accounts payable and accrued liabilities, other accounts payable, and current loans payable. The fair values of these financial instruments approximate their carrying values due to the relatively short-term maturity of these instruments.
(b)	Interest rate and concentration of credit risks
	Financial instruments that potentially subject the Company to concentrations of credit risks consist principally of cash and accounts and other receivables. To minimize the interest rate and credit risk, the Company places cash with high credit quality financial institutions located in the PRC.
	Credit risk from accounts receivable results from the risk of customer non-payment. Management, on an ongoing basis, monitors the level of accounts receivable attributable to each customer, and the length of time each account is outstanding. When necessary, management takes appropriate action to follow up on balances considered at risk.
	During the six months ended June 30, 2010, the Breeding Unit made sales to two customers representing 77% of the unit’s total sales. During the six months ended June 30, 2009, the Breeding Unit did not have any material concentration of credit risk.
	During the six months ended June 30, 2010, 99% of the Feed Unit’s sales were made to one customer. During the six months ended June 30, 2009, the Feed Unit had only an immaterial amount of sales to external customers.
	During the six months ended June 30, 2010 and 2009, sales to the Food Unit’s top five customers accounted for 78% and 78%, respectively, of the unit’s total sales. Additionally, during the six months ended June 30, 2010, 53% of the Food Unit’s sales were made to one customer. There is no guarantee that any of these customers will continue to buy from the Company, and loss of any of these major customers would have a material adverse effect on the Company’s results of operations.

F-59

Dynamic Ally, Ltd.

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

June 30, 2010 and 2009

18.	Financial instruments (continued):
(c)	Foreign currency risk
	The Company uses the US dollar as its reporting currency for these financial statements, while nearly all of the Company’s transactions are denominated in RMB. Revenues and expenses are translated into US dollars using average exchange rates for the period, and assets and liabilities are translated using the exchange rate at the end of the period. All resulting exchange differences arising from the translation are included as a separate component in accumulated other comprehensive income. Consequently, the Company’s unrealized exchange gain (loss) on translation of functional currency to reporting currency is subject to fluctuations in the exchange rate between the RMB and the US dollar in each reporting period. The Company does not hedge its exposure to currency fluctuations.
	The following exchange rates are applied for the Company’s financial statements for the periods presented herein:

	June 30,		June 30,		December 31,
	2010		2009		2009
Period end rate		6.8086		6.8448		6.8372
Period average rate - 3 months		6.8360		6.8466
Period average rate - 6 months		6.8347		6.8432
Period high rate - 6 months		6.8436		6.8583
Period low rate - 6 months		6.7756		6.8292

(d)	Liquidity Risk
	Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s objective to managing liquidity risk is to ensure that it has sufficient liquidity available to meet its liabilities when they become due. The Company uses cash to settle its financial obligations as they fall due. The ability to do this relies on the Company collecting its accounts receivables in a timely manner and by maintaining sufficient cash on hand through equity financing and bank loans.
(e)	Commodity Risk
	Profitability in the poultry industry is materially affected by the supply of parent breeding stocks and the commodity prices of feed ingredients, including corn, soybean cake, and other nutrition ingredients from numerous sources, mainly from wholesalers who collect the feed ingredients directly from farmers. As a result, the industry is subject to wide fluctuations and cycles. The Company does not currently use derivative financial or hedging instruments to reduce its exposure to various market risks related to commodity purchases

F-60

Dynamic Ally, Ltd.

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

June 30, 2010 and 2009

19.	Tax matters:
	(a)	Income tax
		Statutorily, the Company is subject to income taxes in the PRC on its taxable income at a tax rate in accordance with the relevant income tax laws. However, beginning in 2006 the Company has received an agricultural tax exemption from the PRC government whereby the Company has not been subject to corporate income taxes during this period. Accordingly, the Company did not recognize any income tax expense during the three or six months ended June 30, 2010 or 2009. The exemption relates to unprocessed agricultural products and is granted by the relevant taxing authority on a year-by-year basis. There is no stated expiration to the exemption, and while the Company expects to continue to receive favorable tax treatment, changes in government policy could results in the Company being required to pay income taxes.
		The Company conducts substantially all of its business in China. China currently has tax laws related to various taxes imposed by both federal and regional governments. Applicable taxes include value added tax, corporate income tax, payroll or social taxes and others. Laws related to these taxes have not been effective for an extended period of time compared to laws of more developed countries. The implementation of regulations is frequently unclear and their application is sometimes inconsistent or non-existent. Conflicting opinions about interpretation and application often exist among and within government ministries and organizations creating uncertainties and conflict.
		Tax declarations, together with other legal compliance areas, such as customs and currency controls are subject to review and investigation by various agencies and authorities, who are enabled by law to impose very severe fines, penalties and interest charges. These facts create tax risks in China substantially more significant than typically found in countries with more developed tax systems and structures. Various tax authorities could take differing positions on interpretive issues and the effect could be significant. The fact that a year has been reviewed does not close that year, or any tax declaration applicable to that year, from future review and assessment by tax authorities.
		On March 16, 2007, the PRC introduced the new Enterprise Income Tax Law of the People’s Republic of China which came into force on January 1, 2008. Among other measures, the new Tax Law introduces a 25% tax rate for Foreign Invested Enterprises, and domestic enterprises, with some reduced rates for qualified small companies. Although certain existing preferential tax policies, including those previously applicable to Foreign Invested Entities will be eliminated in the future, most existing preferential tax incentives previously granted will continue to be grandfathered for up to five years.
		The new Tax Law also imposes a new 10% withholding tax on all dividends paid by PRC companies to non-PRC shareholders and contains rules governing such matters as international transfer pricing.
	(b)	Value added tax
		The Company is subject to value added tax (“VAT”) on products that it sells within the PRC. VAT payable is netted against VAT paid on purchases. Certain of the Company’s products, including duck eggs, seedlings, and feed products, are exempted from VAT as a result of government agricultural incentives.

F-61

Dynamic Ally, Ltd.

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

June 30, 2010 and 2009

20.	Appropriated Retained Earnings:
	According to PRC corporate law, the Company is required each year to appropriate 10% of its after tax income as reported in its financial statements, prepared in accordance with PRC GAAP, to the statutory common reserve fund until the fund reaches 50% of the Company’s registered capital. This fund can be used to make up for any losses incurred in the future or be converted into paid-in capital, provided that the fund does not fall below 50% of registered capital. The Company did not make any transfers to appropriated retained earnings in the three months ended March 31, 2010 or 2009.
21.	Commitments and contingencies:
	(a)	Commitments
		The Company leases certain of its facilities pursuant to non-cancellable lease agreements expiring at various times through 2037. The amount of rent on these facilities is not fixed, but is based on the government stipulated market price of grains multiplied by the grain yield per mu (approximately 0.667 hectares). Because future rents on these facilities depends upon unknown future market and production factors, the amount of future commitment cannot be quantified.
	(b)	Contingencies
		In connection with the sale of the Fertilizer Plant, the Company paid a deposit in the amount of $321,886 to acquire land use rights for the location on which the Fertilizer Plant is begin constructed. The owner of the land use rights has agreed to transfer such rights to the Company upon completion of construction of the Fertilizer Plant, at which time the Company will transfer them to the Buyer. The Company also agreed to allow the buyer of the Fertilizer Plant to use the Company’s name for marketing purposes for a period of two years from the sale date, and the buyer has allowed the Sold Assets to continue to be pledged as collateral for bank loans by the Company that are secured by the Sold Assets.
		The Company regularly uses contract farmers to incubate ducks to be used for commercial processing. The Company pays the farmers a fixed fee per Duck when the duck has matured, which is after approximately 60 days.
		On August 29, 2008, the Company entered into a Consulting Agreement with Thornhill Capital LLC (“Thornhill”) pursuant to which Thornhill agreed to (i) assist the Company with preparing its business plan, (ii) provide advice and assistance in negotiating terms of any investment, financing transaction, or transaction in which the Company’s stock would become publicly traded, and (iii) provide legal, accounting, and other professional service assistance in connection with any such transaction. The agreement calls for Thornhill to receive compensation of (i) $15,000 per month for a maximum of six months, (ii) 5% of the proceeds of any financing, and (iii) 10% of the shares of any new joint venture formed as a result of Thornhill’s performance, or of the public entity if the Company becomes publicly listed.
		During 2009, the Company borrowed $1,468,731 from a banking institution, and subsequently made the loan to an unrelated third party in the amount of $939,987 in 2009, and increased the loan by an additional $58,749 in the six months ended June 30, 2010. The third party pledged its assets to the bank as security for the loan. The loan receivable does not have a stated maturity date or interest rate.
		During the quarter ended June 30, 2010, the Company made loans to two unrelated third parties in the amount of $2,056,223. The loans are unsecured, do not have a stated maturity date, and do not bear interest.

F-62

Dynamic Ally, Ltd.

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

June 30, 2010 and 2009

21.	Commitments and contingencies:
	(b)	Contingencies (continued)
		The Company does not maintain product liability insurance, and property and equipment insurance does not cover the full value of our property and equipment, which leaves the Company with exposure in the event of loss or damage to its properties or claims filed against the Company.
		On February 8, 2010, the Company entered into an agreement with Laidlaw & Company (UK) Ltd. (“Laidlaw”) which calls for Laidlaw to assist the Company in raising $10-30 million. In addition to the principal capital raise, the agreement calls for Laidlaw to raise a bridge loan of up to $650,000 to pay for legal, audit, and other expenses in connection with the Public Transaction, and to provide advice with respect to structuring and negotiating the terms of the securities offered in any transaction. The agreement calls for Laidlaw to receive compensation in the form of 8% of the cash proceeds of any funds raised, plus a warrant to purchase 8% of the shares issued in any offering at an exercise price equal to the conversion price of warrants issued to investors in an offering. The agreement terminates on closing of a finan cing, or 90 days from the date which the Company has met all regulatory and legal requirements to actively be in the market to raise capital.
22.	Segmented and Geographical Information:
	The Company is structured and evaluated by its board of directors and management into three distinct business lines:
	●	Breeding Unit – breeds, hatches, and cultivates ducklings for resale and processing by the Food Unit
	●	Feed Unit – produces duck feed for internal use and external sale
	●	Food Processing Unit – processes ducklings into frozen raw food product for commercial resale.
	Results of operations for the six months ended June 30, 2010 by business unit were:

						Food		Public
	Breeding			Feed		Processing		Transaction
	Unit			Unit		Unit		Costs			Consolidated
Revenues (1)	$	3,596,858		$	4,882,834	$	11,166,878	$	—		$	19,646,570
Cost of goods sold (1)		3,032,994			3,941,108		9,247,649		—			16,221,751
Gross Profit		563,864			941,726		1,919,229		—			3,424,819
Sales and marketing expenses		22,860			—		—		—			22,860
General and administrative expenses		647,002			23,178		55,825		598,142			1,324,147
Operating profit	$	(105,998	)	$	918,548	$	1,863,404	$	(598,142	)	$	2,077,812

(1) Revenues and cost of goods sold reflect only sales to external customers. During the six months ended June 30, 2010, the Feed Unit made sales of duck feed product to the Breeding Unit totaling $7,538,287, and the Breeding Unit made sales of ducks to the Food Unit totaling $121,253. These amounts have been eliminated for purposes of these financial statements.

F-63

Dynamic Ally, Ltd.

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

June 30, 2010 and 2009

22.	Segmented and Geographical Information (continued):
	Results of operations for the three months ended June 30, 2010 by business unit were:

	Breeding			Feed		Processing		Transaction
	Unit			Unit		Unit		Costs			Consolidated
Revenues (1)	$	2,294,116		$	4,828,291	$	4,838,961	$	—		$	11,961,368
Cost of goods sold (1)		2,197,553			3,901,966		3,946,714		—			10,046,233
Gross Profit		96,563			926,325		892,247		—			1,915,135
Sales and marketing expenses		12,660			—		—		—			12,660
General and administrative expenses		313,484			11,423		28,551		291,087			644,545
Operating profit	$	(229,581	)	$	914,902	$	863,696	$	(291,087	)	$	1,257,930

	(1)	Revenues and cost of goods sold reflect only sales to external customers. During the three months ended June 30, 2010, the Feed Unit made sales of duck feed product to the Breeding Unit totaling $4,164,372, and the Breeding Unit made sales of ducks to the Food Unit totaling $50,042. These amounts have been eliminated for purposes of these financial statements.
Results of operations for the six months ended June 30, 2009 by business unit were:

						Food			Public
	Breeding		Feed			Processing			Transaction
	Unit		Unit			Unit			Costs			Consolidated
Revenues	$	3,207,663	$	482		$	4,060,764		$	—		$	7,268,909
Cost of goods sold		1,871,995		(131,446	)		4,557,537			—			6,298,086
Gross Profit		1,335,668		131,928			(496,773	)		—			970,823
Sales and marketing expenses		30,787		—			—			—			30,787
General and administrative expenses		430,097		32,028			42,681			75,000			579,806
Operating profit	$	874,784	$	99,900		$	(539,454	)	$	(75,000	)	$	360,230

(1) Revenues and cost of goods sold reflect only sales to external customers. During the six months ended June 30, 2009, the Feed Unit made sales of duck feed product to the Breeding Unit totaling $5,428,286, and the Breeding Unit made sales of ducks to the Food Unit totaling $41,929. These amounts have been eliminated for purposes of these financial statements.

F-64

Dynamic Ally, Ltd.

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

June 30, 2010 and 2009

22.	Segmented and Geographical Information (continued):
	Results of operations for the three months ended June 30, 2009 by business unit were:

						Food			Public
	Breeding		Feed			Processing			Transaction
	Unit		Unit			Unit			Costs			Consolidated
Revenues	$	1,107,768	$	482		$	2,123,337		$	—		$	3,231,587
Cost of goods sold		959,670		(131,446	)		2,168,202			—			2,996,426
Gross Profit		148,098		131,928			(44,865	)		—			235,161
Sales and marketing expenses		28,264		—			—			—			28,264
General and administrative expenses		53,403		10,916			23,205			30,000			117,524
Operating profit	$	66,431	$	121,012		$	(68,070	)	$	(30,000	)	$	89,373

	(1)	Revenues and cost of goods sold reflect only sales to external customers. During the three months ended June 30, 2009, the Feed Unit made sales of duck feed product to the Breeding Unit totaling $3,169,882, and the Breeding Unit made sales of ducks to the Food Unit totaling $35,857. These amounts have been eliminated for purposes of these financial statements.
The Food Unit began its operations in 2008, and showed a significant increase in sales in fiscal 2010 compared to the same periods for fiscal 2009, as sales and marketing efforts have converted to increased sales. Breeding Unit sales have remained relatively flat for the first half of 2010 compared with the same period of 2009. The Feed Unit realized minimal sales in 2009 as products were primarily sold internally to the Breeding Unit. However, in the second quarter of 2010 the Company made significant sales of feed products to external customers through one distributor. The Company will continue to attempt to market its feed products to external customers, primarily through feed distributors, and expects that it will continue to realize sales revenue from such products. However, because distribution of these products is currently concentrated in one distributor, lo ss of that distributor would materially affect such sales.
During the three and six months ended June 30, 2010 and 2009, all of the Company’s sales were to customers located in the PRC.

F-65

Dynamic Ally, Ltd.

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

June 30, 2010 and 2009

22.	Segmented and Geographical Information (continued):
	Interest and depreciation expense for the three and six months ended June 30, 2010 and 2009 by business unit were:

							Food
		Breeding			Feed		Processing
	Year	Unit			Unit		Unit		Corporate		Consolidated
Three months ended June 30, 2010:
Interest expense	2010		334,929			63,547		—		24,307		422,783
	2009		180,937			37,973		51,074		—		269,984
Depreciation expense	2010		81,620			14,534		79,901		—		176,055
	2009		(22,792	)		25,932		55,361		—		58,501
Six months ended June 30, 2010:
Interest expense	2010	$	643,823		$	129,804	$	—	$	32,321	$	805,948
	2009		176,869			79,201		51,074		—		307,144
Depreciation expense	2010		207,621			29,043		143,664		—		380,328
	2009		74,776			35,248		56,102		—		166,126

All of the Company’s assets are located in the PRC. The Company’s identifiable assets by business unit as of June 30, 2010 and December 31, 2009 were as follows:

					Food
	Breeding		Feed		Processing		Corporate
	Unit		Unit		Unit		Assets		Consolidated
As of June 30, 2010	$	28,398,203	$	4,114,527	$	12,081,313	$	1,951,917	$	46,545,960
As of December 31, 2009 (audited)		23,155,434		2,251,135		11,622,561		590,766		37,619,896

23.	Subsequent events:
	None.

F-66

EX-9.01.B

Exhibit 9.01(b)

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

Basis of presentation

The unaudited pro forma consolidated financial statements of The Parkview Group., Inc. (“Parkview”), in the opinion of management, include all material adjustments directly attributable to the share exchange contemplated by a share exchange agreement, dated November 10, 2010, by and among Dynamic Ally, a British Virgin Islands company (“Dynamic Ally”) and the stockholders of 100% of Dynamic Ally’s common stock, on the one hand, and Parkview and certain holders of Parkview’s issued and outstanding common stock and the holders of 100% of Parkview’s common stock, on the other hand (the “Share Exchange). Pursuant to the share exchange agreement, on November 10, 2010, Parkview issued to the shareholders of Dynamic Ally 6,577,551 shares of common stock, par value $0.001 per share, in the aggreg ate in exchange for all of the issued and outstanding shares of Dynamic Ally held by its shareholders. As a result, Dynamic Ally became a wholly-owned subsidiary of Parkview. The pro forma consolidated statement of operations includes the accounts of Parkview and Dynamic Ally.

Dynamic Ally is a holding company that owns 100% of Ningguo Taiyang Incubation Plant Co., Ltd. (“Ningguo”), which is a wholly foreign-owned enterprise (“WFOE”) under the laws of the Peoples’ Republic of China (“PRC” or “China”). On May 26, 2010, Ningguo entered into and consummated a series of contracts with Anhui Taiyang Poultry Co, Ltd. (“Anhui Taiyang”), a PRC limited liability company and breeder and seller of ducks and duck parts, by which Ningguo will provide certain consulting and operating services to Anhui Taiyang. These agreements include a consulting services agreement, operating agreement, option agreement, equity pledge agreement, and voting rights proxy agreement. Through these contractual agreements, Dynamic Ally, by way of Ningguo, effectively controls th e business of Anhui Taiyang upon closing of the Share Exchange Agreement.

The unaudited pro forma statement of operations for the six months ended June 30, 2010 was prepared as if Parkview’s acquisition of Dynamic Ally was consummated on January 1, 2010. The unaudited pro forma statement of operations for the year ended December 31, 2010 was prepared as if Parkview’s acquisition of Dynamic Ally was consummated on January 1, 2009. The unaudited pro forma balance sheet was prepared as if the transaction was consummated on June 30, 2010.

The 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 acquisition transaction occurred on the dates indicated and are not necessarily indicative of the results that may be expected in the future.

F-67

The Parkview Group, Inc.

Unaudited Pro Forma Balance Sheets

As at June 30, 2010

(Expressed in United States Dollars)

	The Parkview Group, Inc.			Dynamic Ally Ltd.		Pro Forma Adjustments			Pro Forma Consolidated
ASSETS
Current assets
Cash and cash equivalents	$	3,346		$	1,859,417				$	1,862,763
Trade accounts receivable, net					3,331,053					3,331,053
Loans receivable					3,026,839					3,026,839
Inventories, net					2,861,977					2,861,977
Prepaid and other current assets					1,778,361					1,778,361
Proceeds receivable from sale of fertilizer plant					1,845,106					1,845,106
Due from related parties					376,119					376,119
Total current assets		3,346			15,078,872		—			15,082,218
Construction in progress					4,665,664					4,665,664
Property, plant and equipment, net		904			14,351,228					14,352,132
Land use rights					10,500,689					10,500,689
Other long term assets					1,949,507					1,949,507
Total assets	$	4,250		$	46,545,960	$	—		$	46,550,210
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Trade accounts payable and accrued expenses				$	2,345,139				$	2,345,139
Other accounts payable					5,988,585					5,988,585
Loans payable, current portion					13,659,196					13,659,196
Convertible loan payable					608,967					608,967
Total current liabilities		—			22,601,887		—			22,601,887
Loans payable, long term portion					5,989,325					5,989,325
Total liabilities		—			28,591,212		—			28,591,212
Shareholders’ equity
Common stock		527			10,000		(7,919	)		2,608
Additional paid-in capital		170,533			—		19,528,874			19,699,407
Retained earnings (accumulated deficit)		(166,810	)		17,439,833		(19,520,955	)		(2,247,932	)
Cumulative translation adjustment					504,915					504,915
Total equity		4,250			17,954,748		—			17,958,998
Total liabilities and shareholders’ equity	$	4,250		$	46,545,960	$	—		$	46,550,210

F-68

The Parkview Group, Inc.

Unaudited Pro Forma Statements of Operations

For the Six Months Ended June 30, 2010

(Expressed in United States Dollars)

	The Parkview Group, Inc.			Dynamic Ally Ltd.			Pro Forma Adjustments			Pro Forma Consolidated
Revenues				$	19,646,570					$	19,646,570
Cost of goods sold					16,221,751					16,221,751
Gross Profit		—			3,424,819			—			3,424,819
Sales and marketing expenses					22,860						22,860
General and administrative expenses		16,668			1,324,147			2,081,122			3,421,937
Operating profit		(16,668	)		2,077,812			(2,081,122	)		(19,978	)
Other income					1,772,121						1,772,121
Subsidy income					108,543						108,543
Interest expense, net					(805,948	)					(805,948	)
Operating income before income taxes		(16,668	)		3,152,528			(2,081,122	)		1,054,738
Income tax expense											—
Net income	$	(16,668	)	$	3,152,528		$	(2,081,122	)	$	1,054,738

F-69

The Parkview Group, Inc.

Unaudited Pro Forma Statements of Operations

For the Year Ended December 31, 2009

(Expressed in United States Dollars)

	The Parkview Group, Inc.			Dynamic Ally Ltd.			Pro Forma Adjustments			Pro Forma Consolidated
Revenues	$	6,500		$	28,859,699					$	28,866,199
Cost of goods sold					24,670,485					24,670,485
Gross Profit		6,500			4,189,214			—			4,195,714
Sales and marketing expenses					55,425						55,425
General and administrative expenses		67,319			1,347,787			2,081,122			3,496,228
Operating profit		(60,819	)		2,786,002			(2,081,122	)		644,061
Other income					(81,736	)					(81,736	)
Subsidy income					339,981						339,981
Interest expense, net					(554,924	)					(554,924	)
Operating income before income taxes		(60,819	)		2,489,323			(2,081,122	)		347,382
Income tax expense											—
Net income	$	(60,819	)	$	2,489,323		$	(2,081,122	)	$	347,382

F-70

The Parkview Group, Inc.

Unaudited Notes to Pro Forma Financial Statements

(Expressed in United States Dollars)

1.	Parkview’s acquisition of Dynamic Ally is deemed to be a reverse acquisition. In accordance with the Accounting and Financial Reporting Interpretations and Guidance prepared by the Staff of the Securities and Exchange Commission, Parkview (the legal acquirer) is considered the accounting acquiree and Dynamic Ally (the legal acquiree) is considered the accounting acquirer. From and after the reverse acquisition, the consolidated financial statements of the consolidated entities will in substance be those of Dynamic Ally, with the assets and liabilities, and revenues and expenses, of Parkview being included effective from the date of consummation of reverse acquisition. Parkview is deemed to be a continuation of business of Dynamic Ally. The outstanding common stock of Parkview prior to the reverse acquisition will be accounted for at their net book value and no goodwill will be recognized.
2.	There were no inter-company transactions or balances between Parkview and Dynamic Ally during the periods covered by the pro forma consolidated financial statements.
3.	Pro forma adjustments to the balance sheets at June 30, 2010 include (a) elimination of the common stock and retained earnings of Dynamic Ally as required by reverse merger accounting, and (b) $2,081,122 of stock based compensation expense recognized for 1,040,561 shares issued in the Share Exchange to service providers in exchange for services rendered, as if those shares had been issued on June 30, 2010, of which $2,081 was allocated to common stock and $2,079,041 was allocated to additional paid-in capital.
4.	Pro forma adjustments to the statement of operations for the six months ended June 30, 2010 and for the year ended December 31, 2009 include $2,081,122 of stock based compensation expense recognized for 1,040,561 shares issued in the Share Exchange to service providers in exchange for services rendered, as if those shares had been issued on January 1, 2010 and January 1, 2009, respectively.
5.	Dynamic Ally was incorporated in the British Virgin Islands on March 2, 2010. The historical financial statements presented herein for Dynamic Ally reflect the consolidated financial results of Dynamic Ally, Ningguo, and Taiyang on a retroactive basis since May 2006, which is the date that Taiyang was established and started operations.
6.	Immediately after the acquisition of Dynamic Ally by Parkview on November 10, 2010, Parkview consummated a financing for the sale of units for the aggregate gross proceeds of $5,000,056, at a price of $8.00 per unit. Each unit consists of (i) four (4) shares of Common Stock and (ii) a warrant to purchase one (1) share of common stock at an exercise price of $4.00. This transaction is not reflected in the pro forma financial statements since it occurred subsequent to completion of the Share Exchange.

F-71

EX-10.1

Exhibit 10.01

SHARE EXCHANGE AGREEMENT

by and among

Dynamic Ally Limited (“Dynamic Ally”)

and

the Shareholders of Dynamic Ally,

on the one hand;

and

The Parkview Group, Inc. (“Pubco”),

a Delaware corporation,

the Representative Stockholders of Pubco,

and

the Pubco Stockholders

on the other hand

November 10, 2010

SHARE EXCHANGE AGREEMENT

Page 1

SHARE EXCHANGE AGREEMENT

This Share Exchange Agreement, dated as of November 10, 2010 (this “Agreement”), is made and entered into by and among Dynamic Ally Limited, a company incorporated in the British Virgin Islands (“Dynamic Ally”), and the shareholders of Dynamic Ally (“Dynamic Ally Shareholders”) listed on the Signature Pages for Dynamic Ally Shareholders that are attached hereto, on the one hand; and The Parkview Group, Inc., a Delaware corporation (“Pubco”), the Representative Stockholders (as hereinafter defined) and the Pubco Stockholders (as hereinafter defined), on the other hand.

RECITALS

WHEREAS, on November 10, 2010, the Board of Directors of Pubco has adopted resolutions approving Pubco’s acquisition of the equity interests of Dynamic Ally held by the Dynamic Ally Stockholders (the “Acquisition”) by means of a share exchange with the Dynamic Ally Shareholders, upon the terms and conditions hereinafter set forth in this Agreement;

WHEREAS, the Dynamic Ally Shareholders own all of the equity interest (in shares of capital stock or otherwise) of Dynamic Ally (the “Dynamic Ally Equity Interest”);

WHEREAS, the Pubco Stockholders are the majority stockholders of Pubco which hold, collectively, 300,004 shares of Pubco common stock, par value $.001 (“Pubco Common Stock”) which represents approximately 56.92% of the issued and outstanding capital stock of Pubco;

WHEREAS, the Pubco Stockholders and the Dynamic Ally Shareholders will enter into this Agreement for the purpose of making certain covenants, indemnifications and agreements;

WHEREAS, upon consummation of the transactions contemplated by this Agreement, Dynamic Ally will become a 100% wholly-owned subsidiary of Pubco; and

WHEREAS, it is intended that the terms and conditions of this Agreement comply in all respects with Section 368(a)(1)(B) and/or Section 351 of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations corresponding thereto, so that the Acquisition shall qualify as a tax free reorganization under the Code, and that this share exchange transaction shall qualify as a transaction in securities exempt from registration or qualification under the Securities Act of 1933, as amended and in effect on the date of this Agreement.

AGREEMENT

NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE 1

THE ACQUISITION

1.1           The Acquisition. Upon the terms and subject to the conditions hereof, at the Closing (as hereinafter defined) the parties shall do the following:

(a)           The Dynamic Ally Shareholders will each sell, convey, assign, transfer and deliver to Pubco certificates representing the Dynamic Ally Equity Interest held by each Dynamic Ally Shareholder as set forth in Column II of Annex I hereto, which in the aggregate shall constitute 100% of the issued and outstanding equity interests of Dynamic Ally, accompanied by a properly executed and authenticated stock power or instrument of like tenor.

SHARE EXCHANGE AGREEMENT

Page 2

(b)           As consideration for the acquisition of the Dynamic Ally Equity Interests, Pubco will issue to each Dynamic Ally Shareholder and/or its designee(s), in exchange for such Dynamic Ally’s portion of the Dynamic Ally Equity Interests, the number of shares of Pubco Common Stock set forth opposite such party’s name in Column III on Annex I attached hereto (collectively, the “Pubco Shares”). The Pubco Shares issued shall equal approximately 92.58% of the outstanding shares of Pubco Common Stock at the time of Closing. For example, if there are 100,000 shares of Pubco Common Stock outstanding immediately prior to the Closin g, then there shall be 1,247,709 shares of Pubco Common Stock issued to the Dynamic Ally Shareholders at Closing.

1.2           Closing Date. The closing of the Acquisition (the “Closing”) shall take place on November 10, 2010, or on such other date as may be mutually agreed upon by the parties. Such date is referred to herein as the “Closing Date.”

1.3           Taking of Necessary Action; Further Action. If, at any time after the Closing, any further action is necessary or desirable to carry out the purposes of this Agreement, the Dynamic Ally Shareholders, Dynamic Ally, the Pubco Stockholders, and/or Pubco (as applicable) shall take all such lawful and necessary action.

1.4           Certain Definitions. The following capitalized terms as used in this Agreement shall have the respective definitions:

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

“Contract” means any contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“FINRA” means the Financial Industry Regulatory Authority.

“Knowledge” means the actual knowledge of the officers, directors or advisors of the referenced party.

“Liens” means a lien, charge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

“Material Adverse Effect” means an adverse effect on either referenced party or the combined entity resulting from the consummation of the transaction contemplated by this Agreement, or on the financial condition, results of operations or business, before or after the consummation of the transaction contemplated in this Agreement, which as a whole is or would be considered material to an investor in the securities of Pubco.

“Non-U.S. Person” means any person who is not a U.S. Person or is deemed not to be a U.S. Person under Rule 902(k)(2) of the Securities Act.

“Person” means any individual, corporation, partnership, joint venture, trust, business association, organization, governmental authority or other entity.

“Restricted Period” shall have the meaning set forth in Section 3.4(b)(vi).

“Representative Stockholders” means Richard B. Frost and Bert L. Gusrae.

SHARE EXCHANGE AGREEMENT

Page 3

“Pubco Stockholders” means Richard B. Frost, Bert L. Gusrae and Alicia LaSala.

“Securities Act” means the Securities Act of 1933, as amended.

“SEC” means the Securities & Exchange Commission.

“Tax Returns” means all federal, state, local and foreign returns, estimates, information statements and reports relating to Taxes.

“Tax” or “Taxes” means any and all applicable central, federal, provincial, state, local, municipal and foreign taxes, including, without limitation, gross receipts, income, profits, sales, use, occupation, value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, assessments, governmental charges and duties together with all interest, penalties and additions imposed with respect to any such amounts and any obligations under any agreements or arrangements with any other person with respect to any such amounts and including any liability of a predecessor entity for any such amounts.

“Trading Day” means a day on which the principal Trading Market is open for trading.

“Trading Market” means the following markets or exchanges on which Pubco Common Stock is listed or quoted for trading on the date in question: the NYSE Alternext US Exchange, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange or the OTC Bulletin Board.

“Transaction” means the transactions contemplated by this Agreement, including the share exchange.

“United States” means and includes the United States of America, its territories and possessions, any State of the United States, and the District of Columbia.

“U.S. Person”as defined in Regulation S of the Securities Act means: (i) a natural person resident in the United States; (ii) any partnership or corporation organized or incorporated under the laws of the United States; (iii) any estate of which any executor or administrator is a U.S. Person; (iv) any trust of which any trustee is a U.S. Person; (v) any agency or branch of a foreign entity located in the United States; (vi) any nondiscretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person; (vii) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciar y organized, incorporated and (if an individual) resident in the United States; and (viii) a corporation or partnership organized under the laws of any foreign jurisdiction and formed by a U.S. Person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, owned, by accredited investors (as defined in Rule 501(a) under the Securities Act and amended by the Dodd-Frank Wall Street Reform and Consumer Protection Act) who are not natural persons, estates or trusts).

1.5           Tax Consequences. It is intended that the terms and conditions of this Agreement comply in all respects with Section 368(a)(1)(B) and/or Section 351 of the Code and the regulations corresponding thereto, so that the Acquisition shall qualify as a tax-free reorganization under the Code.

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ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF DYNAMIC ALLY

Except as otherwise disclosed herein or in the disclosure schedule delivered by Dynamic Ally to Pubco at the time of execution of this Agreement, Dynamic Ally hereby represents and warrants to Pubco and the Pubco Stockholders as of the date hereof and as of the Closing Date (unless otherwise indicated), as follows:

2.1           Organization. Dynamic Ally has been duly incorporated, validly exists as a corporation, and is in good standing under the laws of its jurisdiction of incorporation, and has the requisite power to carry on its business as now conducted. Set forth on Schedule 2.1 of the disclosure schedules is a list of those jurisdictions in which Dynamic Ally presently conducts its business, owns, holds and operates its properties and assets.

2.2           Capitalization. The authorized capital stock of Dynamic Ally consists of 50,000 ordinary shares, US$1.00 par value, of which at the Closing, no more than 10,000 shares shall be issued and outstanding. All of the issued and outstanding shares of capital stock of Dynamic Ally, as of the Closing, are duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. There are no voting trusts or any other agreements or understandings with respect to the voting of Dynamic Ally’s capital stock. Except as set forth in the preceding sentence, no other class of capital stock or other security of Dynamic Ally is authorized, issued, reserved for issuance or outstanding. There are no authorized or outstanding options, warrants, equity securities, calls, rights, commitments or agreements of any character by which Dynamic Ally or any of the Dynamic Ally Shareholders is obligated to issue, deliver or sell, or cause to be issued, delivered or sold, any shares of capital stock or other securities of Dynamic Ally. There are no outstanding contractual obligations (contingent or otherwise) of Dynamic Ally to retire, repurchase, redeem or otherwise acquire any outstanding shares of capital stock of, or other ownership interests in, Dynamic Ally.

2.3           Subsidiaries. As of the Closing, Dynamic Ally has no direct or indirect subsidiaries, except as disclosed in Schedule 2.3 of the disclosure schedules hereto (collectively the “Dynamic Ally Subsidiaries,” and each a “Dynamic Ally Subsidiary”). Each Dynamic Ally Subsidiary is an entity duly organized, validly existing and in good standing under the laws of its respective jurisdiction of formation and has the requisite corporate power and authority to own, lease and to carry on its business as now being conducted. Except as disclosed in Schedule 2.3, Dynamic Ally owns all of the shares of each Dynamic Ally Subsidiary, and there are no outstanding options, warrants, subscriptions, conversion rights or other rights, agreements or commitments obligating any Dynamic Ally Subsidiary to issue any additional shares of common stock or ordinary stock, as the case may be, of such subsidiary, or any other securities convertible into, exchangeable for or evidence the right to subscribe for or acquire from any Dynamic Ally Subsidiary any shares of such subsidiary.

2.4           Certain Corporate Matters. Dynamic Ally is duly qualified to do business as a corporation and is in good standing under the laws of the British Virgin Islands, and in each other jurisdiction in which the ownership of its property or the conduct of its business requires it to be so qualified, except where the failure to be so qualified would not have a Material Adverse Effect on Dynamic Ally’s financial condition, results of operations or business. Dynamic Ally has full corporate power and authority and all authorizations, licenses and permits necessary to carry on the business in which it is engaged and to own and use the properties owned and used by it.

2.5           Authority Relative to this Agreement. Dynamic Ally has the requisite power and authority to enter into this Agreement and to carry out its respective obligations hereunder. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by Dynamic Ally have been duly authorized by Dynamic Ally’s Board of Directors and no other actions on the part of Dynamic Ally are necessary to authorize this Agreement or the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Dynamic Ally and constitutes a valid and binding agreement, enforceable against Dynamic Ally in accordance with its terms, except as suc h enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity.

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2.6           Consents and Approvals; No Violations. Except for applicable requirements of federal securities laws and state securities or blue-sky laws, no filing with, and no permit, authorization, consent or approval of, any third party, public body or authority is necessary for the consummation by Dynamic Ally of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Dynamic Ally nor the consummation by Dynamic Ally of the transactions contemplated hereby, nor compliance by them with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the charter or bylaws (or operating agreement) of Dynamic Ally or any Dynamic Ally Su bsidiary, (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, Contract, agreement or other instrument or obligation to which Dynamic Ally or any Dynamic Ally Subsidiary is a party or by which any of their respective properties or assets may be bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Dynamic Ally or any Dynamic Ally Subsidiary, or any of its properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which are not in the aggregate material to Dynamic Ally taken as a whole.

2.7           Books and Records. The books and records of Dynamic Ally delivered to Pubco prior to the Closing fully and fairly reflect the transactions to which Dynamic Ally is a party or by which it or its properties are bound, and there shall be no material difference between the unaudited combined financial statements of Dynamic Ally given to Pubco and the Representative Stockholders and the actual reviewed US GAAP results of Dynamic Ally for the period from date of inception through June 30, 2010.

2.8           Intellectual Property. Dynamic Ally has no knowledge of any claim that, or inquiry as to whether, any product, activity or operation of Dynamic Ally or a Dynamic Ally Subsidiary infringes upon or involves, or has resulted in the infringement of, any trademarks, trade-names, service marks, patents, copyrights or other proprietary rights of any other person, corporation or other entity; and no proceedings have been instituted, are pending or are threatened.

2.9           Litigation. Except as disclosed in Schedule 2.9 of the disclosure schedules hereto, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the Knowledge of Dynamic Ally, threatened against or affecting Dynamic Ally or any of its properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”) which (i) adversely affects or challenges the legality, validity or enforceability of this Agreement or the Pubco Sha res or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither Dynamic Ally nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the Knowledge of Dynamic Ally, there is not pending or contemplated, any investigation by the SEC involving Dynamic Ally or any current or former director or officer of Dynamic Ally.

2.10         Legal Compliance. To the best Knowledge of Dynamic Ally, after due investigation, no claim has been filed against Dynamic Ally or any of the Dynamic Ally Subsidiaries alleging a violation of any applicable laws and regulations of foreign, federal, state and local governments and all agencies thereof. Dynamic Ally and each of the Dynamic Ally Subsidiaries holds all of the material permits, licenses, certificates or other authorizations of foreign, federal, state or local governmental agencies required for the conduct of their respective businesses as presently conducted.

2.11         Contracts. Except as disclosed in Schedule 2.11 of the disclosure schedules hereto, there are no Contracts that are material to the business, properties, assets, condition (financial or otherwise), results of operations or prospects of Dynamic Ally. Dynamic Ally is not in violation of or in default under (nor does there exist any condition which upon the passage of time or the giving of notice would cause such a violation of or default under) any Contract to which they are a party or by which they or any of their properties or assets are bound, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Each of the Contracts disclosed in Schedule 2.11 are assets of Dynamic Ally, either directly or through a subsidiary, and are now, and will be at closing, in full force and effect in accordance with their respective terms.

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2.12         Material Changes. Since January 1, 2009, except as disclosed in Schedule 2.12 of the disclosures schedules hereto: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) Dynamic Ally has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice, and (B) liabilities not required to be reflected in Dynamic Ally’s financial statements pursuant to GAAP, (iii) Dynamic Ally has not altered its method of accounting, (iv) Dynamic Ally has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) Dynamic Ally has not issued any equity securities to any officer, director or Affiliate.

2.13         Labor Relations. No labor dispute exists or, to the Knowledge of Dynamic Ally, is imminent with respect to any of the employees of Dynamic Ally or a Dynamic Ally Subsidiary which could reasonably be expected to result in a Material Adverse Effect. None of Dynamic Ally’s or Dynamic Ally Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with Dynamic Ally or such Dynamic Ally Subsidiary, and neither Dynamic Ally nor any of the Dynamic Ally Subsidiaries is a party to a collective bargaining agreement, and Dynamic Ally and the Dynamic Ally Subsidiaries believe that their relationships with their employees are good. No executive officer, to the Knowledge of Dyn amic Ally, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject Dynamic Ally or any of the Dynamic Ally Subsidiaries to any liability with respect to any of the foregoing matters. Dynamic Ally and the Dynamic Ally Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

2.14         Title to Assets. Dynamic Ally and the Dynamic Ally Subsidiaries have good and marketable title in fee simple to all real property owned by them and good and marketable title in all personal property owned by them that is material to the business of Dynamic Ally and the Dynamic Ally Subsidiaries, in each case free and clear of all Liens, except for Liens that do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by Dynamic Ally and the Dynamic Ally Subsidiaries and Liens for the payment of Taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by Dynamic All y and the Dynamic Ally Subsidiaries are held by them under valid, subsisting and enforceable leases with which Dynamic Ally and the Dynamic Ally Subsidiaries are in compliance.

2.15         Transactions with Affiliates and Employees. None of the officers or directors of Dynamic Ally and, to the Knowledge of Dynamic Ally, none of the employees of Dynamic Ally or a Dynamic Ally Subsidiary is presently a party to any transaction with Dynamic Ally or any Dynamic Ally Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the Knowledge of Dynamic Ally, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, in each case in excess of $120,000, other than for: (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of Dynamic Ally or a Dynamic Ally Subsidiary and (iii) other employee benefits.

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2.16         Business Records and Due Diligence. Dynamic Ally has received and reviewed all of the Pubco materials and items set out infra in paragraph 4.32.

2.17         Certain Fees. Except as disclosed in Schedule 2.17 of the disclosure schedules hereto, no brokerage or finder’s fees or commissions are or will be payable by Dynamic Ally to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by this Agreement.

2.18         Registration Rights. Except as disclosed in Schedule 2.18 of the disclosure schedules hereto, no Person has any right to cause (or any successor) to effect the registration under the Securities Act of any securities of Dynamic Ally (or any successor).

2.19         Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, Dynamic Ally and each Dynamic Ally Subsidiary has timely filed all necessary Tax Returns and has paid or accrued all Taxes shown as due thereon, and Dynamic Ally has no Knowledge of a tax deficiency which has been asserted or threatened against Dynamic Ally or any Dynamic Ally Subsidiary.

2.20         No General Solicitation. Neither Dynamic Ally nor any person acting on behalf of Dynamic Ally has offered or sold securities in connection herewith by any form of general solicitation or general advertising.

2.21         Foreign Corrupt Practices. Neither Dynamic Ally, nor to the Knowledge of Dynamic Ally, any agent or other person acting on behalf of Dynamic Ally , has: (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by Dynamic Ally (or made by any person acting on its behalf of which Dynamic Ally is aware) which is in violation of law or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended (“FCPA”).

2.22         Obligations of Management. Each officer and key employee of Dynamic Ally and Dynamic Ally Subsidiaries is currently devoting substantially all of his or her business time to the conduct of business of Dynamic Ally and Dynamic Ally Subsidiaries. Neither Dynamic Ally nor any of the Dynamic Ally Subsidiaries is aware that any officer or key employee of Dynamic Ally or any Dynamic Ally Subsidiary is planning to work less than full time at Dynamic Ally or any Dynamic Ally Subsidiary, as applicable, in the future. No officer or key employee is currently working or, to Dynamic Ally’s Knowledge, plans to work for a competitive enterprise, whether or not such officer or key employee is or will be compensated by such enterprise.

2.23         Minute Books. The minute books of Dynamic Ally and the Dynamic Ally Subsidiaries made available to Pubco contain a complete summary of all meetings and written consents in lieu of meetings of directors and stockholders since the time of incorporation.

2.24         Employee Benefits. Neither Dynamic Ally nor any Dynamic Ally Subsidiary has (nor for the two years preceding the date hereof has had) any plans which are subject to ERISA. “ERISA” means the Employee Retirement Income Security Act of 1974 or any successor law and the regulations and rules issued pursuant to that act or any successor law.

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2.25         Money Laundering Laws. The operations of Dynamic Ally are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the money laundering statutes of all U.S. and non-U.S. jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental body (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving Dynamic Ally with respect to the Money Laundering Laws is pending or, to the knowledge of Dynamic Ally, threatened.

2.26         Disclosure. The representations and warranties and statements of fact made by Dynamic Ally in this Agreement are, as applicable, accurate, correct and complete and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements and information contained herein not false or misleading.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE DYNAMIC ALLY SHAREHOLDERS

Except as otherwise disclosed herein or in the disclosure schedule delivered by the Dynamic Ally Shareholders to Pubco at the time of execution of this Agreement, the Dynamic Ally Shareholders each hereby represent and warrant to Pubco as of the date hereof and as of the Closing Date (unless otherwise indicated), as follows:

3.1           Ownership of the Dynamic Ally Equity Interest. Each Dynamic Ally Shareholder owns, beneficially and of record, good and marketable title to the amount of the Dynamic Ally Equity Interest set forth opposite such Dynamic Ally Shareholder’s name in Column II of Annex I hereto, free and clear of all security interests, liens, adverse claims, encumbrances, equities, proxies, options or voting agreements. Dynamic Ally Shareholders represent that they each have no right or claims whatsoever to any equity interests of Dynamic Ally, other than the Dynamic Ally Equity Interest and do not have any options, warrants or any other instruments enti tling any of them to exercise or purchase or convert into additional equity interests of Dynamic Ally. At the Closing, the Dynamic Ally Shareholders will convey to Pubco good and marketable title to the Dynamic Ally Equity Interests, free and clear of any security interests, liens, adverse claims, encumbrances, equities, proxies, options, shareholders’ agreements or restrictions.

3.2           Authority Relative to this Agreement. This Agreement has been duly and validly executed and delivered by the Dynamic Ally Shareholders and constitutes a valid and binding agreement of such person, enforceable against such person in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity.

3.3           Purchase of Restricted Securities for Investment. The Dynamic Ally Shareholders each acknowledge that the Pubco Shares will not be registered pursuant to the Securities Act or any applicable state securities laws, that the Pubco Shares will be characterized as “restricted securities” under federal securities laws, and that under such laws and applicable regulations the Pubco Shares cannot be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom. In this regard, each Dynamic Ally Shareholder is familiar with Rule 144 promulgated under the Securities Act, as currently in effect, and understands the resale limitations imposed thereby and by the Se curities Act. Further, each Dynamic Ally Shareholder acknowledges and agrees that:

(a)           Each Dynamic Ally Shareholder is acquiring the Pubco Shares for investment, for such Dynamic Ally Shareholder’s own account and not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and each Dynamic Ally Shareholder has no present intention of selling, granting any participation in, or otherwise distributing the same. Each Dynamic Ally Shareholder further represents that he, she or it does not have any Contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Pubco Shares.

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(b)          Each Dynamic Ally Shareholder understands that the Pubco Shares are not registered under the Securities Act on the ground that the sale and the issuance of securities hereunder is exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that Pubco’s reliance on such exemption is predicated on the each Shareholder’s representations set forth herein.

3.4           Status of Stockholder. Each of the Dynamic Ally Shareholders hereby makes the representations and warranties in either paragraph (a) or (b) of this Section 3.4, as indicated on the Signature Page of Dynamic Ally Shareholders which is attached and part of this Agreement:

(a)           Accredited Investor Under Regulation D. The Dynamic Ally Shareholder is an “Accredited Investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act and amended by the Dodd-Frank Wall Street Reform and Consumer Protection Act, an excerpt of which is included in the attached Annex III, and such Dynamic Ally Shareholder is not acquiring its portion of the Pubco Shares as a result of any advertisement, article, notice or other communication regarding the Pubco Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any ot her general solicitation or general advertisement.

(b)           Non-U.S. Person Under Regulation S. The Dynamic Ally Shareholder:

(i)             is not a “U.S. person” as defined by Rule 902 of Regulation S promulgated under the Securities Act, was not organized under the laws of any U.S. jurisdiction, and was not formed for the purpose of investing in securities not registered under the Securities Act;

(ii)            at the time of Closing, the Dynamic Ally Shareholder was located outside the United States;

(iii)           no offer of the Pubco Shares was made to the Dynamic Ally Shareholder within the United States;

(iv)           the Dynamic Ally Shareholder is either (a) acquiring the Pubco Shares for its own account for investment purposes and not with a view towards distribution, or (b) acting as agent for a principal that has signed this Agreement or has delivered representations and warranties substantially similar to this Section 3.4(b);

(v)            all subsequent offers and sales of the Pubco Shares by the Dynamic Ally Shareholder will be made outside the United States in compliance with Rule 903 and Rule 904 of Regulation S, pursuant to registration of the Shares under the Securities Act, or pursuant to an exemption from such registration; the Dynamic Ally Shareholder understands the conditions of the exemption from registration afforded by section 4(l) of the Securities Act and acknowledges that there can be no assurance that it will be able to rely on such exemption.

(vi)           the Dynamic Ally Shareholder will not resell the Pubco Shares to U.S. Persons or within the United States until after the end of the one (1) year period commencing on the date of Closing (the “Restricted Period”);

(vii)          the Dynamic Ally Shareholder shall not and hereby agrees not to enter into any short sales with respect to Pubco Common Stock at any time after the execution of this Agreement by the Dynamic Ally Shareholder and prior to the expiration of the Restricted Period;

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(viii)         in the event of resale of the Pubco Shares to non-U.S. Persons outside of the U.S. during the Restricted Period, the Dynamic Ally Shareholder shall provide a written confirmation or other written notice to any distributor, dealer, or person receiving a selling concession, fee, or other remuneration in respect of the Shares stating that such purchaser is subject to the same restrictions on offers and sales that apply to the undersigned, and shall require that any such purchase shall provide such written confirmation or other notice upon resale during the Restricted Period;

(ix)           the Dynamic Ally Shareholder has not engaged, nor is it aware that any party has engaged, and it will not engage or cause any third party to engage in any “directed selling” efforts (as such term is defined in Regulation S) in the United States with respect to the Pubco Shares;

(x)            the Dynamic Ally Shareholder is not a “distributor” as such term is defined in Regulation S, and it is not a “dealer” as such term is defined in the Securities Act;

(xi)           the Dynamic Ally Shareholder has not taken any action that would cause any of the parties to this Agreement to be subject to any claim for commission or other or remuneration by any broker, finder, or other person; and

(xii)          the Dynamic Ally Shareholder hereby represents that it has satisfied fully the laws of the jurisdiction in which it is located or domiciled, in connection with the acquisition of the Pubco Shares or this Agreement, including (i) the legal requirements of the Dynamic Ally Shareholder’s jurisdiction for the purchase and acquisition of the Pubco Shares, (ii) any foreign exchange restrictions applicable to such purchase and acquisition, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, which may be relevant to the purchase, holding, redemption, sale, or transfer of the Pubco Shares; and further, the Dynamic Ally Shareholder agrees to continue to comply with such laws as long as it shall h old the Pubco Shares.

(c)           The Dynamic Ally Shareholder understands that the Pubco Shares are being offered and sold to it in reliance on specific provisions of federal and state securities laws and that the parties to this Agreement are relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understanding of the Dynamic Ally Shareholder set forth herein in order to determine the applicability of such provisions. Accordingly, the Dynamic Ally Shareholder agrees to notify Pubco of any events which would cause the representations and warranties of the Dynamic Ally Shareholder to be untrue or breached at any time after the execution of this Agreement by such Dynamic Ally Shareholder and prior to the expiration of the Restricted Period.

3.5           Investment Risk. The Dynamic Ally Shareholder is able to bear the economic risk of acquiring the Pubco Shares pursuant to the terms of this Agreement, including a complete loss of such the Dynamic Ally Shareholder’s investment in the Pubco Shares.

3.6           Restrictive Legends. The Dynamic Ally Shareholder acknowledges that the certificate(s) representing the Dynamic Ally Shareholder’s pro rata portion of the Pubco Shares shall each conspicuously set forth on the face or back thereof a legend in substantially the following form, corresponding to the stockholder’s status as set forth in Section 3.4 and the signature pages hereto:

REGULATION D LEGEND:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”

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REGULATION S LEGEND:

“THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION; HEDGING TRANSACTIONS INVOLVING THE SHARES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

3.7           Disclosure. The representations and warranties and statements of fact made by Dynamic Ally Shareholders in this Agreement are, as applicable, accurate, correct and complete and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements and information contained herein not false or misleading.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF PUBCO

AND THE REPRESENTATIVE STOCKHOLDERS

Except as otherwise disclosed herein or in the disclosure schedule delivered by Pubco and the Representative Stockholders to Dynamic Ally at the time of execution of this Agreement, Pubco and the Representative Stockholders Stockholders hereby, jointly and severally, represent and warrant to Dynamic Ally and the Dynamic Ally Shareholders as of the date hereof and as of the Closing Date (unless otherwise indicated), as follows:

4.1           Organization and Qualification. Pubco is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Pubco is not, to its Knowledge, in violation nor default of any of the provisions of its certificate or articles of incorporation, bylaws or other organizational or charter documents (collectively the “Charter Documents”). Pubco is duly qualified to conduct business and is in good standing as a fo reign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in a Material Adverse Effect, and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

4.2           Authorization; Enforcement. Pubco has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder. The execution and delivery of this Agreement by Pubco and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Pubco and no further action is required by Pubco, the Board of Directors or Pubco’s stockholders in connection therewith other than in connection with the Required Approvals, as defined in Section 4.4. This Agreement has been (or upon deli very will have been) duly executed by Pubco and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of Pubco enforceable against Pubco in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

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4.3           No Conflicts. The execution, delivery and performance by Pubco of this Agreement and the consummation by Pubco of the other transactions to which it is a party and as contemplated hereby do not and will not: (i) conflict with or violate any provision of Pubco’s certificate or articles of incorporation, bylaws or other organizational or charter documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of Pubco, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Pubco debt or otherwise) or other understanding to which Pubco is a party or by which any property or asset of Pubco is bound or affected, or (iii) subject to the Required Approvals, as defined by Section 4.4, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which Pubco is subject (including federal and state securities laws and regulations), or by which any property or asset of Pubco is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.

4.4           Filings, Consents and Approvals. Pubco is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by Pubco of this Agreement, other than the filing of a Current Report on Form 8-K and Form D with the SEC and such filings as are required to be made under applicable federal and state securities laws (collectively, the “Required Approvals”).

4.5           Issuance of the Pubco Shares. The Pubco Shares are duly authorized and, when issued and paid for in accordance with this Agreement, will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens imposed on or by Pubco other than restrictions on transfer provided for in this Agreement.

4.6           Capitalization. The capitalization of Pubco is as set forth on Schedule 4.6, which Schedule 4.6 shall also include the number of shares of Pubco Common Stock owned beneficially, and of record, by Affiliates of Pubco as of the date hereof, if any. Other than as set forth in Schedule 4.6, Pubco has not issued any capital stock since its most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by this Agreement. There are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any shares of Pubco Common Stock, or Contracts, commitments, understandings or arrangements by which Pubco or any subsidiary of Pubco is or may become bound to issue additional shares of Pubco Common Stock or Common Stock Equivalents. The issuance of the Pubco Shares will not obligate Pubco to issue shares of Pubco Common Stock or other securities to any Person (other than to the Dynamic Ally Shareholders) and will not result in a right of any holder of Pubco securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of Pubco are validly issued, fully paid and nonassessable, have been issue d in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder or Pubco’s board of directors is required for the issuance of the Pubco Shares. There are no stockholders agreements, voting agreements or other similar agreements with respect to Pubco’s capital stock to which Pubco is a party or, to the Knowledge of Pubco, between or among any of Pubco’s stockholders. “Common Stock Equivalents” means any securities of Pubco or of any subsidiary of Pubco which would entitle the holder thereof to acquire at any time Pubco Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise enti tles the holder thereof to receive Pubco Common Stock.

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4.7           SEC Reports; Financial Statements. Pubco has filed all reports, schedules, forms, statements and other documents required to be filed by Pubco under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as Pubco was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed an y such SEC Reports prior to the expiration of any such extension. To the Knowledge of Pubco and the Representative Stockholders, as of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of Pubco included in the SEC Reports (“Financial Statements”) comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with GAAP, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of Pubco as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

4.8           Material Changes. Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof or in connection herewith: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) Pubco has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in Pubco’s financial statements pursuant to GAAP or disclosed in filings made with the SEC , (iii) Pubco has not altered its method of accounting, (iv) Pubco has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, and (v) Pubco has not issued any equity securities to any officer, director or Affiliate. Pubco does not have pending before the SEC any request for confidential treatment of information. Except for the issuance of the Pubco Shares contemplated by this Agreement or as set forth on Schedule 4.8, no event, liability or development has occurred or exists with respect to Pubco or any subsidiary of Pubco or their respective business, properties, operations or financial condition, that would be required to be disclosed by Pubco under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one (1) Trading Day prior to the date that this representation is made.

4.9           Litigation. There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the Knowledge of Pubco and the Representative Stockholders, threatened against or affecting Pubco or any of its properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”) which (i) adversely affects or challenges the legality, validity or enforceability of this Agreement or the Pubco Shares, or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material A dverse Effect. Since the inception of Pubco, neither Pubco nor any current director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. Except as set forth on Schedule 4.9 hereto, there has not been, and to the Knowledge of Pubco and the Representative Stockholders, there is not pending or contemplated, any investigation by the SEC involving Pubco or any current director or officer of Pubco. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by Pubco under the Securities Act.

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4.10         Labor Relations. No labor dispute exists or, to the Knowledge of Pubco and the Representative Stockholders, is imminent with respect to any of the employees of Pubco which could reasonably be expected to result in a Material Adverse Effect. None of Pubco’s employees is a member of a union that relates to such employee’s relationship with Pubco, and Pubco is not a party to a collective bargaining agreement, and Pubco believes that its relationships with their employees are good. No executive officer, to the Knowledge of Pubco and the Representative Stockholders, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary informat ion agreement or non-competition agreement, or any other Contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject Pubco to any liability with respect to any of the foregoing matters. Pubco is in compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

4.11         Compliance. To the Knowledge of Pubco and the Representative Stockholders, Pubco: (i) is not in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by Pubco under), nor has Pubco received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is not in material violation of any order of any court, arbitrator or governmental body, or (iii) is not or has not been in material violatio n of any statute, rule or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws applicable to its business and all such laws that affect the environment, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.

4.12         Regulatory Permits. Pubco possesses all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct its business, except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material Permits”), and Pubco has not received any notice of proceedings relating to the revocation or modification of any Material Permit.

4.13         Title to Assets. Pubco has good and marketable title in all personal property owned by it that is material to the business of, in each case free and clear of all Liens, except for Liens that do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by Pubco and Liens for the payment of Taxes, the payment of which is neither delinquent nor subject to penalties. Pubco does not own any real property. Any real property and facilities held under lease by Pubco, if any, is held by Pubco under valid, subsisting and enforceable leases with which Pubco is in compliance.

4.14         Patents and Trademarks. Pubco has, or has rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights as described in the SEC Reports as necessary or material for use in connection with their business and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). Pubco has not received a notice (written or otherwise) that any of the Intellectual Property Rights used by Pubco violates or infringes upon the rights of any Perso n. To the Knowledge of Pubco and the Representative Stockholders, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. Pubco has taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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4.15         Transactions with Affiliates and Employees. Except as set forth in the SEC Reports, none of the officers or directors of Pubco and, to the Knowledge of Pubco and the Representative Stockholders, none of the employees of Pubco is presently a party to any transaction with Pubco (other than for services as employees, officers and directors), including any Contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the Knowledge of Pubco, any entity in which any officer, director, or any such employee has a substantial interest or is an o fficer, director, trustee or partner, in each case in excess of $120,000, other than for: (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of Pubco and (iii) other employee benefits.

4.16         Sarbanes-Oxley; Internal Accounting Controls. Pubco is in material compliance with all provisions of the Sarbanes-Oxley Act of 2002 which are applicable to it as of the Closing Date. Pubco maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Pubco has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for Pubco and designed such disclosure controls and procedures to ensure that information required to be disclosed by Pubco in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Pubco’s certifying officers have evaluated the effectiveness of Pubco’s disclosure controls and procedures as of the end of the period covered by Pubco’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). Pubco presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officer about the effectiveness of t he disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in Pubco’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, Pubco’s internal control over financial reporting.

4.17         Certain Fees. No brokerage or finder’s fees or commissions are or will be payable by Pubco to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by this Agreement.

4.18         [Reserved]

4.19         Investment Company. Pubco is not, and is not an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

4.20         Listing and Maintenance Requirements. Pubco Common Stock is currently quoted on FINRA’s Over-the-Counter Bulletin Board Quotation Service (“OTC Bulletin Board”) under the symbol “PKVG” and Pubco has not, in the 24 months preceding the date hereof, received any notice from the OTC Bulletin Board or FINRA or any trading market on which Pubco Common Stock is or has been listed or quoted to the effect that Pubco is not in compliance with the quoting, listing or maintenance requirements of the OTCBB or such other trading market. Pubco is, and has no reason to believe that it will not, in the foreseeable future continue to be, in compliance with all such quoting, listing and maintenance requirements.

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4.21         Application of Takeover Protections. Pubco has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under Pubco’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Dynamic Ally Shareholders as a result of the Dynamic Ally Shareholders and Pubco fulfilling their obligations or exercising their rights under this Agreement, including without limitation as a result of Pubco’s issuance of the Pubco Shares and the Dynamic Ally Shareholders̵ 7; ownership of the Pubco Shares.

4.22         No Integrated Offering. To the Knowledge of Pubco and the Representative Stockholders, and assuming the accuracy of the Dynamic Ally Shareholders’ representations and warranties set forth in Section 3, other than the four (4) recent offers and sales disclosed in Schedule 4.6, neither Pubco, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Pubco Shares to be integrated with prior offerings by Pubco for purposes of (i) the Securities Act which would requ ire the registration of any such securities under the Securities Act, or (ii) any applicable shareholder approval provisions of any Trading Market on which any of the securities of Pubco are listed or designated.

4.23         Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, Pubco has filed all necessary Tax Returns and has paid or accrued all Taxes shown as due thereon, and Pubco has no knowledge of a tax deficiency which has been asserted or threatened against Pubco.

4.24         No General Solicitation. Neither Pubco nor any person acting on behalf of Pubco has offered or sold any of the Pubco Shares by any form of general solicitation or general advertising.

4.25         Foreign Corrupt Practices. Neither Pubco, nor to the Knowledge of Pubco and the Representative Stockholders, any agent or other person acting on behalf of Pubco, has: (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by Pubco (or made by any person acting on its behalf of which Pubco is aware) which is in violation of law or (iv) violated in any material respect any provision of the FCPA.

4.26         Accountants. Pubco’s accounting firm is set forth on Schedule 4.26 of the disclosure schedules. To the Knowledge and belief of Pubco and the Representative Stockholders, such accounting firm: (i) is a registered public accounting firm as required by the Exchange Act and (ii) expressed its opinion with respect to the financial statements included in Pubco’s Annual Report for the year ended December 31, 2009.

4.27         No Disagreements with Accountants and Lawyers. To the Knowledge of Pubco and the Representative Stockholders, there are no disagreements of any kind, including but not limited to any disagreements regarding fees owed for services rendered, presently existing, or reasonably anticipated by Pubco to arise, between Pubco and the accountant and lawyer formerly or presently employed by Pubco which could affect Pubco’s ability to perform any of its obligations under this Agreement, and Pubco is current with respect to any fees owed to its accountants and lawyers.

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4.28         Regulation M Compliance. Pubco has not, and to the Knowledge of Pubco and the Representative Stockholders, no one acting on behalf of Pubco has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of Pubco to facilitate the sale or resale of any of the Pubco Shares, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the securities of Pubco, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of Pubco.

4.29         Money Laundering Laws. The operations of Pubco are and have been conducted at all times in compliance with the Money Laundering Laws and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving Pubco with respect to the Money Laundering Laws is pending or, to the best Knowledge of Pubco and the Representative Stockholders, threatened.

4.30         Minute Books. The minute books of Pubco made available to Dynamic Ally and the Dynamic Ally Shareholders contain a materially complete summary of all meetings and written consents in lieu of meetings of directors and stockholders since the time of incorporation.

4.31         Employee Benefits. Pubco has not (nor for the two years preceding the date hereof has) had any plans which are subject to ERISA.

4.32         Business Records and Due Diligence. Prior to the Closing, Pubco delivered to Dynamic Ally all records and documents relating to Pubco as reasonably requested by Dynamic Ally. Pubco and the Representative Stockholders acknowledge that Dynamic Ally has requested, without limitation, books, records, government filings, Tax Returns, Charter Documents, corporate records, stock records, consent decrees, orders, and correspondence, director and stockholder minutes, resolutions and written consents, stock ownership records, financial information and records, and other documents used in or associated with Pubco and Pubco’s subsidiaries, if any.

4.33         Contracts. Except as set forth in Schedule 4.33 of the disclosure schedules hereto, there are no Contracts that are material to the business, properties, assets, condition (financial or otherwise), results of operations or prospects of Pubco taken as a whole. Pubco is not in violation of or in default under (nor does there exist any condition which upon the passage of time or the giving of notice would cause such a violation of or default under) any Contract to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to re sult in a Material Adverse Effect.

4.34         No Undisclosed Liabilities. Except as otherwise disclosed in Schedule 4.34 of the disclosure schedules, Pubco’s Financial Statements or incurred in the ordinary course of business after the fiscal year ended December 31, 2009 (the financial statements of which were filed with the SEC along with Pubco’s annual report on Form 10-K on February 23, 2010), Pubco has no other undisclosed liabilities whatsoever, either direct or indirect, matured or unmatured, accrued, absolute, contingent or otherwise. Pubco and the Representative Stockholders represent that at the date of Closing, Pubco shall have no liabilities or obligations whatsoever, eith er direct or indirect, matured or un-matured, accrued, absolute, contingent or otherwise.

4.35         No SEC or FINRA Inquiries. To the Knowledge of Pubco and the Representative Stockholders, neither Pubco nor any of its present officers or directors is, or has ever been, the subject of any formal investigation by the SEC or FINRA.

4.36         Financial Condition. Pubco currently has no substantial business operations and no material assets.

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4.37         Transfer Agent. Pubco’s transfer agent is listed on Schedule 4.37 with its name, address, telephone number, fax number, contact person and email address. Such transfer agent is eligible to transfer securities via Depository Trust Company (“DTC”) and Deposit Withdrawal Agent Commission (“DWAC”).

4.38         Disclosure. The representations and warranties and statements of fact made by Pubco and the Representative Stockholders in this Agreement, and all statements set forth in the certificates delivered by Pubco and the Representative Stockholders at the Closing pursuant to this Agreement, are, as applicable, accurate, correct and complete and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements and information contained herein not false or misleading. The copies of all documents furnished by Pubco and the Representative Stockholders pursuant to the terms of this Agreement are complete and accurate copies of the original documents. The sched ules, certificates, and any and all other statements and information, whether furnished in written or electronic form, to Dynamic Ally or its representatives by or on behalf of Pubco and the Representative Stockholders in connection with this Agreement and the transactions contemplated hereby do not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading.

ARTICLE 4A

REPRESENTATIONS AND WARRANTIES OF THE PUBCO SHAREHOLDERS

Except as otherwise disclosed herein or in the disclosure schedule delivered by the Pubco Shareholders to Dynamic Ally at the time of execution of this Agreement, the Pubco Shareholders each hereby represent and warrant, severally and not jointly, to Dynamic Ally as of the date hereof and as of the Closing Date (unless otherwise indicated), as follows:

4A.1       Ownership of the Pubco Equity Interest. Each Pubco Shareholder owns, beneficially and of record, good and marketable title to the amount of shares of Pubco common stock set forth opposite such Pubco Shareholder’s name in Column II of Annex II hereto, free and clear of all security interests, liens, adverse claims, encumbrances, equities, proxies, options or voting agreements except for those retrictions imposed by the Securities Act of 1933 as amended. Each Pubco Shareholder represents that each has no righst or claims whatsoever to any equity interests of Pubco, other than their shares and does not have any options, warrants or any other instruments entit ling any of them to exercise or purchase or convert into additional equity interests of Pubco. At the Closing, each Pubco Shareholder will convey to Pubco good and marketable title to their shares of Pubco common stock, free and clear of any security interests, liens, adverse claims, encumbrances, equities, proxies, options, shareholders’ agreements or restrictions, except for those restrictions imposed by the Securities Act of 1933, as amended, in consideration for the payment of the aggregate sum of $300,000.

4A.2       Authority Relative to this Agreement. This Agreement has been duly and validly executed and delivered by each of the Pubco Shareholders and constitutes a valid and binding agreement of each such person, enforceable against such person in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity.

4A.3       Disclosure. The representations and warranties and statements of fact made by Pubco Shareholders in this Article 4A are, as applicable, accurate, correct and complete and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements and information contained herein not false or misleading.

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ARTICLE 5

INDEMNIFICATION; SURVIVAL OF REPRESENTATIONS

5.1           Indemnification.

(a)           Subject to the provisions of this Article 5, and irrespective of any due diligence investigation conducted by Dynamic Ally with regard to the transactions contemplated hereby, the Representative Stockholders agree to indemnify fully in respect of, hold harmless and defend Dynamic Ally, the Dynamic Ally Subsidiaries and the Dynamic Ally Shareholders, and each of the officers, agents and directors of Dynamic Ally, the Dynamic Ally Subsidiaries or the Dynamic Ally Shareholders, against any damages, liabilities, costs, claims, proceedings, investigations, penalties, judgments, deficiencies, including taxes, expenses (including, but not limited to, any and all interest, penalties and expenses whatsoever reas onably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever) and losses (each, a “Claim” and collectively “Claims”) to which it or they may become subject arising out of or based on either (i) any breach of or inaccuracy in any of the representations and warranties or covenants or conditions made by Pubco and/or the Pubco Stockholders herein in this Agreement; or (ii) any and all liabilities arising out of or in connection with: (A) any of the assets of Pubco prior to the Closing; or (B) the operations of Pubco prior to the Closing, in both cases while current management was incumbent.

(b)           Subject to the provisions of this Article 5, Dynamic Ally agrees to indemnify fully in respect of, hold harmless and defend the Pubco Stockholders and each of the officers, agents and directors of the Pubco Stockholders against any Claims to which it or they may become subject arising out of or based on (i) any breach of or inaccuracy in any of the representations and warranties or covenants or conditions made by Dynamic Ally and/or the Dynamic Ally Shareholders herein in this Agreement; or (ii) any and all liabilities arising out of or in connection with: (A) any of the assets of Dynamic Ally subsequent to the Closing; or (B) the operations of Dynamic Ally subsequent to the Closing.

5.2           Survival of Representations and Warranties. Notwithstanding provision in this Agreement to the contrary, the representations and warranties given or made by Pubco, the Representative Stockholders, the Pubco Stockholders, Dynamic Ally and the Dynamic Ally Shareholders under this Agreement shall survive the date hereof for a period of twelve (12) months from and after the Closing Date (the last day of such period is herein referred to as the “Expiration Date”), except that any written claim for breach thereof made and delivered prior to the Expiration Date to the party against whom such indemnification is sought shall survive the reafter and, as to any such claim, such applicable expiration will not effect the rights to indemnification of the party making such claim; provided, however, that any representations and warranties that were fraudulently made shall not expire on the Expiration Date and shall survive until expiration of the time specified in the applicable statute of limitations and claims with respect to fraud by Pubco, the Representative Stockholders, the Pubco Stockholders, Dynamic Ally or the Dynamic Ally Shareholders must be made within a reasonable period of time after discovery by the claiming party.

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5.3           Method of Asserting Claims, Etc. The party claiming indemnification is hereinafter referred to as the “Indemnified Party” and the party against whom such claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” All Claims for indemnification by any Indemnified Party under this Article 5 shall be asserted as follows:

(a)           In the event that any Claim or demand for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party by a third party, said Indemnified Party shall, within ten (10) business days from the date upon which the Indemnified Party has Knowledge of such Claim, notify the Indemnifying Party of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim or demand) (the “Claim Notice”). The Indemnified Party’s failure to so no tify the Indemnifying Party in accordance with the provisions of this Agreement shall not relieve the Indemnifying Party of liability hereunder unless such failure materially prejudices the Indemnifying Party’s ability to defend against the claim or demand. The Indemnifying Party shall have 30 days from the giving of the Claim Notice (the “Notice Period”) to notify the Indemnified Party: (i) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such Claim or demand, and (ii) whether or not the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such Claims or demand; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which he shall deem necessary or appropriate to protect his interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that he does not dispute liability for indemnification under this Article 5 and that he desires to defend the Indemnified Party against such claim or demand and except as hereinafter provided, the Indemnifying Party shall have the right to defend by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by him to a final conclusion. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party except to the extent that the employment thereof has been specifically authorized by the Indemnifying Party in writing, the Indemnifying Party has failed after a reasonable period o f time to assume such defense and to employ counsel or in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party (a “Material Conflict”). If requested by the Indemnifying Party and there is no Material Conflict, the Indemnified Party agrees to cooperate with the Indemnifying Party and his counsel in contesting any Claim or demand which the Indemnifying Party elects to contest or, if appropriate and related to the Claim in question, in making any Counterclaim against the person asserting the third party Claim or demand, or any cross-complaint against any person. No Claim for which indemnity is sought hereunder and for which the Indemnifying Party has acknowledged liability for indemnification under this Article 5 may be s ettled without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

(b)           In the event any Indemnified Party should have a Claim against any Indemnifying Party hereunder which does not involve a Claim or demand being asserted against or sought to be collected from him by a third party, the Indemnified Party shall give a Claim Notice with respect to such Claim to the Indemnifying Party. If, after receipt of a Claim Notice, the Indemnifying Party does not notify the Indemnified Party within the Notice Period that he disputes such Claim, then the Indemnifying Party shall be deemed to have admitted liability for such Claim in the amount set forth in the Claim Notice.

(c)           Indemnification under this paragraph 5.3 shall be the Indemnified Party’s exclusive remedy. The Indemnifying Party shall be given the opportunity to defend the respective Claim.

ARTICLE 6

COVENANTS OF THE PARTIES

6.1           Corporate Examinations and Investigations. Prior to the Closing, each party shall be entitled, through its employees and representatives, to make such investigations and examinations of the books, records and financial condition of Dynamic Ally and Pubco as each party may request. In order that each party may have the full opportunity to do so, Dynamic Ally and Pubco, the Dynamic Ally Shareholders and the Pubco Stockholders shall furnish each party and its representatives during such period with all such information concerning the affairs of Dynamic Ally or Pubco as each party or its representatives may reasonably request and cause Dynamic Ally or Pubco and their respective officers, employees, consulta nts, agents, accountants and attorneys to cooperate fully with each party’s representatives in connection with such review and examination and to make full disclosure of all information and documents requested by each party and/or its representatives. Any such investigations and examinations shall be conducted at reasonable times and under reasonable circumstances, it being agreed that any examination of original documents will be at each party’s premises, with copies thereof to be provided to each party and/or its representatives upon request.

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6.2           Cooperation; Consents. Prior to the Closing, each party shall cooperate with the other parties to the end that the parties shall (i) in a timely manner make all necessary filings with, and conduct negotiations with, all authorities and other persons the consent or approval of which, or the license or permit from which is required for the consummation of the Acquisition and (ii) provide to each other party such information as the other party may reasonably request in order to enable it to prepare such filings and to conduct such negotiations.

6.3           Conduct of Business. Subject to the provisions hereof, from the date hereof through the Closing, each party hereto shall (i) conduct its business in the ordinary course and in such a manner so that the representations and warranties contained herein shall continue to be true and correct in all material respects as of the Closing as if made at and as of the Closing and (ii) not enter into any material transactions or incur any material liability not required or specifically contemplated hereby, without first obtaining the written consent of Dynamic Ally and the Dynamic Ally Shareholders on the one hand and Pubco and the Representative Stockholders on the other hand. Without the prior written consent of D ynamic Ally, the Dynamic Ally Shareholders, Pubco or the Representative Stockholders, except as required or specifically contemplated hereby, each party shall not undertake or fail to undertake any action if such action or failure would render any of said warranties and representations untrue in any material respect as of the Closing.

6.4           Litigation. From the date hereof through the Closing, each party hereto shall promptly notify the representative of the other parties of any lawsuits, claims, proceedings or investigations which after the date hereof are threatened or commenced against such party or any of its affiliates or any officer, director, employee, consultant, agent or shareholder thereof, in their capacities as such, which, if decided adversely, could reasonably be expected to have a Material Adverse Effect on Pubco.

6.5           Notice of Default. From the date hereof through the Closing, each party hereto shall give to the representative of the other parties prompt written notice of the occurrence or existence of any event, condition or circumstance occurring which would constitute a violation or breach of this Agreement by such party or which would render inaccurate in any material respect any of such party’s representations or warranties herein.

6.6           Bylaws. If necessary, Pubco shall amend its bylaws to permit the election and/or appointment of additional new directors to Pubco’s Board of Directors as set forth in Section 7.1(a) below.

6.7           Confidentiality; Access to Information.

(a)           Confidentiality. Any confidentiality agreement or letter of intent previously executed by the parties shall be superseded in its entirety by the provisions of this Agreement. Each party agrees to maintain in confidence any non-public information received from the other party, and to use such non-public information only for purposes of consummating the transactions contemplated by this Agreement. Such confidentiality obligations will not apply to (i) information which was known to the one party or their respective agents prior to receipt from the other party; (ii) information which is or becomes generally known; (iii) information acquired by a party or their respective agents from a third party who was n ot bound to an obligation of confidentiality; and (iv) disclosure required by law. In the event this Agreement is terminated as provided in Article 8 hereof, each party will return or cause to be returned to the other all documents and other material obtained from the other in connection with the Transaction contemplated hereby.

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(b)           Access to Information.

(i)             Dynamic Ally will afford Pubco and its financial advisors, accountants, counsel and other representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books, records and personnel of Dynamic Ally during the period prior to the Closing to obtain all information concerning the business, including the status of product development efforts, properties, results of operations and personnel of Dynamic Ally, as Pubco may reasonably request. No information or Knowledge obtained by Pubco in any investigation pursuant to this Section 6.7(b) will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the Transaction.

(ii)            Pubco will afford Dynamic Ally and its financial advisors, underwriters, accountants, counsel and other representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books, records and personnel of Pubco during the period prior to the Closing to obtain all information concerning the business, including the status of product development efforts, properties, results of operations and personnel of Pubco, as Dynamic Ally may reasonably request. No information or knowledge obtained by Dynamic Ally in any investigation pursuant to this Section 6.7(b) will affect or be deemed to modify any representation or warranty contained herein or the conditions to the oblig ations of the parties to consummate the Transaction.

6.8           Share Cancellation and Transfers. Simultaneously with the Closing, the Pubco Stockholders listed in Column I of Annex II attached hereto shall surrender, in consideration of receipt of an aggregate payment in the amount of $300,000.00, the number of shares of Pubco Common Stock set forth opposite each such party’s name in Column III on Annex II for cancellation. In connection with such share cancellation, the Pubco Stockholders agree to execute and deliver any documents and instruments reasonably necessary to effect such cancellation, including originally executed certificate(s) and stock powers, with proper endorsements and/or medal lion certified signatures as may be required by Pubco’s transfer agent.

6.9           Public Disclosure. Except to the extent previously disclosed or to the extent the parties believe that they are required by applicable law or regulation to make disclosure, prior to Closing, no party shall issue any statement or communication to the public regarding the transaction contemplated herein without the consent of the other party, which consent shall not be unreasonably withheld. To the extent a party hereto believes it is required by law or regulation to make disclosure regarding the Transaction, it shall, if possible, immediately notify the other party prior to such disclosure. Notwithstanding the foregoing, the parties hereto agree that Dynamic Ally will prepare and file a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of this Agreement.

6.10         Information Statement for Change in Majority of Directors. As directed by Dynamic Ally, Pubco and the Pubco Stockholders will use their best efforts to ensure that one of Pubco’s current directors will remain a director of Pubco until the expiration of the 10-day period beginning on the date of the filing of the information statement relating to a change in majority of directors of Pubco with the SEC pursuant to Rule 14f-1 promulgated under the Exchange Act (“Information Statement”), which Information Statement shall be prepared by Dynamic Ally and filed by the Dynamic Ally Officers (as defined hereafter) on behalf of Pubco after th e Closing.

6.11         Assistance with Post-Closing SEC Reports and Inquiries. Upon the reasonable request of Dynamic Ally, after the Closing Date, each Pubco Stockholder shall use its, his or her reasonable best efforts to provide such information available to it, including information, filings, reports, financial statements or other circumstances of Pubco occurring, reported or filed prior to the Closing, as may be necessary or required by Pubco for the preparation of the post-Closing Date reports that Pubco is required to file with the SEC to remain in compliance and current with its reporting requirements under the Securities Act, or filings required to address and resolve matters as may relate to the period prior to the Closing and any SEC comments relating thereto or any SEC inquiry thereof.

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6.12         Payment of Pubco Liabilities. The Pubco Stockholders hereby agree, jointly and severally, to pay all of the liabilities of Pubco listed in Schedule 4.34 of the disclosures schedules attached hereto in their entirety on or before the Closing Date.

ARTICLE 7

CONDITIONS TO CLOSING

7.1           Conditions to Obligations of Dynamic Ally and the Dynamic Ally Shareholders. The obligations of Dynamic Ally and the Dynamic Ally Shareholders under this Agreement shall be subject to each of the following conditions:

(a)           Closing Deliveries. At the Closing, Pubco and the Pubco Stockholders shall have delivered or caused to be delivered to Dynamic Ally and the Dynamic Ally Shareholders the following:

(i)             this Agreement duly executed by Pubco and the Pubco Stockholders;

(ii)            letters of resignation from Pubco’s current officers, with their resignation as to all of the offices he or she currently holds with Pubco to be effective on the Closing Date, and confirming that each officer has no claim against Pubco in respect of any outstanding remuneration or fees of whatever nature as of the Closing;

(iii)           letter of resignation of one of Pubco’s current directors, with the resignation of such director to be effective on the Closing Date;

(iv)           resolutions duly adopted by the Board of Directors of Pubco approving the following events or actions, as applicable:

a. the execution, delivery and performance of this Agreement;

b. the Acquisition and the terms thereof;

c. adoption of bylaws in the form agreed by the parties;

d. fixing the number of authorized directors on the board of directors at five (5);

e. the appointment of Wu Qiyou as Chairman of the board of directors, and the appointment of Chen Beihuang, Han Jialang, James J. Keil and He Zhiwei as additional directors, to serve on the Pubco board of directors, effective on the Closing Date; and

f. the appointment of the following persons as officers of Pubco, effective on the Closing Date, with the titles set forth opposite his name (the “Dynamic Ally Officers”):

Wu Qiyou Chief Executive Officer, President, Secretary and Chairman of the Board

David Dodge Chief Financial Officer

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(v)           a certificate of good standing for Pubco from its jurisdiction of incorporation, dated not earlier than five (5) days prior to the Closing Date;

(vi)          an instruction letter signed by the President of Pubco addressed to Pubco’s transfer agent of record, in a form reasonably acceptable to Dynamic Ally and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing the Pubco Shares to be delivered pursuant to this Agreement registered in the names of the Dynamic Ally Shareholders as set forth in Annex I;

(vii)         a shareholder list of Pubco as certified by the Pubco’s Secretary or transfer agent, dated within ten (10) days of the Closing Date;

(viii)        a certificate of the Secretary of Pubco, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Pubco executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Pubco, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of Pubco authorizing and approving Pubco’s execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated thereby;

(ix)           an opinion from Eugene M. Kennedy, Esq., Law Office of Eugene Michael Kennedy, P.A., counsel to Pubco, with respect to the matters set forth in Exhibit A attached hereto, addressed to Dynamic Ally and the Dynamic Ally Shareholders and dated as of the Closing Date;

(x)            all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Dynamic Ally’s representatives with respect to Pubco; and

(xi)           such other documents as Dynamic Ally and/or the Dynamic Ally Shareholders may reasonably request in connection with the transactions contemplated hereby.

(b)           Representations and Warranties to be True. The representations and warranties of Pubco, the Representative Stockholders and the Pubco Stockholders herein contained shall be true in all material respects at the Closing with the same effect as though made at such time. Pubco and the Pubco Stockholders shall have performed in all material respects all obligations and complied in all material respects with all covenants and conditions required by this Agreement to be performed or complied with by them at or prior to the Closing.

(c)           No Assets and Liabilities. At the Closing, Pubco shall have no liabilities, debts or payables (contingent or otherwise) other than those liabilities listed in Schedule 4.34 of the disclosure schedules hereto, no tax obligations, no material assets, and except as contemplated in this Agreement, no material changes to its business or financial condition shall have occurred since the date of this Agreement.

(d)           SEC Filings. At the Closing, Pubco will be current in all SEC filings required by it to be filed.

(e)           Outstanding Capital Stock. Pubco shall have at least 75,000,000 shares of Pubco Common Stock authorized of which no more than 527,090 shares shall be issued and outstanding in the aggregate at the Closing. Pubco shall have at least 5,000,000 shares of its preferred stock authorized of which no share shall be issued and outstanding in the aggregate at the Closing.

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(f)           No Adverse Effect. The business and operations of Pubco will not have suffered any Material Adverse Effect.

7.2           Conditions to Obligations of Pubco and the Pubco Stockholders. The obligations of Pubco and the Pubco Stockholders under this Agreement shall be subject to each of the following conditions:

(a)           Closing Deliveries. On the Closing Date, Dynamic Ally and/or the Dynamic Ally Shareholders shall have delivered to Pubco the following:

(i)             this Agreement duly executed by Dynamic Ally and the Dynamic Ally Shareholders;

(ii)            resolutions duly adopted by the Board of Directors of Dynamic Ally authorizing and approving the execution, delivery and performance of this Agreement;

(iii)           certificates representing the Dynamic Ally Equity Interests to be delivered pursuant to this Agreement duly endorsed or accompanied by duly executed stock powers or instruments of like tenor; and

(iv)           such other documents as Pubco may reasonably request in connection with the transactions contemplated hereby.

(b)           Representations and Warranties True and Correct. The representations and warranties of Dynamic Ally and the Dynamic Ally Shareholders herein contained shall be true in all material respects at the Closing with the same effect as though made at such time. Dynamic Ally and the Dynamic Ally Shareholders shall have performed in all material respects all obligations and complied in all material respects with all covenants and conditions required by this Agreement to be performed or complied with by them at or prior to the Closing.

(c)           No Adverse Effect. The business and operations of Dynamic Ally will not have suffered any Material Adverse Effect.

ARTICLE 8

SEC FILING; TERMINATION

8.1           This Agreement may be terminated at any time prior to the Closing:

(a)           by mutual written agreement of Pubco and Dynamic Ally Shareholders;

(b)           by either Pubco or the Dynamic Ally Shareholders if the Transaction shall not have been consummated for any reason by November 15, 2010; provided, however, that the right to terminate this Agreement under this Section 8.1(b) shall not be available to any party whose action or failure to act has been a principal cause of or resulted in the failure of the Transaction to occur on or before such date and such action or failure to act constitutes a breach of this Agreement;

(c)           by either Pubco or the Dynamic Ally Shareholders if a governmental entity shall have issued an order, decree or ruling or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Transaction, which order, decree, ruling or other action is final and non-appealable;

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(d)           by the Dynamic Ally Shareholders, upon a material breach of any representation, warranty, covenant or agreement on the part of Pubco or the Pubco Stockholders set forth in this Agreement, or if any representation or warranty of Pubco shall have become materially untrue, in either case such that the conditions set forth in Section 7.1 would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, provided, that if such inaccuracy in the representations and warranties by Pubco or the Pubco Stockholders or breach by Pubco or the Pubco Stockholders is curable by Pubco or the Pubco Stockholders prior to the Closing Date, then the Dynamic Ally Shareholders may not terminate this Agreement under this Section 8.1(d) for thirty (30) days after delivery of written notice from the Dynamic Ally Shareholders to Pubco and the Pubco Stockholders of such breach, provided Pubco and the Pubco Stockholders continue to exercise commercially reasonable efforts to cure such breach (it being understood that the Dynamic Ally Shareholders may not terminate this Agreement pursuant to this Section 8.1(d) if they shall have materially breached this Agreement or if such breach by Pubco or the Pubco Stockholders is cured during such thirty (30) day period); or

(e)           by Pubco or the Representative Stockholders, upon a material breach of any representation, warranty, covenant or agreement on the part of Dynamic Ally or the Dynamic Ally Shareholders set forth in this Agreement, or if any representation or warranty of Dynamic Ally or the Dynamic Ally Shareholders shall have become materially untrue, in either case such that the conditions set forth in Section 7.2 would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, provided, that if such inaccuracy in the representations and warranties by Dynamic Ally or the Dynamic Ally Shareholders or breach by Dynamic Ally or the Dynamic Ally Shareholders is curable by Dynamic Ally or the Dynamic Ally Shareholders prior to the Closing Date, then Pubco or the Representative Stockholders may not terminate this Agreement under this Section 8.1(e) for thirty (30) days after delivery of written notice from Pubco or the Representative Stockholders to Dynamic Ally and the Dynamic Ally Shareholders of such breach, provided Dynamic Ally and the Dynamic Ally Shareholders continue to exercise commercially reasonable efforts to cure such breach (it being understood that Pubco may not terminate this Agreement pursuant to this Section 8.1(e) if it shall have materially breached this Agreement or if such breach by Dynamic Ally or the Dynamic Ally Shareholders is cured during such thirty (30) day period).

8.2           Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d) or Section 8.1(e) and the proviso therein is applicable, thirty (30) days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 8.1, this Agreement shall be of no further force or effect and the Transaction shall be abandoned, except as set forth in Section 8.1, Section 8.2 and Article 9 (General Provisions), each of which shall survive the termination of this Agreement.

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ARTICLE 9

GENERAL PROVISIONS

9.1           Notices. Any and all notices and other communications hereunder shall be in writing and shall be deemed duly given to the party to whom the same is so delivered, sent or mailed at addresses and contact information set forth on the signature pages hereof (or at such other address for a party as shall be specified by like notice) Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) on the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto prior to 5:30 p.m. (Eastern Stan dard Time) on a business day, (b) on the next business day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is not a business day or later than 5:30 p.m. (Eastern Standard Time) on any business day, (c) on the second business day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given.

9.2           Interpretation. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. References to Sections and Articles refer to sections and articles of this Agreement unless otherwise stated.

9.3           Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated and the parties shall negotiate in good faith to modify this Agreement to preserve each party’s anticipated benefits under this Agreement.

9.4           Miscellaneous. This Agreement (together with all other documents and instruments referred to herein): (a) constitutes the entire agreement and supersedes all other prior agreements and undertakings, both written and oral, among the parties with respect to the subject matter hereof; (b) except as expressly set forth herein, is not intended to confer upon any other person any rights or remedies hereunder and (c) shall not be assigned by operation of law or otherwise, except as may be mutually agreed upon by the parties hereto.

9.5           Separate Counsel. Each party hereby expressly acknowledges that it has been advised to seek its own separate legal counsel for advice with respect to this Agreement, and that no counsel to any party hereto has acted or is acting as counsel to any other party hereto in connection with this Agreement.

9.6           Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclus ively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, County of New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of the Agreement), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement an d agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action or proceeding to enforce any provisions of the Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

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9.7           Counterparts and Facsimile Signatures. This Agreement may be executed in two or more counterparts, which together shall constitute a single agreement. This Agreement and any documents relating to it may be executed and transmitted to any other party by facsimile, which facsimile shall be deemed to be, and utilized in all respects as, an original, wet-inked manually executed document.

9.8           Amendment. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties upon approval by the party, if such party is an individual, and upon approval of the Boards of Directors of each of the parties that are corporate entities.

9.9           Parties In Interest. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective heirs, legal representatives, successors and assigns of the parties hereto.

9.10         Waiver. No waiver by any party of any default or breach by another party of any representation, warranty, covenant or condition contained in this Agreement shall be deemed to be a waiver of any subsequent default or breach by such party of the same or any other representation, warranty, covenant or condition. No act, delay, omission or course of dealing on the part of any party in exercising any right, power or remedy under this Agreement or at law or in equity shall operate as a waiver thereof or otherwise prejudice any of such party’s rights, powers and remedies. All remedies, whether at law or in equity, shall be cumulative and the election of any one or more shall not constitute a waiver of the right to pursue other available remedies.

9.11         Expenses. At or prior to the Closing, the parties hereto shall pay all of their own expenses relating to the transactions contemplated by this Agreement, including, without limitation, the fees and expenses of their respective counsel and financial advisers.

9.12         Counterparts. This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same Agreement. This Agreement, to the extent delivered by means of a facsimile machine or electronic mail (any such delivery, an “Electronic Delivery”), shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto, each other party hereto shall re-execute original forms hereof and deliver them in person to all other parties. No party hereto shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent such defense related to lack of authenticity.

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

PUBCO:

THE PARKVIEW GROUP, INC.,

a Delaware corporation

By:	/s/ Richard B. Frost
	Richard B. Frost
	Chief Executive Officer
Address for Notices:
Address:		21301 Powerline Road, Suite 103
		Boca Raton, Florida 33433
	Tel:	(561) 789-4162
	Fax:	(561) 558-1189

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SIGNATURE PAGE OF PUBCO STOCKHOLDERS

PUBCO STOCKHOLDERS:

Name	Address, Telephone, and Facsimile Number for Notice:		Signature:
Richard B. Frost	Address:	21301 Powerline Road, Suite 103
	Tel:	Boca Raton, Florida 33433
	Fax:	(561) 789-4162
		(561) 558-1189
Bert L. Gusrae	Address:	21301 Powerline Road, Suite 103
	Tel:	Boca Raton, Florida 33433
	Fax:	(561) 789-4162
		(561) 558-1189
Alicia M. LaSala	Address:	21301 Powerline Road, Suite 103
	Tel:	Boca Raton, Florida 33433
	Fax:	(561) 789-4162
		(561) 558-1189

SIGNATURE PAGE OF THE REPRESENTATIVE STOCKHOLDERS

/s/ Richard B. Frost

Richard B. Frost

/s/ Bert L. Gusrae

Bert L. Gusrae

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SIGNATURE PAGE OF DYNAMIC ALLY

Dynamic Ally:

Dynamic Ally Limited

By:	/s/ Phong Sae-Ia
Name:	Phong Sae-Ia
Title:	Director
Address for Notices:
Address:	22581397 CHARE ON KRUNG
	ON BANGKROLAEM, BANGKOK
	10120 THAILAND
Tel:	0563-4309932
Fax:	0563-4309977

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SIGNATURE PAGES OF DYNAMIC ALLY SHAREHOLDERS

DYNAMIC ALLY SHAREHOLDERS:

_______________________

By:

/s/ Phong Sae-Ia
Firm Success International Limited	/s/ Li Bogang
/s/ Xu Tie	/s/ Zhang Jingjie
/s/ Yang Hao	/s/ Chang Yengfang
/s/ Alan Refkin	/s/ David Dodge
/s/ Guy Billups	/s/ Mara Jacobs
/s/ Mark J. Brosso	/s/ Mark Sourian
/s/ Paul Melchorre
/s/ Meltronics Resources Partnership	/s/ Neil Anderson
/s/ Richard Cohen	/s/ Roderic Prat
/s/ Scott Boggio	/s/ Silvano Marchetto
/s/ Walter Billups

Address for Notices:

Address:

Tel:

Fax:

Please Check One:

The Dynamic Ally Shareholder hereby certifies that it is:

____	an “Accredited Investor” under Regulation D of the Securities Act and amended by the Dodd-Frank Wall Street Reform and Consumer Protection Act (see Section 3.4 and Annex III of this Agreement); or
____	a Non-U.S. Person, that hereby confirms that the representations and warranties in Section 3.4(b) of this Agreement are true and correct as to such Dynamic Ally Shareholder, and hereby accepts and agrees to comply with the covenants in Section 3.4(b).

SHARE EXCHANGE AGREEMENT

Page 33

EX-10.2

Exhibit 10.02

PERFORMANCE MILESTONE SHARES ESCROW AGREEMENT

THIS PERFORMANCE MILESTONE SHARES ESCROW AGREEMENT (this “Escrow Agreement”) is made as of the 10th day of November 2010, among The Parkview Group, Inc., a Delaware corporation (the “Company”), Laidlaw & Co. (UK) Ltd. (“Laidlaw”), on behalf of the Investors identified in the Subscription Agreement, Gersten Savage LLP, as escrow agent (“Escrow Agent”), and Firm Success International, Ltd. (the “Firm Success”).

RECITALS

A.          Firm Success is the principal stockholder of the Company.

B.           The Company is desirous of concluding a private offering (the “Offering”) of its Units (the “Units”), with each Unit consisting of four (4) shares of common stock, $0.001 par value (the “Common Stock”) and a Warrant to purchase one (1) share of Common Stock, to a number of “accredited investors” (the “Investors”), as such term is defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended and amended by the Dodd-Frank Wall Stree t Reform and Consumer Protection Act.

C.           To induce the Investors to purchase the Units, Firm Success has agreed to deposit 1,466,097 shares (the “Escrowed Shares”) of common stock, $0.0001 par value per share, of the Company with the Escrow Agent to be held in escrow in connection with the guarantee entered into of even date herewith, by and between Firm Success and Laidlaw (the “Guarantee”).

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereby agree as follows:

1.           Definitions.Unless otherwise defined herein or the context otherwise requires, the terms which are defined in the Guarantee are used in this Escrow Agreement as so defined.

2.           Appointment of Escrow Agent.The Company, Firm Success and Laidlaw, on behalf of each Investor, hereby appoint Escrow Agent as escrow agent in accordance with the terms and conditions set forth herein and the Escrow Agent hereby accepts such appointment.

3.           Establishment of Escrow.

(a)           The term “Escrow Fund” shall include all securities, property, cash or other assets delivered and to be delivered to and retained by Escrow Agent pursuant to this Escrow Agreement and the Guarantee. The Escrow Fund shall be held in escrow (“Escrow”) by Escrow Agent pursuant to the terms hereof. At the Closing, Firm Success will deliver to Escrow Agent certificates representing the Escrowed Shares, such shares to be held in Escrow for the benefit of the Investors and Firm Success. Firm Success shall provide at the Closing a stock power duly executed in blank and with signature medallion guaranteed by a national bank or trust company, to be similarly held in Escrow.

(b)           If after the Closing there is a stock or cash dividend declared or paid, or any other distribution of assets or property with respect to the Escrowed Shares, or if the shares of Company Common Stock shall be increased by reason of a subdivision of such shares, or other similar transactions, there shall be added to the Escrowed Fund all securities, property, cash or other assets receivable by Firm Success attributable to the Escrowed Shares.

(c)           Any and all new, substituted or additional securities, cash, assets or other property to which Firm Success is entitled pursuant to a Change in Control (as defined below) transaction by reason of its ownership of the Escrowed Shares shall become part of the Escrow Fund. Firm Success may instruct Escrow Agent as to the manner of disposition of the Escrowed Shares, whether by tender, exchange or otherwise, in accordance with the nature of any transaction initiated to effect a Change in Control, subject to the return of the consideration to be received in such transfer to the Escrow Fund.

(d)           During the term of this Escrow Agreement, no sale, transfer or other disposition of the Escrowed Shares may be made by Firm Success.

4.           Provision for Distribution of Escrow Fund.

(a)           Escrow Agent shall transfer to the Investors or Firm Success, as applicable, the Escrowed Shares contained in the Escrow Fund as are specified below based on the achievement by the Company of Adjusted Net Income (as hereinafter defined) of not less than $6,939,889 for the fiscal year ending December 31, 2010 (the “Target”). “Adjusted Net Income” means net income for the year ending December 31, 2010, as reported in the audited financial statements of the Company, as filed with the Securities and Exchange Commission, plus (a) stock based compensation charges associated with closing the share exchange agreement by and among the Company, Dynamic Ally Ltd. (“Dynamic”) and the shareholders of Dynamic (the “Share Exchange”) and the Offering, and (b) cash charges related to the Share Exchange and the Offering, which (b) shall not exceed $705,000 in the aggregate.

(b)           Upon receipt of a joint certificate instructing Escrow Agent to make a transfer in accordance with this Section 4 (which certificate shall attach the relevant consolidated financial statements of the Company supporting the Target calculations), the Escrowed Shares shall be distributed within five (5) business days to the Investors or Firm Success, as applicable. Escrowed Shares, if distributed to the Investors, shall be distributed in proportion to their respective purchases of Units in the Offering.

(c)           The Escrow shall terminate when all assets in the Escrow Fund have been distributed in accordance with the terms of this Escrow Agreement.

5.           Investment of Cash.

(a)           Escrow Agent is hereby instructed and directed to invest any cash in the Escrow Fund in a special interest-bearing attorneys’ escrow account to be maintained at a national bank. If directed to do so jointly by the Company, Firm Success and Laidlaw in writing, the Escrow Agent may invest the Escrow Fund in money market funds offered by such bank or in obligations of the United States of America having a maturity of one year or less. If funds are to be distributed to Firm Success on a particular date, Escrow Agent shall liquidate such investments into cash sufficient to make the required distributions to Firm Success and shall distribute such cash in accordance with Section 4 hereof.

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(b)           Escrow Agent shall hold the income, interest or accretion with respect to the Escrow Fund as part of the Escrow Fund to be disposed of in such manner as the principal amount of the Escrow Fund shall be paid over to the Investors or Firm Success.

6.           Escrow Agent.

(a)           Escrow Agent may act upon any instrument or other writing believed by it in good faith to be genuine and to be signed or presented by the proper persons, and it shall not be liable in connection with the performance by it of its duties pursuant to the provisions of this Escrow Agreement, except for its own willful misconduct or gross negligence. Without limiting the foregoing, Escrow Agent shall have no responsibility for the accuracy of any report or other document or certificate filed with it hereunder. Escrow Agent shall in no event be liable for any payments except to the extent of the Escrow Fund.

(b)           Escrow Agent shall be reimbursed by the Company for its reasonable expenses incurred in connection with the performance by it of such services. Escrow Agent will receive a fee of $5,000 upon the disposition of the Escrowed Shares. The Company shall be responsible for such fee.

(c)           Until such time as the Escrowed Shares are delivered pursuant to Section 4 above, Firm Success shall be entitled to vote the Escrowed Shares or other securities in the Escrow Fund, provided that Firm Success shall not take any actions or inactions which would have a material adverse effect on the provisions set forth under this Escrow Agreement.

(d)           Escrow Agent, or any successor to it hereafter appointed, may at any time resign by giving notice in writing to the parties and shall be discharged of its duties hereunder upon the appointment of the successor escrow agent as hereinafter provided. In the event of any such resignation, the parties shall appoint a successor escrow agent, which shall be a bank or trust company, or other firm or corporation organized under the laws of the United States of America or any state thereof. Any such successor escrow agent shall deliver to the parties a written instrument accepting such appointment hereunder, and thereupon it shall succeed to all the rights and duties of Escrow Agent hereunder and shall be entitled to receive and hold in Escrow all the Escrow Funds and any ass ets then held by the predecessor escrow agent hereunder.

(e)           Escrow Agent shall not be responsible for the identity, authority or rights of any person, firm or corporation, executing or delivering or purporting to execute or deliver this Escrow Agreement or any document or security deposited hereunder or any endorsement thereof or assignment thereof.

(f)           Escrow Agent shall have no duties or responsibilities except as expressly provided in this Escrow Agreement and shall neither be obligated to recognize nor have any liability or responsibility arising under any other agreement to which Escrow Agent is not a party, even though reference thereto may be made herein or a copy thereof attached hereto. The Company and Firm Success acknowledge that the Escrow Agent has rendered and will continue to render legal advice to Laidlaw, and the Company and Firm Success hereby waive any claims of conflict of interest by reason of such legal representation.

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7.           Miscellaneous.

(a)           Notices. Any notice, communication, request, reply or advice (hereinafter severally and collectively called “notice”) in this Escrow Agreement provided or permitted to be given or made by any party to another must be in writing and may be given or served by depositing the same postage prepaid and registered or, certified with return receipt requested, or by delivering the same in person to the person to be notified. Notice deposited in the mail in the manner hereinabove described shall be effective 48 hours after such deposit, except for notices to the Escrow Agent, which shall be deemed effective upon receipt. For purposes of notice and addresses of the parties, shall, until changed as hereinafter provided, be as follows:

(i)	If to the Company:
	Attention:
(ii)	If to Laidlaw:
	Laidlaw & Company (UK) Ltd.
	90 Park Avenue, 31st Floor
	New York, New York 10016
	Attention: Lance B. Friedman
(iii)	If to Firm Success, to their addresses provided under their signatures below
	with a copy to:
	Sichenzia Ross Friedman Ference LLP
	61 Broadway, 32nd Floor
	New York, New York 10006
	Attention: Marc J. Ross, Esq.
(iii)	If to the Escrow Agent:
	Gersten Savage, LLP
	600 Lexington Avenue
	9th Floor
	New York, NY 10022
	Attention: Arthur Marcus, Esq.

or at such other addresses as any party may have advised the other parties in writing;

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Any distribution of shares or assets from the Escrow Fund may be sent or given to Firm Success in the same manner as a notice, at the address specified above.

(b)           Successors and Assigns. All the terms and conditions of this Escrow Agreement shall be binding upon, and inure to the benefit of and be enforceable by, the parties hereto and their respective successors, assigns, heirs and legal representatives. Firm Success shall not voluntarily transfer or otherwise assign any right in or to the Escrow Fund or any interest in this Escrow Agreement without the prior written consent of the Company, Laidlaw and Escrow Agent, and any such attempted transfer or assignment without the prior written consent of the Company, Laidlaw and Escrow Agent shall be null and void. No person, firm or corporation will be recognized by Escrow Agent as a successor, heir or personal repre sentative of any party hereto until there shall be presented to Escrow Agent evidence satisfactory to it of such succession.

(c)           Rights as a Stockholder. Except as otherwise provided herein, Firm Success shall, during the term of this Escrow Agreement, exercise all rights and privileges of a stockholder of the Company with respect to the Escrowed Shares or other securities in the Escrow Fund.

(d)           Governing Law. It is the intention of the parties that the substantive laws (and not the laws of conflicts of law) of New York shall govern the validity of this Escrow Agreement, the construction of its terms and the interpretation of the rights and duties of the parties.

(e)           Counterpart Execution. This Escrow Agreement may be executed in one or more counterparts, with the same effect as if all parties had signed the same document. Each such counterpart shall be an original, but all such counterparts together shall constitute a single agreement. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

(f)           Severability. Each provision of this Escrow Agreement is intended to be severable. In the event that any one or more of the provisions contained in this Escrow Agreement shall for any reason be held to be invalid, illegal or unenforceable, the same shall not affect any other provisions of this Escrow Agreement, but this Escrow Agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been contained therein.

(g)           Integrated Agreement. Except as provided in the next following sentence, this Escrow Agreement constitutes the entire understanding and agreement among the parties hereto with respect to the subject matter hereof, and there are no agreements, understandings, restrictions, representations or warranties among the parties other than those set forth herein or herein provided for.

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(h)           Change in Control. For the purposes hereof, a “Change in Control” shall have occurred if (A) any person, corporation, limited liability company, partnership, trust, association, enterprise or group shall become the beneficial owner, directly or indirectly, of stock of the Company possessing at least 50% of the voting power (for the election of directors) of the outstanding capital stock of the Company or (B) at any time fewer than 51% of the members of the Board of Directors of the Company shall be persons who are either nominated for election by such Board of Directors or were elected by such Board of Directors, or (C) there shall be a sale of all or substantially all of the Company’s assets or the Company shall merge or consolidate with another corporation and the stockholders of the Company immediately prior to such transaction do not own, immediately after such transaction, stock of the purchasing or surviving corporation in this transaction (or of the parent corporation of the purchasing or surviving corporation) possessing more than 50% of the voting power (for the election of directors) of the outstanding stock of that corporation, which ownership shall be measured without regard to any stock of the purchasing, surviving or parent corporation owned by, the stockholders of the Company before the transaction.

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

		THE PARKVIEW GROUP, INC.
		By:	/s/ David Dodge
GERSTEN SAVAGE, LLP, as Escrow Agent		LAIDLAW & CO. (UK) LTD., on behalf of the Investors
By:	/s/ Arthur Marcus	By:	/s/ Daniel Guilfoile
	An Authorized Officer
FIRM SUCCESS INTERNATIONAL, LTD.		Address:
		____________________________________
		____________________________________
		____________________________________
By:	/s/ Phong Sae-Ia
	An Authorized Officer

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EX-10.3

Exhibit 10.03

GUARANTEE

THIS GUARANTEE (the “Guarantee”) is entered into as of November 10, 2010 by FIRM SUCCESS INTERNATIONAL, LTD., a corporation incorporated under the laws of the British Virgin Islands (the “Guarantor”), in favor of LAIDLAW & CO. (UK) LTD., a corporation incorporated under the laws of the United Kingdom (“Laidlaw”), in its capacity as representative of the Investors, as hereinafter defined.

RECITALS

A.           Guarantor is the principal stockholder of The Parkview Group, Inc., a Delaware corporation (the “Company”).

B.           The Company is desirous of concluding a private offering of its Units (the “Units”), with each Unit consisting of four (4) shares of common stock, $0.001 par value (the “Common Stock”) and a Warrant to purchase one (1) share of Common Stock, to a number of “accredited investors” (the “Investors”), as such term is defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended and amended by the Dodd-Frank Wall Street Reform and Consumer Protection Act.

C.           To induce the Investors to purchase the Units, the Guarantor has agreed to deposit 1,466,097 shares (the “Collateral”) of common stock, $0.0001 par value per share, of the Company with Gersten Savage LLP (the “Escrow Agent”) to be held in escrow as set forth in such escrow agreement of even date herewith (the “Escrow Agreement”), among the Guarantor, the Escrow Agent and Laidlaw, as representative of the Investors.

D.           The Guarantor wishes to grant Laidlaw assurance in order to guarantee the Company’s attainment of a certain Target, as defined in the Escrow Agreement.

Accordingly,the Guarantor individually hereby agrees as follows:

1.           Guarantee. The Guarantor unconditionally and irrevocably guarantees to Laidlaw, as representative of the Investors, the full and punctual attainment of the Target (the “Obligations”).

2.           Limited Recourse. Notwithstanding anything contained in this Guarantee to the contrary, the only recourse that Laidlaw shall have under this Guarantee shall be against the Collateral owned by the Guarantor and held by the Escrow Agent pursuant to the Escrow Agreement. Laidlaw shall have no recourse against any of the other property and assets of the Guarantor to satisfy the obligations of the Guarantor under this Guarantee and under the Escrow Agreement.

3.           Guarantee Continuing, Absolute Unlimited. The liability of the Guarantor hereunder shall be absolute and unconditional and shall not be affected by:

a.           any lack of validity or enforceability of any agreements between the Company and the Investors and/or the Company and Laidlaw;

b.           any change in the time, manner or place of payment of or in any other term of such agreements or the failure on the part of the Company to carry out any of its obligations under such agreements;

c.           any impossibility, impracticability, frustration of purpose, illegality, force majeure or act of government;

d.           the bankruptcy, winding-up, liquidation, dissolution or insolvency of the Company, Laidlaw or the Investors or any party to any agreement to which Laidlaw is, and/or the Investors are, party;

e.           any lack or limitation of power, incapacity or disability on the part of the Company or of the directors, partners or agents thereof or any other irregularity, defect or informality on the part of the Company in its obligations to the Investors and/or Laidlaw; or

f.           any other law, regulation or other circumstance which might otherwise constitute a defence available to, or a discharge of, the Company in respect of any or all of the Obligations.

4.           No Release or Discharge. The liability of the Guarantor hereunder shall not be released, discharged, limited or in any way affected by anything done, suffered or permitted by the Investors and/or Laidlaw in connection with any duties or liabilities of the Guarantor to the Investors and/or Laidlaw or any security therefor including any loss of or in respect of any security received by Laidlaw from the Guarantor or others. Laidlaw, on behalf of the Investors, without releasing, discharging, limiting or otherwise affecting in whole or in part the Guarantor’s liability hereunder, may:

a.           grant time, renewals, extensions, indulgences, releases and discharges to the Guarantor;

b.           take or abstain from taking securities or collateral from the Guarantor;

c.           accept compromises from the Guarantor; or

d.           otherwise deal with the Guarantor and all other persons and security interests as Laidlaw may see fit.

5.           Return of Collateral. Upon the attainment of the Target, the Collateral shall be returned to Guarantor and Laidlaw’s interest and rights in and to the Collateral shall terminate.

6.           No Exhaustion of Remedies. Laidlaw shall not be bound or obligated to exhaust its recourse against the Company or other persons or any securities or collateral it may hold or take any other action before being entitled to demand payment from the Guarantor hereunder.

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7.           No Set-off. The Guarantor shall not claim any set-off or counterclaim against the Company in respect of any liability of the Company to the Guarantor. The Guarantor shall not be entitled to receive any additional shares of capital stock or other consideration in the event that the Target is not achieved and the Collateral is released to the Investors.

8.           Continuing Guarantee. This Guarantee shall be a continuing guarantee and shall be binding as a continuing obligation of the Guarantor.

9.           Subrogation. If (i) the Guarantor delivers the Collateral to Laidlaw under this Guarantee, Laidlaw will, at the Guarantor’s request, execute and deliver to the Guarantor appropriate documents, without recourse and without representation and warranty, necessary to evidence the transfer by subrogation to the Guarantor of an interest in the Obligations and any security held therefor resulting from such performance by the Guarantor.

10.           Waiver of Notice of Acceptance. The Guarantor hereby waives notice of acceptance of this instrument.

11.           Entire Agreement. This Guarantee, together with the Escrow Agreement, constitute the entire agreement among Laidlaw, as agent of the Investors, the Company and the Guarantor with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between such parties with respect thereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, expressed, implied or statutory, among such parties other than as expressly set forth in this Guarantee and the Escrow Agreement.

12.           No Waiver, Remedies. No failure on the part of Laidlaw to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude the other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

13.           Severability. If any provision of this Guarantee is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof shall continue in full force and effect.

14.           Governing Law. THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW.

15.           Notice. Any demand, notice or other communication (a “Communication”) to be given in connection with this Guarantee shall be given in the manner and to the respective addresses set forth in the Escrow Agreement.

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16.           Assignment. The rights of Laidlaw under this Guarantee may be assigned by Laidlaw without the prior consent of the Company or the Guarantor. The Guarantor may not assign its obligations under this Guarantee.

17.           Interpretation. Guarantor and Laidlaw have participated jointly in the negotiating and drafting of this Guarantee. If an ambiguity or a question of intent or interpretation arises, this Guarantee shall be construed as if drafted jointly by Guarantor and Laidlaw, and no presumption or burden of proof shall arise favoring or disfavoring Guarantor or Laidlaw, as the case may be, by virtue of the authorship of any provisions of this Guarantee.

18.           Miscellaneous.

 a.           Any term of this Guarantee may be amended, waived, discharged or terminated only by an instrument in writing signed by the Guarantor and Laidlaw.

 b.           The headings in this Guarantee are for purposes of reference only and shall not limit or define the meaning hereof.

 c.           If it ever becomes necessary to employ counsel to collect this obligation, the Guarantor shall pay all expenses and costs, including reasonable attorney’s fees and out-of-pocket expenses of said attorney for the services of such counsel, whether or not suit be brought and including those incurred in post-judgment collection efforts and in any bankruptcy proceeding (including any action for relief from the automatic stay of any bankruptcy proceeding).

d.           This Guarantee may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

[signature page follows]

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IN WITNESS WHEREOF,the undersigned has caused this Guarantee to be executed and delivered as of the day and year first above written.

	FIRM SUCCESS INTERNATIONAL, LTD.
	/s/ Phong Sae-Ia
	Name: Phong Sae-Ia
	Title: Director
WITNESS:	/s/ Di Guofang
	Name: Di Guofang

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EX-10.6

Exhibit 10.04

CONSULTING SERVICES AGREEMENT

This Consulting Services Agreement (this “Agreement”) is dated May 26, 2010, and is entered into in Ningguo City, Anhui Province, People’s Republic of China (“PRC” or “China”) by and between Ningguo Taiyang Incubation Plant Co., Ltd. (“Party A”), and Auhui Taiyang Poultry Co., Ltd. (“Party B”). Party A and Party B are referred to collectively in this Agreement as the “Parties.”

R E C I T A L S

(1)      Party A, a company incorporated in the PRC as a foreign invested enterprise, has the expertise in the business of consulting;

(2)      Party B, a company incorporated in China, is engaged in the business of cultivating and trading ducks; processing, trading and selling ducklings, feeds, byproducts of ducklings, and raw materials and byproducts of feeds (to operate according to relevant administration license where so required for an item) (the “Business”);

(3)      The Parties desire that Party A provide consulting and other relevant services relating to the Business to Party B;

           The Parties are entering into this Agreement to set forth the terms and conditions under which Party A shall provide consulting and other related services to Party B.

NOW THEREFORE, the Parties agree as follows:

1.                           DEFINITIONS

1.1In this Agreement the following terms shall have the following meanings:

 “Affiliate,” with respect to any Person, shall mean any other Person that directly or indirectly controls, or is under common control with, or is controlled by, such Person.  As used in this definition, “control” shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether ownership of securities or partnership or other ownership interests, by contract or otherwise);

 “Consulting Services Fee” shall be as defined in Clause 3.1;

 “Indebtedness” shall mean, as to any Person, without duplication, (i) all indebtedness (including principal, interest, fees and charges) of such Person for borrowed money for the deferred purchase price of property or services, (ii) the face amount of all letters of credit issued for the amount of such Person and all drafts drawn thereunder, (iii) all liabilities secured by any Lien on any property owned by such person, whether or not such liabilities have been assumed by such Person, (iv) the aggregate amount required to be capitalized under leases under which such Person is the lessee and (v) all contingent obligations (including, without limitation, all guarantees to third parties) of such Person;

 “Lien” shall mean any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), preference, priority or other security agreement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement, any financing or similar statement or notice filed under recording or notice statute, and any lease having substantially the same effect as any of the foregoing);

 “Person” shall mean any individual, corporation, company, voluntary association, partnership, joint venture, trust, unincorporated organization, entity or other organization or any government body;

 “PRC” means the People’s Republic of China;

 “Services” means the services to be provided under the Agreement by Party A to Party B, as more specifically described in Clause 2.

1.2           The headings in this Agreement shall not affect the interpretation of this Agreement.

2.             RETENTION AND SCOPE OF SERVICES

2.1           Party B hereby agrees to retain the services of Party A, and Party A accepts such appointment, to provide to Party B services in relation to the current and proposed operations of Party B’s business in the PRC pursuant to the terms and conditions of this Agreement.  The services subject to this Agreement shall include, without limitation:

(a)           General Business Operation.  Provide general advice and assistance relating to the management and operation of the Business of Party B.

(b)           Human Resources.

(i)           Provide general advice and assistance in relation to the staffing of Party B, including assistance in the recruitment, employment and secondment of management personnel, administrative personnel and staff of Party B;

(ii)Provide training of management, staff and administrative personnel;

(iii)           Assist Party B to establish an efficient payroll management system; and

Consulting Services Agreement

TAIYANG

-2-

(iv)           Provide assistance in the relocation of Party B’s management and staff.

(c)           Business Development. Provide advice and assistance in business growth and development.

(d)           Other.  Such other advice and assistance as may be agreed upon by the Parties.

2.2           Exclusive Services Provider.  During the term of this Agreement, Party A shall be the exclusive provider of the Services.  Party B shall not seek or accept similar services from other providers unless the prior written approval is obtained from Party A.

2.3           Intellectual Property Rights Related to the Services.  Party A shall own all intellectual property rights developed or discovered through research and development, in the course of providing Services, or derived from the provision of the Services.  Such intellectual property rights shall include patents, trademarks, trade names, copyrights, patent application rights, copyright and trademark application rights, research and technical documents and materials, and other related intellectual property rights including the right to license or transfer such intellectual property rights.  If Party B requires the use of Party A’s intellectual property rights, Party A agrees to grant such intellectual property rights to Party B on terms and conditions to be set forth in a separate agreement.

2.4           Pledge.  Party B shall permit and cause the owners of Party B to pledge their equity interests in Party B to Party A for securing the Consulting Services Fee as required pursuant to this Agreement.

3.            PAYMENT

3.1           General.

(a)           In consideration of the Services provided by Party A hereunder, Party B shall pay to Party A a consulting services fee (the “Consulting Services Fee”) during the term of this Agreement, payable in RMB each quarter, equal to all of its net income for such quarter based on the quarterly financial statements provided under Clause 5.1 below. Such quarterly payment shall be made within fifteen (15) days after receipt by Party A of the financial statements referenced above.

(b)           Party B will permit, from time to time during regular business hours as reasonably requested by Party A, its agents or representatives (including independent public accountants, which may be Party B’s independent public accountants), (i) to conduct periodic audits of the financial books and records of Party B, (ii) to examine and make copies and abstracts from all books, records and documents (including, without limitation, computer tapes and disks) in the possession or under the control of Party B (iii) to visit the offices and properties of Party B for the purpose of examining such materials described in clause (ii) above, and (iv) to discuss matters relating to the performance by Party B hereunder with any of the officers or employees of Party B having knowledge of such matters.  Party A may exercise the audit rights described herein at any time, provided that Party A provides a ten (10) day written notice to Party B specifying the scope, purpose and duration of such audit.  All such audits shall be conducted in such a manner as not to interfere with Party B’s normal operations.

Consulting Services Agreement

TAIYANG

-3-

3.2           Party B shall not be entitled to set off any amount it may claim is owed to it by Party A against any Consulting Services Fee payable by Party B to Party A unless Party B first obtains Party A’s prior written consent.

3.3           The Consulting Services Fee shall be paid in RMB by telegraphic transfer to Party A’s bank account, or to such other account or accounts as may be specified in writing from time to time by Party A.

3.4           Should Party B fail to pay all or any part of the Consulting Services Fee due to Party A in RMB under this Clause 3 within the time limits stipulated, Party B shall pay to Party A interest in RMB on the amount overdue based on the three (3) month lending rate for RMB published by the Bank of China on the relevant due date.

3.5           All payments to be made by Party B hereunder shall be made free and clear and without any consideration of tax deduction, unless Party B is required to make such payment subject to the deduction or withholding of tax.

4.           FURTHER TERMS OF COOPERATION

All business revenue of Party B shall be directed in full by Party B into a bank account nominated by Party A.

5.           UNDERTAKINGS OF PARTY A

Party B hereby agrees that, during the term of the Agreement:

5.1           Information Covenants.  Party B shall provide to Party A:

5.1.1  Preliminary Monthly Reports. Within five (5) days after the end of each calendar month the preliminary income statements and balance sheets of Party B made up to as of the end of such calendar month, in each case prepared in accordance with the generally accepted accounting principles of the PRC.

5.1.2  Final Monthly Reports. Within ten (10) days after the end of each calendar month, a final report from Party B on the financial and business operations of Party B as of the end of such calendar month, setting forth the comparison of financial and operation figures for the corresponding period in the preceding financial year, in each case prepared in accordance with generally accepted accounting principles of the PRC.

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5.1.3  Quarterly Reports. As soon as available and in any event within forty-five (45) days after each Quarterly Period (as defined below), unaudited consolidated and consolidating statements of income, retained earnings and changes in financial positions of Party B and its subsidiaries for such Quarterly Period, and for the period from the beginning of the relevant fiscal year to such Quarterly Date, and the related consolidated and consolidating balance sheets as of such Quarterly Period, setting forth in each case the actual versus budgeted comparisons and a comparison of the corresponding consolidated and consolidating figures for the corresponding period in the preceding fiscal year, accompanied by a certific ate of Party B’s Chief Financial Officer, and such certificate shall state that the said financial statements fairly represent the consolidated and consolidating financial conditions and results of operations, as the case may be, of Party B and its subsidiaries, in accordance with the general accepted accounting principles of the PRC for such period (subject to normal year-end audit adjustments and the preparation of notes for the audited financial statements).  For the purpose of this Agreement, a “Quarterly Period” shall mean the last day of March, June, September and December of each year, the first of which shall be the first Quarterly Period following the date of this Agreement; provided that if any such Quarterly Period is not a business day in the PRC, then such Quarterly Period shall be the next succeeding business day in the PRC.

5.1.4           Annual Audited Accounts.  Within three (3) months after the end of the financial year, Party B’s annual audited accounts (setting forth in each case the comparison of the corresponding figures for the preceding financial year), shall be prepared in accordance with the generally accepted accounting principles of the PRC.

5.1.5           Budgets. At least ninety (90) days prior to Party B’s fiscal year, Party B shall prepare a budget in a form satisfactory to Party A (including budgeted statements of income and sources and uses of cash and balance sheets) for each of the four quarters of the fiscal year accompanied by the statement of Party B’s Chief Financial Officer, to the effect that, to the best of his or her knowledge, the budget is a reasonable estimate for the corresponding period.

5.1.6           Notice of Litigation. Party B shall notify Party A, within one (1) business day of obtaining the knowledge thereof, of (i) any litigation or governmental proceeding pending against Party B which could materially adversely affect the business, operations, property, assets, condition or prospects of Party B and (ii) any other event which is likely to materially adversely affect the business, operations, property, assets, condition or prospects of Party B.

5.1.7           Other Information.  From time to time, such other information or documents as Party A may reasonably request.

5.2         Books, Records and Inspections.  Party B shall keep accurate books and records of its business activities and transactions according with PRC’s generally accepted accounting principles and all other legal requirements.  During an appropriate time and within a reasonable scope requested by Party A, Party B will permit Party A’s officers and designated representatives to visit the premises of Party B and to inspect, under the guidance of Party B’s officers, Party B’s books and records, and to discuss the affairs, finances and accounts of Party B.

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5.3           Corporate Franchises.  Party B will do or cause to be done, all things necessary to preserve and keep in full force and effect its existence and maintain its material rights and licenses.

5.4           Compliance with Laws.  Party B shall abide by all applicable laws, regulations and orders of all relevant governmental administration, including but not limited to United States Foreign Corrupt Practices Act, in respect to its business and the ownership of its property, including, without limitation, maintenance of valid and proper governmental approvals and licenses necessary to provide the services, unless such noncompliance could not, in the aggregate, have a material adverse effect on the business, operations, property, assets, condition or prospects of Party B.

6.            NEGATIVE COVENANTS

Party B covenants and agrees that, during the term of this Agreement, without the prior written consent of Party A:

6.1           Equity.     Party B will not issue, purchase or redeem any equity or debt, or equity or debt securities of Party B.

6.2           Liens.       Party B will not create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets (real or personal, tangible or intangible) of Party B whether existing or hereafter acquired, provided that the provisions of this Clause 6.1 shall not prevent the creation, incurrence, assumption or existence of:

 6.2.1          Liens for taxes not yet due, or Liens for taxes being contested in good faith and by appropriate proceedings for which adequate reserves have been established; and

 6.2.2          Liens in respect to Party B’s property or assets imposed by law, which were incurred in the ordinary course of business, and (x) which do not in the aggregate, materially detract from the value of Party B’s property or assets or materially impair the use thereof in the operation of Party B’s business or (y) which are being contested in good faith by appropriate proceedings and proceedings which have the effect of preventing the forfeiture or sale of the property of assets subject to any such Lien.

6.3           Consolidation, Merger, Sale of Assets, etc.  Party B will not wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation, or convey, sell, lease or otherwise dispose of (or agree to do any of the foregoing at any future time) all or any part of its property or assets, or purchase or otherwise acquire (in one or a series of related transactions) any part of the property or assets (other than purchases or other acquisitions of inventory, materials and equipment in the ordinary course of business) of any Person, except that (i) Party B may sell inventory in the ordinary course of business and (ii) Party B may sell equipment which is uneconomic or obsolete, in the ordinary course of business.

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6.4           Dividends.  Party B will not declare or pay any dividends, or return any capital, to its shareholders or authorize or make any other distribution, payment or delivery of property or cash to its shareholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock now or hereafter outstanding (or any options or warrants issued by Party B with respect to its capital stock), or set aside any funds for any of the foregoing purposes.

6.5           Leases.  Party B will not permit the aggregate payments (including, without limitation, any property taxes paid as additional rent or lease payments) by Party B under agreements to rent or lease any real or personal property to exceed the amount agreed by Party A in any fiscal year of Party B.

6.6           Indebtedness.  Party B will not contract, create, incur, assume or suffer to exist any indebtedness, except accrued expenses and current trade accounts payable incurred in the ordinary course of business, and obligations under trade letters of credit incurred by Party B in the ordinary course of business, which are to be repaid in full not more than one (1) year after the date on which such indebtedness is originally incurred to finance the purchase of goods by Party B.

6.7           Advances, Investment and Loans.  Party B will not lend money or credit or make advances to any Person, or purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, any other Person, except that Party B may acquire and hold receivables owing to it, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms.

6.8           Transactions with Affiliates or Related Parties.  Party B will not enter into any transaction or series of related transactions, whether or not in the ordinary course of business, with any Affiliate or Related Parties of Party B, other than on terms and conditions substantially as favorable to Party B as would be obtainable by Party B at the time in a comparable arm’s-length transaction with a Person other than an Affiliate or Related Parties and with the prior written consent of Party A. The term “Affiliate or Related Parties” shall mean the Shareholders and (a) each individual who is, or who has at any time been, an officer, d irector or executive employee of Party B or any Affiliate; (b) each member of the family of the Shareholders and  each of the individuals referred to in clause “(a)” above; and (c) any entity in which any one of the individuals referred to in clauses “(a)” and “(b)” above holds or held (or in which more than one of such individuals collectively hold or held), beneficially or otherwise, a controlling interest or a material voting, proprietary or equity interest.

6.9           Capital Expenditures.  Party B will not make any expenditure for fixed or capital assets (including, without limitation, expenditures for maintenance and repairs which are capitalized in accordance with generally accepted accounting principles in the PRC and capitalized lease obligations) during any quarterly period which exceeds the aggregate the amount contained in the budget as set forth in Section 5.1.5.

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6.10           Modifications to Debt Arrangements, Agreements or Articles of Association.  Party B will not (i) make any voluntary or optional payment or prepayment on or redemption or acquisition for value of (including, without limitation, by way of depositing with the trustee with respect thereto money or securities before due for the purpose of paying when due) any existing Indebtedness or (ii) amend or modify, or permit the amendment or modification of, any provision of any existing Indebtedness or of any agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any of the foregoing or ( iii) amend, modify or change its Articles of Association or business license, or any agreement entered into by it, with respect to its capital stock, or enter into any new agreement with respect to its capital stock.

6.11           Line of Business.  Party B will not engage (directly or indirectly) in any business other than those types of business prescribed within the business scope of Party B’s business license except with the prior written consent of Party A.

7.            TERM AND TERMINATION

7.1           This Agreement shall take effect on the date of execution of this Agreement and shall remain in full force and effect unless terminated pursuant to Clause 7.2.

7.2           This Agreement may be terminated:

 7.2.1         By Party A giving written notice to Party B if Party B has committed a material breach of this Agreement (including, but not limited to, the failure by Party B to pay the Consulting Services Fee) and such breach, if capable of remedy, has not been so remedied within fourteen (14) days, in the case of breach of a non-financial obligation, following the receipt of such written notice;

 7.2.2         Either Party giving written notice to the other Party if the other Party becomes bankrupt or insolvent or is the subject of proceedings or arrangements for liquidation or dissolution or ceases to carry on business or becomes unable to pay its debts as they become due;

 7.2.3        By either Party giving written notice to the other Party if, for any reason, the operations of Party A are terminated;

 7.2.4        By either Party giving written notice to the other Party if circumstances arise which materially and adversely affect the performance or the objectives of this Agreement; or

 7.2.5        By election of Party A with or without reason.

7.3           Any Party electing to terminate this Agreement pursuant to Clause 7.2 shall have no liability to the other Party for indemnity, compensation or damages arising solely from the exercise of such termination right.  The expiration or termination of this Agreement shall not affect the continuing liability of Party B to pay any Consulting Services Fees already accrued or due and payable to Party A.  Upon expiration or termination of this Agreement, all amounts then due and unpaid to Party A by Party B hereunder, as well as all other amounts accrued but not yet payable to Party A by Party B, shall hereby become due and payable by Party B to Party A.

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8.             PARTY A’S REMEDY UPON PARTY B’S BREACH

In addition to the remedies provided elsewhere under this Agreement, Party A shall be entitled to remedies permitted under PRC laws, including, without limitation, compensation for any direct and indirect losses arising from the breach and legal fees incurred to recover losses from such breach.

9.            AGENCY

The Parties are independent contractors, and nothing in this Agreement shall be construed to constitute either Party to be the agent, partner, legal representative, attorney or employee of the other for any purpose whatsoever.  Neither Party shall have the power or authority to bind the other except as specifically set out in this Agreement.

10.           GOVERNING LAW AND JURISDICTION

10.1           Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the PRC.

10.2           Arbitration.  Any dispute arising from, out of or in connection with this Agreement shall be settled through amicable negotiations between the Parties and/or arbitration in accordance with this Clause 10.2.  Such negotiations shall begin immediately after one Party has delivered to the other Party a written request for such negotiation.  If, within ninety (90) days following the date of such notice, the dispute cannot be settled through negotiations, the dispute shall, upon the request of either Party with notice to the other Party, be submitted to arbitration in China under the auspices of China International Economic and Tr ade Arbitration Commission (the “CIETAC”).  The Parties shall jointly appoint a qualified interpreter for the arbitration proceeding and shall be responsible for sharing in equal portions the expenses incurred by such appointment.  The arbitration proceeding shall take place in Beijing, China.  The outcome of the arbitration shall be final and binding and enforceable upon the Parties.

10.3           Number and Selection of Arbitrators. There shall be three (3) arbitrators.  Party B shall select one (1) arbitrator and Party A shall select one (1) arbitrator, and both arbitrators shall be selected within thirty (30) days after giving or receiving the demand for arbitration.  Such arbitrators shall be freely selected, and the Parties shall not be limited in their selection to any prescribed list.  The chairman of the CIETAC shall select the third arbitrator.  If a Party does not appoint an arbitrator who consents to participate within thirty (30) days after giving or receiving the demand for arbitration, the relev ant appointment shall be made by the chairman of the CIETAC.

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10.4           Arbitration Language and Rules.  Unless otherwise provided by the arbitration rules of CIETAC, the arbitration proceeding shall be conducted in English.  The arbitration tribunal shall apply the arbitration rules of the CIETAC.  However, if such rules are in conflict with the provisions of this clause, or with Section 10 of this Agreement, then the terms of Section 10 of this Agreement shall prevail.

10.5           Cooperation; Disclosure. Each Party shall cooperate with the other Party in making full disclosure of and providing complete access to all information and documents requested by the other Party in connection with such proceedings, subject only to any confidentiality obligations binding on such Parties.

10.6           Jurisdiction. Judgment rendered by the arbitration may be entered into by any court having jurisdiction, or application may be made to such court for a judicial recognition of the judgment or any order of enforcement thereof.

10.7           Continuing Obligations. The Parties shall continue their implementation of this Agreement during the period when the relevant dispute is being resolved,

11.          ASSIGNMENT

No part of this Agreement shall be assigned or transferred by either Party without the prior written consent of the other Party.  Any such assignment or transfer shall be void.  Party A, however, may assign its rights and obligations hereunder to an Affiliate without Party B’s consent.

12.          NOTICES

Notices or other communications required to be given by any Party pursuant to this Agreement shall be written in English and Chinese and delivered personally or sent by registered mail or prepaid mail or by a recognized courier service or by facsimile transmission to the address of relevant each Party or both Parties set forth below or other address of the Party or of the other addressees specified by such Party from time to time. The date when the notice is deemed to be duly served shall be determined as the follows: (a) a notice delivered personally is deemed duly served upon the delivery; (b) a notice sent by mail is deemed duly served the tenth (10th) day after the date, or the fourth (4th) day after the delivery date of an internationally recognized courier service; and (c) a notice sent by facsimile transmission is deemed duly served upon the time shown on the transmission confirmation of relevant documents.

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Party A	Ningguo Taiyang Incubation Plant Co., Ltd.
	Address: Heli Park, Ningguo Economic and Technology Development Zone, Anhui Province, China
	Attn: WU Qiyou
	Fax: +86-563-4309932
	Tel: +86-563-4309932
Party B:	Auhui Taiyang Poultry Co., Ltd.
	Address: No.88 East Waihuan Road, Ningguo City, Anhui Province, China
	Attn: WU Qiyou
	Fax: +86-563-4309977
	Tel: +86-563-4309933

13.          GENERAL

13.1           The failure or delay in exercising a right or remedy under this Agreement shall not be constituted as a waiver of the right or remedy, and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy.

13.2           Should any clause or any part of any clause contained in this Agreement be declared invalid or unenforceable for any reason whatsoever, all other clauses or parts of clauses contained in this Agreement shall remain in full force and effect.

13.3           This Agreement constitutes the entire agreement between the Parties relating to the subject matter of this Agreement and supersedes all previous agreements.

13.4           No amendment or variation of this Agreement shall be valid unless it is in writing and executed by the Parties or their authorized representatives.

13.5           This Agreement shall be executed in five (5) duplicate originals in English. Each Party has received one (1) duplicate original, and all originals shall be equally valid.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF this Agreement is duly executed by each Party or its legal representatives.

PARTY A:         Ningguo Taiyang Incubation Plant Co., Ltd.

Legal/Authorized Representative: /s/ WU Qiyou

Name: WU Qiyou

Title: Executive Director

PARTY B:          Auhui Taiyang Poultry Co., Ltd.

Legal/Authorized Representative: /s/ WU Qiyou

Name: WU Qiyou

Title: Executive Director

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Appendix 1: List of Consulting and Services

1、   Assistance of design, research and development of new products for Party B;

2、   Permission of use of computer software of Party A;

3、   Permission of use of know-how technology of Party A;

4、   Daily management, maintenance and update of database of customers and suppliers of Party B;

5、   Vocational training for the technicians of Party B;

6、   Assistance of collection and study of relevant marketing and technical information for Party B;

7、   Assistance of idea creation regarding marketing promotion for Party B;

8、   Other relevant consulting and services as required by Party B from time to time.

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EX-10.7

Exhibit 10.05

OPERATING AGREEMENT

This Operating Agreement (this “Agreement”) is dated May 26, 2010, and is entered into in Ningguo City, Anhui Province, People’s Republic of China (“PRC” or “China”) by and between Ningguo Taiyang Incubation Plant Co., Ltd (“Party A”), Auhui Taiyang Poultry Co., Ltd. (“Party B”), and shareholders holding 100% outstanding shares of Party B (the “Shareholders of Party B” or “Party C”).  Party A, Party B, and Party C are each referred to in this Agreement as a “Party” and collectively as the “Parties.”

R E C I T A L S

1.           Party A, a company incorporated in the PRC as a foreign invested enterprise, has the expertise in the business of consulting;

2.           Party B is a company incorporated in China, and is engaged in the business of cultivating and trading ducks; processing, trading and selling ducklings, feeds, byproducts of ducklings, and raw materials and byproducts of feeds (to operate according to relevant administration license where so required for an item)  (the “Business”);

3.           The undersigned Shareholders of Party B collectively own 100% of the equity interests of Party B;

4.           Party A has entered into a Consulting Services Agreement with Party B (hereinafter “Consulting Services Agreement”) to establish a business relationship;

5.           Pursuant to that certain Consulting Services Agreement between Party A and Party B dated May 26, 2010, Party B is obligated to make regular payments of consulting services fee to Party A during the term of the Consulting Services Agreement.  However, no payment has yet been made, and Party B’s daily operation has a material effect on its ability to make such payments to Party A; and

6.           The Parties are entering into this Agreement to clarify certain matters in connection with Party B’s operations.

NOW THEREFORE, all Parties of this Agreement hereby agree as follows through negotiations:

1.           Party A agrees, subject to Party B’s agreement to relevant provisions of this Agreement, to be Party B’s guarantor in connection with the contracts, agreements and transactions executed between Party B and any other third party, and to provide full guarantee for the performance of such contracts, agreements or transactions by Party B.  Party B agrees, as a counter-guarantee, to pledge all of its relevant assets, including accounts receivable, to Party A.  Pursuant to such guarantee arrangement, Party A wishes to enter into written guarantee agreements with Party B’s counter-parties thereof, to assume the guarantee liability as the guarantor when applicable.  As such, Party B and Party C shall take all necessary actions (i ncluding, but not limited to, executing relevant documents and proceeding with relevant registrations) to carry out the counter-guarantee arrangements provided by Party A thereof.

2.           In consideration of Article 1 herein and to assure the performance of the various arrangements between Party A and Party B, and the payment of the accounts payable by Party B to Party A, Party B and the Party C hereby jointly agree that Party B shall not, without the prior written consent of Party A, conduct any transactions which may materially affect the assets, obligations, rights or the operations of Party B (excluding proceeding with Party B’s normal business operation and the lien obtained by relevant counter parties due to such agreements).  Such transactions shall include, without limitation, the following:

2.1           To borrow money from any third party or assume any debt;

2.2           To sell or acquire from any third party any asset or right, including, but not limited to, any intellectual property rights;

2.3           To provide any guarantees to any third parties using its assets or intellectual property rights; or

2.4           To assign to any third party its business agreements.

3.           In order to ensure the performance of the various operation agreements between Party A and Party B and the payments of various accounts payable by Party B to Party A, Party B and Party C hereby jointly agree to accept the corporate policies provided by Party A in connection with Party B’s daily operations, financial management and the employment and dismissal of Party B’s employees.

4.           Party B and Party C hereby jointly agree that Party C shall appoint the members recommended by Party A as the Directors of Party B, and shall appoint members of Party A’s senior management as Party B’s General Manager, Chief Financial Officer, and other senior officers.  If any member of such senior management leaves or is dismissed by Party A, he or she will lose the qualification to take any position with Party B, and Party B shall appoint another member of Party A’s senior management to take such position, as recommended by Party A.  The person recommended by Party A in accordance with this section shall have the qualifications of a Director, General Manager, Chief Financial Officer, and/or other relevant senior officers pursuan t to applicable laws.

5.           Party B, together with the Party C, hereby jointly agree and confirm that Party B shall first seek guarantee from Party A if Party B requires any guarantee for its performance of any contract or loan in the course of its business operation.  Under such circumstances, Party A shall have the right, but not the obligation, to provide the appropriate guarantee to Party B at its sole discretion.  If Party A decides not to provide such guarantee, Party A shall issue a written notice to Party B immediately and Party B shall seek a guarantee from other third party.

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6.           In the event that any of the agreements between Party A and Party B terminates or expires, Party A shall have the right, but not the obligation, to terminate all agreements between Party A and Party B, including, but not limited to, the Consulting Services Agreement.

7.           Any amendment to this Agreement shall be made in writing.  The amendments duly executed by all Parties shall be deemed as a part of this Agreement and shall have the same legal effect as this Agreement.

8.           If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable or in conflict with the laws and regulations of the jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

9.           Party B shall not assign its rights and obligations under this Agreement to any third party without the prior written consent of Party A.  Party B hereby agrees that Party A may assign its rights and obligations under this Agreement if necessary and such transfer shall only be subject to a written notice sent to Party B by Party A, and no any further consent from Party B will be required.

10.         The Parties of this Agreement shall acknowledge and ensure the confidentiality of all oral and written materials exchanged relating to this Agreement.  No Party shall disclose the confidential information to any other third party without the other Party’s prior written approval, unless: (a) it was in the public domain at the time it was communicated (unless it entered the public domain without the authorization of the disclosing Party); (b) the disclosure was in response to the relevant laws, regulations, or stock exchange rules; or (c) the disclosure was required by any of the Party’s legal counsel or financial consultant for the purpose of the transaction of this Agreement.  However, such legal counsel and/or financial consultant shall also compl y with the confidentiality as stated hereof.  The disclosure of confidential information by employees or hired institutions of the disclosing Party is deemed to be an act of the disclosing Party, and such disclosing Party shall bear all liabilities of the breach of confidentiality.  If any provision of this Agreement is found by a proper authority to be unenforceable or invalid such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole.

11.           This Agreement shall be governed and construed in accordance with PRC law.

12.           The Parties shall strive to settle any disputes arising from the interpretation or performance of this Agreement through amicable negotiations.  If such dispute cannot be settled, any Party may submit such dispute to China International Economic and Trade Arbitration Commission (“CIETAC”) for arbitration. There shall be three (3) arbitrators.  Party B shall select one (1) arbitrator and Party A shall select one (1) arbitrator, and both arbitrators shall be selected within thirty (30) days after giving or receiving the demand for arbitration.  Such arbitrators shall be freely selected, and the Parties shall not be limited in their selection to any prescribed list.  The chairman of the CIETAC shall select the third arb itrator.  If a Party does not appoint an arbitrator who consents to participate within thirty (30) days after giving or receiving the demand for arbitration, the relevant appointment shall be made by the chairman of the CIETAC. The arbitration shall abide by the rules of CIETAC, and the arbitration proceedings shall be conducted in Beijing, China in English.  The judgment of the arbitration shall be final and binding upon the Parties.

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13.           This Agreement shall be executed by a duly authorized representative of each Party as of the date first written above and becomes effective simultaneously.

14.           The Parties confirm that this Agreement shall constitute the entire agreement of the Parties with respect to the subject matters therein and supersedes and replaces all prior or contemporaneous verbal and written agreements and understandings.

15.           The term of this Agreement shall commence from the effective date and shall last for the maximum period of time permitted by law unless early terminated in accordance with the relevant provisions herein or by any other agreements reached by all Parties. Within the term of the Agreement, if Party A shall terminate this Agreement (including any extension of such term) or if this Agreement shall terminate due to any other reason, this Agreement shall be terminated upon the termination of such Party, unless such Party has already assigned its rights and obligations in accordance with Article 9 hereof.

16.           This Agreement shall be terminated on the expiration date unless it is renewed in accordance with the relevant provisions herein.  During the effective term of this Agreement, Party B shall not terminate this Agreement.  Notwithstanding the above stipulation, Party A shall have the right to terminate this Agreement at any time by giving a thirty (30) day prior written notice to Party B.

17.           This Agreement has been executed in five (5) duplicate originals in English.  Each Party has received one (1) original, and all originals shall be equally valid.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF this Agreement is duly executed by each Party or its legal representatives.

PARTY A:          Ningguo Taiyang Incubation Plant Co., Ltd.

Legal/Authorized Representative: /s/ WU Qiyou

Name: WU Qiyou

Title: Executive Director

PARTY B:          Auhui Taiyang Poultry Co., Ltd.

Legal/Authorized Representative: /s/ WU Qiyou

Name: WU Qiyou

Title: Executive Director

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SIGNATURE PAGE FOR SHAREHOLDERS OF PARTY B

SHAREHOLDERS OF PARTY B:

/s/ WU Qiyou

WU Qiyou

ID Card No.:

Owns 96% of Auhui Taiyang Poultry Co., Ltd.

/s/ CHEN Beihuang

CHEN Beihuang

ID Card No.:

Owns 2% of Auhui Taiyang Poultry Co., Ltd.

/s/ WU Qida

WU Qida

ID Card No.:

Owns 2% of Auhui Taiyang Poultry Co., Ltd.

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EX-10.8

Exhibit 10.06

EQUITY PLEDGE AGREEMENT

This Equity Pledge Agreement (hereinafter this “Agreement”) is dated May 26, 2010, and is entered into in Ningguo City, Anhui Province, People’s Republic of China (“PRC” or “China”) by and among Ningguo Taiyang Incubation Plant Co., Ltd. (“Pledgee”), and each of the shareholders listed on the signature pages hereto (each a “Pledgor” and collectively, the “Pledgors”) of Auhui Taiyang Poultry Co., Ltd. (“Company”). The Company is made a party to this Agreement for the purpose of acknowledging the Agreement.

RECITALS

1.           The Pledgee incorporated in the PRC as a foreign investment enterprise and specializes in the business of consulting.

2.           Company is engaged in cultivating and trading ducks; processing, trading and selling ducklings, feeds, byproducts of ducklings, and raw materials and byproducts of feeds (to operate according to relevant administration license where so required for an item) (the “Business”).

3.           The Pledgors are shareholders of the Company, each legally holding such amount of equity interest of the Company as set forth on the signature page of this Agreement and collectively holding 100% of the issued and outstanding equity interests of the Company (collectively the “Equity Interest”).

4.           The Pledgee and the Company have executed a Consulting Services Agreement dated May 26, 2010 (the “Consulting Services Agreement”) concurrently herewith, pursuant to which the Company shall pay consulting and service fees (the “Consulting Services Fee”) to the Pledgee for consulting and related services in connection with the Business.

5.           In order to ensure that the Company will perform its obligations under the Consulting Services Agreement, and in order to provide an additional mechanism for the Pledgee to enforce its rights to collect the Consulting Services Fee from the Company, the Pledgors agree to pledge all their equity interests in the Company as security for the performance of the obligations of the Company under the Consulting Services Agreement, including payment of the Consulting Services Fee.

NOW THEREFORE, the Pledgee and the Pledgors through mutual negotiations hereby enter into this Agreement based upon the following terms:

1.Definitions and Interpretation. Unless otherwise provided in this Agreement, the following terms shall have the following meanings:

   1.1 “Pledge” refers to the full content of Section 2 hereunder.

   1.2 “Equity Interest” refers to all the equity interests in the Company legally held by the Pledgors.

   1.3 “Term of Pledge” refers to the period provided for under Section 3.2 hereunder.

   1.4 “Event of Default” refers to any event in accordance with Section 7.1 hereunder.

   1.5 “Notice of Default” refers to the notice of default issued by the Pledgee in accordance with this Agreement.

2.The Pledge. The Pledgors hereby pledge the Equity Interest to the Pledgee as a security for the obligations of the Company under the Consulting Services Agreement (the “Pledge”). Pursuant thereto, the Pledgee shall have priority in receiving payments from the evaluation or the proceeds from the auction or sale of the Equity Interest. The Equity Interest shall hereinafter be referred to as the “Pledged Collateral”.

3.Term of Pledge.

   3.1 The Pledge shall take effect as of the date when the Pledge is recorded in the Company’s Register of Shareholders, and shall expire two (2) years from the Company’s satisfaction of all its obligations under the Consulting Services Agreement (the “Term”).

   3.2 During the Term, the Pledgee shall be entitled to vote, control, sell, or dispose of the Pledged Collateral in accordance with this Agreement in the event that the Company does not perform its obligations under the Consulting Services Agreement, including without limitations thee failures to pay the Consulting Service Fee.

   3.3 During the Term, the Pledgee shall be entitled to collect any and all dividends declared or paid in connection with the Pledged Collateral.

4.Pledge Procedure and Registration.

   4.1 The Pledge shall be recorded in the Company’s Register of Shareholders. The Pledgors shall, after the date of this Agreement, process the registration procedures with the Administration for Industry and Commerce concerning the Pledge.

   4.2 To the maximumextent permitted by the PRC laws, the Pledgors and Pledgee will file the application with Administration for Industry and Commerce with competent authority to register the Pledge within the term of this Agreement.

   4.3 Pledgors and Pledgee agree to use their best efforts to take any action required for the completion of the registration of the Pledge, including without limitation, the execution of documents, the payment of filing fees and submission of applications.

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5.Representation and Warranties of Pledgors.

   5.1 The Pledgors are the legal owners of the Pledged Collateral.

   5.2 Other than to the Pledgee, the Pledgors have not pledged the Pledged Collateral to any other party, and the Pledged Collateral is not encumbered to any other party.

6.Covenants of Pledgors.

   6.1 During the Term, the Pledgors represent and warrant to the Pledgee for the Pledgee’s benefit that the Pledgors shall:

        6.1.1 Not transfer or assign the Pledged Collateral, nor create or permit to create any pledge or encumbrance to the Pledged Collateral which may adversely affect the rights and/or benefits of the Pledgee without the Pledgee’s prior written consent.

        6.1.2 Comply with the laws and regulations with respect to the Pledge; present to Pledgee any notices, orders or advisements with respect to the Pledge that may be issued or made by a competent PRC authority within five (5) days upon receiving such notices, orders or advisements; comply with such notices, orders or advisements; or object to the foregoing matters upon the reasonable request of the Pledgee or with consent from the Pledgee.

        6.1.3 Timely notify the Pledgee of any events which may affect the Pledged Collateral or the Pledgors’ rights thereto, or which may change any of the Pledgors’ warranties or affect the Pledgor’s performance of their obligations under this Agreement.

   6.2 The Pledgors agree that the Pledgee’s right to the Pledge pursuant to this Agreement shall not be suspended or inhibited by any legal proceedings initiated by the Pledgors, jointly or separately, or by any successor of or any person authorized by the Pledgors.

   6.3 The Pledgors represent and warrant to the Pledgee that in order to protect and perfect the security for the payment of the Consulting Services Fee, the Pledgors shall execute in good faith and cause other parties who have interests in the Pledged Collateral to execute all the title certificates, contracts, and perform actions and cause other parties who have interests to take action, as required by the Pledgee.

   6.4 The Pledgors represent and warrant to the Pledgee or its appointed representative (whether a natural person or a legal entity) that they will execute all applicable and required amendments in connection with the registration of the Pledge, and within a reasonable amount of time upon request, provide the relevant notice, order and decision regarding such registration to the Pledgee.

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  6.5 The Pledgors represent and warrant to the Pledgee that they will abide by and perform all relevant guarantees, covenants, warranties, representations and conditions necessary to insure the rights of the Pledgee under this Agreement. The Pledgors shall compensate all the losses suffered by the Pledgee as a result of the Pledgors’ failure to perform any such guarantees, covenants, warranties, representations or conditions.

7.Events of Default.

   7.1 The occurrence of any one of the following events shall be regarded as an “Event of Default”:

        7.1.1 This Agreement is deemed illegal by a governing authority of the PRC, or the Pledgor is incapable of continuing to perform the obligations herein due to any reason except force majeure;

        7.1.2 The Company fails to timely pay the Consulting Services Fee in full as required under the Consulting Service Agreement;

        7.1.3 A Pledgor makes any materially false or misleading representations or warranties under Section 5 herein, or breaches any warranties under Section 5 herein;

        7.1.4 A Pledgor breaches the covenants under Section 6 herein;

        7.1.5 A Pledgor breaches any terms and conditions of this Agreement;

        7.1.6 A Pledgor transfers or assigns, cause to be transferred or assigned, or otherwise abandons the Pledged Collateral without the prior written consent of the Pledgee;

        7.1.7 The Company is incapable of repaying debt;

        7.1.8 The assets of a Pledgor are adversely affected so as to cause the Pledgee to believe that such Pledgor’s ability to perform the obligations herein is adversely affected;

        7.1.9 The successors or agents of the Company refuse, or are only partly able, to perform the payment obligations under the Consulting Services Agreement;

   7.2 A Pledgor shall immediately give a written notice to the Pledgee if such Pledgor is aware of or discovers that any event under Section 7.1 herein, or any event that may result in any one of the foregoing events, has occurred or is likely to occur.

   7.3 Unless an Event of Default has been resolved to the Pledgee’s satisfaction within 15 days of its occurrence (the “Cure Period”), the Pledgee may, at any time thereafter, give a written default notice (the “Default Notice”) to the Pledgor and require the Pledgors to immediately make full payment of the then outstanding Consulting Service Fee and any other outstanding payables in accordance with Section 8 herein.

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8.Exercise of Remedies.

   8.1Authorized Action by Secured Party. The Pledgors hereby irrevocably appoint Pledgee as the attorney-in-fact of the Pledgors for the purpose of carrying out the security provisions of this Agreement and to take any action and execute any instrument that the Pledgee may deem necessary or advisable to accomplish the purpose of this Agreement. Such power of attorney shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral) by any person, upon the occurrence an Event of Default. Pledgee shall not have a ny duty to exercise any such right or to preserve the same and shall not be liable for any failure to do so or for any delay in doing so.

If an Event of Default occurs, or is already proceeding, Pledgee shall have the right to exercise the following rights:

(a)           Collect by legal proceedings or otherwise, and endorse and/or receive all payments, proceeds and other sums and property now or hereafter payable on or on account of the Pledged Collateral;

(b)           Enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Pledged Collateral;

(c)           Transfer the Pledged Collateral under the Pledgee’s name or under an appointed nominee;

(d)           Make any compromise or settlement, and take any action the Pledgee deems advisable, with respect to the Pledged Collateral;

(e)           Notify any obligor with respect to the Pledged Collateral to make payment directly to the Pledgee;

(f)           All rights of the Pledgors that they would otherwise be entitled to enjoy or exercise with respect to the Pledged Collateral, including without limitations the rights to vote and to receive distributions, shall cease without any further action by or notice, and all such rights shall thereupon become vested in the Pledgee; and

(g)           The Pledgors shall execute and deliver to the Pledgee such other instruments as the Pledgee may request in order to permit the Pledgee to exercise the rights set forth herein.

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   8.2Other Remedies. Upon the expiration of the Cure Period, the Pledgee, in addition to the remedies set forth in Section 8.1 or such other rights in law, equity or otherwise, may, without notice or demand on the Pledgors, elect any of the following:

(a)           Require the Pledgors to immediately pay all outstanding unpaid amounts due under the Consulting Services Agreement;

(b)           Foreclose or otherwise enforce the Pledgee’s security interest to the Pledged Collateral in any manner permitted by law or provided under this Agreement;

(c)           Terminate this Agreement pursuant to Section 11;

(d)           Exercise any and all rights as the beneficial and legal owner of the Pledged Collateral, including, without limitation, the transfer and exercise of voting and any other rights to the Pledged Collateral; and

(e)           Exercise any and all rights and remedies of a secured party under applicable laws.

   8.3 The Pledgee has priority in the receipt of payments from the proceeds of auction or sale of the Pledged Collateral, in part or in whole, in accordance with legal procedures, until all payment obligations under the Consulting Services Agreement are satisfied.

   8.4 The Pledgors shall not hinder the Pledgee from exercising its rights in accordance with this Agreement and shall give necessary assistance so that the Pledgee may exercise its rights in full.

9.Assignment.

   9.1 The Pledgors shall not assign or otherwise transfer the rights and obligations herein without the Pledgee’s prior written consent.

   9.2 This Agreement shall be binding upon each of the Pledgors and their respective successors, and shall be binding on the Pledgee and each of its successor and assignee.

   9.3 Upon the transfer or assignment by the Pledgee of any or all of its rights and obligations under the Consulting Service Agreement, the Pledgee’s transferee or assignee shall enjoy and undertake the same rights and obligations as the Pledgee under this Agreement. The Pledgors shall be notified of any such transfer or assignment by written notice and at the request of the Pledgee, the Pledgors shall execute such relevant agreements and/or documents with respect to such transfer or assignment.

   9.4 In the event of the Pledgee’s change in control resulting in the transfer or assignment of this Agreement, the successor to the Pledgee and the Pledgors shall execute a new equity pledge agreement.

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10.         Formalities, Fees and Other Charges.

   10.1         The Pledgors shall be responsible for all the fees and expenses in relation to this Agreement, including, but not limited, to legal fees, cost of production, stamp tax and any other taxes and charges. If the Pledgee pays the relevant taxes in accordance with applicable law, the Pledgors shall fully reimburse the Pledgee of such taxes.

   10.2         The Pledgors shall be responsible for all expenses (including, but not limited to, any taxes, application fees, management fees, litigation costs, attorney’s fees, and various insurance premiums in connection with the disposition of the Pledge) incurred by the Pledgee in its recourse to collect from the Pledgors arising from the Pledgors’ failure to pay any relevant taxes and fees.

11.         Force Majeure.

EX-10.9

Exhibit 10.07

OPTION AGREEMENT

This Option Agreement (this “Agreement”) is dated May 26, 2010, and is entered into in Ningguo City, Anhui Province, People’s Republic of China (“PRC” or “China”) by and between Ningguo Taiyang Incubation Plant Co., Ltd. (“Party A”), and Auhui Taiyang Poultry Co., Ltd. (“Party B”), and the undersigned shareholders of Party B (each a “Shareholder” and collectively the “Shareholders”). Party A, Party B and the Shareholders are each referred to in this Agreement as a “Party” and collectively as the “Parties.”

R E C I T A L S

1.           Party B is engaged in the business of cultivating and trading ducks; processing, trading and selling ducklings, feeds, byproducts of ducklings, and raw materials and byproducts of feeds (to operate according to relevant administration license where so required for an item) (the “Business”). Party A has the expertise in consulting, and Party A and Party B has entered into a Consulting Services Agreement to provide Party B with various consulting services in connection with the Business.

2.           The Shareholders collectively holds 100% of the issued and outstanding equity interests of Party B (collectively the “Equity Interest”).

3.           The Parties are entering into this Agreement in connection with the Consulting Services Agreement.

NOW, THEREFORE, the Parties to this Agreement hereby agree as follows:

1.           PURCHASE AND SALE OF EQUITY INTEREST

1.1           Grant of Rights. The Shareholders (hereinafter the “Transferors”) hereby collectively and irrevocably grant to Party A or a designee of Party A (the “Designee”) an option to purchase at any time, to the extent permitted under PRC Law, all or a portion of the Equity Interest in accordance with such procedures as determined by Party A, at the price specified in Section 1.3 of this Agreement (the “Option”). No Option shall be granted to any party other than to Party A and/or a Designee. Party B h ereby agrees to grant the Party C’s Option to Party A and/or the Designee. As used herein, Designee may be an individual person, a corporation, a joint venture, a partnership, an enterprise, a trust or an unincorporated organization.

1.2           Exercise of Rights. According with the requirements of applicable PRC laws and regulations, Party A and/or the Designee may exercise the Option at any time by issuing a written notice (the “Notice”) to one or more of the Transferors and specifying the amount of the Equity Interest to be purchased from such Transferor(s) and the manner of purchase.

1.3          Purchase Price.

1.3.1           The purchase price of the Equity Interest pursuant to an exercise of the Option shall be equal to the capital paid in by the Transferors, adjusted pro rata for purchase of less than all of the Equity Interest, unless applicable PRC laws and regulations require an appraisal of the Equity Interest or stipulate other restrictions regarding the purchase price of the Equity Interest.

1.3.2           If the applicable PRC laws and regulations require an appraisal of the Equity Interest or stipulate other restrictions regarding the purchase price of the Equity Interest at the time Party A exercises the Option, the Parties agree that the purchase price shall be set at the lowest price permissible under the applicable laws and regulations.

1.4          Transfer of Equity Interest. Upon each exercise of the Option under this Agreement:

1.4.1           The Transferors shall hold or cause to be held a meeting of shareholders of Party B in order to adopt such resolutions as necessary in order to approve the transfer of the relevant Equity Interest (such Equity Interest hereinafter the “Purchased Equity Interest”) to Party A and/or the Designee;

1.4.2           The relevant Parties shall, enter into an Equity Interest Purchase Agreement, in a form reasonably acceptable to Party A, setting forth the terms and conditions for the sale and transfer of the Purchased Equity Interest;

1.4.3           The relevant Parties shall execute, without any security interest, all other requisite contracts, agreements or documents, obtain all requisite approval and consent of the government, conduct all necessary actions, transfer the valid ownership of the Purchased Equity Interest to Party A and/or the Designee, and cause Party A and/or the Designee to be the registered owner of the Purchased Equity Interest. As used herein, “security interest” means any mortgage, pledge, the right or interest of the third party, any purchase right of equity interest, right of acquisition, right of first refusal, right of set-off, ownership detainment or other security arrangements; however, such term shall not include any secu rity interest created under that certain Equity Pledge Agreement dated as of May 26, 2010 by and among the Parties (the “Pledge Agreement”).

1.5          Payment. Payment of the purchase price shall be determined through negotiation between the Transferors and Party A （including the Designee） in accordance with the applicable laws at the time of the exercise of the Option.

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2.           REPRESENTATIONS RELATING TO EQUITY INTEREST

2.1          Party B’s Representations. Party B hereby represents and warrants:

2.1.1           Without Party A’s prior written consent, Party B’s Articles of Association shall not be supplemented, changed or renewed in any way, Party B’s registered capital of shall not be increased or decreased, and the structure of the registered capital shall not be changed in any form;

2.1.2           To maintain the corporate existence of Party B and to prudently and effectively operate the business according with customary fiduciary standards applicable to managers with respect to corporations and their shareholders;

2.1.3           Without Party A’s prior written consent, upon the execution of this Agreement, to not sell, transfer, mortgage, create pledges, liens, or any other encumbrances on or dispose, in any other form, any asset, legitimate or beneficial interest of business or income, or encumber or approve any encumbrance or imposition of any security interest on Party B’s assets;

2.1.4           Without Party A’s prior written consent, to not issue or provide any guarantee or permit the existence of any debt, other than (i) such debt that may arise from Party B’s normal or daily business (excepting a loan); and (ii) such debt which has been disclosed to Party A before this Agreement;

2.1.5           To operate and conduct all business operations in the ordinary course of business, without damaging Party B’s business or the value of its assets;

2.1.6           Without Party A’s prior written consent, to not enter into any material agreements, other than agreements entered into in the ordinary course of business (for purpose of this paragraph, if any agreement for an amount in excess of One Hundred Thousand Renminbi (RMB 100,000) shall be deemed a material agreement);

2.1.7           Without Party A’s prior written consent, to not provide loan or credit to any other party or organization;

2.1.8           To provide to Party A all relevant documents relating to its business operations and finance at the request of Party A;

2.1.9           To purchase and maintain general business insurance of the type and amount comparable to those held by companies in the same industry, with similar business operations and assets as Party B, from an insurance company approved by Party A;

2.1.10         Without Party A’s prior written consent, to not enter into any merger, cooperation, acquisition or investment;

2.1.11         To notify Party A of the occurrence or the potential occurrence of litigation, arbitration or administrative procedure relating to Party B’s assets, business operations and/or income;

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2.1.12         In order to guarantee the ownership of Party B’s assets, to execute all requisite or relevant documents, take all requisite or relevant actions, and make and pursue all relevant claims;

2.1.13         Without Party A’s prior written notice, to not assign the Equity Interest in any form; however, Party B shall distribute dividends to the Shareholders upon the request of Party A; and

2.1.14         In accordance with Party A’s request, to appoint any person designated by Party A to be a management member of Party B.

2.2          Transferors’ Representations. The Transferors hereby represent and warrant:

2.2.1           Without Party A’s prior written consent, upon the execution of this Agreement, to not sell, transfer, mortgage, create pledges, liens, or any other encumbrances on or dispose in any other form any legitimate or beneficial interest of the Equity Interest, or to approve any security interest, except as created pursuant to the Pledge Agreement;

2.2.2           Without Party A’s prior written notice, to not adopt or support or execute any shareholders resolution at any meeting of the shareholders of Party B that seeks to approve any sale, transfer, mortgage or disposal of any legitimate or beneficial interest of the Equity Interest, or to allow any attachment of security interests, except as created pursuant to the Pledge Agreement;

2.2.3           Without Party A’s prior written notice, to not agree or support or execute any shareholders resolution at any meeting of the shareholders of Party B that seeks to approve Party B’s merger, cooperation, acquisition or investment;

2.2.4           To notify Party A the occurrence or the potential occurrence of any litigation, arbitration or administrative procedure relevant to the Equity Interest;

2.2.5           To cause Party B’s Board of Directors to approve the transfer of the Purchased Equity Interest pursuant to this Agreement;

2.2.6           In order to maintain the ownership of Equity Interest, to execute all requisite or relevant documents, conduct all requisite or relevant actions, and make all requisite or relevant claims, or make requisite or relevant defense against all claims of compensation;

2.2.7           Upon the request of Party A, to appoint any person designated by Party A to be a director of Party B; and

2.2.8           To prudently comply with the provisions of this Agreement and any other agreements entered into with Party A and Party B in connection therewith, and to perform all obligations under all such agreements, without taking any action or nonfeasance that may affect the validity and enforceability of such agreements.

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3.           Representations and Warranties. As of the execution date of this Agreement and on each transfer of Purchased Equity Interest pursuant to an exercise of the Option, Party B and the Transferors hereby represent and warrant as follows:

3.1           Such Parties shall have the power and ability to enter into and deliver this Agreement and to perform their respective obligations thereunder, and at each transfer of Purchased Equity Interest, the relevant Equity Interest Purchase Agreement and to perform their obligations thereunder. Upon execution, this Agreement and each Equity Interest Purchase Agreement will constitute legal, valid and binding obligations and be fully enforceable in accordance with their terms;

3.2           The execution and performance of this Agreement and any Equity Interest Purchase Agreement shall not: (i) violate any relevant laws and regulations of the PRC; (ii) conflict with the Articles of Association or other organizational documents of Party B; (iii) cause to breach any agreements or instruments or having binding obligation on it, or constitute a breach under any agreements or instruments or having binding obligation on it; (iv) breach relevant authorization of any consent or approval and/or any effective conditions; or (v) cause any authorized consent or approval to be suspended, removed, or cause other added conditions;

3.3           The Equity Interest is transferable in whole and in part, and neither Party B nor the Transferors has permitted or caused any security interest to be imposed upon the Equity Interest other than pursuant to the Pledge Agreement;

3.4           Party B does not have any unpaid debt, other than (i) such debt that may arise during the ordinary course of business; and (ii) debt either disclosed to Party A before this Agreement or incurred pursuant to Party A’s written consent;

3.5           Party B has complied with all applicable PRC laws and regulations in connection with this Agreement;

3.6           There are no pending or ongoing litigation, arbitration or administrative procedures with respect Party B, its assets or the Equity Interests, and Party B and the Transferors have no knowledge of any pending or threatened claims to the best of their knowledge; and

3.7           The Transferors own the Equity Interest free and clear of encumbrances of any kind, other than the security interest pursuant to the Pledge Agreement.

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4.           ASSIGNMENT OF AGREEMENT

4.1           Party B and the Transferors shall not transfer their rights and obligations under this Agreement to any third party without Party A’s prior written consent.

4.2           Party B and the Transferors hereby agrees that Party A shall be able to transfer all of its rights and obligations under this Agreement to any third party, and such transfer shall only be subject to a written notice of Party A to Party B and the Transferors without any further consent from Party B or the Transferors.

5.           EFFECTIVE DATE AND TERM

5.1           This Agreement shall be effective as of the date first set forth above.

5.2           The term of this Agreement shall commence from the effective date and shall last for the maximum period of time permitted by law unless it is early terminated in accordance with this Agreement.

5.3           At the end of the term of this Agreement (including any extension thereto), or if earlier terminated pursuant to Section 5.2, the Parties agree that any transfer of rights and obligations pursuant to Section 4.2 shall continue to be in effect.

6.           APPLICABLE LAWS AND DISPUTE RESOLUTION

6.1           Applicable Laws. The execution, validity, interpretation and performance of this Agreement and the dispute resolution under this Agreement shall be governed by the laws of PRC.

6.2           Dispute Resolution. The Parties shall strive to resolve any disputes arising from the interpretation or performance of this Agreement through amicable negotiations. If such dispute cannot be settled within thirty (30) days, any Party may submit such dispute to China International Economic and Trade Arbitration Commission (“CIETAC”) for arbitration.There shall be three (3) arbitrators. Party B shall select one (1) arbitrator and Party A shall select one (1) arbitrator, and both arbitrators shall be selected within thirty (30) days after giving or receiving the demand for arbitration. Su ch arbitrators shall be freely selected, and the Parties shall not be limited in their selection to any prescribed list. The chairman of the CIETAC shall select the third arbitrator. If a Party does not appoint an arbitrator who consents to participate within thirty (30) days after giving or receiving the demand for arbitration, the relevant appointment shall be made by the chairman of the CIETAC. The arbitration shall abide by the rules of CIETAC, and the arbitration proceedings shall be conducted in Beijing, China in English. The determination of CIETAC shall be final and binding upon the Parties.

7.           Taxes and Expenses. Each Party shall, according with PRC laws, bear any and all registration taxes, costs and expenses for the transfer of equity arising from the preparation, execution and completion of this Agreement and all Equity Interest Purchase Agreements.

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8.           Notices. Notices or other communications required to be given by any Party pursuant to this Agreement shall be written in English and Chinese and delivered personally or sent by registered mail or prepaid mail or by a recognized courier service or by facsimile transmission to the relevant address of each Party as set forth below or other addresses of the Party as specified by such Party from time to time. The date when the notice is deemed to be duly served shall be determined as follows: (a) a notice delivered personally is deemed duly served upon the delivery; (b) a notice sent by mail is deemed duly served the tenth (10th) day after the date of the air registered mail with the postage prepaid has been sent out (as is shown on the postmark), or the fourth (4th) day after the delivery by an internationally recognized courier service; and (c) a notice sent by facsimile transmission is deemed duly served upon the receipt time as shown on the transmission confirmation.

Party A	Ningguo Taiyang Incubation Plant Co., Ltd.
	Address: Heli Park, Ningguo Economic and Technology Development Zone,
	Anhui Province, China
	Attn: WU Qiyou
	Fax: +86-563-4309932
	Tel: +86-563-4309932
Party B:	Auhui Taiyang Poultry Co., Ltd.
	Address: No.88 East Waihuan Road, Ningguo City, Anhui Province, China
	Attn:WU Qiyou
	Fax: +86-563-4309977
	Tel:+86-563-4309933

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Party C:
	PartyC1	: WU Qiyou
		Address: No.88 East Waihuan Road, Ningguo City, Anhui Province, China
		Tel: +86-563-4309999
		Fax: +86-563-4309977
	PartyC2:
		CHEN Beihuang
		Address: No.88 East Waihuan Road, Ningguo City, Anhui Province, China
		Tel: +86-563-4309998
		Fax: +86-563-4309977
	PartyC3:
		WU Qida
		Address: No.88 East Waihuan Road, Ningguo City, Anhui Province, China
		Tel: +86-563-4309998
		Fax: +86-563-4309977

9.           Confidentiality. The Parties acknowledge and confirm that any oral or written information exchanged by the Parties in connection with this Agreement is confidential. The Parties shall maintain the confidentiality of all such information. Without the written approval by the other Parties, any Party shall not disclose to any third party any confidential information except as follows:

(a)           Such information was in the public domain at the time it was communicated;

(b)           Such information is required to be disclosed pursuant to the applicable laws, regulations, policies relating to the stock exchange; or

(c)           Such information is required to be disclosed to a Party’s legal counsel or financial consultant, provided however, such legal counsel and/or financial consultant shall also comply with the confidentiality as stated hereof. The disclosure of confidential information by employees or agents of the disclosing Party is deemed to be an act of the disclosing Party, and such Party shall be responsible for all breach of confidentiality arising from such disclosure. This provision shall survive even if certain clauses of this Agreement are subsequently amended, revoked, terminated or determined to be invalid or unable to implement for any reason.

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10.          Further Warranties. The Parties agree to promptly execute such documents as required to perform the provisions of this Agreement, and to take such actions as may be reasonably required to perform the provisions of this Agreement.

11.          MISCELLANEOUS

11.1         Amendment, Modification and Supplement. Any amendments and supplements to this Agreement shall only take effect if executed by both Parties in writing.

11.2         Entire Agreement. Notwithstanding Article 5 of this Agreement, the Parties acknowledge that this Agreement constitutes the entire agreement of the Parties with respect to the subject matters therein and supersede and replace all prior or contemporaneous agreements and understandings, whether oral or in writing.

11.3         Severability. If any provision of this Agreement is deemed invalid or non-enforceable according with relevant laws, such provision shall be deemed invalid only within the applicable laws and regulations of the PRC, and the validity, legality and enforceability of the other provisions hereof shall not be affected or impaired in any way. The Parties shall, through reasonable negotiation, replace such invalid, illegal or non-enforceable provisions with valid provisions in order to bring similar economic effects of those invalid, illegal or non-enforceable provisions.

11.4         Headings. The headings contained in this Agreement are for reference only and shall not affect the interpretation and explanation of the provisions in this Agreement.

11.5         Language and Copies. This Agreement shall be executed in English in five (5) duplicate originals. Each Party shall hold one (1) original, each of which shall have the same legal effect.

11.6         Successor. This Agreement shall be binding on the successors of each Party and the transferee allowed by each Party.

11.7         Survival. Each Party shall continue to perform its obligations notwithstanding the expiration or termination of this Agreement. Article 6, Article 8, Article 9 and Section 11.7 hereof shall continue to be in full force and effect after the termination of this Agreement.

11.8         Waiver. Any Party may waive the terms and conditions of this Agreement in writing with the written approval of all the Parties. Under certain circumstances, any waiver by a Party to the breach of other Parties shall not be construed as a waiver of any other breach by any other Parties under similar circumstances.

[SIGNATURE PAGE FOLLOWS]

Option Agreement

TAIYANG

-9-

IN WITNESS WHEREOF this Agreement is duly executed by each Party or its legal representatives as of the date first set forth above.

PARTY A:          Ningguo Taiyang Incubation Plant Co., Ltd.

Legal/Authorized Representative: /s/ WU Qiyou

Name: WU Qiyou

Title: Executive Director

PARTY B:          Auhui Taiyang Poultry Co., Ltd.

Legal/Authorized Representative: /s/ WU Qiyou

Name: WU Qiyou

Title: Executive Director

Option Agreement

TAIYANG

-10-

SIGNATURE PAGE FOR SHAREHOLDERS OF PARTY B

SHAREHOLDERS OF PARTY B:

/s/ WU Qiyou

WU Qiyou

ID Card No.:

Owns 96% ofAuhui Taiyang Poultry Co., Ltd.

/s/ CHEN Beihuang

CHEN Beihuang

ID Card No.:

Owns 2% of Auhui Taiyang Poultry Co., Ltd.

/s/ WU Qida

WU Qida

ID Card No.:

Owns 2% of Auhui Taiyang Poultry Co., Ltd.

Option Agreement

TAIYANG

-11-

EX-10.10

Exhibit 10.08 

VOTING RIGHTS PROXY AGREEMENT

This Voting Rights Proxy Agreement (the “Agreement”) is entered into in Ningguo City, Anhui Province, People’s Republic of China (“PRC” or “China”) as of May 26, 2010 by and among Ningguo Taiyang Incubation Plant Co., Ltd. (“Party A”), Auhui Taiyang Poultry Co., Ltd. (the “Company” or “Party B”), and the undersigned shareholders of Party B (the “Shareholders”). Party A, Party B and the Shareholders are each referred to in this Agreement as a “Party” and collectively as the “Parties.”

R E C I T A L S

1.           Party B is engaged in the business of cultivating and trading ducks; processing, trading and selling ducklings, feeds, byproducts of ducklings, and raw materials and byproducts of feeds (to operate according to relevant administration license where so required for an item) . Party A has the expertise in consulting, and Party A has entered into a series of agreements with Party B to provide Party B with various consulting services.

2．        The Shareholders are shareholders of the Company, each legally holding such amount of equity interest of the Company as set forth on the signature page of this Agreement and collectively holding 100% of the issued and outstanding equity interests of the Company (collectively the “Equity Interest”).

3.           The Shareholders desire to grant to Party A a proxy to vote the Equity Interest for the maximum period of time permitted by law in consideration of good and valuable consideration, the receipt of which is hereby acknowledged and agreed by Party A.

NOW THEREFORE, the Parties agree as follows:

1.           The Shareholders hereby agree to irrevocably grant and entrust Party A, for the maximum period of time permitted by law, with all of their voting rights as shareholders of the Company. Party A shall exercise such rights in accordance with and within the parameters of the laws of the PRC and the Articles of Association of the Company.

2.           Party A may establish and amend rules to govern how Party A shall exercise the powers granted by the Shareholders herein, including, but not limited to, the number or percentage of directors of Party A which shall be required to authorize the exercise of the voting rights granted by the Shareholders, and Party A shall only proceed in accordance with such rules.

3.           The Shareholders shall not transfer or cause to be transferred the Equity Interest to any party (other than Party A or such designee of Party A). Each Shareholder acknowledges that it will continue to perform its obligations under this Proxy Agreement even if one or more of other Shareholders no longer holds any part of the Equity Interest.

4.           This Proxy Agreement has been duly executed by the Parties as of the date first set forth above, and in the event that a Party is not a natural person, then such Party’s action has been duly authorized by all necessary corporate or other action and executed and delivered by such Party’s duly authorized representatives. This Agreement shall take effect upon the execution of this Agreement.

5.           Each Shareholder represents and warrants to Party A that such Shareholder owns such amount of the Equity Interest as set forth next to its name on the signature page below, free and clear of all liens and encumbrances, and such Shareholder has not granted to any party, other than Party A, a power of attorney or proxy over any of such amount of the Equity Interest or any of such Shareholder’s rights as a shareholder of Company. Each Shareholder further represents and warrants that the execution and delivery of this Agreement by such Shareholder shall not violate any law, regulations, judicial or administrative order, arbitration award, agreement, contract or covenant applicable to such Shareholder.

6.           This Agreement may not be terminated without the unanimous consent of all Parties, except that Party A may, by giving a thirty (30) day prior written notice to the Shareholders, terminate this Agreement, with or without cause

7.           Any amendment to and/or rescission of this Agreement shall be in writing by the Parties.

8.           The execution, validity, creation and performance of this Agreement shall be governed by the laws of PRC.

9.           This Agreement shall be executed in five (5) duplicate originals in English, and each Party shall receive one (1) duplicate original, each of which shall be equally valid.

10.         The Parties agree that in the event a dispute shall arise from this Agreement, the Parties shall settle their dispute through amicable negotiations and/or arbitration in accordance with this Clause 10. If the Parties cannot reach a settlement within 45 days following the negotiations, the dispute shall be submitted to be determined by arbitration through China International Economic and Trade Arbitration Commission (“CIETAC”) in accordance with CIETAC arbitration rules. There shall be three (3) arbitrators. Party B shall select one (1) arbitrator and Party A shall select one (1) arbitrator, and both arbitrators shall be selected within thirty (30) days after giving or receiving the demand for arbitration. Such arbitrators shall be freely selected, and the Parties shal l not be limited in their selection to any prescribed list. The chairman of the CIETAC shall select the third arbitrator. If a Party does not appoint an arbitrator who consents to participate within thirty (30) days after giving or receiving the demand for arbitration, the relevant appointment shall be made by the chairman of the CIETAC. The arbitration shall be conducted in Beijing in English. The determination of CIETAC shall be conclusively binding upon the Parties and shall be enforceable in any court of competent jurisdiction.

[SIGNATURE PAGE FOLLOWS]

Proxy Agreement

TAIYANG

-2-

IN WITNESS WHEREOF this Agreement is duly executed by each Party or its legal representatives.

PARTY A:          Ningguo Taiyang Incubation Plant Co., Ltd.

Legal/Authorized Representative: /s/ WU Qiyou

Name: WU Qiyou

Title: Executive Director

PARTY B:          Auhui Taiyang Poultry Co., Ltd.

Legal/Authorized Representative: /s/ WU Qiyou

Name: WU Qiyou

Title: Executive Director

Proxy Agreement

TAIYANG

-3-

SIGNATURE PAGE FOR SHAREHOLDERS OF PARTY B

SHAREHOLDERS OF PARTY B:

/s/ WU Qiyou

WU Qiyou

ID Card No.:

Owns 96% of Auhui Taiyang Poultry Co., Ltd.

/s/ CHEN Beihuang

CHEN Beihuang

ID Card No.:

Owns 2% of Auhui Taiyang Poultry Co., Ltd.

/s/ WU Qida

WU Qida

ID Card No.:

Owns 2% of Auhui Taiyang Poultry Co., Ltd.

Proxy Agreement

TAIYANG

-4-

EX-10.11

    Unassociated Document

EX-16.1

Exhibit 16.01

THOMAS W. KLASH

CERTIFIED PUBLIC ACCOUNTANT

November 10, 2010

Mr. David Dodge

Chief FInanical Officer

The Parkview Group, Inc.

No. 88 Eastern Outer Ring Road

Ningguo City, Anhui Province

PRC 424300

This is to confirm that the client-auditor relationship between The Parkview Group, Inc. (Commission File No. 0-26277) and Thomas W. Klash, CPA has ceased.

Yours truly,

/s/ Thomas W. Klash CPA
cc:	Office of the Chief Accountant
	Mail Stop 6561
	Securities and Exchange Commission
	100 F Street, N.E.
	Washington, D.C. 20549

EX-16.2

Exhibit 16.02

THOMAS W. KLASH

CERTIFIED PUBLIC ACCOUNTANT

November 10, 2010

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

RE: The Parkview Group, Inc.

This letter will confirm that I reviewed Item 4.01 of The Parkview Group, Inc.’s Form 8-K, captioned “Changes in Registrant’s Certifying Accountant” and that I agree with the statements made therein as they relate to my firm. I have no basis to agree or disagree with other statements made under Item 4.01.

I hereby consent to the filing of this letter as an exhibit to the foregoing report on Form 8-K.

Yours truly,

/s/ Thomas W. Klash CPA 

EX-23.1

Exhibit 21.1

SUBSIDIARIES

Name	Place of Incorporation	Ownership
Dynamic Ally Limited	British Virgin Islands	Wholly Owned by Parkview Group, Inc.
Ningguo Taiyang Incubation Plant Co., Ltd.	People’s Republic of China	Wholly Owned by Dynamic Ally Limited
Anhui Taiyang Poultry Co., Ltd.	People’s Republic of China	Ningguo Taiyang Incubation Plant Co., Ltd. has indirect ownership through variable interest agreements