10-12G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES OF

SMALL BUSINESS ISSUERS

Under Section 12(b) or (g) of The Securities Exchange Act of 1934

American Nano Silicon Technologies, Inc.

(Exact name of registrant as specified in its charter)

California	33-0726410
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

c/o American Union Securities 100 Wall St. 15th Floor New York, NY	10005
(Address of registrant’s principal executive offices)	(Zip Code)

(Registrant’s telephone number including area code)

Securities to be registered pursuant to Section 12(b) of the Act:

None.

Securities to be registered pursuant to Section 12(g) of the Act

Common Stock, $0.001 par value

(Title of class)

TABLE OF CONTENTS­­­

Part I

Item No.	Caption	Page
6.	Description of Business.	3
7.	Property.	11
8.	Directors, Executive Officer and Significant Employees.	13
9.	Remuneration of Directors and Officers.	15
10.	Security Ownership of Management and Certain Security holders.	16
11.	Interest of Management and Others in Certain Transactions.	17
12.	Description of Company’s Securities.	17

Part II

Item No.	Caption	Page
1.	Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.	18
2.	Legal Proceedings.	19
3.	Changes in and Disagreements with Accountants.	19
4.	Recent Sales of Unregistered Securities.	20
5.	Indemnification of Directors and Officers.	24

Part F/S

Item No.	Caption	Page
1.	Financial Statements	26

Part III

1. Exhibits

2

PART I

The Issuer, American Nano Silicon Technologies, Inc., a California corporation (the “Company”), is electing to furnish the information required in this PART I by supplying the information required by Items 6-12 of Model B of Form 1-A under Alternative 2 of Form 10.

As described below, the Company has one wholly-owned subsidiary, American Nano-Delaware, and three majority-owned subsidiaries, Nanchong Chunfei, Sichuan Chunfei, and Hedi Veterinary Medicines Co., Ltd.  When used herein the terms "we", "us" and/or "our" shall mean the Company, and/or its subsidiaries in the context in which they appear.

This Registration Statement contains forward-looking statements that involve a number of risks and uncertainties. Such forward-looking statements are not historical facts and constitute or rely upon projections, forecasts, assumptions or other forward-looking information. Generally these statements may be identified by the use of forward-looking words or phrases such as "believes", "expects", "anticipates", "intends", "plans", "estimates", "may", and "should". These statements are inherently subject to known and unknown risks, uncertainties and assumptions. Our future results could differ materially from those expected or anticipated in the forward-looking statements. Specific factors that might cause such differences include factors described and discussed in the Description of Business in Item 1 below.

Item 6 of Model B of Form 1A. Description of Business

Business Development

The Company was incorporated as a California corporation on September 6, 1996 under the name CorpHQ, Inc.  On January 24, 1997 we agreed to acquire 100% of the assets and liabilities of Community Business Network International (“CBNI”), a California unincorporated association controlled by Steven Crane and Art F. Aviles, our former Chief Executive Officer and former President, respectively, in exchange for 3,242,417 shares of our common stock.  Concurrent with the acquisition, our board of directors ratified all outstanding agreements, including but not limited to employment and indemnification agreements and promissory notes, by and between CBNI, Mr. Crane, Mr. Aviles and certain employees and consultants.

Following the acquisition until December 1999, we operated an online “virtual” community comprised of small and home based businesses at www.hqonline.com and later at www.corphq.com.  Through that vehicle, we marketed various products and services to our members, and marketed the capabilities of our members to larger business organizations. These products and services included printed and electronic marketing and advertising materials, websites, advertising, communications and design consultation, and business management and marketing consultation.  

3

On July 6, 1999 we acquired Source Capital Partners, Inc., (“Source”) a privately held, financial consulting services company. Under the term of the acquisition, which was accounted for as a pooling of interests, we exchanged 7926 shares, of our common stock for 100% of the ownership interest in Source.

On December 30, 1999, we entered into a letter of intent to merge with BusinessMall.com Inc. (f/k/a Progressive Telecommunications Corporation) in an all-stock transaction.  

Until December 31, 1999, our main business activity was providing marketing, advertising and financial consultation and services produced by members of its Internet-based subscriber network.  We also provided yearly subscriptions to and advertising space on its Internet site to small and home-based service businesses.

On February 29, 2000, we agreed to transfer the ownership of our Source subsidiary to Source Capital Partners LLC, (“The Partners”), a limited liability company operated by Steven Glazer, a subsidiary officer and a member of the Company’s board of directors, and Gregg Davis, a subsidiary officer. In the transaction, we exchanged all issued and outstanding shares of Source to The Partners in exchange for 7926 shares of our common stock, termination of all agreements between the parties and indemnification of the Company by The Partners against any liabilities arising out of the operations of Source during the period that it operated as our subsidiary.

We operated under a joint venture with BusinessMall.com Inc. during the 2000 fiscal year while integrating their operations. On August 14, 2000, we received notice of an involuntary Bankruptcy filing by creditors of BusinessMall.com Inc.  We terminated our relationship with BusinessMall.com Inc. at that time.

At a meeting of our stockholders held on September 27, 2000 our new business activity was approved. From that date though approximately June, 2007, we engaged in business management consulting and investing activities.  Our business strategy during that period primarily involved the development, acquisition and operation of minority- owned portfolio companies focused on consumer products and commercial technologies, as well as development of consulting and other business relationships with client companies that demonstrated synergies with our core businesses.

From 2001 through approximately June 2007, we served as business incubator, organizing, investing in, and providing comprehensive management support and a variety of resources to portfolio companies. Our portfolio companies included My Personal Salon Inc., a lifestyle products company; Safeguard Technology International, Inc., a distributor and integrator of high technology products and services for residential and corporate security; Circles of Life USA Inc., a wellness products company; Pressto Food & Beverage Inc., the owner of patented self-heating/cooling beverage and foods containers; National Beverage Bottling Inc., a water bottling and beverage distribution company; South Bay Financial Solutions, Inc., a real-estate, marketing and public relations firm; and The Giving Card Inc., an affinity card and merchant rebate facilitator.

4

On May 10, 2004 we reported that our Board of Directors had approved a ten-for-one forward stock split covering all of our issued and outstanding shares of common stock  effective May 18, 2004. Furthermore, we had issued other securities which were convertible, exchangeable or exercisable into shares of our common stock.  The common stock underlying these derivative securities were also adjusted to reflect the forward stock split.

On February 28, 2005, we announced the organization of a wholly-owned subsidiary, CorpHQ UK Ltd., in the United Kingdom (“CorpHQ UK”), for the principal purpose of funding new portfolio companies in the United Kingdom, and to create vehicles to develop European markets for CorpHQ’s US portfolio companies.

In November 2006, in the face of declining revenues and operating losses, our management determined to consider a potential business transaction with a company in an unrelated sector if it would result in greater value then continuing to pursue our business of providing management services.  

Effective as of May 24, 2007,  we entered into a Stock Purchase and Share Exchange Agreement (the “Exchange Agreement”) with American Nano Silicon Technologies, Inc., a Delaware corporation (“American Nano-Delaware”), the shareholders of American Nano-Delaware and Nanchong Chunfei Nano-Silicon Technologies Co. Ltd. (“Nanchong Chunfei”), pursuant to which, among other things,

·   We agreed to change our name from CorpHQ, Inc. to our current name, American Nano Silicon Technologies, Inc.,

·   We agreed to amend its Articles of Incorporation to provide for a reduction of the number of authorized shares from two billion (2,000,000,000) shares of common stock without par value  to two hundred million (200,000,000) shares of common stock, par value $.001 per share,

·   We agreed to reverse split the issued and outstanding shares of Old Common Stock into shares of New Common Stock in the ratio of 1,302 shares of Old Common Stock for each share of New Common Stock,

·   We agreed to buy  all of the issued and outstanding shares of American Nano-Delaware in exchange for  issuing 25,181,450 shares of New Common Stock to the shareholders of American Nano-Delaware,

·   Our controlling shareholders, Steven Crane and Gregg Davis, sold of all of their interest in the Company, which represented an aggregate of 558,520 shares of New Common Stock, to Huakang Zhou, a shareholder of American Nano-Delaware,

·   We agreed to transfer all of our existing business as existing prior to the Exchange Agreement together with and related assets (the “CorpHQ Business”) to  South Bay Financial Solutions, Inc., an existing subsidiary of the Company (“South Bay”),

·   We agreed to sell South Bay to Mr. Crane and Mr. Davis in exchange for South Bay together with Mr. Crane and Mr. Davis assuming all of the liabilities relating to the CorpHQ Business, and

·   The existing officers and directors were required to resign and appoint in their place new officers and directors associated with American Nano-Delaware.

5

In connection with the Exchange Agreement, the following events occurred:

·   On June 29, 2007, Mr. Crane and Mr. Davis resigned as directors leaving and Mr. Art F. Aviles as the sole director.  Mr. Aviles appointed Mr. Pa Fachun, Mr. Zhou Jian,  Mr. Zhang Changlong, and Mr. David Smith as directors and then resigned himself.

·   On June 29, 2007 our Board appointed Mr. Pu Fachun as Chairman, President and Treasurer and Mr. David H. Smith as Secretary.

·   On August 9, 2007, we amended our Articles of Incorporation to change our name to American Nano Silicon Technologies, Inc., effect a 1302:1 reverse stock split and decrease our authorized common stock from 2 billion shares to 200 million shares with a par value of $0.0001.

 ·  On November 6, 2007 issued 25,181,450 shares of New Common Stock to the shareholders of American Nano-Delaware in return for all of the outstanding stock of American Nano-Delaware, resulting in American Nano-Delaware becoming our wholly-owned subsidiary.

 ·   On January 8, 2008, we quitclaimed the remaining assets pertaining to the CorpHQ Business to South Bay and on January 8, 2008, we executed a Spin-Off Agreement with South Bay and Mr. Crane and Mr. Davis. Pursuant to the Spin-Off Agreement provided for Mr. Crane and Mr. Davis received all of the outstanding shares of South Bay in consideration for South Bay assuming all liabilities pertaining to the CorpHQ business and for South Bay, Mr. Crane, and Mr. Davis indemnifying the Company against such liabilities.

6

Following the acquisition of  American Nano-Delaware, our new management ceased pursuing the CorpHQ Business and made the business of American Nano-Delaware the primary business of the Company.  American Delaware-Nano is a holding company that directly holds one majority-owned subsidiary, Nanchong Chunfei and, through Nanchong Chunfei, indirectly holds two additional majority-owned subsidiaries.

We may contingent liabilities resulting from the CorpHQ Business and for any actions or omissions of the Company prior to the consummation of the transactions undertaken pursuant to the Exchange Agreement (the “Exchange Transactions”).  The risk exists that the Securities and Exchange Commission might deem the Company to have operated in violation of the Investment Company Act of 1940 prior to the consummation of the Exchange Transactions.

Additionally, we have determined that pursuant to applicable corporate law, the Company was required to have provided dissenters rights to all qualifying shareholders. As the Company did not provide dissenters rights, we are subject to contingent liabilities to such qualifying shareholders under applicable corporate law.

Nanchong Chunfei was organized as a limited liability company under the laws of the People’s Republic of China (“China”) on October 9, 2006 by its joint venture partners American Nano-Delaware, which owns 95% of Nanchong Chunfei, and Sichuan Chunfei Fine Chemical Industry Co., Ltd. (“Sichuan Chunfei”), which owns the remaining five percent (5%) of Nanchong Chunfei.   Nanchong Chunfei owns 90% of Sichuan Chunfei which in turn owns 92% of Hedi Veterinary Medicines Co., Ltd. (“Veterinary”).  Together these entities are referred to as the “Company”). 

Nanchong Chunfei was organized to produce and sell fine chemical products and chemical intermediaries and Chinese herbal medicines for human and animal use, and to perform research and development in the fields of nano-technology and micro-nano silicon products.

Since their establishment, the Company have been establishing management systems and corporate governance structures, hiring and training personnel, and developing their business and investment plan.

7

Principal Products, Markets and Methods of Distribution

Our core product is Micro-Nano Silicon which can be used as non-phosphorus cleaning detergent agent. Micro-Nano Silicon is sold throughout 183 cities in Sichuan province and also has market share in the following provinces: Hubei, Huhan, Yunan, Guizhou and Shanxi.

According to current market status and the unique features of Micro-Nano Silicon, the demand for micro nano silicon can not be satisfied with present state of supply. So enhancing our production capacity and improve our production technology is our current concern rather than product promotion.

Micro-Nano Silicon

Micro-Nano Silicon’s name is derived from micro crystalline structure and its major ingredient, silicon.  Its basic building blocks are silicon dioxide and quartz.

We believe Micro-Nano Silicon is an effective non-phosphorus auxiliary cleaning agent  and can compete  with the most commonly used phosphorus-free auxiliary agent in synthetic detergents, 4A zeolite. This material is inferior to Micro-Nano Silicon at ion-exchange, and slow-acting at energy-saving lower wash temperatures. Its other disadvantages are that it is insoluble in water, liable to re-deposit dirt, and tending to dull the color of clothes after washing.  Micro-Nano Silicon addresses all these deficiencies.

In addition to marketing Micro-Nano Silicon to the Chinese washing products industry, we hope to market it to the Chinese petrochemical, plastics, rubber, paper, and ceramics industries. As the equipment and techniques of the production line are adaptable for the industries mentioned above, the Company could transition to producing white carbon black, alumina, calcium phosphate and other chemical products with simple modifications and variation of key inputs.

The Company has completed pilot-scale tests of Micro-Nano Silicon. The output capacity of the plant is currently about 10 tons per day. The pilot-scale test products have been successfully used by Chinese washing products companies Chengdu Lanfeng Group, White Cat Group and Libai Group.  

According to statistical data collected by the Refined Chemicals’ Information Center, the annual demand for non-phosphorus auxiliary agent in the Chinese detergent and washing products industry exceeds one million tons. The Company believes that use of non-phosphorus agents will continue to grow as more areas of China follow the international practice of banning the use of phosphorus in detergents.

Micro-Nano Silicon can effectively combine calcium and magnesium ions in water, softening it in order to improve the washing effect and to prevent damage to clothes.  Therefore, the product actually reduces the amount of detergent required for washing a load of laundry.  

8

Research and Development Expenses

We have incurred no costs associated with research and devleopment in the past two fiscal years.

Personnel

The Company has 174 full-time employees.

Twenty-eight of the employees are scientific researchers, six of whom are senior researchers.

Compliance with Environmental Laws

The Company’s operations are in full compliance with national, provincial or local provisions which have been enacted or adopted regulating the discharge of materials into the environment The Company does not use any raw materials that are or can be regulated or may be deemed hazardous under certain national, provincial or local regulations with respect to the environment. Nor does the production process itself generate any unusual hazardous substance that do not meet the national, provincial or local environmental regulatory requirements.

9

Sources and Availability of Raw Materials

The Company’ location offers advantages with respect to supply of raw materials and proximity to end users.  

Quartz is a raw material used in the production of Micro-Nano Silicon, and there are abundant quartz mineral resources in nearby Chinese districts such as Hechuan and Qingchuan.  Another raw material, bauxite, is abundant relatively nearby in Hechuan, Chongqing, Guizhou and other places within reasonable distance for truck or railway transportation.  Similarly other raw materials such as caustic soda, calcined

soda, sodium sulphate anhydrous and calcium carbonate powder are also available in large quantity, good quality and competitive cost in Sichuan province.   

Sichuan is a major production base of the Chinese detergent industry.  Provincial requirement for non-phosphorus auxiliary agent is about 200,000 tons/year, or about 20% of Chinese domestic demand.  Nearby Chongqing and Chengdu cities are home to several large-scale plastic and rubber plants which use a large amount of white carbon black, for which Micro-Nano Silicon can substitute in its fine reinforcing agent application.

Major Customers

The following is a breakdown of the Company's customers by revenues. The Company is not dependent on one or a few major customers in earning its revenues.

No.	Customer Name	Fiscal year ending 9/30/07
1	Dachuan Ran Qi Rong	$146,614
2	Bazhong Luo Qing Wen	$83,408
3	Pingchang Zhao Guo Ping	$76,404
4	Quxian Zhang Xie	$63,837
5	Chongqing Baoye Group	$55,249
6	Chengdu Lotus Cleaning Products Company	$52,650
7	Tongjiang Zou Yuan Jun	$49,283
8	Chengdu Jixiang Industry	$43,590
9	Guangan Wu Fu Lin	$42,866
10	Tongzi Qiao Ru Hu	$40,721

Government Regulation.

The Company's business is affected by changes in government and regulatory policies in China and while management does not believe that these regulations presently have a material effect on the Company, the future of governmental regulation is impossible to predict.

10

Item 7 of Model B of Form 1A.  Description of Property

The Company’ plants are located on land for which the Company paid $872,976 for a land use right.  This gives the Company the exclusive use of the property until July 2051.  This form of land tenure is roughly comparable to a leasehold interest under our system of land tenure. The project site is located at the Chunfei Industrial Park, Gaoping, Nanchong, Sichuan province, in an economic development zone plentifully supplied with low-cost water, electricity, gas and communication facilities.  It is near the Chengdu-to-Nanchong expressway, the Nanchong-to-Chongqing expressway and the Nanchong railway station, and enjoys very good transportation links.

The construction area of the Raymond mill plant is 1,500 square meters (50m×30m), enough for installation of 4 sets of Raymond mills and ancillary equipment.  There will be a ball milling plant of brick-concrete structure, 2,500 square meters (50m×50m), with ten underground pools for storing Ball milling slurry.  The firing plant construction area will be 8,000 square meters with four sets of rotary kilns systems, and there will be a tank area of 5,000 square meters.

11

There will be a calcination plant of 3,000 square meters, large enough for installation of six melting furnaces for water glass, adjacent to a storage area of 2,500 square meters.  

The main engineering plant of the Micro-Nano Silicon process includes a 3,500 square meter filtration plant of brick-concrete construction and two floors – the first floor is for bauxite slug filtration plant and the second for filtration of Micro-Nano Silicon finished products. A cooling system is to be installed in the plant ceiling.

  There is to be a brick-concrete reaction tank and reserve tank installation 3,500 square meter total construction area as well as a proposed flash evaporation plant of 2,160 square meters and five cooling pools of 1,000 square meters.  Most raw materials are to be stored in two warehouses of total construction area of 8,000 square meters, while quartz can be left outside in a 4,500 square meter yard.  Another two warehouses of total construction area of 8,000 square meters are to contain 40 kilo bags of finished product.  At plant capacity of 416 daily tons, these finished goods storage facilities can handle ten days of production.

Other facilities will include a 2,000 square meter machine repair plant, offices and dormitories of 15,000 square meters, and a chemical laboratory of 1500 square meters.

12

Item 8 of Model B of Form 1A.   Directors, Executive Officer and Significant Employees

The following individuals, each of whom assumed office in July 2007, are the directors and executive officers of the Company:

Name	Age	Positions Held
Pu Fachun	52	Director, President and CEO
Zhou Jian	43	Director
Zhang Changlong	52	Director

Pu Fachun, President and Chairman, 52 years old, is an entrepreneur with over 20 years of experience in the chemicals management business. Mr. Pu started his career as a production technician at the Nanchong Chemical Plant in Sichuan in 1972. In 1994, he founded Sichuan Chunfei Investment Company until he established Nanchong Chunfei  Nano-Silicon Technologies Co. Ltd, in 2006. Mr. Pu was central in the development and commercialization of the Company’s products.

Zhou Jian, Director, 52 years old, is an economist, since October 2006, has been Vice President of Sichuan Chunfei Daily Chemicals Industry Stock Co., Ltd.  He formerly served as Chairman of the Longhui Science and Technology Software Development Co., Ltd. under Sichuan Jiaotong University, and before that as Chairman of Sichuan Jiancheng Scientific and Technology Industrial Co., Ltd.  He was Vice President and Deputy General Manager of China City Network (C-net) from 2004 to 2005.

Zhang Changlong, Director, 43 years old, has been General Inspector of Finance of Sichuan Chunfei Investment (Group) Co., Ltd. since October 2006.  He is trained as a senior accountant, and formerly served as Section Chief of the Treasurer’s Office of the Nanping Bureau of Forestry, as Section Chief of the Treasurer’s Office of the Weft-Knitted Knitting Plant of Sichuan Nanchong Gaoping District, as finance chief of Shenzhen Huifeng Industry Co., Ltd., and financial adviser to Nanchong Jialing Pharmaceutical Co., Ltd.

13

Family Relationships and Legal Proceedings

There is no family relationship between any director, executive officer, significant employee or director nominees.

Legal Proceedings

No director, executive officer, significant employee or direct nominees was

·   during the last two years, involved in any bankruptcy or insolvency proceeding, or a general partner or executive officer of any business entity involved in any bankruptcy or insolvency proceedings; or

·   during the last five years, convicted in a criminal proceeding.

14

Item 9 of Model B of Form 1A.  Remuneration of Directors and Officers

Following our acquisition of American Nano, all of our prior executive officers resigned and are no longer employed by the Company. The Company has not following the compensation polices of the prior management and plans to adopt new compensation polices appropriate to the Company’s new business following the acquisition of American Nano-Delaware and its subsidiaries.    Because the information regarding the compensation of our executive officers in fiscal 2006 is of limited relevance to the Company following the acquisition and may not be complete and accurate, investors are cautioned against relying on this information in making an investment decision.

The following chart reflects the aggregate annual remuneration during our fiscal year ended September 30, 2007, calculated on an accrual basis,  of each of the three highest paid persons who are officers or directors, and as a group. 

Name	Capacities in which Remuneration was Receivable	Estimated Annual Total Remuneration
Pu Fachun	Director, President, CEO	$10,000
Zhou Jian	Director	$7,500
Zhang Changlong	Director	$7,500
Three above-named individuals as a group		$25,000

We presently anticipate that during our fiscal year endingSeptember 30, 2008 remuneration will be paid to the Company's officers and directors as follows:

Name	Capacities in which Remuneration is Receivable	Estimated Annual Total Remuneration
Pu Fachun	Director, President, CEO	$10,000
Zhou Jian	Director	$7,500
Zhang Changlong	Director	$7,500
Three above-named individuals as a group		$25,000

15

Item 10 of Model B of Form 1A.   Security Ownership of Management and Certain Securityholders

Voting Securities and Principal Holders thereof.

The following table sets forth certain information regarding the beneficial ownership of our common stock (including common stock acquirable within 60 days pursuant to options, warrants, conversion privileges or other rights) as of February 11, 2008 (i) by each of the our directors and executive officers, (ii) all executive officers and directors as a group, and (iii) all persons known by us to own beneficially more than 10% of our common stock, including those shares subject to outstanding warrants, options or similar rights.  All persons listed have sole voting and investment power over the indicated shares unless otherwise indicated.

Title of Class	Name and Address(1) of Owner	Number of Shares Owned	Percent of Class
New Common Stock	Pu Fachun	11,730,000	45.1%
New Common Stock	Zhou Jian	4,278,857	16.5%
New Common Stock	Zhang Changlong	0	0%
New Common Stock	All Officers and Directors as a Group	16,008,857	61.6%

1. The address of each person or group listed is c/o American Union Securities, 100 Wall Street, 15th Floor, New York NY 10005.

Options, Warrants and Similar Rights

None

16

Item 11 of Model B of Form 1A.   Interest of Management and Others in Certain Transactions

None

Item 12 of Model B of Form 1A.  Description of Company’s Securities

Our authorized and outstanding capital of the consists of 200,000,000 shares of $.0001 par value common stock. As of February 12, 2008, there were 26,558,767 outstanding shares of common stock. On that date we had zero outstanding options, warrants, subscriptions and rights to purchase shares of our common stock as follows.

Under applicable California law and its Articles of Incorporation, our Board of Directors may generally issue additional shares of our stock up to the total amount of authorized common stock without approval of its shareholders.

The shares of common stock currently outstanding are fully paid and non-assessable. The holders of common stock do not have any preemptive rights to acquire shares of any capital stock of the Company. In the event of liquidation of the Company, assets then legally available for distribution to the holders of common stock will be distributed in pro rata shares among the holders of common stock.

Each shareholder is entitled to one vote for each share of common stock held by such shareholder.

Holders of our common stock are entitled to dividends when, and if, declared by the Board of Directors out of funds legally available therefore.  We have not had any earnings and it does not presently contemplate the payment of any cash dividends in the foreseeable future.

Our common stock does not have any mandatory redemptive provisions, sinking fund provisions or conversion rights.

17

PART II

Item 1. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.

(a)  Market information.

The Common Stock was traded in the “pink sheets” an Internet-based, real-time quotation service for OTC equities under the symbol “COHQ” until August 3, 2007 Commencing on August 6, 2007, our Common Stock has traded on the Pink Sheets under the symbol “ANNO”. For the periods indicated, the following table sets forth the high and low closing bid prices per share of theCommon Stock.  The below prices, furnished by Pink Sheets LLC, represent inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions.

High	Low
Quarter Ended March 31, 2006	$65.10	$24.74
Quarter Ended June 30, 2006	$33.85	$10.42
Quarter Ended September 2006	$15.63	$9.21
Quarter Ended December 31, 2006	$15.63	$3.91
Quarter Ended March 31, 2007	$2.864	$0.521
Quarter Ended June 30, 2007	$0.521	$0.130
Quarter Ended September 30, 2007	$1.01	$0.14
Quarter Ended December 31, 2007	$1.05	$0.65

As of February 12, 2008, shares of New Common Stock were held by approximately 1328 stockholders of record.

The transfer agent of our Common Stock is Interwest Transfer Co., Inc., Salt Lake City, UT.

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Dividends

Holders of New Common Stock are entitled to dividends when, as, and if declared by the Board of Directors, out of funds legally available therefor.  We have never declared cash dividends on the Old Common Stock and our Board of Directors does not anticipate paying cash dividends in the foreseeable future on the New Common Stock as it intends to retain future earnings to finance the growth of our business, including the business of the Company.  There are no restrictions in our articles incorporation or by-laws that restrict us from declaring dividends.

Securities Authorized for Issuance under Equity Compensation Plans

The Company has no equity compensation plan or agreements under which equity securities of the Company are authorized for issuance.

Item 2. Legal Proceedings.

Neither the Company nor the Company are a party to any pending legal proceeding, nor is any of their respective properties the subject of a pending legal proceeding.

Item 3. Changes in and Disagreements with Accountants.

We retained Bagell, Josephs, Levine & Company, LLC (“BJL”) as our new independent auditors as of October 12, 2006. BJL is located at 406 Lippincott Ave. Marlton, NJ 08053. Prior to such date, we did not consult with BJL regarding any of the enumerated items described in Item 304(a)(2) of Regulation S-B.

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Item 4. Recent Sales of Unregistered Securities.

Below, we provide information regarding issuances of unregistered securities made by us during the last three years.  Some of the information contained in this section is extrapolated from documentation and information received from the Company’s prior management and may not be complete and accurate.  

On January 16, 2005 we approved the issuance of 231 shares of our common stock to each of our three directors as compensation for their services as directors during our 2004 fiscal year valued at $60,000 per director. These share issuances were made on February 23, 2005. The directors were accredited  investors and we believe the issuances of these securities were exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Regulation D.

On January 6, 2005, we approved the issuance of stock options to purchase 9,601 shares of our common stock at an exercise price $0.00 per share of common stock to  Steve Crane to compensate him for his services as CEO during fiscal year 2004.  During fiscal year 2004, Steve Crane was entitled to a base salary of $200,000 and a bonus of $100,000 under his employment agreement, but accepted the stock options in lieu of cash payment.  Steve Crane was issued the 9,601 shares of our common stock on February 23, 2005. Steve Crane was an accredited investor and we believe the issuance of these securities was exempt under Section 4(2) of the Securities Act and Regulation D.

In January 2005, we granted Steve Crane stock options to purchase 6,250,000 shares of Old Common Stock at an exercise price $0.014 per share   Steve Crane was an accredited investor and we believe the issuance of these securities was exempt under Section 4(2) of the Securities Act and Regulation D.

On April 6, 2005, we issued 45 shares of our common stock to Equinet, Inc to repay a short-term loan with a balance of $1,190. We believe this issuance of shares was exempt under Section 4(2) of the Securities Act.

On August 3, 2005, we issued 811 shares of our common stock to Bear62 Corp. in return for business development services valued at $21,111.  We believe this issuance of shares was exempt under Section 4(2) of the Securities Act.

On August 3, 2005, we issued 959 shares of our common stock to Serious Fun in return for their supplying us with printed and interactive media valued at $24,952.  We believe this issuance of shares was exempt under Section 4(2) of the Securities Act.

On August 11, 2005, we issued 428,571 shares of our common stock to Alan Lewis in error due to a misinterpretation of his employment agreement.  These shares were cancelled on December 30, 2005.  We believe this issuance of shares was exempt under Section 4(2) of the Securities Act.  

On December 19, 2005 we approved the issuance of 231 shares of our common stock  to each of our three directors as compensation for their services as directors during our 2005 fiscal year valued at $60,000 per director. These share issuances were made on December 30, 2005. The directors were accredited investors and we believe the issuances of these securities were exempt from registration under Section 4(2) of the Securities Act of 1933 and Regulation D.

20

On December 19, 2005, we approved the issuance of stock options to purchase 14,401 shares of our common stock at an exercise price $0.00 per share of common stock to Steve Crane to compensate him for his services as CEO during fiscal year 2005. During fiscal year 2004, Steve Crane was entitled to a base salary of $250,000 and a bonus of $125,000 under his employment agreement, but accepted the stock options in lieu of cash payment.  Steve Crane was issued the 14,401 shares of our common stock on December 30, 2005.  Steve Crane was an accredited investor and we believe the issuance of these securities was exempt from registration under Section 4(2) of the Securities Act and Regulation D.

On December 19, 2005, we approved the issuance of an aggregate of 448 shares of common stock to five employees and consultants as compensation and performance bonuses in an aggregate amount of $116,000.  We believe the issuance of these securities were exempt from registration under Section 4(2) of the Securities Act.  

On December 19, 2005, we issued 108 shares of our common stock  to Alan Lewis to compensate him for the retirement of options.  We believe the issuance of these shares was exempt from registration under Section 4(2) of the Securities Act.

On December 30, 2005, Steve Crane exercised options to purchase 14,401 shares of common stock. We believe the issuance of these shares were exempt from registration under Section 3(a)(9) of the Securities Act.

On May 16, 2006 we issued a secured convertible promissory note to an investor for the principal sum of $25,000. The note accrued interest at the rate of 6% per annum.  The aggregate principal amount of the note together with all accrued interest and transaction costs was convertible into shares of our common stock at a conversion price which was the greater of: the preceding ten day bid price average of our common stock on the Pink Sheets on the conversion date; or $6.51 per share.  We believe the issuance of this note was exempt from registration under Section 4(2) of the Securities Act.

On May 31, 2006 we issued a secured convertible promissory note to an investor for the principal sum of $5,000. The note accrued interest at the rate of 6% per annum.  The aggregate principal amount of the note together with all accrued interest and transaction costs was convertible into shares of our common stock at a conversion price which was the greater of: the preceding ten day bid price average of our common stock on the Pink Sheets on the conversion date; or $6.51 per share.  We believe the issuance of this note was exempt from registration under Section 4(2) of the Securities Act.

On June 2, 2006 we issued a secured convertible promissory note to an investor for the principal sum of $26,000. The note accrued interest at the rate of 6% per annum.  The aggregate principal amount of the note together with all accrued interest and transaction costs was convertible into shares of our common stock at a conversion price which was the greater of: the preceding ten day bid price average of our common stock on the Pink Sheets on the conversion date; or $6.51 per share. We believe the issuance of this note was exempt from registration under Section 4(2) of the Securities Act.

On June 21, 2006 we issued a secured convertible promissory note to an investor for the principal sum of $65,000. The note accrued interest at the rate of 6% per annum.  The aggregate principal amount of the note together with all accrued interest and transaction costs was convertible into shares of our common stock at a conversion price which was the greater of: the preceding ten day bid price average of our common stock on the Pink Sheets on the conversion date; or $6.51 per share.  We believe the issuance of this note was exempt from registration under Section 4(2) of the Securities Act.

21

On July 31, 2006 we issued a secured convertible promissory note to an investor for the principal sum of $25,000. The note accrued interest at the rate of 6% per annum.  The aggregate principal amount of the note together with all accrued interest and transaction costs was convertible into shares of our common stock at a conversion price which was the greater of: the preceding ten day bid price average of our common stock on the Pink Sheets on the conversion date; or $6.51 per share.  We believe the issuance of this note was exempt from registration under Section 4(2) of the Securities Act.

On October 31, 2006 we issued a secured convertible promissory note to Steve Crane for the principal sum of $20,000. The note accrued interest at the rate of 6% per annum.  The aggregate principal amount of the note together with all accrued interest and transaction costs was convertible into shares of our common stock at a conversion price which was the greater of: the preceding ten day bid price average of our common stock on the Pink Sheets on the conversion date; or $1.302 per share.  We believe the issuance of this note was exempt from registration under Section 4(2) of the Securities Act.

On November 15, 2006 we issued a secured convertible promissory note to Steve Crane for the principal sum of $7,000. The note accrued interest at the rate of 6% per annum.  The aggregate principal amount of the note together with all accrued interest and transaction costs was convertible into shares of our common stock at a conversion price which was the greater of: the preceding ten day bid price average of our common stock on the Pink Sheets on the conversion date; or $1.302 per share. Steve Crane was an accredited investor and we believe the issuance of the note was exempt from registration under Section 4(2) of the Securities Act and Regulation D.

On November 20, 2006 we approved the issuance of 231 shares of our common stock to each of our three directors as compensation for their services as directors during our 2006 fiscal year. The value of the 231 shares received by each director was valued at $3,000. These share issuances were made on November 28, 2006. The directors were accredited investors and we believe the issuances of these shares were exempt from registration under Section 4(2) of the Securities Act and Regulation D.

On November 20, 2006 we approved the issuance of an aggregate of 22,428 shares of our common stock to two investors to effect the conversion of debts aggregating $146,000.  The 22,428 shares were issued on November 28, 2006.  We believe the issuances of these shares were exempt from registration under Section 3(a)(9) and Section 4(2) of the Securities Act.

22

Pursuant to the terms of our employment agreement with Gregg Davis dated January 1, 2006  we committed to issue options to purchase to purchase 1,921 shares of our common stock to Gregg Davis. These options had an exercise price of $35.154 per share and were cancelled subject to the Stock Purchase and Exchange Agreement.  We believe this issuance of securities was exempt from registration under Section 4(2) of the Securities Act and Regulation D.

Pursuant to the terms of our employment agreement with Leslie Ashby dated November 15, 2005 we committed to issue options to purchase 854 shares of our common stock to Ms. Ashby. These options had an exercise price of $$35.154 per share and were cancelled pursuant to the terms of a termination agreement.   We believe this issuance of securities was exempt from registration under Section 4(2) of the Securities Act and Regulation D.

Pursuant to the terms of our employment agreement with Steve Crane dated January 1, 2006 we committed to issue options to purchase 5,761 shares of our common stock to Mr. Crane. These options have an exercise price of $29.946 per share and were cancelled subject to the Stock Purchase and Exchange Agreement.  We believe this issuance of securities was exempt from registration under Section 4(2) of the Securities Act and Regulation D.

Pursuant to the terms of our employment agreement with Alan Silberberg dated January 6, 2006, we committed to issue options to purchase 854 shares of our common stock to Alan Silberberg. These options have an exercise price of $35.154 per share and were cancelled pursuant to the terms of a settlement agreement.  We believe this issuance of securities was exempt from registration under Section 4(2) of the Securities Act and Regulation D.

Pursuant to the terms of our employment agreement with Cory Martin dated January 1, 2006, we committed to issue options to purchase 569 shares of our common stock to Mr. Martin. These options had an exercise price of $35.154 per share and were cancelled after Mr. Martin left the employment of the Company.  We believe this issuance of securities was exempt from registration under Section 4(2) of the Securities Act.

On January 24, 2007, we approved the issuance of 321,854 shares of our common stock to Steve Crane and 178,476 shares of our common stock   to Gregg Davis to effect the conversion of debts in the respective amounts of $265,000 and $150,000.   The shares were issued on January 26, 2007.  As officers of the Company, both Steve Crane and Gregg Davis were accredited investors and we believe the issuances of these shares were exempt from registration under Section 4(2) of the Securities Act and Regulation D.

On February 12, 2007, we issued 38,403 shares of unrestricted common stock to an investor for gross proceeds of $25,000.  We believe the issuance of these shares was exempt from registration under Rule 504 of Regulation D.

On February 16, 2007, we issued 53,764 shares of unrestricted common stock to an investor for gross proceeds of $25,000.  We believe the issuance of these shares was exempt from registration under Rule 504 of Regulation D.

On March 30, 2007, we issued 72,965 shares of unrestricted common stock to an investor for gross proceeds of $10,000.  We believe the issuance of these shares was exempt from registration under Rule 504 of Regulation D.

23

Item 5. Indemnification of Directors and Officers.

Our Articles of Incorporation provide that the liability of our directors for monetary damages shall be eliminated to the fullest extent permissible under California law. This is intended to eliminate the personal liability of a director for monetary damages in an action brought by or in the right of the Company for breach of a director’s duties to the Company or our shareholders except for liability:

for acts or omissions that involve intentional misconduct or a knowing and culpable violation of law;

·   for acts or omissions that a director believes to be contrary to the best interests of the Company or our shareholders or that involve the absence of good faith on the part of the director;

·   for any transaction for which a director derived an improper personal benefit;

·   for acts or omissions that show a reckless disregard for the director’s duty to the Company or our shareholders 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 Company or our shareholders;

·   for acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the director’s duty to the Company or our shareholders; and

·   for engaging in transactions described in the California Corporations Code or California case law that result in liability, or approving the same kinds of transactions.

Our Articles of Incorporation authorize the Company to indemnify our officers and directors to the fullest extent permissible under California law. Our Bylaws provide that the Company shall, to the maximum extent permitted by the California Corporations Code, have the power to indemnify officers, directors and other agents of the Company against expenses, judgments, fines, settlements, and other expenses reasonably incurred in connection with any proceeding due to the fact that such person is or was an agent of the Company, and the Company has the power to expenses incurred in defending against any such proceeding to the maximum extent permitted by such law.

Section 317 of the California Corporations Code states that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor) by reason of the fact that the person is or was an agent of the corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the proceeding if that person acted in good faith and in a manner the person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of the person was unlawful. In addition, a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was an agent of the corporation, against expenses actually and reasonably incurred by that person in connection with the defense or settlement of the action if the person acted in good faith, in a manner the person believed to be in the best interests of the corporation and its shareholders.

24

With regard to a provision authorizing the indemnification of directors or agents in excess of that expressly permitted by Section 317, Section 204 of the California Corporations Code stipulates that (A) such a provision may not eliminate or limit the liability of directors or agents, among other things, (i) for acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (ii) for acts or omissions that a director or agent 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 or agent, (iii) for any transaction from which a director or agent derived an improper personal benefit, (iv) for acts or omissions that show a reckless disregard for the director's or agent's duty to the corporation or its shareholders in circumstances in which the director or agent was aware, or should have been aware, in the ordinary course of performing a director’s or agent’s duties, of a risk of serious injury to the corporation or its shareholders, or (v) for acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the director's or agent’s duty to the corporation or its shareholders, (B) no such provision shall eliminate or limit the liability of a director or agent for any act or omission occurring prior to the date when the provision becomes effective, and (C) no such provision shall eliminate or limit the liability of an officer for any act or omission as an officer, notwithstanding that the officer is also a director or agent or that his or her actions, if negligent or improper, have been ratified by the directors.

The limitation of liability and indemnification provisions in our articles of incorporation and bylaws may discourage shareholders from bringing a lawsuit against our directors for breach of their fiduciary duty. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and other shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions. At present, there is no pending litigation or proceeding involving any of our directors, officers or employees regarding which indemnification are sought, and we are not aware of any threatened litigation that may result in claims for indemnification.

Insofar as indemnification for liabilities under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been informed that in  the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

25

PART F/S

AMERICAN NANO-SILICON TECHNOLOGIES, INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets at September 30, 2007 and 2006	F-2
Consolidated Statements of Operations for the year ended September 30, 2007 and for the period from the inception (August 26, 2006) to September 30, 2006	F-3
Consolidated Statements of Changes in Stockholders’ Equity for the year ended September 30, 2007 and for the period from the inception (August 26, 2006) to September 30, 2006	F-4
Consolidated Statements of Cash Flows for the year ended September 30, 2007 and for the period from the inception (August 26, 2006) to September 30, 2006	F-5
Notes to Consolidated Financial Statements	F-6 - F-15

26

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

American Nano-Silicon Technologies, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheets of American Nano-Silicon Technologies, Inc. and Subsidiaries as of September 30, 2007 and 2006 and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for the year ended September 30, 2007 and for the period from the inception (August 26, 2006) to September 30, 2006. These consolidated financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards established by the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. 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 control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of American Nano-Silicon Technologies, Inc. and Subsidiaries as of September 30, 2007 and 2006 and the results of its operations, changes in stockholders’ equity, and cash flows for the year ended September 30, 2007 and for the period from the inception to September 30, 2006 in conformity with accounting principles generally accepted in the United States of America.

/S/ Bagell Josephs, Levine & Company, LLC

Bagell Josephs, Levine & Company, LLC

Marlton, New Jersey

January 8, 2008

F-1

AMERICAN NANO-SILICON TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, 2007 AND 2006

(Expressed in US dollars)

				2007	2006
ASSETS
Current assets:
	Cash and cash equivalents			$        423,700	$          60,205
	Advances to suppliers			123,041	695,631
	Inventory			690,030	132,397
	Other receivables			172,692	5,548
	Other receivables - related parties			272,585	56,467
	Employee advances			27,911	6,374
			Total Current Assets	1,709,959	956,622
Property, plant and equipment, net				5,848,444	5,353,120
Other assets:
	Land use right, net			900,640	871,389
			Total other assets	900,640	871,389
Total Assets				$     8,459,043	$     7,181,131
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Short term loan			$        937,414	$        498,983
	Account payable			382,262	272,100
	Construction security deposits			1,172,043	1,161,295
	Accrued expenses and other payables			405,339	84,186
			Total Current Liabilities	2,897,058	2,016,564
	Due to related parties			200,223	10,121
Total Liabilities				3,097,281	2,026,685
Minority Interests				999,751	1,014,907
Commitments and Contingencies
Stockholders' Equity
	Common stock, $0.0001 par value, 100,000,000 shares authorized;
		100,000,000 shares issued and outstanding at September 30, 2007 and 2006		10,000	10,000
	Additional paid-in-capital			3,971,809	3,931,254
	Accumulated other comprehensive income			474,341	201,643
	Accumulated deficit			(94,139)	(3,359)
			Total Stockholders' Equity	4,362,011	4,139,538
Total Liabilities and Stockholders' Equity				$     8,459,043	$     7,181,131

The accompanying notes are an integral part of these condensed consolidated financial statements
F-2
          
          

AMERICAN NANO-SILICON TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, 2007 AND 2006

(Expressed in US dollars)

				From the inception
			For the year	(August 26, 2006)
			ended	to
			September 30, 2007	September 30, 2006
Revenues			$             2,070,550	$                                -
Cost of Goods Sold			1,642,021	-
Gross Profit			428,529	-
Operating Expenses
	Selling, general and administrative		443,154	1,389
		(Loss) before other Income and (Expenses)	(14,625)	(1,389)
Other Income and (Expense)
	Interest income		-	20
	Interest expense		(90,429)	(2,321)
	Other income (expense)		(883)	-
		Total other income and (expense)	(91,312)	(2,300)
(Loss) Before Minority Interests and Income Taxes			(105,937)	(3,689)
Minority Interests			15,156	330
(Loss) Before Income Taxes			(90,780)	(3,359)
Provision for Income Taxes			-	-
Net (Loss)			$                (90,780)	$                        (3,359)
Basic and diluted (loss) per common share			$                  (0.001)	$                         (0.00)
Weighted average number of common shares			100,000,000	100,000,000

The accompanying notes are an integral part of these condensed consolidated financial statements

F-3

AMERICAN NANO-SILICON TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, 2007 AND 2006

(Expressed in US dollars)

		Common Stock			Accumulated Other
		par value $.0001		Additional	Comprehensive	Accumulated	Comprehensive
		Shares	Amount	Paid in Capital	Income	Deficit	Income	Total
Balance August 26, 2006		100,000,000	10,000	3,854,490	177,543	-		4,042,033
	Additional capital contributed		-	76,764	-	-		76,764
Comprehensive income
	Net loss for the year					(3,359)	(3,359)	(3,359)
	Other comprehensive income, net of tax
	Foreign currency translation adjustments				24,100		24,100	24,100
Comprehensive income							20,741
Balance September 30, 2006		100,000,000	$        10,000	$        3,931,254	$               201,643	$            (3,359)		$       4,139,538
	Additional capital contributed		-	40,555	-	-		40,555
Comprehensive income
	Net loss for the year					(90,780)	(90,780)	(90,780)
	Other comprehensive income, net of tax
	Foreign currency translation adjustments				272,698		272,698	272,698
Comprehensive income							181,918
Balance September 30, 2007		100,000,000	$        10,000	$        3,971,809	$               474,341	$          (94,139)		$       4,362,011

The accompanying notes are an integral part of these condensed consolidated financial statements

F-4

AMERICAN NANO-SILICON TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, 2007 AND 2006

(Expressed in US dollars)

						From the inception
					For the year	(August 26, 2006)
					ended	to
					September 30, 2007	September 30, 2006
Cash Flows From Operating Activities:
	Net loss				$                (90,780)	$                    (3,359)
	Adjustments to reconcile net loss to net cash
		provided by operating activities:
			Depreciation and amortization		100,344	1,389
			Minority interest		(15,156)	(330)
		Changes in operating assets and liabilities:
		(Increase) decrease in -
			Accounts receivable and other receivable		(167,145)	-
			Inventory		(557,633)	-
			Employee advances		(21,537)	-
			Advances to suppliers		572,591	-
			Related party receivables		(216,118)
		Increase (decrease) in -
			Accounts payable		110,162
			Construction security deposits		10,747	9,025
			Accrued expenses and other payables		321,153	1,231
				Cash provided by operating activities	46,626	7,956
Cash Flows From Investing Activities:
			Additions to property and equipment		(363,914)	-
			Additions to construction in process		(59,757)	(105,760)
				Cash (used in) investing activities	(423,672)	(105,760)
Cash Flows From Financing Activities
			Proceeds from related party loans		190,103	-
			Proceeds from notes payable		438,431	-
			Proceeds from additional capital contribution		-	76,764
			Reduction in subscription receivable		-	28,996
				Cash provided by financing activities	628,535	105,760
Effect of exchange rate changes on cash and cash equivalents					112,006	3,624
Increase in cash and cash equivalents					363,495	11,580
Cash and Cash Equivalents - Beginning of year					60,205	48,625
Cash and Cash Equivalents - End of year					$                423,700	$                    60,205
SUPPLEMENTAL CASH FLOW INFORMATION:
	During the year, cash was paid for the following:
			Interest expense		$                          -	$                     1,231
			Income taxes		$                          -	$                             -
Non-cash investing and financing activities:
	Additional capital contributed in the form of property				$40,555	$                            -

The accompanying notes are an integral part of these condensed consolidated financial statements

F-5

AMERICAN NANO-SILICON TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2007 AND 2006

Note 1 – ORGANIZATION AND BASIS OF PRESENTATION

American Nano-Silicon Technologies, Inc. (“ANST”) was incorporated on August 8, 2006 under the laws of the State of Delaware. On August 26, 2006, ANST acquired 95% interest of Nanchong Chunfei Nano-Silicon Technologies Co., Ltd. (“Nanchong Chunfei”), a company incorporated in the People’s Republic of China (the “PRC” or “China”) in August 2006. Nanchong Chunfei directly owns 90% of Sichuan Chunfei Refined Chemicals Co., Ltd. (“Chunfei Chemicals”), a Chinese corporation established under the laws of PRC on January 6, 2006. Chunfei Chemicals itself owns 92% of Sichuan Hedi Veterinary Medicines Co., Ltd. (“Hedi Medicines”), also a Chinese company incorporated under the law of PRC on June 27, 2002.

Collectively, ANST, Nachong Chunfie, Chunfei Chemicals and Hedi Medicines are hereinafter referred to as the “Company”.

The Company is primarily engaged in the business of manufacturing and distributing refined consumer chemical products through its subsidiary, Chunfei Chemicals, and veterinary drugs through another subsidiary, Hedi Medicines.

The accompanying consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with generally accepted accounting principles in the United States of America.

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation

The consolidated financial statements represent the consolidated accounts of ANST and its subsidiaries, Nanchong Chunfei, Chunfei Chemicals and Hedi Medicines. All significant intercompany balances and transactions have been eliminated in consolidation.

Minority interests

Minority interests result from the consolidation of 95% directly owned subsidiary, Nanchong Chunfei, 85.5% indirectly owned subsidiary, Chunfei Chemicals, and 78.66% indirectly owned subsidiary, Hedi Medicines.

F-6

AMERICAN NANO-SILICON TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2007 AND 2006

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Use of estimates

In preparing the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting year. Significant estimates, required by management, include the recoverability of long-lived assets and the valuation of inventories.  Actual results could differ from those estimates.

Cash and cash equivalents

Cash and cash equivalents include cash on hand and cash in deposits and all highly liquid debt instruments with an original maturity of three months or less.

Inventory

Inventories consist of the raw materials and packing supplies. Inventories are valued at the lower of cost or market with cost determined on a first-in first-out basis. Market value represents the estimated selling price in the ordinary course of business less the estimated costs necessary to complete the sale.

Property, plant & equipment

Property and equipment are stated at cost. The cost of an asset comprises its purchase price and any directly attributable costs of bringing the asset to its present working condition and locations for its intended use. Depreciation are amortization are calculated using the straight-like method over the following useful lives:

Buildings and improvements                                                                                      39 years

Machinery, equipment and automobiles                                                                   5-10 years

Expenditures for maintenance and repairs are charged to expense as incurred. Additions, renewals and betterments are capitalized.

F-7

AMERICAN NANO-SILICON TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2007 AND 2006

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (Continued)

Advances to suppliers

Advance to suppliers represent the payments made and recorded in advance for goods and services.  Advances were also made for the purchase of the materials and equipments of the Company’s construction in progress. The final phase of the construction is not completed.  As such, no amortization was made.

Revenue recognition

The Company utilizes the accrual method of accounting.  Upon commencement of operations, The Company’s revenue recognition policies will be in compliance with Staff Accounting Bulletin (“SAB”) 104. Sales revenue is recognized when products are shipped and payments of the customers and collection are reasonably assured.  Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue.

Taxation

Enterprise income tax

The Company’s main operations are in PRC. Under the Provisional Regulations of PRC Concerning Income Tax on Enterprises promulgated by the State Council and which came into effect on January 1, 1994, income tax is payable by enterprises at a rate of 33% of their taxable income. Preferential tax treatment is granted to Joint Venture Enterprise at a lower rate of 15%.

The Company will account for income tax under the provisions of SFAS No.109 "Accounting for Income Taxes", which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of the events that have been included in the financial statements or tax returns.  Deferred income taxes are recognized for all significant temporary differences between tax and financial statements bases of assets and liabilities.  Valuation allowances will also be established against net deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized. There was no income tax incurred for the Company as of September 30, 2007.

F-8

AMERICAN NANO-SILICON TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2007 AND 2006

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (Continued)

Value added tax

Value added tax is imposed on goods sold in or imported into the PRC. Value added tax payable in the People’s Republic of China 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 services in the same financial year. There was no value added tax payable for the Company as of September 30, 2007.

Concentration of credit risk

Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of advances to suppliers and other receivables arising from its normal business activities. The Company does not require collateral or other security to support these receivables.  The Company routinely assesses the financial strength of its debtors and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts.

Risks and uncertainties

The operations of the Company are located in the PRC. Accordingly, the Company's business, financial condition, and results of operations may be influenced by the political, economic, and legal environments in the PRC, in addition to the general state of the PRC economy. The Company's results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

Fair value of financial instruments

The carrying amounts of certain financial instruments, including cash and cash equivalents, advance to suppliers, other receivables, accounts payable, accrued expenses and construction security deposits approximate fair value due to the short-term nature of these items as of September 30, 2007 because of the relatively short-term maturity of these instruments.

F-9

AMERICAN NANO-SILICON TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2007 AND 2006

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (Continued)

Foreign currency translation

The Company’s principal country of operations is in PRC. The financial position and results of operations of the Company are determined using the local currency, Renminbi (“RMB”), as the functional currency. Foreign currency transactions are translated at the applicable rates of exchange in effect at the transaction dates. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect at that date. Revenues and expenses are translated at the average exchange rates in effect during the reporting period.

Translation adjustments arising from the use of different exchange rates from period to period are included as a component of stockholders' equity as "Accumulated Other Comprehensive Income".  Gains and losses resulting from foreign currency translations are included in Accumulated Other Comprehensive Income.

Recent accounting pronouncements

In June 2007, the FASB issued FASB Staff Position No. EITF 07-3, “Accounting for Nonrefundable Advance Payments for Goods or Services Received for use in Future Research and Development Activities” (“FSP EITF 07-3”), which addresses whether nonrefundable advance payments for goods or services that used or rendered for research and development activities should be expensed when the advance payment is made or when the research and development activity has been performed. Management is currently evaluating the effect of this pronouncement on financial statements.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115 (“SFAS 159”). SFAS 159 permits companies to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. The objective of SFAS 159 is to provide opportunities to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply hedge accounting provisions. SFAS 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. SFAS 159 will be effective in the first quarter of fiscal 2009. The Company is evaluating the impact that this statement will have on its consolidated financial statements.

F-10

AMERICAN NANO-SILICON TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2007 AND 2006

Note 2 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (Continued)

In September 2006, the FASB issued SFAS No. 157 “Fair Value Measurements,”which provides a definition of fair value, establishes a framework for measuring fair value and requires expanded disclosures about fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007and interim periods within those fiscal years. The provisions of SFAS No. 157 should be applied prospectively. The Company is currently analyzing whether this new standard will have impact on its financial position and results of operations.

In September2006, the FASB issued SFAS No. 158 “Employers’Accounting for Defined Benefit Pension and Other Postretirement Plans”, which amends SFAS No. 87 “Employers’Accounting for Pensions”(SFAS No. 87), SFAS No. 88 “Employers’Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits”(SFAS No. 88), SFAS No. 106 “Employers’Accounting for Postretirement Benefits Other Than Pensions”(SFAS No. 106), and SFAS No. 132R “Employers’Disclosures about Pensions and Other Postretirement Benefits (revised 2003)”(SFAS No. 132R). This Statement requires companies to recognize an asset or liability for the overfunded or underfunded status of their benefit plans in their financial statements. SFAS No. 158 also requires the measurement date for plan assets and liabilities to coincide with the sponsor’s year end. The standard provides two transition alternatives related to the change in measurement date provisions. The recognition of an asset and liability related to the funded status provision is effective for fiscal year ending after December 15, 2006 and the change in measurement date provisions is effective for fiscal years ending after December 15, 2008 The implementation of this standard did not have a material impact on the Company’s financial position, results of operations or cash flows.

F-11

AMERICAN NANO-SILICON TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2007 AND 2006

Note 3 – INVENTORY

 The inventory consists of the following:

		As of September 30,
	2007		2006
Raw materials	123,647		100,892
Packing supplies	232,485		22,409
Work in process	277,818		-
Finished goods	56,080		9,096
Total	$690,030		$132,397

No allowance for inventories was made for the year ended September 30, 2007 and for the period from the inception to September 30, 2006.

Note 4 –PROPERTY, PLANT AND EQUIPMENT

		As of September 30,
	2007		2006
Machinery & equipment	$                           604,835		$       381,760
Automobiles	56,867		53,908
Plant & Buildings	2,846,200		1,833,245
Total	3,507,902		2,268,913
Less: accumulated depreciation	(84,868)		-
Add: construction in process	2,425,410		3,084,207
Property, plant and equipment	$                        5,848,444		$     5,353,120

F-12

AMERICAN NANO-SILICON TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2007 AND 2006

Note 4 –PROPERTY, PLANT AND EQUIPMENT (Continued)

Depreciation expense for the year ended September 30, 2007 was $69,047 and there was no depreciation expense for the period from the inception to September 30, 2006.

Construction in progress represents direct costs of construction or acquisition and design fees incurred for the Company’s new plant and equipment. Capitalization of these costs ceases and the construction in progress is transferred to plant and equipment when substantially all the activities necessary to prepare the assets for their intended use are completed. No depreciation is provided until it is completed and ready for its intended use.

NOTE 5 - RELATED PARTY TRANSACTIONS

The Company periodically has receivables from its affiliates, owned by Mr. Pu Fachun, the majority shareholder and the president of the Company. The Company expects all outstanding amounts due from its affiliate will be repaid and no allowance is considered necessary. The Company also periodically borrows money from its shareholders to finance the operations.

The details of loans to/from related parties are as follows:

		As of September 30,
	2007		2006
Receivables from affiliates	$          272,585		$            56,467
Loans from shareholders	$          200,223		$            10,121

One of the Company’s affiliated company, Sichuan Chunfei Daily Chemicals Co., Ltd. (“Daily Chemical”), is a major customer of the Company. Its sales accounted for 14% of the net revenue for the year ended September 30, 2007.  Daily Chemical is also the largest supplier of the Company, accounted for 36% of all of the raw materials the Company purchased for the year ended September 30, 2007.

F-13

AMERICAN NANO-SILICON TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2007 AND 2006

NOTNOTE 6 - LAND USE RIGHT

 All land in the People’s Republic of China is government owned and cannot be sold to any individual or company. However, the government grants the user a “land use right” (the Right) to use the land. The land use right was originally acquired by one of the Company’s shareholders in September 2000 for the amount of $833,686 and later was transferred to the Company as capital investment. The Company has the right to use the land for 50 years and amortized the Right on a straight-line basis over the period of 50 years.

The amortization expense from the year ended September 30, 2007 and for the period from the inception to September 30, 2006 was $17,893 and $1,389, respectively.

NOTNOTE 7 - SHORT-TERM LOANS

The   The short-term loans include the following:

[

The    The Company accrued interest expenses of $90,429 for the year ended September 30, 2007 and $2,321 for the period from the inception to September 30, 2006.

F-14

AMERICAN NANO-SILICON TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2007 AND 2006

NOTNOTE 8 – CONSTRUCTION SECURITY DEPOSITS

The Company requires security deposits from its plant and building contractors prior to start of the constructions. The deposits are to be refunded upon officially certified completion of the works within the specified time. The purpose of the security deposits is to protect the Company from unexpected delay and poor construction quality.

The Company offers no interest to the security deposits and is not precluded from using the deposits for other purposes. As of September 30, 2007 and 2006, the balance of the construction security deposits was $1,172,043 and $1,161,295, respectively.

The                          

N      NOTE 9 – STOCKHOLDERS’ EQUITY

 

On August 26, 2006, ANST entered into an agreement with the shareholders of Chunfei Chemicals to form Nanchong Chunfei, a joint venture company established under the laws of PRC. ANST acquired 95% of ownership of Nanchong Chunfei by contributing US$122,000 in cash and issuing all of its 100,000,000 shares of common stock to the shareholders of Chunfei Chemicals, Mr. Pu Fachun and Mr. Qiwei Zhang.  In consideration, Mr. Pu and Mr. Zhang transferred 90% of their ownership in Chunfei Chemicals to the Joint Venture, Nanchong  Chunfei.  After this change, ANST owns 95% of Nanchong Chunfei, who, in turn, owns 90% of Chunfei Chemicals.

As the transaction was between entities under common control, the transaction was recorded at the historical cost basis. The Company issued shares at fair value equal to the recorded cost. 

Pursuant to the document issued by the District Council to Nanchong City Council on September 5, 2006, the equity transfers from Nanchong Chunfei and Chunfei Chemicals to ANST was approved and transformation of Nanchong Chunfei to a Sino-foreign Joint Venture Enterprise was granted.

F-15

PART III

EXHIBITS

Exhibit No.	Description
3.1	Articles of Incorporation, dated September 9, 1996
3.2	Certificate of Amendment of Articles of Incorporation, dated March 9, 2004
3.3	Certificate of Amendment of Articles of Incorporation, dated January 16, 2007
3.4	Certificate of Amendment of Articles of Incorporation, dated July 25, 2007
3.5	Bylaws
5.1	Opinion of Legality  (1)
10.1	Stock Purchase and Share Exchange Agreement, dated May 24, 2007
10.2	Quitclaim Agreement, dated January 8, 2008
10.3	Spinoff Agreement, dated January 8, 2008
23.1	Consent from Bagell Josephs Levine & Company, LLC.

1. To be filed by Amendment.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

American Nano Silicon Technologies, Inc.

Date: Feburary 12, 2008                                                                            By: /s/ Pu Fachun

  Name: Pu Fachun

  Title: President and CEO

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF CORPHQ, INC. 1790243 ENDORSED      FILED In the office of the Secretary of State     of the State of California            SEP 6 - 1996       /s/ Bill Jones BILL JONES, Secretary of State

ONE:                                            The Name of this corporation is CorpHQ, Inc.

TWO: The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business, or the practice of a profession permitted to be incorporated by the California Corporations Code.

THREE: The name and address in this state of this corporation’s initial agent for service of process is Thomas M. Jones, 4600 Campus Drive, Suite 200 Newport Beach, California 92660.

FOUR: The Corporation is authorized to issue Ten Million (10,000,000) shares of common stock.

FIVE: The liabilities of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

SIX: The corporation is authorized to indemnify the directors and officers of the corporation to the fullest extent permissible under California law.

SEVEN: This corporation is a close corporation. The issued shares of this corporation of all classes shall be held of record by not more than thirty-five persons.

Dated:      July 1, 1996   /s/ Thomas M. Jones                  Thomas M. Jones, Incorporator

I declare that I am the person who executed the above Articles of Incorporation, and that this instrument is my act and deed.

  /s/ Thomas M. Jones

      Thomas M. Jones

EX-3.2

Exhibit 3.2

CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF CORPHQ, INC. A0608841 ENDORSED - FILED in the office of the Secretary of State     of the State of California            MAR – 9 2004       KEVIN SHELLEY        Secretary of State

The undersigned certifies that:

1.   He is the president and the secretary of CORPHQ, Inc., a California corporation (the “Corporation”).

           2. Section Four of the Articles of Incorporation of this Corporation is amended to read as follows:

FOUR: The Corporation is authorized to issue five hundred million (500,000,000) shares of common stock. Upon the filing of the foregoing amendment of the Articles of Incorporation, every shareholder holding one (1) share of Common Stock shall be entitled to receive ten (10) shares of Common Stock against delivery of the stock certificate(s) owned by such shareholder by delivering the stock certificate(s) to the Secretary of the Corporation.

            3. The foregoing amendment of Articles of Incorporation has been duly approved by the Board of Directors.

4.   The foregoing amendment of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902, California Corporations Code.  The total number of outstanding shares of the Corporation is nine million one hundred ten thousand three hundred sixty-eight (9,110,368) shares of Common Stock.  The number of shares voting in favor of the amendment equaled or exceeded the vote required.  The percentage vote required was more than 50%.

The undersigned further declares under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of his own knowledge.

Executed at Redondo Beach, California on March 4, 2004.

/s/ Steven Crane

Steven Crane

President and Secretary

EX-3.3

Exhibit 3.3 

CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF CORPHQ, INC. A0655263 ENDORSED - FILED in the office of the Secretary of State        of the State of California            JAN 16 2007

The undersigned, Steven Crane, hereby certifies that:

1. He is the duly elected Chief Executive Officer and Secretary of CORPHQ, INC., a California corporation (the “Corporation”).

2. Section Four of the Articles of Incorporation of this Corporation is amended to read as follows:

FOUR: The Corporation is authorized to issue two billion (2,000,000,000) shares of common stock.

3.  The foregoing amendment of Articles of Incorporation has been duly approved by the Board of Directors.

                4.   The foregoing amendment of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902, California Corporations Code.  The total number of outstanding shares of the Corporation is one hundred ninety-nine million three hundred thirty-six thousand five hundred eighty-one (199,336,581) shares of Common Stock.  The number of shares voting in favor of the amendment equaled or exceeded the vote required.  The percentage vote required was more than 50%.

I further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of my own knowledge.

Date:  January 11, 2007

/s/ Steven Crane

Steven Crane

Chief Executive Officer and Secretary

EX-3.4

Exhibit 3.4

AMENDED AND RESTATED ARTICLES OF INCORPORATION OF CORPHQ, INC. A0664078 ENDORSED - FILED in the office of the Secretary of State        of the State of California            JUL 25 2007

The undersigned certify that:

  1.   They are the president and the secretary, respectively, of CORPHQ, Inc., a California corporation (the “Corporation”).

           2. The Articles of Incorporation of this corporation are amended and restated in their entirety to read as follows:

ONE:         The name of this Corporation is American Nano Silicon Technology, Inc.

TWO:        The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California, other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

THREE:     This Corporation is authorized to issue one class of shares, which is Common Stock, having a par value of One-Hundredth of One Cent ($.0001) per share.  The number of shares of Common Stock which this Corporation is authorized to issue is two hundred million (200,000,000).

FOUR:        Immediately upon the filing of these amended and restated articles each one thousand three hundred two (1,302) shares of Common Stock of the Corporation issued and outstanding shall become one (1) share of Common Stock of the Corporation.  In lieu of any fraction of a post-split share to which the stockholder is otherwise entitled, all fractional interests shall be rounded up to the nearest whole number. Stockholders are not required to exchange their certificates representing shares of Common Stock held prior to the Reverse Split..

FIVE:        The liability of the directors of this Corporation for monetary damages shall be eliminated to the fullest extent possible under all applicable law of the State of California.

SIX:           This Corporation is authorized to indemnify the directors and officers of this Corporation to the fullest extent permissible under all applicable law enacted by the State of California, and in excess of the indemnification otherwise permitted under Section 317 of the California Corporations Code.

            3. The foregoing amendment and restatement of the Articles of Incorporation has been duly approved by the Board of Directors.

The foregoing amendment and restatement of the Articles of Incorporation of the Corporation has been duly approved by the required vote of the shareholders in accordance with Section 902 of the, California Corporations Code.

4.   The total number of outstanding shares of the Corporation is one billion sixty-five million seven hundred fifty-three thousand two hundred fourteen (1,065,753,214) shares of Common Stock.  The number of shares voting in favor of the amendment equaled or exceeded the vote required.  The percentage vote required was at least 66 and 2/3%.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Date:  July 24, 2007

/s/ Pa Fachun

Pa Fachun,

President

/s/ David Smith

David Smith,

Secretary

[STAMP OF THE

CALIFORNIA SECRETARY

OF STATE]

--

EX-3.5

Exhibit 3.5

BYLAWS

OF

CorpHQ Inc.

A California Corporation

ARTICLE I

OFFICES

Section 1.               PRINCIPAL EXECUTIVE OR BUSINESS OFFICES.  The board of directors shall fix the location of the principal executive office of the corporation at any place within or outside the State of California.  If the principal executive office is located outside Californiaand the corporation has one or more business offices in California, the board shall fix and designate a principal business in California.

Section 2.                  OTHER OFFICES.  Branch or subordinate offices may be established at any time and at any place by the Board of Directors.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1.              PLACE OF MEETINGS.  Meetings of shareholders shall be held at any place within or  outside the State of Californiadesignated by the board of directors.  In the absence of a designation by the board, shareholders’ meetings shall be held at the corporation's principal executive office.

Section 2.              ANNUAL MEETING.  The annual meeting of shareholders shall be held each year on a date and at a time designated by the board of directors.

The date so designated shall be within three months after the end of the corporation’ s fiscal year, and within fifteen months after the last annual meeting.

At each annual meeting, directors shall be elected and any other proper business within the power of the shareholders may be transacted.

Section 2.              ANNUAL MEETING.  The annual meeting of the shareholders shall be held on the fifteenth day in April each year at 10:00 a.m..  If, however, this day falls on a legal holiday, then the meeting shall be held at the same time and place on the next succeeding business day.  At this meeting, directors shall be elected and any other proper business within the power of the shareholders may be transacted.

 Section 3.                SPECIAL MEETING.  A special meeting of the shareholders may be called at any time by the board of directors, by the chair of the board, by the chief executive or by one or more shareholders holding shares that in the aggregate are entitled to cast ten percent or more of the votes at that meeting.

  If a special meeting is called by anyone other than the board of directors, the person or persons calling the meeting shall make a request in writing, delivered personally or sent by registered mail or by telegraphic or other facsimile transmission, to the chair of the board or the chief executive officer, vice president, or secretary, specifying the time and date of the meeting (which is not less than 35 nor more than 60 days after the receipt of the request) and the general nature of the business proposed to be transacted.  Within 20 days after receipt, the officer receiving the request shall cause notice to be given to the shareholders entitled to vote, in accordance with Section 4 of this Article II, stating that a meeting will be held at the time requested by the person (s) calling the meeting, and stating the general nature of the business proposed to be transacted.  If notice is not given within 20 days after receipt of the request, the person or persons requesting the meeting may give the notice.  Nothing in this paragraph shall be construed as limiting, fixing, or affecting the time when a meeting of shareholders called by action of the board may be held.

Section 4.              NOTICE OF SHAREHOLDERS’ MEETINGS.  All notices of meetings of shareholders  shall be sent or otherwise given in accordance with Section 5 of this Article II, not fewer than 10 nor more than 60 days before the date of the meeting.  Shareholders entitled to notice shall be determined in accordance with Section 11 of this Article II.  The notice shall specify the place, date, and hour of the meeting, and (i) in the case of a special meeting, the general nature of the business to be transacted, or (ii) in the case of the annual meeting, those matters that the board of directors, at the time of giving the notice, intends to present for action by the shareholders.  If directors are to be elected, the notice shall include the names of all nominees whom the board intends, at the time of the notice, to present for election.

The notice shall also state the general nature of any proposed action to be taken at the meeting to approve any of the following matters:

(I)  A transaction in which a director has a financial interest, within the meaning of  310 of the California Corporations Code;

(ii)  An amendment of the articles of incorporation under 902 of that Code:

(iii)  A reorganization under 1201 of that Code;

(iv)   A voluntary dissolution under 1900 of that Code; or

(v)   A distribution in dissolution that requires approval of the outstanding  shares under 2007 of that Code.

Page 1 

Section 5.       MANNER OF GIVING NOTICE: AFFIDAVIT OF NOTICE.  Notice of any shareholders’ meeting shall be given either personally or by first-class mail or telegraphic or other written communication, charges prepaid, addressed to the shareholder at the address appearing on the corporation's books or given by the shareholder to the corporation for purposes of notice.  If no address appears on the corporation's books or has been given as specified above, notice shall be either (1) sent by first-class mail addressed to the shareholder at the corporation's principal executive office, or (2) published at least once in a newspaper of general circulation in the county where the corporation's principal executive office is located.  Notice is deemed to have been given a t the time when delivered personally or deposited in the mail or sent by other means of written communication.

If  any notice or report mailed to a shareholder at the address appearing on the corporation's books is returned marked to indicate that the United States Postal Service is unable to deliver the document to the shareholder at that address, all future notices or reports shall be deemed to have been duly given without further mailing if the corporation holds the document available for the shareholder on written demand at the corporation's principal executive office for a period of one year from that date the notice or report was given to all other shareholders.

An affidavit of the mailing or other authorized means of giving notice or delivering a document, of any notice of shareholders’ meeting, report, or other document sent to  shareholders, may be executed by the corporation's secretary, assistant secretary, or transfer agent and, if executed, shall be filed and maintained in the minute book of the corporation.

Section 6.      QUORUM.  The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting of the shareholders shall constitute a quorum for the transaction of business.  The shareholders present at a duly called or held meeting at which a quorum is present continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

Section 7.       ADJOURNED MEETING; NOTICE.  Any shareholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented by that meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at that meeting, except as provided in Section 6 of this Article II.

   When any meeting of shareholders, either annual or special, is adjourned to another time or place, notice of the adjourned  meeting  need not be given if the time and place are announced at the meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless a new adjournment is for more than 45 days after the date set for the original meeting, in which case the board of directors shall set a new record date.  Notice of any such adjourned meeting, if required, shall be given to each shareholder of record entitled to vote at the adjourned meeting, in accordance with Sections 4 and 5 of this Article II.  At any adjourned meeting, the corporation may transact any business that might have been transacted at the original meeting.

Section 8.       VOTING.  The shareholders entitled to vote any meeting of shareholders shall be determined in accordance with  Section 11 of this Article II, subject to the provisions of sections 702 through 704 of the California Corporations Code relating to voting shares held by a fiduciary, in the name of a corporation, or in joint ownership.  The shareholders’ vote may be by voice vote or by ballot, provided, however, that any election for directors must be by ballot if demanded by any shareholder before the voting has begun.  On any matter other than the election of directors,  any shareholder may vote part of the shares the shareholder is to vote in favor of the proposal and refrain from voting the remaining shares or vote them against the proposal, but, if the shareholder is voting affirmatively, it will be conclusively presumed that the shareholder's approving vote is with respect to all shares that the shareholder is entitled to vote.  If a quorum is present (or if a quorum has been present earlier at the meeting but some shareholders have been withdrawn),  the affirmative vote of a majority of the shares represented and voting, provided such shares voting affirmatively also constitute a majority of the number of shares required for a quorum, shall be the act of the shareholders unless the vote of a greater number of voting by classes is required by law or by the articles of incorporation.

At a shareholders’ meeting at which directors are to be elected, no shareholder shall be entitled to cumulate votes (i.e., cast for any candidate a number of votes greater than the number of votes which that shareholder normally would be entitled to cast), unless the candidates’ names have been placed in nomination before commencement of the voting and a shareholder has given notice at the meeting, before the voting has begun, of the shareholder's intention to cumulate votes.  If any shareholder has given such a notice, then all shareholder's shares are normally entitled to vote may cumulate their votes for candidates in nomination, and may give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which shareholder's shares are normally entitled, or distribute the shareholder's votes on the same principle among any or all of the candidates, as the shareholder thinks fit.  The candidates receiving the highest number of votes, up to the number of directors to be elected, shall be elected.

 Section 9.        WAIVER OF NOTICE OR CONSENT OF ABSENT SHAREHOLDERS.  The transactions of any meeting of shareholders, either annual or special, however called and noticed and wherever held, shall be as valid as though they were had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if each person entitled to vote who was not present in person or by proxy, either before or after the meeting, signs a written waiver of notice or a consent to holding the meeting or an approval of the minutes of the meeting.  The waiver of notice or consent need not specify either the business to be transacted or consent need not specify either the business to be transacted or the purpose of any annual or special meeting of shareholders, except that, if action is taken or proposed to be taken for approval of any of those matters specified in section 601 (f) of the California Corporations Code, i.e.,

(I)  A transaction in which a director has financial interest, within the meaning of 310 of  the California Corporations Code;

(ii)  An amendment of the articles of incorporation under 902 of that Code;

(iii)  A reorganization under 1201 of that Code;

(iv)  A voluntary dissolution under 1900 of that Code;

or

(v)  A distribution in dissolution that requires approval of the outstanding shares under 2007 of that Code.

The waiver of notice or consent is required to state the general nature of the action or proposed action.  All waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting

A shareholder's attendance at a meeting also constitutes a waiver of notice of that meeting, unless the shareholder at the beginning of the meeting objects to the transaction of any business on the ground that the meeting was not lawfully  called or convened.  In addition, attendance at a meeting does not constitute a waiver of any right to object to consideration of matters required by law to included in the notice of the meeting which are not so included, if that objection is expressly made at the meeting.

Section 10.         SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.  Any action that could be taken at an annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present and voted.

 Directors may be elected by written consent of the shareholders without a meeting only if the written consents of all shares entitled to vote are obtained, except that vacancies on the board (other than vacancies created by removal) not filled by the board may be filled by the written consent of the holders of a majority of the outstanding shares entitled to vote.

All consents shall be filed with the secretary of the corporation and shall be maintained in the corporate records.  Any shareholder or other authorized person who has given a written consent may revoke it by writing received by the secretary  of the corporation before written consents of the number of shares required to authorize the proposed action have been filed with the secretary.

Unless the consents of all shareholders entitled to vote have been solicited in writing, prompt notice shall be given of any corporate action approved by shareholders without a meeting by less than unanimous consent, to those shareholders entitled to vote who have not consented in writing.  As to approvals required by California Corporations Code section 310 (transactions in which a director has a financial interest), section 317 (indemnification of corporate agents), section 1201 (corporate reorganization), or section 2007 (certain distributions on dissolution), notice of the approval shall be given at least ten days before the consummation of any action authorized by the approval.  Notice shall be given in the manner specified in Section 5 of this Article II.

Section 11.         RECORD DATE FOR SHAREHOLDER NOTICE OF MEETING, VOTING, AND GIVING CONSENT.

(a) For purposes of determining the shareholders entitled to receive notice of and vote at a shareholders’ meeting or give written consent to corporate action without a meeting, the board may fix in advance a record date that is not more than 60 nor less than 10 days before the date of a shareholders’ meeting, or not more than 60 days before any other action.

(b)  If no record date is fixed:

(i)  The record date for determining shareholders entitled to receive notice of and vote at a shareholders’ meeting shall be the business day next preceding the day on which notice is given, or if notice is waived as provided in Section 9 of this Article II the business day next preceding the day on which the meeting is held.

(ii)  The record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, if no prior action has been taken by the board, shall be the day on which the first written consent is given.

(iii)  The record date for determining shareholders for any other purpose shall be as set forth in, Section 1 of Article VIII of these bylaws.

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(c)  A determination of shareholders of record entitled to receive notice of and vote at a shareholders’ meeting shall apply to any adjournment of the meeting unless the board fixes a new record date for the adjourned meeting.  However, the board shall fix a new record date if the new adjournment is to a date more than 45 days after the date set for the original meeting.

(d)  Only shareholders of record on the corporation's books at the close of business on the record date shall be entitled to any of the notice and voting rights listed in subsection (a) of this section, notwithstanding any transfer of shares on the corporation's books after the record date, except as otherwise required by law.

Section 12.         PROXIES. Every person entitled to vote for directors or on any other matter shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the person and filed with the secretary of the corporation.  A proxy shall be deemed signed if the shareholder's name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission, or otherwise) by the shareholder's or the shareholder's attorney in fact.  A validly executed proxy that does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it, before the vote under that proxy, by a writing delivered to the corporation stating that the proxy is revoked, or by attendance at the meeting and voting in person by the person executing the proxy or by a subsequent proxy executed by the same person and presented at the meeting;  or (ii) written notice of the death or incapacity of the maker of that proxy is received by the corporation before the vote pursuant to that is counted; provided, however, that no proxy shall be valid after the expiration of 11 months from the date of the proxy, unless otherwise provided in the proxy.  The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of sections 705 (e) and 705 (f) of the Corporations Code of California.

Section 13.        INSPECTORS OF ELECTION.  Before any meeting of shareholders, the board of directors may appoint any  persons other than nominees for office to act as inspectors of election at the meeting or its adjournment.  If no inspectors of election are so appointed, the chair of the meeting may, and on the request of any shareholder or a shareholder's proxy shall, appoint inspectors of election at the meeting.  The number of inspectors shall be either one or three.  If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of majority of shares or their proxies present at the meeting shall determine whether one or three inspectors are to be appointed.  If any person appointed as inspector fails to appear or fails or refuses to act, the chair of the meeting may, and upon the request of any shareholder or a shareholder's proxy shall, appoint a person to fill that vacancy.

 These inspectors shall:  (a) determine the number of shares outstanding and voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies;  (b) receive votes, ballots, or consents;  (c) hear and determine all challenges and questions in any way arising in connection with the right to vote;  (d) count and tabulate all votes or consents;  (e) determine when the polls shall close;  (f) determine the result; and (g) do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.

ARTICLE III

DIRECTORS

Section 1.       POWERS.  Subject to the provisions of the California General Corporation Law and any limitations in the articles of incorporation and these bylaws relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the board of directors.

Without prejudice to these general powers, and subject to the same limitations, the board of directors shall have the power to:

(a)  Select and remove all officers, agents, and employees of  the corporation;  prescribe any powers and duties for them that are consistent with law, with the articles of incorporation, and with these bylaws;  fix their compensation; and require from them security for the faithful service.

(b)  Change the principal executive office or the principal business office in the State of  California from one location to another;  cause the corporation to qualified to do business in any other state, territory, dependency, or country and conduct business within or outside the State of California;  and designate any place within or outside the State of California for holding any shareholders’ meeting or meetings, including annual meetings.

(c)  Adopt, make, and use a corporate seal;  prescribe the forms of certificates of stock; and alter the forms of certificates of stock; and alter the form of the seal and certificates.

(d)  Authorize the issuance of shares of stock of the corporation on any lawful terms, in consideration of money paid, labor done, services actually rendered, debts or securities canceled, or tangible or intangible property actually received.

(e)  Borrow money and incur indebtedness on behalf of the corporation, and cause to be executed and delivered for the corporation's purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities.

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Section 2.       NUMBER AND QUALIFICATION OF DIRECTORS.  The authorized number of directors shall be no fewer than three nor more than seven.  The exact number of authorized directors shall be three until changed, within limits specified above, by a bylaw amending this section, duly adopted by the board of directors or by the shareholders.  The maximum or minimum number of directors cannot be changed, nor can a fixed number be substituted for the maximum and minimum numbers, except by a duly adopted amendment to the articles of incorporation or by an amendment to this bylaw duly approved by a majority of the outstanding shares entitled to vote.  An amendment that would reduce the minimum number to fewer than five, however, cannot be adopted if the votes cast against its adoption at a shareholders’ meeting or the shares not consenting to an action by written consent are equal to more than one-sixth (16-2/3 percent) of the outstanding shares entitled to vote.  No amendment may change the stated maximum number of authorized directors to a number greater than two times the stated minimum number minus one.

Section 3.        ELECTION AND TERM OF OFFICE OF DIRECTORS.  Directors shall be elected at each annual meeting of the shareholders to hold office until the next annual meeting.  Each shareholders to hold office until the next annual meeting.  Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.

Section 4.       VACANCIES.  A vacancy in the board of directors shall be deemed to exist:  (a) if a director dies, resigns, or is removed by the shareholders or an appropriate court, as provided in sections 303 or 304 of the California Corporations Code;  (b) if the board of directors declares vacant an office of a director who has been convicted of a felony or declared of unsound mind by an order;  (c) if the authorized number of directors is increased; or (d) if at any shareholders’ meeting at which one or more directors are elected the shareholders fail to elect the full authorized number of directors to be voted for at that meeting.

Any director may resign effective on giving written notice to the chair of the board, the chief executive officer, the secretary, or the board of directors, unless the notice specifies a later effective date.  If the resignation is effective at a future time, the board may elect a successor to take office when the resignation becomes effective.

Except for a vacancy caused by the removal of a director, vacancies on the board may be filled by approval of the board or, if the number of directors then in office is less than an quorum, by (1) the unanimous written consent of the directors then in office, (2) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice complying with section 307 of the Corporation Code, or (3) a sole remaining director.  A vacancy on the board caused by the removal of a director may be filled only by the shareholders, except that a vacancy created when the board declares the office of a director vacant as provided in clause (b) of the first paragraph of this section of the bylaws may be filled by the board of directors.

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The shareholders may elect a director at any time to fill a vacancy not filled by the board of directors.

The term of office of a director elected to fill a vacancy shall run until the next annual meeting of the shareholders, and such a director shall hold office until a successor is elected and qualified.

Section 5.        PLACE OF MEETINGS;  TELEPHONE MEETINGS.  Regular meetings of the board of directors may be held at any place within or outside the State California as designated from time to time by the board.  In the absence of a designation, regular meetings shall be held at the principal executive office of the corporation.  Special meetings of the board shall be held at any place within or outside the State of Californiadesignated in the notice of the meeting, or if the notice does not state a place, or if there is no notice, at the principal executive office of the corporation.  Any meeting, regular or special,  may be held by conference telephone or similar communication equipment, provided that all directors participating can hear one another.

Section 6.       ANNUAL DIRECTORS’ MEETING.  Immediately after each annual shareholders’ meeting, the board of  directors shall hold a regular meeting a the same place, or at any other place that has been designated by the board of directors, to consider matters of organization, election of officers, and other business as desired.  Notice of this meeting shall not be required unless some place other than the place of the annual shareholders’ meeting has been designated.

Section 7.      OTHER REGULAR MEETINGS.  Other regular meetings of the board of directors shall be held without call at times to be fixed by the board of directors from time to time.  Such regular meetings may be held without notice.

Section 8.      SPECIAL MEETINGS.  Special meetings of the board of directors may be called for any purpose or purposes at any time by the chair of the board, the chief executive officer, any vice president, the secretary, or any two directors.

Special meetings shall be held on four days’ notice by mail or forty-eight hours’ notice delivered personally or by telephone or telegraph.  Oral notice given personally or by telephone may be transmitted either to the director or to a person a the director's office who can reasonably be expected to communicate it promptly to the director.  Written notice, if used, shall be addressed at each director at the address shown on the corporation's records.  The notice need not specify the purpose of the meeting, nor need it specify the place if the meeting is to be held a the principal executive office of the corporation.

 Section 9.         QUORUM.  A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 11 of this Article III. Every act or decision done or made by a majority of the directors present at a meeting duly held a which a quorum is present shall be regarded as the act of the board of directors, subject to the provisions of Corporations Code section 310 (as to approval of contracts or transactions in which a director has a direct or indirect material financial interest);  section 311 (as to appointment of committees), and section 317 (e) (as to indemnification of directors).  A meeting at which a quorum is initially present may continue to transact business, despite a withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

Section 10.     WAIVER OF NOTICE.  Notice of a meeting, although otherwise required, need not be given to any director who (I) either before or after the meeting signs a waiver of notice or a consent to holding the meeting without being given notice;  (ii) signs an approval of the minutes of the meeting;  or (iii) attends the meeting without protesting the lack of notice before or at the beginning of the meeting.  Waivers of notice or consents need not specify the purpose of the meeting.  All waivers, consents, and approvals of the minutes shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 11.      ADJOURNMENT TO ANOTHER TIME OR PLACE.  Whether or not a quorum is present, a majority of the directors present may adjourn any meeting to another time or place.

Section 12.      NOTICE OF ADJOURNED MEETING.  Notice of the time and place of resuming a meeting that has been adjourned need not be given unless the adjournment is for more than 24 hours, in which case notice shall be given, before the time set for resuming the adjourned meeting, to the directors who were not present at the time of the adjournment.  Notice need not be given in any case to directors who were present at the time of adjournment.

Section 13.      ACTION WITHOUT A MEETING.  Any action required or permitted to be taken by the board of directors may be taken without a meeting, if all members of the board of directors individually or collectively consent in writing to that action.  Any action by written consent shall have the same force and effect as a unanimous vote of the board of directors.  All written consents shall be filed with the minutes of the proceedings of the board of directors.

Section 14.      FEES AND COMPENSATION OF DIRECTORS.  Directors and members of committees of the board may be compensated for their services, and shall be reimbursed for expenses, as fixed or determined by resolution of the board of directors.  This section shall not be construed to preclude any director from serving the corporation in any other capacity, as an officer, agent, employee, or otherwise, or from receiving compensation for those services.

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ARTICLE IV

OFFICERS

Section 1.        OFFICERS.  The officers of the corporation shall be a chief executive officer, a chief operating officer or president, a secretary, and a chief financial officer.  The corporation may also have, at the discretion of the board of directors, a chair of the board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with Section 3 of this Article IV.  Any number of  offices may be held by the same person.

Section 2.        APPOINTMENT OF OFFICERS.  The officers of the corporation, except for subordinate officers appointed in accordance with Section 3 of this Article IV shall be appointed by the board of directors, and shall serve at the pleasure of the board of directors

Section 3.       SUBORDINATE OF OFFICERS.  The board of directors may appoint, and may empower the chief executive officer to appoint other officers as required by the business of the corporation, whose duties shall be as provided in the by laws, or as determined from time to time by the board of directors or the chief executive officer.

Section 4.      REMOVAL AND RESIGNATION OF OFFICERS.  Any officer chosen by the board of directors may be removed at any time, with or without cause or notice, by the board of directors.  Subordinate officers appointed by persons other than the board under Section 3 of this Article IV may be removed at any time, with or without cause or notice, by the board of directors, or by the officer by whom appointed.  Officers may be employed for a specified term under a contract of employment if employed for a specified term under a contract of employment if authorized by the board of directors;  such officers may be removed from office at any time under this section, and shall have no claim against the corporation or individual officers or board members because of the removal except any right to monetary compensation to which the officer may entitled under the contract of employment.

Any officer may resign at any time by giving written notice to the corporation.  Resignations shall take effect on the date of receipt of the notice, unless a later time is specified in the notice.  Unless otherwise specified in the notice, acceptance of the resignation is not necessary to make it effective.  Any resignation is without prejudice to the rights, if any, of the corporation to monetary damages under any contract of employment to which the officer is a party.

Section 5.      VACANCIES  IN OFFICES.  A vacancy in any office resulting from officer's death, resignation, removal, disqualification, or from any other cause shall be filled in the  manner prescribed in these bylaws for regular election or appointment to that office.

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Section 6.       CHAIRMAN OF THE BOARD.  The board of directors shall elect a chairman, who shall exercise and perform such other powers and duties as may be assigned from time to time by the board of directors.  If there is no chief executive officer, the chairman of the board shall in addition be the chief executive officer of the corporation, and shall have the powers and duties as set forth in Section 7 of this Article IV.

Section 7.       CHIEF EXECUTIVE OFFICER.  Except to the extent that the bylaws or the board of directors assign specific powers and duties to the chairman of the board (if any), the chief executive officer shall be the corporation's general manager and senior executive officer and, subject to the control of the board of directors, shall have general supervision, direction, and control over the corporation's business and its officers.  The managerial powers and duties of the chief executive officer shall include, but are not limited to, all the general powers and duties of management usually vested in the office of chief executive officer or president of a corporation, and the chief executive officer shall have other powers and duties as prescribed by the board of directors or the bylaws.  The chief executive officer shall preside at all meetings of the shareholders and, in the absence of the chairman of the board or if there is no chairman of the board, shall also preside at meetings of the board of directors.

Section 8.       PRESIDENT.  If desired, a president may be chosen by the board of directors in accordance with provisions for appointing officers set forth in Section 2 of this Article IV.  In the absence or disability of the chief executive officer, the president's duties and responsibilities shall be carried out by the president.  When so acting, the president shall have all the powers of an be subject to all the restrictions on the president.  The president of the corporation shall have such other powers and perform such other duties prescribed from time to time by the board of directors, the bylaws, or the chief executive officer (or chairman of the board if there is no chief executive officer).

Section 9.  SECRETARY.

(a)  Minutes.

  The Secretary shall keep, or cause to be kept, minutes of all of the shareholders’ meetings and of all other board meetings.  If the secretary is unable to be present, the secretary or the presiding officer of the meeting shall designate another person to take the minutes of the meeting.  The secretary shall keep, or cause to be kept, at the principal executive office or such other place as designated by the board of directors, a book of minutes of all meetings and actions of the shareholders,  of the board of directors, and of committees of the board.  The minutes of each meeting shall state the time and place the meeting was held;  whether it was a regular or special;  if special, how it was called or authorized;  the names of directors present at board or committee meetings;  the number of shares present or represented at shareholders’ meetings;  an accurate account of the proceedings;  and when it was adjourned.

 (b)  Record of  Shareholders.

The secretary shall keep, or cause to be kept, at the principal executive office or at the office of the transfer agent or registrar, a record or duplicate record of  shareholders.  This record shall show the names of all shareholders and their addresses, the number and classes of shares held by each, the number and date of share certificates issued to each shareholder, and the number and date of cancellation of any certificates surrendered for cancellation.

(c)  Notice of Meetings.

The secretary shall give notice, or cause notice to be given, of all shareholders’ meetings, board meetings, and meetings of committees of the board for which notice is required by statute or by the bylaws.  If the secretary or other person authorized by the secretary to give notice fails to act, notice of any meeting may be given by any other officer of the corporation.

(d)  Other Duties.

The secretary shall keep the seal of the corporation, if any, in safe custody.  The secretary shall have such other powers and perform other duties as prescribed by the board of directors or by the bylaws.

Section 10.        CHIEF FINANCIAL OFFICER.  The chief financial officer shall keep or cause to be kept adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and shares.  The books of account shall at all reasonable times be open to inspection by any director.

The chief financial officer shall (1) deposit corporate funds and other valuables in the corporation's name and to its credit with depositories designated by the board of directors;  (2) make disbursements of corporate funds as authorized by the board;  (3) render a statement of the corporation's financial condition and an account of all transactions conducted as chief financial officer whenever requested by the chief executive officer or the board of directors;  and (4) have other powers and perform other duties prescribed by the board of directors or the bylaws.

Unless the board of directors has elected a separate treasurer, the chief financial officer shall be deemed to be the treasurer for purposes of giving any reports or executing any certificates or other documents.

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ARTICLE VI

INDEMNIFICATION OF DIRECTORS, OFFICERS,

EMPLOYEES, AND OTHER AGENTS

The corporation shall, to the maximum extent permitted by the California General Corporation Law, have power to indemnify each of its agents against expenses, judgments, fines, settlements, and other amounts actual and reasonably incurred in connection with any proceeding arising by reason of the fact that any such person is or was an agent of the corporation, and shall have power to advance to each such agent expenses incurred in defending any such proceeding to the maximum extent permitted by that law.  For purposes of this article, an “agent” of the corporation includes any person who is or was a director, officer, employee, or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise serving at the request of such predecessor corporation.

ARTICLE VI

INDEMNIFICATION OF DIRECTORS, OFFICERS,

EMPLOYEES, AND OTHER AGENTS

Section 1.         AGENTS, PROCEEDINGS, AND EXPENSES.  For the purposes of this Article, “agent” means any person who is or was a director, officer, employee, or other agent of this corporation, or who is or was serving at the request of this corporation as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or who was a director, officer, employee, or agent of a foreign or domestic corporation that was a predecessor corporation of this corporation or of another enterprise at the request of such predecessor corporation;  “proceeding” means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative;  and “expenses” includes, without limitation, attorney fees and any expenses of establishing a right to indemnification under Section 4 or Section 5(d) of this Article VI.

Section 2.        ACTIONS OTHER THAN BY THE CORPORATION.  This corporation shall have the power to indemnify any person who was or is a party, or is threatened to be made a party, to any proceeding (other than an action by or in the right of this corporation to procure a judgment in its favor) by reason of the fact that such person is or was an agent of this corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with such proceeding if that person reasonably believed to be in the best interests of this corporation and, in the case of a criminal proceeding, had not reasonable cause to believe the conduct of that person was unlawful.  The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendre or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner that the person reasonably cause to believe that the person's conduct was not unlawful.

   Section 3.        ACTIONS BY OR IN THE RIGHT OF THE CORPORATION.  This corporation shall have the power to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action by or in the right of this corporation to procure a judgment in its favor by reason of the fact that such person is or was an agent of this corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of that action, if such person acted in good faith, in a manner such person believed to be in the best interests of this corporation and its shareholders. No indemnification shall be made under this Section 3 for the following:

(a)  With respect to any claim, issue, or matter on which such person has been adjudged to be liable to this corporation in the performance of such person's duty to the corporation and its shareholders, unless and only to  he extent that the court in which such proceeding is or was pending shall determine on application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for expenses and then only to the extent that the court shall determine;

(b)  Amounts paid in settling or otherwise disposing of a pending action without court approval; or

(c)  Expenses incurred in defending a pending action that is settled 2.85 or otherwise disposed of without court approval.

Section 4.      SUCCESSFUL DEFENSE BY AGENT.  To the extent that an agent of this corporation has been successful on the merits in defense of any proceeding referred to in Section 2 or 3 of this Article IV, or in defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

Section 5.      REQUIRED APPROVAL.  Except as provided in Section 4 of this Article VI, any indemnification under this  Section shall be made by the corporation only if authorized in the specific case, after a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard or conduct set forth in Section 2 or 3 by one of the following:

(a)  A majority vote of a quorum consisting of directors who are not parties to such proceeding;

(b)  Independent legal counsel in a written opinion if a quorum of directors who are not parties to such a proceeding is not available;

(c)            (i)  The affirmative vote of a majority of shares of this corporation entitled to voted represented at a duly held meeting a which a quorum is present; or

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(ii)   the written consent of holders of a majority of the outstanding shares entitled to vote (for purposes of this subsection 5(c), the shares owned by the person to be indemnified shall not be considered outstanding or entitled to vote thereon); or

(d)  The court in which the proceeding is or was pending, on application made by this corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney, or other person is opposed by this corporation.

Section 6.         ADVANCE OF EXPENSES.  Expenses incurred in defending any proceeding may be advanced by the corporation  before the final disposition of such proceeding on receipt of an undertaking by or on behalf of the agent to repay such amounts if it shall be determined ultimately that the agent is not entitled to be indemnified as authorized in this Article VI.

Section 7.        OTHER CONTRACTUAL RIGHTS.  The indemnification provided by this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of  shareholders or disinterested directors, or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, to the extent such additional rights to indemnification are authorized in the articles of the corporation.  Nothing in this section shall affect any right to indemnification to which persons other than such directors and officers may be entitled by contract or otherwise.

Section 8.        LIMITATIONS.  No indemnification or advance shall be made under this Article VI, except as provided in Section 4 or Section 5(d), in any circumstance if it appears:

(a)  That it would be inconsistent with a provision of the articles, bylaws, a resolution of the shareholders, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

(b)  That it would be inconsistent with any condition expressly imposed by a court in approving settlement.

Section 9.         INSURANCE.  This corporation may purchase and maintain insurance on behalf of any agent of the corporation insuring against any liability asserted against or incurred by the agent in that capacity or arising out of the agent's status as such, whether or not this corporation would have the power to indemnify the agent against liability under the provisions of this Article VI.  Notwithstanding the foregoing, if this corporation owns all or a portion of the shares of the company issuing the policy of insurance, the insuring company and/or the policy shall meet the conditions set forth in section 317 (I) of the Corporations Code.

Section 10.       FIDUCIARIES OF CORPORATE EMPLOYEE BENEFIT PLAN.  This Article VI does not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee benefit plan in that person's capacity as such, even though that person may also be an agent of he corporation.  The corporation shall have the power to indemnify, and to purchase and maintain insurance on behalf of any such trustee, investment manager, or other fiduciary of any benefit plan for any or all of the directors, officers, and employees of the corporation or any of its subsidiary or affiliated corporations.

Section 11.       SURVIVAL OF RIGHTS.  The rights provided by this Article VI shall continue for a person who has ceased to be an agent and shall inure to the benefit of the heirs, executors, and administrators of  such persons.

Section 12.       EFFECT OF AMENDMENT.  Any amendment, repeal, or modification of this Article VI shall not adversely affect an agent's right or protection existing at the time of such amendment, repeal, or modification.

Section 13.       SETTLEMENT OF CLAIMS.  The corporation shall not be liable to indemnify any agent under this Article VI for (a) any amounts paid in settlement of any action or claim effected without the corporation's written consent, which consent shall not be unreasonably withheld, or (b) any judicial award, if the corporation was not given a reasonable and timely opportunity to participate, at its expense, in the defense of such action.

Section 14.       SUBROGATION.  In the event of payment under Article VI, the corporation shall be subrogated to the extent of such payment to all of the rights of  recovery of the agent, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents as may be necessary to enable to the corporation effectively to bring suit to enforce such rights.

Section 15.       NO DUPLICATION OF PAYMENTS.  The corporation shall not be liable under this Article VI to make any payment in connection with any claim made against the agent to the extent the agent has otherwise actually received payment, whether under a policy of insurance, agreement, vote, or otherwise, of the amounts otherwise indemnifiable under this Article.

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ARTICLE VII

RECORDS AND REPORTS

Section 1.          MAINTENANCE OF SHAREHOLDER RECORD AND INSPECTION BY SHAREHOLDERS.  The corporation shall keep its principal executive office or at the office of its transfer agent or registrar, as determined by resolution of the board

of directors, a record of the names and addresses of all shareholders and the number and class of shares held by each shareholder.

A shareholder or shareholders holding at least 5 percent in the aggregate of the outstanding voting shares of the corporation have the right to do either or both of the following:

(a)  Inspect and copy the record of shareholders’ names and addresses and shareholdings during usual business hours, on five days’ prior written demand on the corporation, or

(b)  Obtain from the corporation's transfer agent, on written and tender of the transfer agent's usual charges for this service, a list of the names and addresses of shareholders who are entitled to vote for the election of directors, and their shareholdings, as of the most recent record date for which a list has been compiled or as of a specified date later than the date of demand.  This list shall be made available within five days after (i) the date of demand or (ii) the specified later date as of which the list is to be compiled.  The record of shareholders shall also be  open to inspection on the written demand of any shareholder or holder of a voting trust certificate, at any time during usual business hours, for a purpose reasonably related to the shareholder's interests as a shareholder or holder of a voting trust certificate.  Any inspection and copying under this section may be mad in person or by an agent or attorney of the shareholder or holder of a voting trust certificate making a demand.

Section 2.         MAINTENANCE AND INSPECTION OF BYLAWS.  The corporation shall keep at its principal executive office, or if its principal executive office is not in the State of California, at its principal business office in this state, the original or a copy of the bylaws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours.  If the principal executive office of the corporation is outside the State of Californiaand the corporation has no principal business office in this state, the secretary shall, on written request of any shareholder, furnish to that shareholder a copy of the bylaws as amended to date.

Section 3.        MAINTENANCE AND INSPECTION OF MINUTES AND ACCOUNTING RECORDS.  The minutes of proceedings of the shareholders, board of directors, and committees of the board, and the accounting books and records shall be kept at the principal executive office of the corporation, or at such other place or places as designated by the board of directors.  The minutes shall be kept in written form, and the accounting books and records shall be kept either in written form or in a form capable of being converted into written form.  The minutes and records shall be open to inspection on the written demand of any shareholder or holder of a voting trust certificate at any reasonable time during usual business hours, for a purpose reasonably related to the holder's interests as a shareholder or holder of a voting trust certificate.  The inspection

may be made in person or by an agent or attorney, and shall include the right to copy and make extracts.

 Section 4.          INSPECTION BY DIRECTORS.  Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every king and the physical properties of the corporation and each of its subsidiary corporations.  This inspection by a director may be made in person or by an agent or attorney and the right of inspection includes the right to copy  and make extracts of documents.

Section 5.      ANNUAL REPORT TO SHAREHOLDERS.  Inasmuch as, and for as long as, there are fewer than 100 shareholders, the requirement of an annual report to shareholders referred to in section 1501 of the California Corporations Code is expressly waived.  However, nothing in this provision shall be interpreted as prohibiting the board of directors from issuing annual or other periodic reports to the shareholders, as the board considers appropriate.

Section 6.      FINANCIAL STATEMENTS.  The corporation shall keep a copy of each annual financial statement, quarterly or other periodic income statement, and accompanying balance sheets prepared by the corporation on file in the corporation's principal executive office for 12 months; these documents shall be exhibited at all reasonable times, or copies provided, to any shareholder on demand.

If no annual report for the last fiscal year has been sent to shareholders, on written request of any shareholder made more than 120 days after the close of the fiscal year the corporation shall deliver or mail to the shareholder, within 30 days after receipt of the request, a balance sheet as of  the end of that fiscal year and an income statement and statement of changes in financial position for that fiscal year.

A shareholder or shareholders holding five percent or more of the outstanding shares of any class of stock of the corporation may request in writing an income statement for the most recent three-month, six-month, or nine-month period (ending more than 30 days before the date of the request) of the current fiscal year, and a balance sheet of the corporation as of the end of that period.  If such documents are not already prepared, the chief financial officer shall cause them to be prepared and shall deliver the document personally or mail them to the requesting shareholders within 30 days after receipt of the request.  A balance sheet, income statement, and statement of changes in financial position for the last fiscal year shall also be included, unless the corporation has sent the shareholders an annual report for the last fiscal year.

Quarterly income statements and balance sheets referred to in this section shall be accompanied by the report, if any, of independent accountants engaged by the corporation or the certificate of an authorized corporate officer stating that the financial statements were prepared without audit from the corporation's books and records.

Section 7.  ANNUAL STATEMENT OF GENERAL INFORMATION.

(a)  Every year, during the calendar month in which the original articles of incorporation were filed with the California Secretary  of State, or during the preceding five calendar months, the corporation shall file a statement with the Secretary of State on the prescribed form, setting forth the authorized number of directors;  the names and complete business or residence addresses of all incumbent directors; the names and complete business or residence addresses of the chief executive officer, the secretary, and the chief financial officer;  the street address of the corporation's principal executive office or principal business office in this state;  a statement of the general type of business constituting the principal business activity of the corporation for the corporation;  and a designation of the agent of the corporation for the purpose of service of process, all in compliance with section 1502 of the Corporations Code of California.

(b)  Notwithstanding the provisions of paragraph (a) of this section, if there has been no change in the information in the corporation's last annual statement on file in the Secretary of State's office, the corporation may, in lieu of filing the annual statement described in paragraph (a) of this section, advise the Secretary of State, on the appropriate form, that no changes in the required information have occurred during the applicable period.

Page 10

ARTICLE VIII

GENERAL CORPORATE MATTERS

Section 1.       RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING.  For purposes of determining the shareholders entitled to receive payment of dividends or other distributions or allotment of rights, or entitled  to exercise any rights in respect of any other lawful action (other than voting at and receiving notice of shareholders’ meetings and giving written consent of the shareholders’ without a meeting), the board of directors may fix in advance a record date which shall be not more than 60 nor less than 10 days before the date of the dividend payment, distribution, allotment, or other action.  If a record date is so fixed, only shareholders of record at the close of business on that date entitled to receive the dividend, distribution, or allotment of rights, or to exercise the other rights, as the case may be, notwithstanding any transfer of shares on the corporation's books after the record date, except as otherwise provided by statute.

If the board of directors does not so fix a record date in advance, the record date shall be at the close of  business on the later (1) the day on which the board of  directors adopts the applicable resolution or (2) the 60th day before the date of the dividend payment, distribution, allotment of rights, or other action.

 Section 2.         AUTHORIZED SIGNATORIES FOR CHECKS.  All checks, drafts, other orders for payment of money, notes, or other evidences of indebtedness issued in the name of or payable to the corporation shall be signed or endorsed by such person or persons and in such manner authorized from time to time by resolution of the board of directors.

Section 3.      EXECUTING CORPORATE CONTRACTS AND INSTRUMENTS.  Except as otherwise provided in the articles or in these bylaws, the board of directors by resolution may authorize any officer, officers,  agent, or agents to enter into any contract or to execute any instrument in the name of and on behalf of the corporation.  This authority may be general or it may be confined to one or more specific matters.  No officer, agent, employee, or other person purporting to act on behalf of the corporation shall have any power or authority to bind the corporation in any way, to pledge the corporation's credit, or to render the corporation liable for any purpose or in any amount, unless that person was acting with authority duly granted by the board of directors as provided in these bylaws, or unless an unauthorized act was later ratified by the corporation.

Section 4.      CERTIFICATES FOR SHARES.  A certificate or certificates for shares of the capital stock of the corporation shall be issued to each shareholder when any of the shares are fully paid.

In addition to certificates for fully paid shares, the board of directors may authorize the issuance of certificates for shares that are partly paid and subject to call for the remainder of the purchase price, provided that the certificates representing partly paid shares shall state the total amount of the consideration to be paid for the shares and the amount actually paid.

All certificates shall certify the number of shares and the class or series of shares represented by the certificate.  All certificates shall be signed in the name of the corporation by (1) the chief executive officer, and (2) either the president or the secretary.

Any of the signatures on the certificate may be facsimile.  If any officer, transfer, agent, or registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be that officer, transfer agent, or registrar before that certificate is issued, the certificate may be issued by the corporation with the same effect as if that person were an officer, transfer agent, or registrar at the date of issue.

 Section 5.           LOST CERTIFICATES.  Except as provided in this Section 5, no new certificates for shares shall be issued to replace old certificates unless the old certificate is surrendered to the corporation for cancellation at the same time.  If share certificates or certificates for any other security have been lost, stolen, or destroyed, the board of directors may authorize the issuance of replacement certificates on terms and conditions as required by the board, which may include a requirement that the owner give the corporation a bond (or other adequate security) sufficient to indemnify the corporation against any claim that may be made against it (including any expense or liability) on account of the alleged loss, theft, or destruction of the old certificate or the issuance of the replacement certificate.

Section 6.      SHARES OF OTHER CORPORATIONS: HOW VOTED.  Shares of other corporations standing in the name of this corporation shall be voted by one of the following persons, listed in order of preference:

(1) chairman of the board, or person designated by the chairman of the board;

(2) chief executive officer, or person designated by the chief executive officer;

(3) president, or person designated by the president;

(4) other person designated by the board of directors.

The authority to vote shares granted by this section includes the authority to execute a proxy in the name of the corporation for purposes of voting the shares.

Section 7.       REIMBURSEMENT OF CORPORATION IF PAYMENT NOT TAX DEDUCTIBLE.  If all or part of the compensation, including expenses, paid by the corporation to a director, officer, employee, or agent is finally determined not to be allowable to the corporation as a federal or state income tax deduction, the director, officer, employee, or agent to whom the payment was made shall repay to the corporation the amount disallowed.  The board of directors shall enforce repayment of each such amount disallowed by taxing authorities.

    Section 8.         CONSTRUCTION AND DEFINITIONS.  Unless the context requires otherwise, the general provisions, rules of construction, and definitions in sections 100 through 195 of the California Corporations Code shall govern the construction of these bylaws.  Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.

ARTICLE IX

AMENDMENTS

Section 1.        AMENDMENT BY BOARD OF DIRECTORS OR SHAREHOLDERS.  Except as otherwise required by law or by the articles of incorporation, these bylaws may be amended or repealed, and new bylaws may be adopted, by the board of directors or by the holders of a majority of the outstanding shares entitled to vote.

Notwithstanding the first sentence of this section, any amendment, repeal, or adoption of a bylaw by action of the board of directors on any of the following matters shall be ineffective unless and until it is approved by a majority of the outstanding shares entitled to vote:

Article II

Section 6.                       Quorum of shareholders voting at shareholders' meetings

Section 9.                       Waiver of Notice or Consent by Absent Shareholders

Article III

Section 1.                       Powers of Directors

Section 2.                       Number of Directors

Section 3.                       Election and Term of Directors

Section 4.                       Vacancies in Board of Directors

Section 9.                       Quorum of Board of Directors

Section 10.                      Waiver of Notice of Board of Directors Meeting

Page 11

EX-10.1

Exhibit 10.1

EXECUTION COPY

STOCK PURCHASE AND SHARE EXCHANGE AGREEMENT

by and among

CORPHQ INC.

a California corporation,

AMERICAN NANO SILICON TECHNOLOGY, INC.

a Delaware corporation,

THE SHAREHOLDERS OF AMERICAN NANO SILICON TECHNOLOGY, INC. LISTED ON SCHEDULE 3.2,

and

Nanchong Chunfei Nano-Silicon Technologies Co. Ltd.

a limited liability company of the People’s Republic of China

Effective as of May 24, 2007

EXECUTION COPY

STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE

THIS STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE (this “Agreement”), is made and entered into as of this 24th day of May, 2007, by and among CorpHQ Inc. (“COHQ"), a corporation organized under the laws of California, with its principal place of business located at 1650 South Pacific Coast Highway, Suite 308, Redondo Beach CA 90277; American Nano Silicon Technology, Inc. (“ANST”), a Delaware corporation with its principal place of business located at 18 Kimberly Court, East Hanover, New Jersey 07936; Nanchong Chunfei Nano-Silicon Technologies Co. Ltd. (“NST”), a limited liability company organized under the laws of the People’s Republic of China (the “PRC”) and a wholly-owned subsidiary of ANST, with its principal place of business located at Chunfei Industrial Park of Xiaolong Economic Development Zone, Gaoping Nanchong City, Sichuan, PRC, and the ANST shareholders listed on Schedule 3.2 attached hereto and made a part hereof (“ANST Shareholders”) (collectively, ANST, NST and the ANST Shareholders shall be known as the “ANST Group”).

Premises

A.            This Agreement assumes that prior to the Closing contemplated by this Agreement, COHQ will further amend its Articles of Incorporation to provide for a reduction of the number of authorized shares from two billion (2,000,000,000) shares of COHQ Common Stock, par value $.001 per share (“Old COHQ Common Stock”) to two hundred million (200,000,000) shares of Common Stock, par value $.000001 per share (“New COHQ Common Stock”), and for the reverse stock split of one thousand three hundred and two (1,302) shares of Old COHQ Common Stock into one share of New COHQ Common Stock. The transactions contemplated by this paragraph are hereinafter referred to as the “Recapitalization”).

B.            This Agreement provides for the acquisition of 100% of the issued and outstanding capital stock of ANST owned by the ANST Shareholders, making ANST a wholly-owned subsidiary of COHQ, in exchange for the issuance to the ANST Shareholders of (i) 25,181,450 authorized but unissued shares of New COHQ Common Stock, pro rata in accordance with their respective percentage interests in ANST. Simultaneously, there shall be a sale by Steven Crane, an adult individual residing in the County of Los Angeles, State of California (“Crane”) and Gregg Davis, an adult individual residing in the County of Los Angeles, State of California (“Davis” and, collectively with Crane, the “Sellers”) to one of the ANST Shareholders, Dr. Huakang Zhou, an adult individual residing in the County of Morris, State of New Jersey (the “Buyer”) of 558,520 shares of New COHQ Common Stock owned by the Sellers following the Recapitalization, in consideration of the sum of US$280,000 paid in cash. The 25,739,970 resulting from the combination of the shares of New COHQ Common Stock received by virtue of Clauses (i) and (ii) above shall constitute 99% of the New COHQ Common Stock to be issued and outstanding, fully diluted, after the transactions contemplated hereby (the “Transactions”).

C.            The boards of directors of COHQ and ANST have respectively determined, subject to the terms and conditions set forth in this Agreement, that the Transactions are desirable and in the best interests of their shareholders. This Agreement is being entered into for the purpose of setting forth the terms and conditions of the proposed Transactions.

D.            The boards of directors of COHQ and ANST have determined that it would be in the best interests of COHQ and its shareholders to separate COHQ’s current business (the “Current COHQ Business”) from COHQ after the Transactions close, and to such effect to contribute the entirety of the Current COHQ Business to South Bay Financial Solutions, Inc., a Nevada corporation and existing subsidiary of COHQ (“COHQ Sub”), and, after the Transactions close, sell the stock of COHQ Sub to the Sellers in exchange for COHQ Sub assuming all of the liabilities of COHQ (the “Assumed COHQ Liabilities”) and agreeing to indemnify and hold COHQ and its officers, directors and shareholders harmless from all Assumed COHQ Liabilities (the “Subsidiary Transaction”).

E.            The parties desire that the exchange of all of the issued and outstanding capital stock of ANST for 25,181,450 authorized but unissued shares of New COHQ Common Stock qualify as a tax free exchange meeting the requirements of Article 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the “Code”).

Agreement

NOW, THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the parties to be derived herefrom, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

REPRESENTATIONS, COVENANTS AND WARRANTIES OF THE SELLERS

As an inducement to and to obtain the reliance of ANST, the Sellers jointly and severally represent and warrant as follows, all of which is subject to the disclosures attached to this Agreement as “Schedules”.

                       Section 1.1                                 Organization of COHQ.                                                       COHQ is a corporation duly organized, validly existing, and in good standing under the laws of California and has the corporate power and is duly authorized, qualified, franchised and licensed under all applicable laws, regulations, ordinances and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, including qualification to do business as a foreign corporation in each jurisdiction, if any, in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification, or where the failure to be so qualified would not produce a material adverse effect upon the business, operations, financial condition or prospects of COHQ (a “Material Adverse Effect”).  The Sellers have heretofore made available to the ANST Group complete and correct copies of the Articles of Incorporation and Bylaws of COHQ, and amendments thereto, as in effect on the date hereof.  The execution and delivery of this Agreement does not and the consummation of the Transactions in accordance with the terms hereof will not violate any provision of COHQ’s Articles of Incorporation or Bylaws.  COHQ has full power, authority and legal right and has taken all action required by law, its Articles of Incorporation, its Bylaws or otherwise to authorize the execution and delivery of this Agreement.

                       Section 1.2                                 Capitalization.  The authorized capitalization of COHQ presently consists of two billion (2,000,000,000) shares of Old COHQ Common Stock.  As of the date hereof, COHQ has 1,065,753,214 shares of Old COHQ Common Stock issued and outstanding.  Prior to the Closing, the Recapitalization will effect the change of the authorized capitalization of COHQ to consist of two hundred million authorized shares of New COHQ Common Stock.  As of the Closing date, and after giving effect to the Transaction, COHQ will have not more than 26,000,000 shares of New COHQ Common Stock issued and outstanding. All issued and outstanding shares of Old COHQ Common Stock are, and when issued as contemplated in the Transactions all shares of New COHQ Common Stock to be issued and outstanding after giving effect to the Transactions will be, legally issued, fully paid and non-assessable and are (in the case of Old COHQ Common Stock) or will be (in the case of New COHQ Common Stock) not issued in violation of the preemptive or other rights of any person.  COHQ has no securities, warrants or options authorized or issued, except for those disclosed in Schedule 1.2.

                       Section 1.3                                 Subsidiaries.Other than as set forth on Schedule 1.3 attached hereto,COHQ has no subsidiaries.

                       Section 1.4                                 Tax Matters; Books and Records.

(a)   The books and records, financial and others, of COHQ are in all material respects complete and correct and have been maintained in accordance with good business accounting practices; and

(b)   COHQ has no liabilities with respect to the payment of any federal, state, county, or local income, franchise, sales, use or other taxes (including any deficiencies, interest or penalties), other than in respect of liens for taxes not yet due or payable, which will constitute one of the Assumed COHQ Liabilities.

                       Section 1.5                                 Litigation and Proceedings.  There are no actions, suits, proceedings or investigations pending or threatened by or against or affecting the Sellers or COHQ or their respective properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign or before any arbitrator of any kind that would have a Material Adverse Effect.  COHQ is not in default with respect to any judgment, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator or governmental agency or instrumentality, nor, to the best knowledge of Sellers, do there exist any circumstances which, after reasonable investigation, are likely to result in the discovery of such a default.

                       Section 1.6                                 Information.  The information concerning COHQ as set forth in this Agreement and in the attached Schedules is complete and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading.

                       Section 1.7                                 Contracts.On the date of the Closing, after giving effect to the Transactions and the Subsidiary Transaction:

(a)   there will be no material contracts, agreements, leases, franchises, license agreements, or other commitments to which COHQ is a party or by which it or any of its properties are bound, which have not been assigned to, or assumed by, COHQ Sub, Sellers and/or another party; and

(b)   COHQ will not be party to any contract, agreement, commitment or instrument or subject to any charter or other corporate restriction or any judgment, order, writ, injunction, decree or award which does, or in the future may cause a Material Adverse Effect.

                       Section 1.9                                 Compliance With Laws and Regulations.COHQ has complied with all applicable statutes and regulations of any federal, state, local or other governmental entity or agency thereof, except to the extent that noncompliance would not create or give rise to a Material Adverse Effect.

                       Section 1.10                                 Approval of Agreement.The directors of COHQ have authorized the execution and delivery of this Agreement and have approved the Transactions.

                       Section 1.11                                 Material Transactions or Affiliations.  Other than as contemplated herein with respect to the Subsidiary Transaction, there are no material contracts or agreements of arrangement between COHQ and any person, who was at the time of such contract, agreement or arrangement an officer, director or person owning of record, or known to beneficially own ten percent (10%) or more of the issued and outstanding shares of Common Stock of COHQ and which is to be performed in whole or in part after the date hereof.  COHQ has no commitment, whether written or oral, to lend any funds to, borrow any money from or enter into material transactions with any such affiliated person.

                       Section 1.12                                 No Conflict With Other Instruments.  The execution of this Agreement and the consummation of the Transactions will not result in the breach of any term or provision of, or constitute an event of default under, any material indenture, mortgage, deed of trust or other material contract, agreement or instrument to which COHQ is a party or to which any of its properties or operations are subject.

Section 1.13                                 Governmental Authorizations.Except for compliance with federal and state securities and corporation laws, as hereinafter provided, no authorization, approval, consent or order of, or registration, declaration or filing with, any court or other governmental body is required in connection with the execution and delivery by COHQ of this Agreement and the consummation of the Transactions.

                       Section 1.14                                 SEC Reporting.

(a)            COHQ is a small business issuer (as defined in Item(a)(1) of Regulation S-B (“Regulation S-B”) promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934 (the “Exchange Act”) and the Securities Act of 1933 (the “Securities Act”).

(b)            COHQ has never been a reporting company (as defined in Item 10(b)(3) of Regulation S-B), and no class of capital stock of COHQ has ever been, or been required to be, registered under the Exchange Act.

                       Section 1.15                                 COHQ Financial Statements.The Sellers have caused to be prepared and delivered to Buyer, and Buyer has accepted from the Sellers, financial statements audited by a PCAOB-registered accounting firm (the “COHQ Financial Statements”), which Financial Statements fairly present the financial condition of COHQ as of the date of this Agreement and as of the Closing date and the results of operations of COHQ for the periods indicated therein.  The COHQ Financial Statements include the related opinion of Moore & Associates, Chartered, COHQ’s independent auditing firm.  To the extent that the COHQ Financial Statements do not include all of the COHQ financial statements that COHQ will be required to file with the SEC in order to register the New COHQ Common Stock under the Exchange Act, the books and records of COHQ, which will be delivered to the Buyer at the Closing, contain all of the information that will be required to prepare the missing financial statements and to perform any required audits.

                       Section 1.16                                 No General Solicitation or Advertising.In issuing New COHQ Common Stock under this Agreement, neither COHQ nor anyone acting on its behalf has offered to sell the New COHQ Common Stock by any form of general solicitation or advertising.

                       Section 1.17                                 Questionable Payments and Off-Balance Sheet Arrangements.Neither COHQ nor any director, officer, agent, employee or other person associated with or acting on behalf of COHQ, has used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; made any direct or indirect unlawful payments to government officials or employees from corporate funds; established or maintained any unlawful or unrecorded fund of corporate monies or other assets; made any false or fictitious entries on the books of record of any such corporations; made any off-balance sheet arrangements; or made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

                       Section 1.18                                 Indebtedness.The COHQ Financial Statements will set forth as of the dates and periods to be indicated on such financial statements, all outstanding secured and unsecured Indebtedness of COHQ, as applicable, or for which COHQ, as applicable, has commitments.  For the purposes of this Section 1.18, “Indebtedness” shall mean (a) any liabilities for borrowed money or amounts owed (other than trade accounts payable incurred in the ordinary course of business), (b) all guaranties, endorsements and other contingent obligations in respect of Indebtedness of others, whether or not the same are or should be reflected in COHQ’s balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (c) the present value of any lease payments due under leases required to be capitalized in accordance with GAAP.  COHQ is not in default with respect to any Indebtedness, except where such default would not produce a Material Adverse Effect.  Except as expressly set forth on Schedule 1.18 attached hereto, all Indebtedness will be transferred to COHQ Sub as part of the Subsidiary Transaction.

                       Section 1.19 Absence of Certain Developments.Except as may be disclosed in this Agreement or in Schedule 1.19 attached hereto, since December 31, 2006, COHQ has not:

(a)            issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto;

(b)            borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of COHQs business;

(c)            discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business;

(d)            declared or made any payment or distribution of cash or other property to shareholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock;

(e)            sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business;

(f)            sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business;

(g)            suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business;

(h)            made any changes in employee compensation except in the ordinary course of business and consistent with past practices;

(i)            made capital expenditures or commitments therefor that aggregate in excess of $10,000;

(j)            entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business;

(k)            made charitable contributions or pledges in excess of $10,000;

(l)            suffered any material damage, destruction or casualty loss, whether or not covered by insurance;

(m)            experienced any material problems with labor or management in connection with the terms and conditions of their employment;

(n)            effected any two or more events of the foregoing kind which in the aggregate would be material to ANST or NST; or

(o)            entered into an agreement, written or otherwise, to take any of the foregoing actions.

                       Section 1.20                                 Due Diligence Disclosure. None of the documents made available to the Buyer by COHQ in response to an email due diligence request made on April 11, 2007 (the “COHQ Due Diligence Documents”) contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading in the light of the circumstances under which they were made.

ARTICLE II

REPRESENTATIONS, COVENANTS AND WARRANTIES OF ANST GROUP

As an inducement to, and to obtain the reliance of COHQ, the ANST Group, jointly and severally, represent and warrant as follows, all of which is subject to the disclosures attached to this Agreement as “Schedules”.

                       Section 2.1                                 Organization.                                 Each of ANST and NST is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the corporate power and is duly authorized, qualified, franchised and licensed under all applicable laws, regulations, ordinances and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, including qualification to do business as a foreign entity in the country, provinces or states, as applicable in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification, or where the failure to be so qualified would not have a material adverse effect upon the business, operations, financial conditions or prospect of the ANST and NST taken as a whole (an “ANST/NST Material Adverse Effect”).  Included in the attached Schedules are complete and correct copies of the respective Certificates of Incorporation, Bylaws, other charter documents and amendments thereto as in effect on the date hereof of ANST and NST (collectively, the “Charter Documents”).  The execution and delivery of this Agreement does not, and the consummation of the Transactions in accordance with the terms hereof will not, violate any provision of the Charter Documents.  ANST and NST have full power, authority and legal right and have taken all action required by the Charter Documents or otherwise to authorize the execution and delivery of this Agreement.

                       Section 2.2                                 Capitalization.(A) ANST’s authorized capitalization consists of one hundred million shares (100,000,000) shares of common stock, par value $.00001 per share (“ANST Common Stock”), and no preferred stock.  As of the date hereof, ANST has 30,000 shares of ANST Common Stock issued and outstanding.  All issued and outstanding shares of ANST Common Stock have been legally issued, fully paid, are non-assessable and not issued in violation of the preemptive rights of any other person.  ANST has no other securities, warrants or options authorized or issued, nor does there exist any contract or instrument which is convertible into, exercisable or exchangeable for any such security. (B) The registered capital of NST is 1,000,000 RMB (“NST Capital”).  As of the date hereof, ANST is the registered owner of ninety-five percent (95%) of the NST Capital, and Sichuan Chunfei Fine Chemical Industry Co., Ltd. owns the other five percent (5%) of the NST Capital.  All issued and outstanding shares of ANST Common Stock and NST Common Stock have been legally issued, fully paid, are non-assessable and not issued in violation of applicable securities laws or the preemptive rights of any other person.  Neither ANST nor NST has other securities, warrants, options or any rights to acquire securities of ANST or NST, as applicable, authorized or issued, and neither ANST nor NST is a party to any agreement, arrangement or understanding pursuant to which either ANST or NST has agreed to issue securities, warrants, options or rights to acquire securities of ANST or NST, as applicable.

            Section 2.3                                 Subsidiaries.                                 NST is the only subsidiary of ANST. NST has two controlled operating subsidiaries: (a) Sichuan Chunfei Refined Chemicals Co. Ltd., a limited liability company of the People’s Republic of China, of which NST is the registered owner of ninety percent (90%) of the total issued and outstanding equity interests as of the date hereof; and (b) Sichuan Hedi Veterinary Medicines Co. Ltd., a limited liability company of the People’s Republic of China, of which NST is the registered owner of ninety-two percent (92%) of the total issued and outstanding equity interests as of the date hereof.

Section 2.4                                 Tax Matters, Books & Records.

(a)The books and records, financial and others of each of ANST and NST are in all material respects complete and correct and have been maintained in accordance with good business accounting practices;

(b)Neither ANST nor NST has liabilities with respect to the payment of any country, federal, state, province, county, local or other taxes (including any deficiencies, interest or penalties), other than liens in respect of taxes not yet due and payable; and

(c)ANST and NST shall remain responsible for all of their respective debts and obligations incurred prior to the Closing.

Section 2.5                                 Information and Disclosure.

(a)  Neither this Agreement or the Schedules attached hereto nor any other documents, certificates or instruments furnished to COHQ by or on behalf of ANST, NST or the ANST Shareholders in connection with the Transactions (collectively, the “ANST Disclosure Documents”) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements made herein or therein, in the light of the circumstances under which they were made herein or therein, not false or misleading.

(b)  Neither ANST nor NST has ever been a reporting company (as defined Item 10(b)(3) of Regulation S-B), and no class of capital stock of ANST or NST has ever been, or been required to be, registered under the Exchange Act.

(c)  Prior to the Closing, ANST will cause to be prepared, audited by a PCAOB registered accounting firm, and delivered to the Sellers all of the financial statements of ANST and its subsidiary that COHQ would be required to file with the SEC pursuant to Item 9.01 of Form 8-K with respect to the Transactions if it were subject to the reporting requirements of the Securities Exchange Act. (the “ANST Financial Statements”).

                       Section 2.6                                 ANST Financial Statements.The balance sheets, and statements of income, changes in financial position and shareholders’ equity to be contained in the ANST Financial Statements (i) will be prepared in accordance with Item 9.01 of Form 8-K applied on a basis consistent with prior periods (and, in the case of unaudited financial information, on a basis consistent with year-end audits), (ii) will be in accordance with the books and records of the ANST and NST, and (iii) will present fairly in all material respects the consolidated financial condition of ANST and NST at the dates therein specified and the results of its operations and changes in financial position for the periods therein specified.  The ANST Financial Statements will be audited by, and include the related opinions of Bagell, Josephs, Levine & Company, LLC, ANST’s independent audit firm.

Section 2.7                                 Title and Related Matters.  Each of ANST and NST has good and marketable title to and is the sole and exclusive owner of all of its properties, inventory, interests in properties and assets, real and personal (collectively, the "ANST Assets") free and clear of all liens, pledges, charges or encumbrances except those which would not have an ANST/NST Material Adverse Effect.

Section 2.8                                 Litigation and Proceedings.  There are no actions, suits or proceedings pending, or to the best knowledge of ANST and NST threatened, by or against or affecting ANST or NST, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign or before any arbitrator of any kind that would have a ANST/NST Material Adverse Effect and/or that would result in any condition, circumstance, or situation that would prohibit or otherwise materially interfere with the ability of ANST or NST to perform any of their respective obligations under this Agreement in any material respect. Neither ANST nor NST has any knowledge of any default on its part with respect to any judgment, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator or governmental agency or instrumentality, or of any circumstances which, with notice or the passage of time, or both, would result in such a default.

Section 2.9                                 Contracts.On the Closing date:

(a) Except as disclosed in Schedule 2.9 attached hereto, there are no material contracts, agreements, franchises, license agreements, or other commitments to which either ANST and/or NST, is a party or by which either of them or any of their properties or assets are bound; and

(b)Except as disclosed in Schedule 2.9 attached hereto, neither ANST nor NST is a party to any contract, agreement, commitment or instrument or subject to any charter or other corporate restriction or any judgment, order, writ, injunction, decree or award which may, now or in the future (as far as ANST or NST, as applicable, can now foresee), individually or in the aggregate, result in an ANST/NST Material Adverse Effect.

Section 2.10                                 Intellectual Property.  Schedule 2.10 attached hereto sets forth all registered and unregistered intellectual property owned or claimed by ANST or NST (excluding non-proprietary information otherwise available to the industry or public or rights obtained pursuant to licenses associated with software, and other intellectual property generally made available for purchase or use by the industry or the public) and accurately identifies, where applicable, the following for each item applicable to such registered Intellectual Property:  the filing date, issue date, classification of invention or goods or services covered, country of origin, licensor, license date, licensed subject matter, territorial limitations and the degree of exclusivity of use.

                       Section 2.11                                 No Conflict With Other Instruments.    The execution of this Agreement and the consummation of the Transactions will not result in the breach of any term or provision of, or constitute an event of default under, any material indenture, mortgage, deed of trust or other material contract, agreement or instrument to which ANST or NST is a party or to which any of its properties or operations are subject.

Section 2.12                                 Material Contract Defaults.To the best of ANST’s and NST’s knowledge, neither ANST nor NST is in default under the terms of any outstanding contract, agreement, lease or other commitment, and there is no event of default in any such contract, agreement, lease or other commitment which default has resulted in or is likely to produce, individually or in the aggregate, an ANST/NST Material Adverse Effect.

Section 2.13                                 Governmental Authorizations.Except for compliance with federal and state securities or corporation laws, or the applicable laws of the PRC or any other jurisdiction, as applicable, no authorization, approval, consent or order of, or registration, declaration or filing with, any court or other governmental body is required in connection with the execution and delivery by ANST, NST or any ANST Shareholder of this Agreement and the consummation of the Transactions.

Section 2.14                                 Compliance with Laws and Regulations.                                                                                                 The business of each of ANST and NST has been and is presently being conducted in accordance with all applicable federal, state and local governmental laws, rules, regulations and ordinances, and all applicable laws, rules, regulations and ordinances of the PRC or any other jurisdiction, as applicable, except for such noncompliance that, individually or in the aggregate, would not cause an ANST/NST Material Adverse Effect. Each of ANST and NST has all franchises, permits, licenses, consents and other governmental or regulatory authorizations and approvals necessary for the conduct of its business as now being conducted by it unless the failure to possess such franchises, permits, licenses, consents and other governmental or regulatory authorizations and approvals, individually or in the aggregate, could not reasonably be expected to have an ANST/NST Material Adverse Effect.

Section 2.15                                 Approval of Agreement.  The directors of ANST have authorized the execution and delivery of this Agreement and have approved the Transactions.  No other consent or approval is required for ANST to execute, deliver and perform this Agreement.

Section 2.16                                 Indebtedness.  The ANST Financial Statements will set forth as of the dates and periods indicated all outstanding secured and unsecured Indebtedness of ANST or NST, as applicable, or for which ANST or NST, as applicable, has commitments.  For the purposes of this Section 2.16, “Indebtedness” shall mean (a) any liabilities for borrowed money or amounts owed in excess of $5,000 (other than trade accounts payable incurred in the ordinary course of business), (b) all guaranties, endorsements and other contingent obligations in respect of Indebtedness of others, whether or not the same are or should be reflected in ANST’s or NST’s balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (c) the present value of any lease payments in excess of $5,000 due under leases required to be capitalized in accordance with GAAP.  Except as set forth on Schedule 2.16, neither ANST nor NST is in default with respect to any such Indebtedness.

Section 2.17                                 Absence of Certain Developments.  Except as may be disclosed in the ANST Disclosure Documents or Schedule 2.17, since the date of the most recent balance sheet contained in the ANST Financial Statements, neither ANST nor NST has:

(a)            issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto;

(b)            borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of ANST’s or NST’s business;

(c)            discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business;

(d)            declared or made any payment or distribution of cash or other property to shareholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock;

(e)            sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business;

(f)            sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business;

(g)            suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business;

(h)            made any changes in employee compensation except in the ordinary course of business and consistent with past practices;

(i)            made capital expenditures or commitments therefor that aggregate in excess of $10,000;

(j)            entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business;

(k)            made charitable contributions or pledges in excess of $10,000;

(l)            suffered any material damage, destruction or casualty loss, whether or not covered by insurance;

(m)            experienced any material problems with labor or management in connection with the terms and conditions of their employment;

(n)            effected any two or more events of the foregoing kind which in the aggregate would be material to ANST or NST; or

(o)            entered into an agreement, written or otherwise, to take any of the foregoing actions.

ARTICLE III

EXCHANGE PROCEDURE AND OTHER CONSIDERATION

Section 3.1                                 Share Exchange/Delivery of ANST Securities.  On the Closing date, the holders of 100% of the outstanding shares of ANST Common Stock, as set forth on Schedule 3.1 attached hereto, consisting of 30,000 shares of ANST Common Stock, shall deliver to COHQ certificates or other documents evidencing all of the issued and outstanding shares of ANST Common Stock, duly endorsed in blank or with executed stock power attached thereto in transferable form.  On the Closing date, all previously issued and outstanding shares of ANST Common Stock shall be transferred to COHQ, so that ANST shall become a wholly-owned subsidiary of COHQ.

                       Section 3.2 Issuance of COHQ Shares.  In exchange for 100% of the outstanding shares of ANST Common Stock tendered pursuant to Section 3.1, COHQ shall at the Closing issue to the ANST Shareholders set forth on Schedule 3.1 attached hereto a total of 25,181,450 authorized but unissued shares of New COHQ Common Stock, which shall constitute an aggregate of approximately 97% of the voting power of COHQ.  Such shares are restricted in accordance with Rule 144 of the 1933 Securities Act.

Section 3.3                                 Buyer’s Purchase of COHQ Shares from the Sellers.  In consideration of the sum of $280,000, the Buyer shall purchase from the Sellers at the Closing an aggregate of 558,520 shares of New COHQ Common Stock, which shall represent all of the New COHQ Common Stock owned by the Sellers on the date of this Agreement and on the Closing date.

Section 3.4                                 Sale of the Shares of COHQ Sub to the Sellers.Prior to the Closing, COHQ and the Sellers will enter into an Option Agreement (the “Option Agreement”), reasonably acceptable to both parties, pursuant to which, among other things, the Sellers will have the option (the “Option”) during the three-month period immediately following the Closing (the “Option Period”), to purchase from COHQ at a closing (the “Subsidiary Closing”) all of the issued and outstanding shares of COHQ Sub (the “COHQ Sub Shares”) in consideration (the “COHQ Sub Consideration”) of the assumption by COHQ Sub and the Sellers of all liabilities of COHQ at the date of the Subsidiary Closing other than such liabilities, if any, as are to be set forth on a Retained Liabilities Schedule to the Option Agreement plus any liabilities incurred by ANST and NST subsequent to the Closing of the Transactions.  The Option Agreement shall be attached as an Exhibit to this Agreement, and executed and delivered by the applicable parties at, and as a condition to, the Closing.  If the Sellers shall fail to exercise the Option during the Option Period, COHQ shall have the right to put the COHQ Sub Shares to the Sellers on the last day of the Option Period, in which event the Sellers shall purchase the COHQ Sub Shares on that date for the COHQ Sub Consideration.

Section 3.5                                 Events Prior to Closing.  Upon execution hereof or as soon thereafter as practical, management of COHQ and ANST shall execute, acknowledge and deliver (or shall cause to be executed, acknowledged and delivered) any and all certificates, opinions, financial statements, schedules, agreements, resolutions rulings or other instruments required by this Agreement to be so delivered, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the Transactions, subject only to the conditions to Closing referenced below.

Section 3.6                                 Closing.  The closing ("Closing") of the Transactions shall be on a date mutually agreed between the Buyer and the Sellers, which shall be on or prior to May 31, 2007, unless extended by mutual agreement of the Parties, and within five days of the later to occur of the delivery of the COHQ Financial Statement to the Buyer or the delivery of the ANST Financial Statements to the Sellers.

Section 3.7                                 Termination.

(a)This Agreement may be terminated by the board of directors or majority of shareholders of either COHQ or ANST, respectively, at any time prior to the Closing date if:

(i)   there shall be any action or proceeding before any court or any governmental body which shall seek to restrain, prohibit or invalidate the Transactions and which, in the judgment of such board of directors, made in good faith and based on the advice of its legal counsel, makes it inadvisable to proceed with the exchange contemplated by this Agreement; or

(ii)   any of the Transactions are disapproved by any regulatory authority whose approval is required to consummate such Transactions.

In the event of termination pursuant to this Paragraph (a), no obligation, right, or liability shall arise hereunder and each party shall bear all of the expenses incurred by it in connection with the negotiation, drafting and execution of this Agreement and the Transactions.

(b)This Agreement may be terminated at any time prior to the Closing date by action of the board of directors of COHQ if ANST shall fail to comply in any material respect with any of its covenants or agreements contained in this Agreement or if any of the representations or warranties of ANST contained herein shall be inaccurate in any material respect, which noncompliance or inaccuracy is not cured after 20 days written notice thereof is given to ANST.  If this Agreement is terminated pursuant to this Paragraph (b), this Agreement shall be of no further force or effect and no obligation, right or liability shall arise hereunder.

(c)This Agreement may be terminated at any time prior to the Closing date by action of the board of directors of ANST if COHQ shall fail to comply in any material respect with any of its covenants or agreements contained in this Agreement or if any of the representations or warranties of COHQ contained herein shall be inaccurate in any material respect, which noncompliance or inaccuracy is not cured after 20 days written notice thereof is given to COHQ.  If this Agreement is terminated pursuant to this Paragraph (c), this Agreement shall be of no further force or effect and no obligation, right or liability shall arise hereunder.

Section 3.8                                 Directors of COHQ After Acquisition.  Upon the Closing, Crane, Davis and Art F. Avilesshall each resign from the Board of Directors of COHQ and Mr. David H. Smith, Mr. Zhou Jian, Mr. Pu Fachun and Mr. Zhang Changlong shall be appointed to the Board of Directors of COHQ.  Each director shall hold office until his successor has been duly elected and has qualified or until his death, resignation or removal.

Section 3.9                                 Officers of COHQ. Upon the Closing, the following people shall be appointed as officers of COHQ:

Name	Office
Mr. Pu Fachun	Chairman, President and Treasurer
Mr. David H. Smith	Secretary

Section 3.10                                 Officers and Directors of COHQ Sub.   Until COHQ Sub shall be sold to the Sellers, the current officers and directors of COHQ, or their designees, shall be the officers and directors of COHQ Sub.

ARTICLE IV

SPECIAL COVENANTS

Section 4.1                                 Access to Properties and Records.  Prior to Closing, COHQ and ANST will each afford to the officers and authorized representatives of the other full access to the properties, books and records of each other, so that each may have full opportunity to make such reasonable investigation as it shall desire to make of the affairs of the other and each will furnish the other with such additional financial and operating data and other information as to the business and properties of each other, as the other shall from time to time reasonably request.

Section 4.2                                 Availability of Rule 144.  COHQ and ANST Shareholders holding "restricted securities", as that term is defined in Rule 144 promulgated under the Securities Act will remain as “restricted securities”.  COHQ is under no obligation to register such shares under the Securities Act, or otherwise. The shareholders of COHQ and ANST holding restricted securities of COHQ and ANST as of the date of this Agreement and their respective heirs, administrators, personal representatives, successors and assigns, are intended third party beneficiaries of the provisions set forth herein.  The covenants set forth in this Section 4.2 shall survive the Closing and the consummation of the Transactions.

Section 4.3                                 Special Covenants and Representations Regarding the Shares to be Issued and Delivered in the Exchange.  The consummation of this Agreement, including: (i) the issuance of the 25,181,450 shares of New COHQ Common Stock to the Shareholders of ANST as contemplated hereby, (ii) the delivery of the 30,000 shares of ANST Common Stock to COHQ, and (iii) the sale of the 558,520 shares of New COHQ Common Stock by the Sellers to the Buyer, constitute the offer and sale of securities under the Securities Act, and applicable state statutes.  Such Transactions shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements of such statutes which depend, inter alia, upon the circumstances under which the ANST Shareholders, COHQ and the Buyer, respectively, acquire such securities.

Section 4.4                                 Third Party Consents.  COHQ, ANST and NST agree to cooperate with each other in order to obtain any required third party consents to this Agreement and the Transactions.

Section 4.5                                 Actions Prior to and Subsequent to Closing.

(a)From and after the date of this Agreement until the Closing date, except as permitted or contemplated by this Agreement, COHQ, ANST and NST will each use its best efforts to:

(i)   maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;

(ii)   maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; and

(iii)   perform in all material respects all of its obligations under material contracts, leases and instruments relating to or affecting its assets, properties and business.

(b)From and after the date of this Agreement until the Closing date, COHQ will not, without the prior consent of ANST:

(i)   except as otherwise specifically set forth herein, make any change in its certificate  of incorporation or bylaws;

(ii)   declare or pay any dividend on its outstanding common shares, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein;

(iii)   enter into or amend any employment, severance or agreements or arrangements with any directors or officers;

(iv)   grant, confer or award any options, warrants, conversion rights or other rights not existing on the date hereof to acquire any common shares;

(v)   issue any shares of capital stock for any purpose other than as provided herein; or

(vi)   purchase or redeem any common shares.

Section 4.6                                 Indemnification.

(a)The Sellers hereby agree, jointly and severally, to indemnify each member of the ANST Group, each of their respective officers, agents and directors and current shareholders of ANST as of the Closing date against any loss, liability, claim, damage or expense (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened or any claim whatsoever), to which it or they may become subject to or rising out of or based on any inaccuracy appearing in or misrepresentation made in this Agreement.  The indemnification provided for in this Paragraph (a) shall survive the Closing and consummation of the Transactions; and

(b)The ANST Group hereby agree, jointly and severally, to indemnify COHQ, each of the officers, agents, directors and current shareholders of COHQ as of the Closing date, including the Sellers, against any loss, liability, claim, damage or expense (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened or any claim whatsoever), to which it or they may become subject arising out of or based on any inaccuracy appearing in or misrepresentation made in this Agreement. The indemnification provided for in this paragraph shall survive the Closing and consummation of the Transactions and termination of this Agreement.

ARTICLE V

CONDITIONS PRECEDENT TO OBLIGATIONS OF COHQ

The obligations of COHQ under this Agreement are subject to the satisfaction, at or before the Closing date, of the following conditions:

Section 5.1                                 Accuracy of Representations.  The representations and warranties made by ANST in this Agreement were true when made and shall be true at the Closing date with the same force and effect as if such representations and warranties were made at the Closing date (except for changes therein permitted by this Agreement), and ANST shall have performed or compiled with all covenants and conditions required by this Agreement to be performed or complied with by ANST prior to or at the Closing.  COHQ shall be furnished with a certificate, signed by a duly authorized officer of ANST and dated the Closing date, to the foregoing effect.

Section 5.2                                 Directors Approval; ANST Shareholders Approval. The Board of Directors of ANST and the ANST Shareholders shall have approved this Agreement and the Transactions.

                       Section 5.3                                 Officer’s Certificate.                                                       COHQ shall have been furnished with a certificate dated the Closing date and signed by the chief executive officer of ANST to the effect that, to the best of his personal knowledge and information: (a) the representations and warranties of ANST set forth in the Agreement and in all Schedules and other documents furnished in connection herewith are in all material respects true and correct as if made on the Closing date; (b) ANST has performed all covenants, satisfied all conditions, and complied with al other terms and provisions of this Agreement to be performed, satisfied or complied with by it as of the Closing date; (c) since such date and other than as previously disclosed to ANST on the attached Schedules, ANST has not entered into any material transaction other than transactions which are usual and in the ordinary course if its business; and (d) no litigation, proceeding, investigation or inquiry is pending or, to the best knowledge of ANST, threatened, which might result in an action to enjoin or prevent the consummation of the Transactions or, to the extent not disclosed in the ANST Schedules, by or against ANST which might result in an ANST Material Adverse Effect.

Section 5.4                                 No Material Adverse Change.  Prior to the Closing date, there shall not have occurred any material adverse change in the assets, financial condition, operating results, customer and employee relations or business prospects of ANST or NST, or the financial statements theretofore supplied by ANST, nor shall any event have occurred which, with the lapse of time or the giving of notice, may cause or create any ANST Material Adverse Effect.

Section 5.5                                 ANST Financial Statements.   At least one week prior to the Closing date, ANST shall have delivered to COHQ the ANST Financial Statements, with a report of ANST’s independent registered public accountant, and other information which would be required for inclusion in a Current Report on Form 8-K that would be filed within 4 business days after the Closing date if COHQ were a reporting company required to file periodic reports pursuant to the Securities Exchange Act of 1934.

Section 5.6                                 Execution and Delivery of the Option Agreement.  The Option Agreement shall have been executed and delivered by the applicable parties, with the approval of all parties hereto, and immediately subsequent to the Closing, shall be a valid and binding obligation of COHQ to cause the Subsidiary Transaction and the transfer the assets and liabilities called for therein to the COHQ Sub, contingent only upon the receipt of written notice of their exercise of the Option in accordance with the terms of the Option Agreement or the exercise by COHQ of its option to cause the Sellers to consummate the Subsidiary Transaction.

                       Section 5.7                                 Other Items.                                 COHQ shall have received such further documents, certificates or instruments relating to the Transactions as COHQ may reasonably request.

ARTICLE VI

CONDITIONS PRECEDENT TO OBLIGATIONS OF ANST

The obligations of the ANST Group under this Agreement are subject to the satisfaction, at or before the Closing date (unless otherwise indicated herein), of the following conditions:

Section 6.1                                 Accuracy of Representations.  The representations and warranties made by the Sellers in this Agreement were true when made and shall be true as of the Closing date (except for changes therein permitted by this Agreement) with the same force and effect as if such representations and warranties were made at and as of the Closing date, and the Sellers shall have performed and complied and caused COHQ to perform and comply with all covenants and conditions required by this Agreement to be performed or complied with by the Sellers or COHQ prior to or at the Closing.  ANST shall have been furnished with a certificate, signed by the Sellers and a duly authorized executive officer of COHQ and dated the Closing date, to the foregoing effect.

                       Section 6.2                                 Directors Approval.  The Board of Directors of COHQ shall have approved this Agreement and the Transactions.

Section 6.3                                 Sellers’ Certificate.                                            ANST shall be furnished with a certificate dated the Closing date and signed by the Sellers to the effect that, to the best of their personal knowledge and information: (a) the representations and warranties of the Sellers set forth in the Agreement and in all Exhibits, Schedules and other documents furnished in connection herewith are in all material respects true and correct as if made on the Closing date; and (b) the Sellers and COHQ have performed all of their respective covenants, satisfied all conditions, and complied with all other terms and provisions of the Agreement to be performed, satisfied or complied with by them as of the Closing date.

Section 6.4                                 No Material Adverse Change.  Prior to the Closing date, there shall not have occurred any material adverse change in the assets, financial condition, operating results, customer and employee relations or business prospects of COHQ, or the financial statements theretofore supplied by COHQ, nor shall any event have occurred which, with the lapse of time or the giving of notice, may cause or create any Material Adverse Effect upon COHQ.

                       Section 6.5                                 Articles of Incorporation Amendment and Reverse Stock Split.  Prior to the Closing date, COHQ and its directors and shareholders shall take all actions necessary to amend the Articles of Incorporation of COHQ to reduce the authorized capital stock from two billion shares of Old COHQ Common Stock to two hundred million shares of New COHQ Common Stock and to effect the automatic conversion of each 1,704 shares of Old COHQ Common Stock into one share of New COHQ Common Stock.

Section 6.6                                 Cancellation of Outstanding Options, Warrants, Rights, Etc.  Prior to the Closing date, COHQ shall cancel all outstanding stock options, rights or commitments to issue shares of Old COHQ Common Stock or New COHQ Common Stock, warrants and convertible notes.

                       Section 6.7                                 Cancellation of Voting Trusts and Shareholders Agreements.  Prior to the Closing date, COHQ and the other parties thereto shall cancel all voting trusts, agreements or arrangements among any of the beneficial holders of Old COHQ Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Old COHQ Common Stock.

 Section 6.8                                 Ownership of Pre-Closing New COHQ Common Stock.  On and as of the Closing date, the Sellers shall own in the aggregate not less than 68% of the shares of New COHQ Common Stock outstanding on the Closing date.

 Section 6.9                                 Pink Sheet Trading.   On and as of the Closing date, the shares of COHQ Common Stock shall be listed for quotation on the Pink Sheets.

 Section 6.10                                 Outstanding COHQ Securities.    On and as of the Closing date, the only issued and outstanding securities of COHQ shall be 625,422 shares of New COHQ Common Stock, and there shall then be no options, warrants or rights issued and outstanding that entitle the holders thereof to acquire any capital stock of COHQ, whether for additional consideration or upon conversion.

            Section 6.11                                 Other Items.                                 ANST and the ANST Shareholders shall have received such further documents, certificates or instruments relating to the Transactions as ANST may reasonably request.

ARTICLE VII

MISCELLANEOUS

            Section 7.1                                 Brokers and Finders.  The Sellers represent and warrant that the Sellers are obligated to pay a finder’s fee to Greenwich Financial Group in connection with the Transactions.  Each party hereby represents and warrants that other than Greenwich Financial Group there has been no other finder, broker or other person involved in creating the Transactions, or any of them, and to which any fee or other compensation is owed.  The parties each agree to indemnify the other against any claim by any third person for any commission, brokerage or finder’s fee (other than the finder’s fee payable by the Sellers to Greenwich Financial Group described in the preceding sentence) or other payment with respect to this Agreement or the Transactions based on any alleged agreement or understanding between the indemnifying party and such third person, whether express or implied from the actions of the indemnifying party.

            Section 7.2                                 Law, Forum and Jurisdiction.  This Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, United States of America.

            Section 7.3                                 Notices.  Any notices or other communications required or permitted hereunder shall be sufficiently given if personally delivered to it or sent by registered mail or certified mail, postage prepaid, or by prepaid telegram addressed as follows:

Sellers and COHQ:	CorpHQ, Inc. 1650 South Pacific Coast Highway, Suite 308 Redondo Beach, CA 90277 Attn:  Mr. Steve Crane Telephone: (310) 683-0404 Fax:   (310) 540--7562 Email: steve@corphq.com	With a copy (which shall not constitute notice) to:	Kenneth S. August, Esq. August Law Group, P.C. 19200 Von Karman Ave., Suite 900 Irvine, CA 92612 Telephone: (949) 752-7772, X180 Fax: (949) 752-7776 E-mail: kaugust@augustlawgroup.com
ANST and NST:	American Nano Silicon Technology, Inc. c/o Huakang Zhou 18 Kimberly Court East Hanover, NJ 07936 Telephone: (973) 462-8777 Fax: (973) 966-8870 E-mail:dzhou@warnercorp.com	With a copy (which shall not constitute notice) to:	Peter B. Hirshfield, Esq. Hirshfield Law 1035 Park Avenue, Suite 7B New York, NY 10028 Telephone: (646) 837-9362 Fax: (646) 349-1665 E-mail:phirshfield@hirshfieldlaw.com
To an ANST Share-holder:	The addresses set forth on the applicable signature page of this Agreement.

or such other addresses as shall be furnished in writing by any party in the manner for giving notices hereunder, and any such notice or communication shall be deemed to have been given as of the date so delivered, mailed or telegraphed.

Section 7.4                                 Attorneys’ Fees.  In the event that any party institutes any action or suit to enforce this Agreement or to secure relief from any default hereunder or breach hereof, the breaching party or parties shall reimburse the non-breaching party or parties for all costs, including reasonable attorneys’ fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.

Section 7.5                                 Confidentiality.  Each party hereto agrees with the other party that, unless and until the Transactions have been consummated, they and their representatives will hold in strict confidence all data and information obtained with respect to another party or any subsidiary thereof from any representative, officer, director or employee, or from any books or records or from personal inspection, of such other party, and shall not use such data or information or disclose the same to others, except:  (i)  to the extent such data is a matter of public knowledge or is required by law to be published; and (ii)  to the extent that such data or information must be used or disclosed in order to consummate the Transactions.

Section 7.6                                 Schedules; Knowledge.Each party is presumed to have full knowledge of all information set forth in the other party’s schedules delivered pursuant to this Agreement.  Wherever used in this Agreement, the term “knowledge” means the actual knowledge of a person after making a reasonable review of all files and records in such person’s possession or within such person’s control relevant to the matter as to which such person is deemed to have knowledge.

Section 7.7                                 Third Party Beneficiaries.                                                                 This contract is solely among COHQ, ANST, the Buyer and the Sellers and except as specifically provided herein, no director, officer, shareholder, subsidiary, agent, independent contractor or any other person or entity shall be deemed to be a third party beneficiary of this Agreement.

Section 7.8                                 Entire Agreement.This Agreement represents the entire agreement among the parties relating to the subject matter hereof and supersedes the Letter of Intent dated April 24, 2007 between the Sellers and ANST.  This Agreement alone fully and completely expresses the agreement of the parties relating to the subject matter hereof and the Transactions.  There are no other courses of dealing, understanding, agreements, representations or warranties, written or oral, except as set forth herein.  This Agreement may not be amended or modified, except by a written agreement signed by all parties hereto.

Section 7.9                                 Survival; Termination.  The representations, warranties and covenants of the respective parties shall survive the Closing date and the consummation of the Transactions for 18 months.

Section 7.10                                 Counterparts.  This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument.  This Agreement may be executed and transmitted to the other parties by facsimile or as a scanned document attached to an E-mail.   Any counterpart so received shall be legal and valid for all purposes and shall be entitled to be treated as a manually signed counterpart of this Agreement.

Section 7.11                                 Amendment or Waiver.Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law or in equity, and may be enforced concurrently herewith, and no waiver by any party of the performance of any obligation by the other shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing.  At any time prior to the Closing date, this Agreement may be amended by a written consent by all parties hereto, with respect to any of the terms contained herein (except with respect to any obligations or liabilities of the ANST Shareholders, which may be amended by a written consent of all the parties to this Agreement), and any term or condition of this Agreement may be waived or the time for performance hereof may be extended by a written consent by the party or parties for whose benefit the provision is intended.

Section 7.12                                 Expenses.Prior to the Closing, the Sellers shall bear all expenses of themselves and COHQ and ANST shall bear all expenses of the ANST Group, except as otherwise agreed between the parties.

Section 7.13                                 Headings; Context.  The headings of the sections and paragraphs contained in this Agreement are for convenience of reference only and do not form a part hereof and in no way modify, interpret or construe the meaning of this Agreement.

Section 7.14                                 Benefit.  This Agreement shall be binding upon and shall inure only to the benefit of the parties hereto, and their permitted assigns hereunder.  This Agreement shall not be assigned by any party without the prior written consent of each other party.

Section 7.15                                 Public Announcements.  Except as may be required by law, no party shall make any public announcement or filing with respect to the Transactions without the prior consent of the other party hereto.

Section 7.16                                 Severability.  In the event that any particular provision or provisions of this Agreement or the other agreements contained herein shall for any reason hereafter be determined to be unenforceable, or in violation of any law, governmental order or regulation, such unenforceability or violation shall not affect the remaining provisions of such agreements, which shall continue in full force and effect and be binding upon the respective parties hereto.

Section 7.17                                 Failure of Conditions; Termination.  In the event that any of the conditions specified in this Agreement shall not be fulfilled on or before the Closing date, each of the parties shall have the right either to proceed or, upon prompt written notice to the other, to terminate and rescind this Agreement.  In such event, the party that has failed to fulfill the conditions specified in this Agreement will be liable for the other party’s legal fees, as limited by Section 7.21 and Section 7.22.  The election to proceed shall not affect the right of such electing party reasonably to require the other party to continue to use its efforts to fulfill the unmet conditions.

Section 7.18                                 Construction; Interpretation.

(a)            The language of this Agreement shall be construed as a whole, according to its fair meaning and intendment, and not strictly for or against any party hereto, regardless of who drafted or was principally responsible for drafting the Agreement or terms or conditions hereof.

(b)            In interpreting this Agreement, (i) the use of the word “including” shall, in all cases unless expressly stated otherwise, be deemed to be followed by the phrase “without limitation”; (ii) the reference to any Schedule or Exhibit herein, whether or not so stated, shall be deemed to read “attached hereto, as the same may be supplemented or updated by the relevant party or parties up to and including the Closing date; and (iii) the use of the phrases “Closing date” or “date of the Closing” shall be deemed to mean “the date on which the Transactions referenced herein are consummated, as the same may be extended by the parties in accordance with the provisions of this Agreement and, in the event that the Closing shall be completed in multiple phases, then the date on which the last to of such phases is completed.”

Section 7.19                                 Execution Knowing and Voluntary.  In executing this Agreement, the parties severally acknowledge and represent that each:  (a) has fully and carefully read and considered this Agreement; (b) has been or has had the opportunity to be fully apprized by its attorneys of the legal effect and meaning of this document and all terms and conditions hereof; (c) is executing this Agreement voluntarily, free from any influence, coercion or duress of any kind.

                              Section 7.20           Amendment.At any time after the Closing date, this Agreement may be amended by a writing signed by all parties, with respect to any of the terms contained herein, and any term or condition of this Agreement may be waived or the time for performance hereof may be extended by a writing signed by the party or parties for whose benefit the provision is intended.

                              Section 7.21                                 Lock-Up and Damages.  The Sellers agree not to enter into any agreement, discussion, negotiation with, or provide information to any other party for the purpose of any business transaction, merger, share exchange or business combination and have agreed to pay damages of $50,000 to ANST in the event the Transactions fail to close as a result of the Sellers’ or COHQ’s material breach of this Agreement. No damages will be paid by the Sellers or COHQ if the failure to close the Transactions results from ANST’s or the Buyer’s failure to perform or if applicable law or regulatory authorities prevent the closing of the Transaction.  This lock up and damages provision will be effective until June 30, 2007, and may be extended with the written approval of all parties.

Section 7.22                                 Damages for ANST’s or the Buyer’s Breach.  ANST agrees to pay damages to the Sellers in the event the Transactions fail to close as a result of the ANST Group’s material breach of this Agreement. No damages will be paid by the ANST if the failure to close the Transactions results from COHQ’s or the Sellers’ failure to perform or if applicable law or regulatory authorities prevent the closing of the Transaction.  This lock up and damages provision will be effective until June 30, 2007, and may be extended with the written approval of all parties.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers or representatives and entered into as of the date first above written.

Contact Information	CORP HQ, INC.
See Section 7.3	By:	/s/ Steven Crane
	Name:	Steven Crane
	Title:	Chief Executive Officer

	AMERICAN NANO SILICON TECHNOLOGY, INC.
See Section 7.3	By:	/s/ Pu Fachun
	Name:	Pu Fachun
	Title:	President

	NANCHONG CHUNFEI  NANO-SILICON TECHNOLOGIES CO.  LTD.
See Section 7.3	By:	/s/ Pu Fachun
	Name:	Pu Fachun
	Title:	Chief Executive Officer

  ANST SHAREHOLDERS:

18 Kimberly Court East Hanover, NJ 07936 Telephone: (973) 462-8777 Fax: (973) 966-8870 Email: dzhou@warnercorp.com	PU FACHUN
	By:    /s/ Pu Fachun

18 Kimberly Court East Hanover, NJ 07936 Telephone: (973) 462-8777 Fax: (973) 966-8870 Email: dzhou@warnercorp.com	WARNER TECHNOLOGY & INVESTMENT CORP.
	By:   /s/ Huakang Zhou
	Name:  HUAKANG ZHOU
	Title:    President

100 Wall Street, 15th Floor New York, NY 10005 Telephone: (212) 232-0120 Fax: (212) 232-0129 E-mail:	AMERICAN UNION SECURITIES, INC.
	By:    /s/ Peter D. Zhou
	Name:    PETER D. ZHOU
	Title:      President

18 Kimberly Court East Hanover, NJ 07936 Telephone: (973) 462-8777 Fax: (973) 966-8870 Email: dzhou@warnercorp.com	HUAKANG ZHOU
	By:    /s/ Huakang Zhou
18 Kimberly Court East Hanover, NJ 07936 Telephone: (973) 462-8777 Fax: (973) 966-8870 Email: dzhou@warnercorp.com	YUFENG HU
	By:    /s/ Yufeng Hu
18 Kimberly Court East Hanover, NJ 07936 Telephone: (973) 462-8777 Fax: (973) 966-8870 Email: dzhou@warnercorp.com	XIAOJIN WANG
	By:    /s/ Xiaojin Wang

18 Kimberly Court East Hanover, NJ 07936 Telephone: (973) 462-8777 Fax: (973) 966-8870 Email: dzhou@warnercorp.com	ZHOU JIAN
	By:    /s/ Zhou Jian
18 Kimberly Court East Hanover, NJ 07936 Telephone: (973) 462-8777 Fax: (973) 966-8870 Email: dzhou@warnercorp.com	ZHANG QIWEI
	By:    /s/ Zhang Qiwei
18 Kimberly Court East Hanover, NJ 07936 Telephone: (973) 462-8777 Fax: (973) 966-8870 Email: dzhou@warnercorp.com	XU YUE
	By:    /s/ Xu Yue
18 Kimberly Court East Hanover, NJ 07936 Telephone: (973) 462-8777 Fax: (973) 966-8870 Email: dzhou@warnercorp.com	REN QI
	By:    /s/ Ren Qi
18 Kimberly Court East Hanover, NJ 07936 Telephone: (973) 462-8777 Fax: (973) 966-8870 Email: dzhou@warnercorp.com	LIANG MANCHU
	By:    /s/ Liang Manchu
18 Kimberly Court East Hanover, NJ 07936 Telephone: (973) 462-8777 Fax: (973) 966-8870 Email: dzhou@warnercorp.com	LIU JIANBO
	By:    /s/ Liu Jianbo
18 Kimberly Court East Hanover, NJ 07936 Telephone: (973) 462-8777 Fax: (973) 966-8870 Email: dzhou@warnercorp.com	ZHANG LI
	By:    /s/ Zhang Li
18 Kimberly Court East Hanover, NJ 07936 Telephone: (973) 462-8777 Fax: (973) 966-8870 Email: dzhou@warnercorp.com	SHEN HEPING
	By:    /s/ Shen Heping
18 Kimberly Court East Hanover, NJ 07936 Telephone: (973) 462-8777 Fax: (973) 966-8870 Email: dzhou@warnercorp.com	LIU XINGBANG
	By:    /s/ Liu Xingbang
18 Kimberly Court East Hanover, NJ 07936 Telephone: (973) 462-8777 Fax: (973) 966-8870 Email: dzhou@warnercorp.com	YANG KAIRUN
	By:    /s/ Yang Kairun
18 Kimberly Court East Hanover, NJ 07936 Telephone: (973) 462-8777 Fax: (973) 966-8870 Email: dzhou@warnercorp.com	JIANG CAIYUN
	By:    /s/ Jiang Caiyun
18 Kimberly Court East Hanover, NJ 07936 Telephone: (973) 462-8777 Fax: (973) 966-8870 Email: dzhou@warnercorp.com	YANG JIAXIU
	By:    /s/ Yang Jiaxiu
Greenwich Financial Group 50 Myano Lane Suite 7 Stamford, Connecticut 06902 Telephone: 203-961-0306 Fax: (973) 966-8870 Email: GFGNick@aol.com	NICHOLAS CALAPA
	By:    /s/ Nicholas Calapa

EX-10.2

Exhibit 10.2

QUITCLAIM AGREEMENT

This Quitclaim Agreement is entered into on January 8, 2008 (the “Effective Date”). For a purchase price of One Dollar ($1.00) the receipt and sufficiency of which are hereby acknowledged, American Nano Silicon Technology, Inc., a California corporation(the “Company”) does hereby sell, convey, assign, transfer, vest and deliver to South Bay Financial Solutions, Inc., a Nevada corporation and a wholly-owned subsidiary of the Company, (“SBFS), all of its rights, title, and interest in and to the assets as more particularly defined in Exhibit A, attached hereto, (the “Assets”), including without limitation any and all, copyrights, trademarks, and other intellectual property rights embodied therein, wherever and however arising, in connection therewith or otherwise pertaining thereto, and all goodwill related thereto intellectual property rights (collectively, the “Proprietary Rights”) and the Company does hereby acknowledge the receipt of and accept delivery of the Assets.

1.            SBFS acknowledges and agrees that the Company does not warrant it owns the Assets and is transferring only such rights, title and interest in the Assets as may be held by the Company. SBFS further acknowledges that it is taking possession and ownership of the Assets in their “AS IS WHERE IS” condition and that if any portions of the Assets are found defective by SBFS, the Company  shall have no obligation to remedy such defects nor any other liability or obligation with respect thereto. THE COMPANY MAKES AND SBFS RECEIVES NO WARRANTY, EXPRESSED OR IMPLIED, AND EXPRESSLY EXCLUDES ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  THE COMPANY SHALL HAVE NO LIABILITY OF ANY NATURE, INCLUDING THOSE OBLIGATIONS UNDER THIS AGREEMENT, FOR CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

2.            This Quitclaim Agreement shall be governed by and construed in accordance with the internal laws of the State of California regardless of the laws that might otherwise govern under principles of conflict of laws applicable thereto.

IN WITNESS WHEREOF, the Company and SBFS have executed this Quitclaim Agreement as of the Effective Date.

“COMPANY” American Nano Silicon Technology, Inc.,  a California corporation /s/ Pu Fachun By:  Pu Fachun Its:  President and CEO “SBFS” South Bay Financial Solutions, Inc., a Nevada corporation        /s/ Steve Crane        By:  Steve Crane        Its:  Director

QUITCLAIM AGREEMENT

JANUARY 8, 2008

1]

EXHIBIT A

DESCRIPTION OF ASSETS

The Assets are as follows :

1.   All of  the computer equipment, telephone equipment, office equipment and other personal property used in conducting the Company’s business, as such business was conducted prior to the closing of that certain that certain Stock Purchase and Share Exchange Agreement, dated as May 24, 2007 entered into by the Company and certain other parties, and located as of the date hereof at SBFS’s headquarters at 1650 South Pacific Coast Highway, Suite 308, Redondo Beach, CA 90277.

2.   15,400 shares of common stock in Axium Technologies Inc. evidenced by Certificate No. 1102

3.   9,225,691 shares of common stock in Stronghold Industries, Inc. evidenced by Certificate No. 1153

4.   Any remaining interest held by the Company in the following automobiles:

             2004 Porsche C5, Calif. License Plate: 5PIX001, VIN# WP0CA29924S651213

            5. $99.53 in the Company’s account at Wells Fargo Bank, Account

No. 0433-035748.

QUITCLAIM AGREEMENT

JANUARY 8, 2008

2]

EX-10.3

Exhibit 10.3

SPIN-OFF AGREEMENT

THIS SPIN-OFF AGREEMENT (the "Agreement"), is entered into as of the 8th day of January 2008 (the “Effective Date”), by and between Steven Crane, an adult individual residing in County of Los Angeles, State of California and Gregg Davis, an adult individual residing in the County of Los Angeles, State of California (individually, each is a “Purchaser” and collectively the “Purchasers”), South Bay Financial Solutions, Inc., a Nevada corporation (“SBFS”), a Nevada corporation (“SBFS”), and a wholly-owned subsidiary of the Seller and American Nano Silicon Technology, Inc., a corporation organized and validly existing under the laws of the State of California (the "Seller").

WHEREAS, the Seller, the Purchasers and certain other parties named therein entered into that certain Stock Purchase and Share Exchange Agreement, dated as May 24, 2007 (the “Exchange Agreement”).

WHEREAS, the Purchasers were the majority shareholders and management of the Seller previous to selling all of their shares of Seller and resigning their management positions pursuant to the Exchange Agreement.

WHEREAS, the Exchange Agreement contemplated the transfer of all of the assets of the Seller’s business, as such business was conducted prior to the closing of the Exchange Agreement  (the “COHQ Business”) to SBFS.

Whereas, the Seller has transferred its rights to assets of the COHQ Business (the “Transferred Assets”) to SBFS prior to the Effective Date.

WHEREAS, subject to the terms and conditions contained herein, the Purchasers desire to purchase, and the Seller desires to sell Three Million (3,000,000) shares of common stock of SBFS, constituting all of the issued and outstanding shares of SBFS, in consideration of the Purchasers assuming responsibility for the liabilities of the COHQ Business.

NOW, THEREFORE, in consideration of the foregoing premises and the covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

           1. Share Purchase and Sale.  Upon execution of this Agreement, the Purchasers hereby irrevocably agree to purchase Three Million (3,000,000) shares of common stock of SBFS  (the “Shares”)  owned of record by the Seller, and the Seller hereby irrevocably agrees to sell and convey to the Purchasers all of the Shares, all subject to and in accordance with the terms and conditions herein contained.

2.   Purchase Price.  As consideration for the Shares, SBFS (i) hereby assumes any and all liabilities of the Seller arising out of, based upon, or in connection with the COHQ Business or any actions or omissions by the Seller prior to the closing of the transactions of the Exchange Agreement, or arising out of the actions or omissions of Purchasers, and SBFS and the Purchasers (ii) provide the indemnifications described in Section 3 of this Agreement,

3.   Indemnification by Purchasers and SBFS.  Commencing on the Effective Date, SBFS and each Purchaser, jointly and severally, agrees to indemnify and hold harmless the Seller and its officers, directors, stockholders and agents, (but excluding the Purchasers) against any and all losses, liabilities, damages, and expenses whatsoever (which shall include for all purposes, but not be limited to, reasonable counsel fees and any and all expenses whatsoever incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation) as and when incurred arising out of, based upon, or in connection with the COHQ Business or any actions or omissions by the Seller prior to the closing of the transactions of the Exchange Agreement.  The foregoing agreement to indemnify shall be in addition to any liability Purchasers and/or SBFS may otherwise have to the Seller, including liabilities arising under this Agreement.

           4. Representations and Warranties of the Seller.  The Seller hereby represents and warrants to the Purchaser, as of the date hereof, the following:

(a)   the Seller is a corporation duly organized and validly existing under the laws of the State of California;

(b)   to the knowledge of the Seller’s current management and without duty of enquiry, the Seller is not bound by or subject to any contract, agreement, court order or judgment, administrative ruling, law, regulation or any other item which prohibits or restricts the Seller from entering into and performing this Agreement in accordance with its terms, or requiring the consent of any third party prior to the entry into or performance of this Agreement by the Seller in accordance with its terms;

(c)   no broker, dealer or other party has provided services in connection with this transaction for which any commission or other compensation is owed; and

           5. No Representations and Warranties of the Seller regarding SBFS.  The Seller makes no representations or warranties, either express or implied, regarding SBFS or the Shares to the Purchasers and neither the Seller nor any of its officers, directors, stockholders and agents shall have any liability to the Purchasers or SBFS or any of its officers, directors, stockholders and agents other than the obligation to sell the Shares to the Purchasers pursuant to this Agreement .

           6. Representations and Warranties of the Purchasers.  The Purchasers hereby represents and warrant to the Seller, as of the date hereof, the following:

(a) each Purchaser is an adult individual residing in the State of California, and has full power and capacity to enter into, execute and perform this Agreement, which Agreement, once executed by the Purchasers, shall be the valid and binding obligation of each Purchaser, enforceable against such party by any court of competent jurisdiction in accordance with its terms;

(b) neither Purchaser is bound by or subject to any contract, agreement, law, court order or judgment, administrative ruling, regulation or any other item which prohibits or restricts such Purchaser from entering into and performing this Agreement in accordance with its terms, or requiring the consent of any third party prior to the entry into or performance of this Agreement in accordance with its terms by such party;

(c) with respect to the Shares being acquired by the Purchasers:

(i) the Purchasers are acquiring the Shares for their own accounts, and not with a view toward the subdivision, resale, distribution, or fractionalization thereof; the Purchasers have no contract, undertaking, or arrangement with any person to sell, transfer, or otherwise dispose of the Shares (or any portion thereof hereby subscribed for), and have no present intention to enter into any such contract, undertaking, agreement or arrangement;

(ii) the purchase of the Shares by the Purchasers is not the result of any form of general solicitation or general advertising;

(iii) the Purchasers hereby acknowledge that: (A) the offering of the Shares was made only through direct, personal communication between the Purchasers and the Seller; (B) the Purchasers have had full access to information concerning SBFS; and (C) the Purchasers understand and acknowledge that a purchaser of the Shares must be prepared to bear the economic risk of such investment for an indefinite period because the Shares have not been registered under the Securities Act of 1933 (the "Act") or any state securities act (nor passed upon by the SEC or any state securities commission) and cannot be sold unless they are subsequently so registered or qualified, or are otherwise subject to any applicable exemption from such registration requirements;

(d) each Purchaser is an "accredited investor" as such term is defined in Rule 501 of Regulation D promulgated by the Securities and Exchange Commission under the Act;

(e) the Purchasers have consulted with an attorney regarding legal matters concerning the purchase and ownership of the Shares, and with a tax advisor regarding the tax consequences of purchasing such Shares;

(f) no broker, dealer or other party has provided services in connection with this transaction for which any commission or other compensation is owed;

(g) all of the assets pertaining to the COHQ Business have been transferred or quitclaimed to SBFS prior to the Effective Date; and

(i) the Company has no remaining accounts payable pertaining to the COHQ Business, and the Company does not remain subject to the obligations of any agreement pertaining to the COHQ Business or any assets of the COHQ Business, including without any limitation, the Transferred Assets.

6. General Provisions.

(a)   Notices.  All notices, requests, demands and other communications to be given hereunder shall be in writing and shall be deemed to have been duly given on the date of personal service or transmission by fax if such transmission is received during the normal business hours of the addressee, or on the first business day after sending the same by overnight courier service or by telegram, or on the third business day after mailing the same by first class mail, or on the day of receipt if sent by certified or registered mail, addressed as set forth below, or at such other address as any party may hereafter indicate by notice delivered as set forth in this Section 6(a):

   Purchasers & SBFS:

Mr. Steven Crane

Mr. Gregg Davis

1650 South Pacific Coast Highway, Suite 308

Redondo Beach, CA 90277

Attn: Mr. Steve Crane

Telephone: (310) 683-0404

Fax: (310) 540--7562

   Sellers:

American Nano Silicon Technology, Inc.

c/o Huakang Zhou

18 Kimberly Court

East Hanover, NJ 07936

Telephone: (973) 462-8777

Fax: (973) 966-8870

(b) Binding Agreement; Assignment.  This Agreement shall constitute the binding agreement of the parties hereto, enforceable against each of them in accordance with its terms.  This Agreement shall inure to the benefit of each of the parties hereto, and their respective successors and permitted assigns; provided, however, that this Agreement may not be assigned (whether by contract or by operation of law) by the Purchaser without the prior written consent of the Seller, which may be withheld or delayed in the Seller’s sole discretion.

(c) Entire Agreement.  This Agreement constitutes the entire and final agreement and understanding between the parties with respect to the subject matter hereof and the transactions contemplated hereby, and supersedes any and all prior oral or written agreements, statements, representations, warranties or understandings between the parties, all of which are merged herein and superseded hereby.

(d) Waiver.  No waiver of any provision of this Agreement shall be deemed to be or shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver.  No waiver shall be binding unless executed in writing by the party making the waiver.

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

(f) Further Documents and Acts.  Each party agrees to execute such other and further documents and to perform such other and further acts as may be reasonably necessary to carry out the purposes and provisions of this Agreement.

(g) Governing Law; Venue.  This Agreement shall be governed by and construed in accordance with the internal laws of the State of California, without giving effect to the principles of conflicts of laws applied thereby.  The parties hereby accept the exclusive jurisdiction of the courts of the State of California sitting in and for the County of Orange.

(h) Severable Provisions.  The provisions of this Agreement are severable, and if any one or more provisions is determined to be illegal, indefinite, invalid or otherwise unenforceable, in whole or in part, by any court of competent jurisdiction, then the remaining provisions of this Agreement and any partially unenforceable provisions to the extent enforceable in the pertinent jurisdiction, shall continue in full force and effect and shall be binding and enforceable on the parties.

(i) No Third Party Beneficiaries.  This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

SIGNATURES ON NEXT PAGE

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

THE PURCHASERS:                                                                                      WITNESS:

/s/ Steven Crane                                                                                          

Steven Crane                                                                                     

/s/ Gregg Davis                                                                                           

Gregg Davis                                                                                     

SBFS:                                                                                        WITNESS:

South Bay Financial Solutions, Inc.,

a Nevada corporation

/s/ Steven Crane                                                                                         

By: Steven Crane                                                                                              __________________________

Its:  Director

THE SELLER:                                                                                       WITNESS:

American Nano Silicon Technology, Inc.,

a California corporation

/s/ Pu Fachun                                                                                            

By: Pu Fachun                                                                                      __________________________

Its:  President and CEO

EX-23.1

Exhibit 23.1

                     Bagell, Josephs, Levine & Company, LLC

406 Lippincott Drive, Suite J, Marlton, NJ 08053

                       Tel: 856.346.2828 Fax: 856.396.0022

The Board of Directors

American Nano-Silicon Technologies, Inc.

We consent to the incorporation by reference in the registration statement on Form 10-SB of American Nano-Silicon Technologies, Inc. of our report dated January 8, 2008 with respect to the consolidated balance sheets of American Nano-Silicon Technologies, Inc. as of September 30, 2007 and 2006, and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the yea ended September 30, 2007 and for the period from the inception (August 26, 2006) to September 30, 2006.

/S/Bagell, Josephs, Levine & Company

BAGELL, JOSEPHS, LEVINE & COMPANY, LLC

Gibbsboro, New Jersey

January 15, 2008