F-1

As filed with the Securities and Exchange Commission on August 13, 2008

Registration No. ____________

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM F-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

MOPIE (BVI) LIMITED

(Exact name of Registrant as specified in its charter)

British Virgin Islands	4813
(Jurisdiction of incorporation	(Primary Standard Industrial
or organization)	Classification Code Number)

Room 1506, 1555 Kong Jiang Road

Yang Pu District, Shanghai, China, 200092

Telephone: 021-61431936/35

(Address of principal executive offices and telephone number)

Tan Kee Chen

Chief Executive Officer

Room 1506, 1555 Kong Jiang Road

Yang Pu District, Shanghai, China, 200092

Telephone: 021-61431936/35

 (Name, Address, Including Zip Code, And Telephone Number,

Including Area Code of Agent For Service)

Copies to:

David M. Loev		John S. Gillies
The Loev Law Firm, PC		The Loev Law Firm, PC
6300 West Loop South, Suite 280	&	6300 West Loop South, Suite 280
Bellaire, Texas 774016		Bellaire, Texas 77401
Phone: (713) 524-4110		Phone: (713) 524-4110
Fax: (713) 524-4122		Fax: (713) 456-7908

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:[X]

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

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

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

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

CALCULATION OF REGISTRATION FEE

Title of each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price per Share (1)	Proposed Maximum Aggregate Offering Price (1)	Amount of Registration Fee
Ordinary Shares, no par value per share	86,000	$0.50	$43,000	$1.32
Total	86,000	$0.50	$43,000	$1.32

(1) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457 under the Securities Act of 1933.

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

-2-

MOPIE (BVI) LIMITED

Resale of 86,000 shares of Ordinary Shares

The Prospectus relates to the registration of the resale of 86,000 shares of our Ordinary Shares (“Ordinary Shares”) by the Selling Stockholders listed on page 38.   Shares offered by the Selling Stockholders may be sold by one or more of the following methods:

o ordinary brokerage transactions in which a broker solicits purchases; and

o face to face transactions between the Selling Stockholders and purchasers without a broker.

Selling stockholders will sell at the set price of $0.50 per share until such time as our shares are quoted on the Over-The-Counter Bulletin Board (“OTCBB”) and then thereafter at prevailing market prices or privately negotiated prices.  A current Prospectus must be in effect at the time of the sale of the shares of Ordinary Shares discussed above.  We will not receive any proceeds from the resale of Ordinary Shares by the Selling Stockholders.  The Selling Stockholders will be responsible for any commissions or discounts due to brokers or dealers.  We will pay all of the other offering expenses.

Each Selling Stockholder or dealer selling the Ordinary Shares is required to deliver a current Prospectus upon the sale.  In addition, for the purposes of the Securities Act of 1933, as amended, Selling Stockholders may be deemed underwriters.  Therefore, the Selling Stockholders may be subject to statutory liabilities if the registration statement, which includes this Prospectus, is defective by virtue of containing a material misstatement or failing to disclose a statement of material fact.  We have not agreed to indemnify any of the Selling Stockholders regarding such liability.

  This investment involves a high degree of risk.  You should retain or acquire our stock only after considering the risks associated with us.  We urge you to read the ”Risk Factors” section beginning on page 12 along with the rest of this Prospectus before you make your investment decision.     Neither the SEC nor any state securities commission has approved or disapproved of these securities, or determined if this Prospectus is truthful or complete.  Any representation to the contrary is a criminal offense.  

The date of this Prospectus is ________    , 2008

-3-

TABLE OF CONTENTS

	Page
Prospectus Summary	5
The Offering	8
Summary Consolidated Financial Data	9
Risk Factors	12
Identity of Directors, Senior Management and Advisors	29
Forward-Looking Statements	31
Business Overview	33
Plan of Operations	34
Comparison of Operating Results	35
Plan of Distribution and Selling Stockholders	38
Principal Shareholders	41
Related Party Transactions	41
Description of Securities	43
Material Contracts	50
Qualitative and Quantitative Disclosures and Market Risk	52
Exchange Rate Information	52
Validity of Securities and Interest of Named Experts	53
Financial Statements	55

You should rely only on the information contained in this Prospectus. We have not authorized anyone to provide you with different information.  We are not making an offer of these securities in any state where the offer is not permitted.  You should not assume that the information contained in this Prospectus is accurate as of any date other than the date on the front of this Prospectus.

-4-

PROSPECTUS SUMMARY

Summary Information, Risk Factors, and Ratio of Earnings to Fixed Charges

This summary highlights material information found in greater detail elsewhere in this document.  In addition to this summary, we urge you to read the entire document carefully, especially the discussion of the risks of investing in our ordinary shares under "Risk Factors," and page 12 before deciding to buy our ordinary shares.  References in this document to "Mopie," the "Company," "we," "our" and "us" refer to Mopie (BVI) Limited, a British Virgin Islands company, and its subsidiaries.

For the year ended December 31, 2007, we had revenues of $793,991, a loss from operations of $826,601, and a total net loss of $831,225.

Our auditors have expressed substantial doubt regarding our ability to continue as a going concern, based on operating losses we have incurred in 2007.

-5-

The Company

Introduction

Mopie (BVI) Limited was incorporated under the laws of the British Virgin Islands on November 21, 2007.  We, through out wholly owned subsidiary, Luckybull Limited, a British Virgin Islands company, which in turn owns 100% of Molong Technology Limited, a company registered under the laws of the People’s Republic of China (“PRC”), which has contracts in place with Shanghai Mopietek Information Technology Co., Ltd. (“Mopie”, the “Company,” “we,” and “us”) provide entertainment-oriented wireless value-added services to mobile phone users in China. We specialize in the development, aggregation, marketing and distribution of consumer wireless content and applications for access by China’s estimated approximately 430 million mobile phone users through the two mobile network operators in China, China Mobile and China Unicom. We offer a diverse portfolio of fee-based Short Message Service (“SMS”) services distributed on the 2.5G cellular wireless network (“2.5G”) mobile technology platform.  The Company has a website at www.mopietek.com, which includes information the Company does not desire to incorporate by reference into this filing.

On or about December 10, 2007, the Company, entered into a memorandum of understanding with Private Capital Group.  Pursuant to the memorandum of understanding, Private Capital Group agreed to engage the necessary counsel to prepare and file this registration statement with the Securities and Exchange Commission.  Private Capital Group is also to assist in the selection of the appropriate market makers and will assist in identifying investor relations firms.  The fees payable to Private Capital Group in connection with the agreement total $250,000.

Luckybull Limited, a British Virgin Islands corporation (“Luckybull”), previously owned the entire registered capital of Molong Information Technology (Shanghai) Co., Ltd., a PRC corporation (“Molong”).  Pursuant to a service and technology contract with Shanghai Mopietek Information Technology Co., Ltd., a company organized under the laws of the PRC (“Mopietek”), Molong effectively manages and controls Mopie Tech.  On or about August 22, 2007, Tan Kee Chen, an individual and the sole shareholder of Luckybull, agreed to enter into a Sale and Purchase Agreement with Enzer Corporation Limited, a Republic of Singapore corporation (“Enzer”), whereby Mr. Chen would sell the entire paid-up share capital of Luckybull to Enzer in exchange for $20,000,000 Singapore Dollars (“S$”) and S$10,000,000 worth of ordinary shares in the share capital of Enzer.  This Sale and Purchase Agreement was never finalized or consummated, and the agreement was subsequently amended by the Supplemental Agreement, as described below.

December 2007, Mopie entered into a Stock Purchase Agreement with Luckybull and its shareholder, whereby the Company acquired 100% of the issued and outstanding shares of Luckybull in exchange for a Convertible Promissory Note (the “Luckybull Note”) in the aggregate amount of $30,000,000 Singapore Dollars with the Luckybull shareholders named as the payee.  The Luckybull Note is payable within 180 days of the closing of the Stock Purchase Agreement, or, in the event the Note is not paid within 180 days of the closing, the Luckybull shareholders would receive 22,500,000 shares in the Company (which was subsequently amended to provide for the issuance of 4,500,000 shares), representing 90% of the Company’s outstanding shares.  Closing of this Stock Purchase Agreement was delayed, and subsequently the parties to the agreement entered into another agreement to reconfirm the terms and amend certain provisions of the Stock Purchase Agreement, as described below.

In or about February 2008, Tan Kee Chen and Enzer negotiated a Supplemental Agreement that amended the terms of the Sale and Purchase Agreement entered into on or about August 22, 2007.  Pursuant to the Supplemental Agreement, Mr. Tan would sell Enzer up to ninety percent (90%) of the entire issued and paid-up capital of the Company held by Mr. Chen, at such time as certain prerequisites occur, which include, but are not limited to (a) the Company being listed on the Over-the-Counter-Bulletin Board; (b) Enzer’s shareholders approving the Supplemental Agreement; and (c) that a bond subscription agreement dated November 9, 2007, entered into between Enzer and D.B. Zwirn Mauritius Trading No. 3 Limited, must be completed.  Enzer was to pay the same consideration for the 90% of share capital of the Company held by Mr. Chen as it was contracted to pay in the prior Sale and Purchase Agreement--S$20,000,000 and S$10,000,000 worth of ordinary shares in the share capital of Enzer.

-6-

In February 2008, the Company sold 430,000 shares of its ordinary shares to 43 offshore investors for $43,000 or $0.10 per share.  In or around July 2008, each of the investors agreed pursuant to Agreements to Amend Subscription Agreement In Mopie (BVI) Limited, to accept one-fifth (1/5) as many shares as contemplated by their original subscription agreement, and as a result, the investors were issued 86,000 ordinary shares in consideration for $43,000 or $0.50 per share.

On or about July 14, 2008, Mopie, Luckybull and its sole shareholder, Tan Kee Chen, entered into an Agreement to Reconfirm and Amend Stock Purchase Agreement Between Mopie (BVI) Limited and Luckybull Limited (the “Reconfirmation Agreement”).  The Reconfirmation Agreement had an effective date of December 31, 2007 and provided that all terms and conditions of the Stock Purchase Agreement and the Luckybull Note are in full force and effect, and binding upon the parties to the agreement, subject to the following amendments.  The Reconfirmation Agreement amended the Stock Purchase Agreement and Luckybull Note to provide that Mr. Chen will receive 4,500,000 shares of the Company’s common stock, in lieu of the 22,500,000 shares originally provided for in the Stock Purchase Agreement.  Also pursuant to the Reconfirmation Agreement, the Luckybull Note automatically converted into the 4,500,000 shares of common stock.

In August 2008, with an effective date of November 29, 2007, the Company entered into a Consulting Agreement with Private Capital Group (BVI) Limited (“PCG”), which holds 500,000 shares of the Company’s common stock; pursuant to which PCG agreed to perform consulting services for the Company in connection with the Company’s business, public listing and general business strategy moving forward.  Pursuant to the terms of the Consulting Agreement, the Company agreed to pay PCG a monthly consulting fee, beginning on August 1, 2008, equal to $2,500 per month, increasing to $7,500 per month in the event the Company completes any transaction over $2,000,000, and the Company agreed to pay PCG $200,000 upon the Company obtaining a listing on the Over-The-Counter Bulletin Board. In connection with and pursuant to the Consulting Agreement, PCG agreed to cancel 300,000 of the 800,000 shares of common stock which it was issued in November 2007 in consideration for services rendered to the Company in connection with the Company’s formation, effective as of November 29, 2007, in consideration for the Company agreeing to the terms of the Consulting Agreement.  The Consulting Agreement is in effect for a term of three years, ending on July 31, 2011.  The Consulting Agreement can be terminated by the Company at any time due to PCG’s gross negligence or willful misconduct, by PCG at any time upon the Company’s gross negligence or willful misconduct and/or upon the mutual consent of the parties.

In August 2008, we entered into an Amended and Restated Stock Purchase Agreement, which made certain clerical and non-material amendments to the December 2007 Stock Purchase Agreement in connection with British Virgin Islands law.

-7-

THE OFFERING

Ordinary Shares to be Resold…	86,000 Ordinary Shares
Ordinary Shares Outstanding Prior
to the Offering	5,086,000 Shares
Ordinary Shares Outstanding Subsequent
to the Offering	5,086,000  Shares
Use of Proceeds	We will not receive any proceeds from the shares offered by the Selling Stockholders. See "Use of Proceeds."
Offering Price	The offering price of the shares has been arbitrarily determined by us based on estimates of the price that purchasers of speculative securities, such as the shares, will be willing to pay considering the nature and capital structure of our Company, the experience of our officers and Directors and the market conditions for the sale of equity securities in similar companies. The offering price of the shares bears no relationship to the assets, earnings or book value of us, or any other objective standard of value. We believe that no shares will be sold by the Selling Stockholders prior to us becoming a publicly traded company, at which time the Selling Stockholders will sell shares based on the market price of such shares. We are not selling any Ordinary Shares, and are only registering the re-sale of Ordinary Shares previously sold by us.
No Market	There has not been any market for our securities in the U.S. or any foreign markets in the past, and no market currently exists for our securities in the U.S. or in any foreign markets.  No assurance is provided that a market will be created for our securities in the future, or at all. If in the future a market does exist for our securities, it is likely to be highly illiquid and sporadic.
Risk Factors	The securities offered hereby involve a high degree of risk.  See "Risk Factors," below.

-8-

SUMMARY CONSOLIDATED FINANCIAL DATA

You should read the following summary financial data in conjunction with our consolidated financial statements and the related notes, "Selected Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this document.  Our financial statements are reported in United States dollars and presented in accordance with accounting principles generally accepted in the United States of America.  The financial reports mentioned above have all been audited by Li & Company, PC.

When we refer to "U.S. dollars," "US$" and "$" in this document, we are referring to United States dollars, the legal currency of the United States.

-9-

SUMMARY BALANCE SHEET

	December 31, 2007			December 31, 2006
ASSETS
CURRENT ASSETS:
Cash	$	114,792		$	856,806
Restricted cash		27,418
Accounts receivable, net of allowance for doubtful accounts		41,850			85,667
of $87,706 and $0
Due from related parties		157,292			185,208
Prepayments and other current assets		33,956			20,706
Total Current Assets		375,307			1,148,387
PROPERTY AND EQUIPMENT, net		122,604			97,083
SECURITY DEPOSIT		12,612			9,062
Total Assets	$	510,524		$	1,254,532
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	24,339		$	-
Accrued expenses and other current liabilities		62,867			48,592
Total Current Liabilities		87,206			48,592
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, no par value, 10,000,000 shares authorized,
5,000,000 shares issued and outstanding		1,208,240			1,208,240
Additional paid-in capital		150,000			150,000
Accumulated deficit		(1,019,291	)		(188,066	)
Accumulated other comprehensive income:
Foreign currency translation gain		84,369			35,766
Total Stockholders' Equity		423,318			1,205,940
Total Liabilities and Stockholders' Equity	$	510,524		$	1,254,532

-10-

SUMMARY COMBINED AND CONSOLIDATED

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

	December 31, 2007			December 31, 2006		December 31, 2005
NET REVENUES	$	793,991		$	3,676,547	$	360,550
Total operating expenses		1,620,592			2,618,159		1,498,178
INCOME (LOSS) FROM OPERATIONS		(826,601	)		1,058,388		(1,137,628	)
Total other (income) expense, net		4,624			1,092		(739	)
NET INCOME (LOSS)		(831,225	)		1,057,296		(1,136,889	)
OTHER COMPREHENSIVE INCOME:
Foreign currency translation gain		48,603			25,094		10,672
COMPREHENSIVE INCOME (LOSS)	$	(782,622	)	$	1,082,390	$	(1,126,217	)

-11-

Risk Factors

The Company is subject to a number of risks and uncertainties.  If any of the following risks occur, our business, results of operations and financial condition would likely suffer.  In any such events, the market price of our Ordinary Shares could decline and you may lose all or part of your investment in our Ordinary Shares.

Risks Related to Our Contractual Relationships with China Mobile, China Unicom, and Other Business Partners

OUR BUSINESS DEPENDS ON CONTRACTS WITH CHINA MOBILE AND CHINA UNICOM, AND THESE CONTRACTS COULD BE TERMINATED IN THE FUTURE.

We offer our wireless value-added services to consumers through the two mobile phone operators in China, China Mobile and China Unicom, which service nearly all of China’s approximately 430 million mobile phone subscribers.  Our services are provided pursuant to contracts we have with the provincial or local affiliates of China Mobile and with China Unicom. Each of these contracts is non-exclusive, and has a limited term (generally one or two years). We usually renew these contracts or enter into new ones when the prior contracts expire, but on occasion the renewal or new contract can be delayed by periods of one month or more. The terms of these contracts vary, but the operators are generally entitled to terminate them in advance for a variety of reasons or, in some cases, for no reason, in their sole discretion. For example, several of our contracts with the mobile operators can be terminated if: 

· we fail to achieve performance standards which are established by the applicable operator from time to time,

· we breach our obligations under the contracts, which include, in many cases, the obligation not to deliver content that violates the operator’s policies and applicable law, and exclusivity provisions prohibiting us from offering services which are the same as the services we provide to any other telecommunications service providers,

· the operator receives high levels of customer complaints about our services, or

· the operator sends us written notice that it wishes to terminate the contract at the end of the applicable notice period.

We depend on China Mobile and China Unicom for delivery of our services, and the termination of our various contracts with either of them or their provincial or local affiliates could materially and adversely impact our business, and/or cause the value of our securities to become devalued or worthless.

OUR BUSINESS DEPENDS ON CONTRACTS WITH CHINA MOBILE AND CHINA UNICOM, AND THESE CONTRACTS COULD BE ALTERED IN THE FUTURE

We may also be compelled to alter our arrangements with China Mobile and China Unicom in ways which adversely affect our business in the future. China Mobile and China Unicom have unilaterally changed their policies as applied to third party service providers in the past, and may do so again in the future. For example, China Mobile banned all cooperative arrangements known as ‘‘SMS Website Unions’’ in July 2003, effectively precluding large service providers from aggregating unregistered web sites and utilizing China Mobile’s billing platform to gather fees for these services. In August 2003, China Mobile further banned service providers from using its network to charge customers for services which were deemed by it to be not purely wireless services. Although we were not engaged in these activities and, therefore, these particular policy changes did not impact our business, we may not be able to adequately respond to negative developments in our contractual relationships with China Mobile and China Unicom in the future because we are not able to predict such unilateral policy changes.  If this were to happen, the value of our securities could become devalued or become worthless.

-12-

OUR BUSINESS COULD BE ADVERSELY AFFECTED IF CHINA MOBILE OR CHINA UNICOM OR BOTH BEGIN PROVIDING THEIR OWN WIRELESS VALUE-ADDED SERVICES.

Our business may be adversely affected if China Mobile or China Unicom or both decide to begin providing their own wireless value-added services to mobile phone users. In that case, we would not only face enhanced competition, but could be partially or fully denied access to their networks.  Lack of access to their networks would have a materially adverse effect on our business, and could cause us to curtail and/or abandon our business operations, which could cause the value of our securities to become worthless.

WE HAVE COMMITTED TO PROVIDE A SUBSTANTIAL AMOUNT OF MONEY TO PRIVATE CAPITAL GROUP (BVI) LIMITED PURSUANT TO THE TERMS OF A CONSULTING AGREEMENT.

In August 2008, with an effective date of November 29, 2007, the Company entered into a Consulting Agreement with Private Capital Group (BVI) Limited (“PCG”, which holds 500,000 shares of our common stock), pursuant to which PCG agreed to perform consulting services for the Company in connection with the Company’s business, public listing and general business strategy moving forward.  Pursuant to the terms of the Consulting Agreement, the Company agreed to pay PCG a monthly consulting fee, beginning on August 1, 2008, equal to $2,500 per month, increasing to $7,500 per month in the event the Company completes any transaction over $2,000,000, and the Company agreed to pay PCG $200,000 upon the Company obtaining a listing on the Over-The-Counter Bulletin Board. The Consulting Agreement is in effect for a term of three years, ending on July 31, 2011.  As a result, the Company has committed to paying PCG a significant amount of monthly consulting fees and/ a significant listing fee, assuming the Company’s listing on the Over-The-Counter Bulletin Board.  The Company may not have sufficient capital to expand its operations and/or pay its ongoing liabilities following the payment of the required fees to PCG.

 WE DEPEND ON CHINA MOBILE AND CHINA UNICOM TO PAY US FEES AND MAINTAIN ACCURATE RECORDS OF THOSE FEES.

We depend on China Mobile and China Unicom to maintain accurate records of the fees paid by users and their willingness to pay us. Specifically, the mobile operators provide us with monthly statements that do not provide itemized information regarding which of our services are being paid for; further, the monthly statements do not contain revenue and billing and transmission failure information on a service-by-service basis.  As a result, monthly statements that we have received from the mobile operators cannot be reconciled to our own internal records.  In addition, we have only limited means to independently verify the information provided to us in this regard because we do not have access to the mobile operators’ internal records. Our business and results of operation could be adversely affected if these mobile phone companies miscalculate the revenue generated from our services and our portion of that revenue.

-13-

OUR REVENUES AND COST OF SERVICES ARE AFFECTED BY BILLING AND TRANSMISSION FAILURES WHICH ARE OFTEN BEYOND OUR CONTROL.

We do not collect fees for our services from China Mobile and China Unicom in a number of circumstances, including if: 

· the delivery of our service to a customer is prevented because his or her phone is turned off for an extended period of time, the customer’s prepaid phone card has run out of value or the customer has ceased to be a customer of the applicable operator,

· China Mobile or China Unicom experiences technical problems with its network which prevents the delivery of our services to the customer,

· we experience technical problems with our technology platform that prevents delivery of our services, or

· the customer refuses to pay for our service due to quality issues or other problems

These situations are known in the industry as billing and transmission failures, and we do not recognize any revenue for services which are characterized as billing and transmission failures. The failure rate can vary among the operators, and by province, and also has fluctuated significantly in the past, for example, ranging on a monthly basis from 3.6% to 81.4% of the total billable messages which are reflected in our internal records during 2003.  The current failure rate for our text messages is only around 3% however.  Billing and transmission failures therefore will significantly lower the revenue we record. We are also required to pay some of our content providers a percentage of the revenue received from or confirmed by the mobile operators with respect to services incorporating the content providers’ products. In calculating the fees payable to these providers, we make estimates to take into account billing and transmission failures which may have been applicable to the services incorporating the providers’ products, and reduce the fees payable by us accordingly. Nonetheless, as estimates involve making assumptions which may prove inaccurate, we have in the past paid, and may continue to pay, such providers fees which are disproportionate to what we have been paid for the relevant service.  Additionally, if in the future, the number of billing and transmission failures are significant, our revenues could be adversely affected, which could cause the value of our securities, if any, to decrease in value or become worthless.

BECAUSE CHINA MOBILE AND CHINA UNICOM DO NOT SUPPLY US WITH REVENUE AND TRANSMISSION INFORMATION ON A SERVICE-BY-SERVICE BASIS, WE CAN ONLY ESTIMATE OUR ACTUAL GROSS REVENUE AND OUR COST OF SERVICES BY SERVICE TYPE AND WHICH OF OUR SERVICES ARE OR MAY BE PROFITABLE, ALL OF WHICH MAKE IT DIFFICULT TO ANALYZE THE FACTORS AFFECTING OUR FINANCIAL PERFORMANCE.

China Mobile’s and China Unicom’s monthly statements to service providers regarding the services provided through their networks currently do not contain revenue and billing and transmission failure information on a service-by-service basis. Although we maintain our own records reporting the services provided, we can only estimate our actual gross revenue and cost of services by service type because we are unable to confirm which services were transmitted but resulted in billing and transmission failures. As a result, we are not able to definitively calculate and monitor service-by-service revenue, margins and other financial information, such as average revenue per user by service and total revenue per user by service, and we also cannot definitively determine which of our services are or may be profitable.

-14-

CHINA MOBILE AND CHINA UNICOM MAY IMPOSE HIGHER SERVICE OR NETWORK FEES ON US IF WE ARE UNABLE TO SATISFY CUSTOMER USAGE AND OTHER PERFORMANCE CRITERIA.

Fees for our wireless value-added services are charged on a monthly subscription or per use basis. Based on our contractual arrangements, we rely on China Mobile and China Unicom for both billing of, and collection from, mobile phone users of fees for our services.  China Mobile and China Unicom generally charge us service fees of 15% and 12%, respectively, of the revenues generated by our services.  To the extent that the number of messages sent by us over China Mobile’s network exceeds the number of messages our customers send to us, we must pay per message network fees, which decrease in several provinces as the volume of customer usage of our services increases.  The number of messages sent by us will exceed those sent by our users, for example, if a user sends us a single message to order a game, we in turn must send that user several messages to confirm his or her order and deliver the game itself.

Our service fees for China Unicom could also rise if we fail to meet certain customer usage, revenue and other performance criteria. We cannot be certain that we will be able to satisfy these criteria in the future or that the mobile operators will keep the criteria at their current levels. Any increase in China Mobile’s or China Unicom’s network fees and service charges could reduce our gross margins.

CHINA MOBILE AND CHINA UNICOM MAY NOT AUTHORIZE OUR SERVICES TO BE OFFERED ON THEIR NETWORKS IF WE FAIL TO ACHIEVE MINIMUM CUSTOMER USAGE, REVENUE AND OTHER CRITERIA.

Our business could be adversely affected if we fail to achieve minimum customer usage, revenue and other criteria imposed or revised by China Mobile and China Unicom at their discretion from time to time.  China Mobile and China Unicom, through their provincial and local offices, have historically preferred to work only with a small group of the best performing wireless value-added service providers.  The performance factors are based upon the uniqueness of the service offered by each provider, total number of users, usage and revenue generated in the applicable province or municipality, the rate of customer complaints, and marketing expenditures in the applicable province or municipality.

THE SERVICES WE OFFER AND THE PRICES WE CHARGE ARE SUBJECT TO PRIOR APPROVAL BY CHINA MOBILE AND CHINA UNICOM, AND IF REQUESTED APPROVALS ARE NOT GRANTED IN A TIMELY MANNER, OUR BUSINESS COULD BE ADVERSELY AFFECTED.

We must obtain prior approval from China Mobile and China Unicom with respect to each service that we propose to offer to their customers and the pricing for such service. In addition, any changes in the pricing of our existing services must be approved in advance by these operators. There can be no assurance that such approvals will be granted in a timely manner or at all. Moreover, under some of our contracts with the operators, we cannot change prices more than once every six months or charge prices outside of a fixed range. Failure to obtain, or a delay in, obtaining such approvals could place us at a competitive disadvantage in the market and adversely affect our revenues and results of operations.

IF THE CHINESE GOVERNMENT GRANTS WIRELESS LICENSES TO NEW PROVIDERS, WE MAY NOT BE ABLE TO DEVELOP COOPERATIVE RELATIONSHIPS WITH THESE PARTIES.

The Chinese government recently granted licenses to offer wireless services in China to China Netcom Corporation Ltd. (“China Netcom”) and China Netcom Corporation Ltd. (“China Netcom”).  Its is also possible that the Chinese government may grant additional licenses to other parties in the future. We have not yet developed close business relationships with those parties as we have done with the existing mobile operators, China Mobile and China Unicom. As a result, if China Telecom and China Netcom become successful in the market and we are unable to develop cooperative relationships with them, our business could be adversely affected if they take market share for wireless value-added services away from China Mobile and China Unicom. It is also possible that China Telecom, China Netcom and any other parties receiving wireless licenses may decide to offer wireless value-added services created by themselves, rather than by third party service providers such as our company. In that case, we would be in direct competition with those operators, and our business could be adversely affected if we are not able to compete effectively against them.  As a result, we may be forced to curtail or abandon our current operations, and any investment in the Company may become worthless.

-15-

Additional Risks Related to Our Company

WE MAY NOT BE ABLE TO CONTINUE OUR BUSINESS PLAN AND BUSINESS ACTIVITIES WITHOUT ADDITIONAL FINANCING.

We depend to a great degree on the ability to attract external financing. The Company anticipates the need for approximately $1,200,000 of additional funding to support its current operations and pay its ongoing expenses for the next twelve months and will require an additional $3,800,000 of funding to expand its operations and technology in China and for additional research and development.  After this Registration Statement is declared effective by the Commission, the Company plans to take steps to raise additional funding through the sale of debt or equity securities, of which there can be no assurance.  In the event the Company is unable to raise the additional capital described above, it will likely be forced to curtail its operations and expansion plans, and if necessary, the Company believes it can continue its operations without additional funding at a reduced level for approximately six to nine months.  If we are unable to raise the additional funds required for our business activities in the future, we may be forced to abandon our current business plan.  If you invest in us and we are unable to raise the required funds, your investment could become worthless.

WE OPERATE IN A RAPIDLY EVOLVING INDUSTRY, WHICH MAY MAKE IT DIFFICULT FOR INVESTORS TO EVALUATE OUR BUSINESS.

We began offering wireless value-added services commercially in China in 2004, and since that time, the technologies and services used in the wireless value-added services industry in China have developed rapidly. As a result of this rapid and continual change in our industry, you should consider our prospects in light of the risks and difficulties frequently encountered by companies in an early stage of development. These risks include our ability to: 

· attract and retain users for our wireless value-added services,

· expand the content and services that we offer and, in particular, develop and aggregate innovative new content and service offerings,

· respond effectively to rapidly evolving competitive and market dynamics and address the effects of mergers and acquisitions among our competitors,

· migrate existing users to subscription-based offerings in order to build a large and stable user base and generate recurring revenue, 

· maintain, expand and enhance our relationships with international media companies and other strategic partners, and 

· increase awareness of our brand and user loyalty.

Due to these factors, there can be no certainty that we will be able to maintain or increase our current share of the highly competitive market in which we operate in the future.

-16-

SEVERAL OF OUR SENIOR MANAGERS HAVE WORKED TOGETHER FOR A RELATIVELY SHORT PERIOD OF TIME, AND THEY MAY NOT PROVE AS EFFECTIVE AS ANTICIPATED.

Several of our senior managers, including our Chief Executive Officer, Chief Operating Officer and Chief Technology Officer, joined our company in mid 2007 and, accordingly, have worked together at our company for a relatively short period of time. Due to the fact that these managers joined our company only recently and have relatively limited experience working with each other, it is difficult to predict how successful they will be, and our management team may not be as effective as anticipated. Our business strategy may not be realized to its full extent and our business may suffer if these senior managers cannot work together as a team.

THE SUCCESS OF SOME OF OUR SERVICES IS SIGNIFICANTLY DEPENDENT ON OUR ABILITY TO OBTAIN, CUSTOMIZE AND LOCALIZE DESIRABLE CONTENT AND TECHNOLOGY FROM THIRD PARTIES.

We are increasingly obtaining much of our content, including wireless games, logos, music, news and other information, from third parties. Furthermore, we expect that we will license technology in connection with our development of next generation services such as multimedia messaging service (“MMS”) and JAVA in the future. As the market for wireless value-added services develops, content and technology providers may attempt to increase their profits from these distribution and localization arrangements by demanding a greater share of revenue or other fees, which would adversely affect our financial performance. Many of our arrangements with content and technology providers are non-exclusive, short-term and subject to renewal. If our competitors are able to provide such content in a similar or superior manner or to license the same technologies, it could adversely affect the popularity of our services and our negotiating leverage with third party providers.  As a result, the value of our securities could decline in value and/or become worthless.

WE DEPEND ON KEY PERSONNEL FOR THE SUCCESS OF OUR BUSINESS, AND OUR BUSINESS MAY BE SEVERELY DISRUPTED IF WE LOSE THE SERVICES OF OUR KEY EXECUTIVES AND EMPLOYEES OR FAIL TO ADD NEW SENIOR AND MIDDLE MANAGERS.

Our future success is heavily dependent upon the continued service of our key executives and our ability to attract and retain qualified senior and middle managers to our management team. If one or more of our current or future key executives and employees are unable or unwilling to continue in their present positions, we may not be able to easily replace them, and our business may be severely disrupted. In addition, if any of these key executives or employees joins a competitor or forms a competing company, we could lose customers and suppliers and incur additional expenses to recruit and train personnel. Each of our executive officers has entered into an employment agreement and a confidentiality, non-competition and non-solicitation agreement with us. We do not maintain key-man life insurance for any of our key executives.

We also rely on a number of key technology staff for the operation of our company. Given the competitive nature of our industry, the risk of key technology staff leaving our company is high and could disrupt our operations.

-17-

RAPID GROWTH AND A RAPIDLY CHANGING OPERATING ENVIRONMENT STRAIN OUR LIMITED RESOURCES.

We have limited operational, administrative and financial resources, which may be inadequate to sustain the growth we want to achieve. As our user base increases, we will need to increase our investment in our technology infrastructure, facilities and other areas of operations, in particular our product development, customer service and sales and marketing which are important to our future success. If we are unable to manage our growth and expansion effectively, the quality of our services and our customer support could deteriorate and our business may suffer. For example, any such performance issue could prompt China Mobile, China Unicom or both to cease offering our services over their networks. Our future success will depend on, among other things, our ability to:

· develop and quickly introduce new services, adapt our existing services and maintain and improve the quality of all of our services, particularly as new mobile technologies such as 3G are introduced, 

· effectively maintain our relationships with China Mobile and China Unicom, 

· expand the percentage of our revenues which are recurring and are derived from monthly subscription based services,

· enter into and maintain relationships with desirable content providers,

· continue training, motivating and retaining our existing employees and attract and integrate new employees, including our senior management, most of whom have been with our company for less than one year,

· develop and improve our operational, financial, accounting and other internal systems and controls, and

· maintain adequate controls and procedures to ensure that our periodic public disclosure under applicable laws, including U.S. securities laws, is complete and accurate.

ANY FAILURES OF THE MOBILE TELECOMMUNICATIONS NETWORK, THE INTERNET OR OUR TECHNOLOGY PLATFORM MAY REDUCE USE OF OUR SERVICES.

Both the continual accessibility of China Mobile’s and China Unicom’s mobile networks and the performance and reliability of China’s Internet infrastructure are critical to our ability to attract and retain users. Moreover, our business depends on our ability to maintain the satisfactory performance, reliability and availability of our technology platform. The servers which constitute the principal system hardware for our operations are located in Shanghai and Beijing, China. We maintain backup system hardware in our offices in Shanghai, but cannot be certain such backup will be adequate if there are problems with our primary system hardware. Any server interruptions, break-downs or system failures, including failures caused by sustained power shutdowns, floods or fire causing loss or corruption of data or malfunctions of software or hardware equipment, or other events outside our control that could result in a sustained shutdown of all or a material portion of the mobile networks, the Internet or our technology platform, could adversely impact our ability to provide our services to users and decrease our revenues.

IF OUR EXCLUSIVE PROVIDERS OF BANDWIDTH AND SERVER CUSTODY SERVICE FAIL TO PROVIDE THESE SERVICES OR INCREASES THEIR PRICES, OUR BUSINESS COULD BE ADVERSELY AFFECTED.

We rely on affiliates of Chine Mobile, China Unicom, China Telecom, China Netcom, and any other wireless providers that the Chinese government may approve in the future, to provide us with bandwidth and server custody service for our services pursuant to contracts which have one-year terms, in the case of China Mobile, or are terminable at the discretion of either party, in the case of China Netcom, and are usually in the standard forms of the respective service provider.  Currently, the Company only has such agreements with affiliates of China Mobile, but could potentially enter into such agreements with other providers in the future. If China Mobile or its respective affiliates fail to provide such services, it may be difficult, if not impossible, to find a substitute provider on a timely basis or at all. In addition, we have no control over the costs of the services provided by China Mobile or any other providers. If China Mobile or its respective affiliates fail to provide these services or raise their prices, our business could be adversely affected.

-18-

OUR CORPORATE STRUCTURE COULD BE DEEMED TO BE IN VIOLATION OF CURRENT OR FUTURE CHINESE LAWS AND REGULATIONS WHICH COULD ADVERSELY AFFECT OUR BUSINESS OPERATIONS.

In connection with China’s entry into the World Trade Organization (“WTO”), foreign investment in telecommunications and Internet services in China was liberalized to allow for 30.0% foreign ownership in value-added telecommunication and Internet services in 2002, 49.0% in 2003 and 50.0% thereafter.

According to the Catalogue of Industries for Guiding Foreign Investment (Revised 2007) and laws relevant thereto, the telecom industries belong to restricted categories, and any foreign investment in this category should obtain the authority’s approval in advance. Although Mopie Tech is a wholly owned PRC domestic company, Molong may control it or some of its actions through arrangements without any prior authority’s approval. However, there are substantial uncertainties regarding the interpretation and application of current or future relevant PRC laws and regulations, and such arrangements may be regarded as elusion actions against the industrial regulations, and then be judged void and unenforceable.

The Agreements provide that Molong will act as the exclusive provider of certain technical and management consulting services to Mopietek. Article 41 of the PRC Enterprise Income Tax Law (“EIT Law”) stipulates that “where the income or the taxable income is reduced by the enterprise’s associated business violating the independent business principle, the tax authority shall have the power to make adjustment(s) to such business”. Since Molong and Mopietek may be deemed as associated enterprises under Article 41 of the EIT Law, if the service fees and consideration set forth in the Agreements should be reviewed by local tax authorities, adjustments may be made to such service fees and consideration.

WE ENGAGE IN BROAD DISTRIBUTIONS OF SHORT MESSAGE SERVICE MESSAGES TO CHINA MOBILE’S AND CHINA UNICOM’S CUSTOMERS TO PROMOTE OUR SERVICES, AND ANY LIMITATIONS ON SUCH DISTRIBUTIONS COULD ADVERSELY AFFECT THE MARKETING OF OUR SERVICES AND OUR REVENUES.

One of our marketing activities which has been relatively successful is broad distributions of Short Message Services (“SMS”) messages to China Mobile’s and China Unicom’s customers, known as ‘‘SMS pushes.’’ The number and content of SMS pushes we are able to distribute is already subject to limitations by the mobile operators, including, for example, a requirement that the SMS pushes can only be distributed to SMS users who have used services which are the same or similar to those promoted in the push. In addition, the Shanghai municipal government has issued a provisional regulation prohibiting SMS pushes to users who have not consented to receiving SMS pushes. If the operators’ customers find continuing SMS pushes to be a nuisance, they may complain to the operators, which may in turn impose further limitations on, or even ban, SMS pushes. Furthermore, the Chinese government may further impose specific regulations that limit or prohibit SMS pushes. Any limitations or prohibitions on our ability to market via SMS pushes could adversely affect the marketing of our services, our ability to attract and retain customers and thus our revenues, which could in turn cause the value of our securities, if any, to decline in value.

-19-

COMPUTER VIRUSES AND HACKING MAY CAUSE DELAYS OR INTERRUPTIONS ON OUR SYSTEMS AND MAY REDUCE USE OF OUR SERVICES AND HARM OUR REPUTATION.

Computer viruses and hacking may cause delays or other service interruptions on our systems. ‘‘Hacking’’ involves efforts to gain unauthorized access to information or systems or to cause intentional malfunctions or loss or corruption of data, software, hardware or other computer equipment. In addition, the inadvertent transmission of computer viruses could expose us to a material risk of loss or litigation and possible liability. We may be required to expend significant capital and other resources to protect our systems against the threat of such computer viruses and hacking and to rectify any damage to our systems. Moreover, if a computer virus or hacking which affects our systems is highly publicized, our reputation could be materially damaged and usage of our services may decrease.

OUR REVENUES FLUCTUATE SIGNIFICANTLY AND MAY ADVERSELY IMPACT THE TRADING PRICE OF OUR SECURITIES, ASSUMING OUR SECURITIES ARE PUBLICLY TRADED IN THE FUTURE.

Our revenues and results of operations have varied in the past and may continue to fluctuate in the future. Many of the factors that cause such fluctuation are outside our control. Steady revenues and results of operations will depend largely on our ability to:

· attract and retain users in the increasingly competitive wireless value-added services market in China,

· expand the percentage of our revenues which are recurring and are derived from monthly subscription based services,

· successfully implement our business strategies, and

· update and develop our services, technologies and content, including aggregating, customizing and localizing third party technologies and content for the China market.

Because the wireless value-added services industry in China is new and rapidly evolving and our business is also relatively new and has experienced significant volatility in terms of financial results as a result of the factors stated above, you should not rely on quarter-to-quarter comparisons of our results of operations as an indication of our future performance. It is possible that future fluctuations may cause our results of operations to be below the expectations of market analysts and investors. This could cause the trading price of our securities to decline in value.

WE MAY BE HELD LIABLE FOR INFORMATION DISPLAYED ON OR RETRIEVED FROM OUR SERVICE OFFERINGS.

We may face liability for defamation, negligence, copyright, patent or trademark infringement and other claims based on the nature and content of the materials that are provided via our wireless value-added services. For example, we could be subject to defamation claims for messages posted on our services that allow chatting, or SMS news updates sent to users by us could possibly be deemed to contain state secrets in violation of applicable Chinese law. In addition, third parties could assert claims against us for losses incurred in reliance on information distributed by us. If such disputes occur, we may incur significant costs in investigating and defending these claims, even if they do not result in liability.

WE MAY NOT BE ABLE TO ADEQUATELY PROTECT OUR INTELLECTUAL PROPERTY, AND WE MAY BE EXPOSED TO INFRINGEMENT CLAIMS BY THIRD PARTIES.

Moving forward, we plan on applying for multiple trademarks and copyright certificates in China and/or other jurisdictions.  We will rely on a combination of copyright, trademark and trade secret laws, as well as contractual restrictions on disclosure to protect our intellectual property rights in the future. Our efforts to protect our proprietary rights may not be effective to prevent unauthorized parties from copying or otherwise obtaining and using our technology and content, particularly in China where the laws may not protect our proprietary rights as fully as in the United States. Monitoring unauthorized use of our services is difficult and costly, and we cannot be certain that the steps we take will effectively prevent misappropriation of our technology and content. For example, competitors could copy one or more of our downloadable icons, and we may not become aware of the infringement in a timely manner or at all or be able to take effective action to enforce our rights.

-20-

From time to time, we may have to resort to litigation to enforce our intellectual property rights, which could result in substantial costs and diversion of our resources. In addition, third parties may initiate litigation against us for alleged infringement of their proprietary rights. In the event of a successful claim of infringement and our failure or inability to develop non-infringing technology or content or license the infringed or similar technology or content on a timely basis, our business could suffer. Moreover, even if we are able to license the infringed or similar technology or content, license fees that we pay to licensors could be substantial or uneconomical.  As a result, the value of our securities, if any, could be adversely effected by our ability to protect our intellectual property rights.

WE HAVE LIMITED BUSINESS INSURANCE COVERAGE.

The insurance industry in China is still at an early stage of development. Insurance companies in China offer limited business insurance products, and do not, to our knowledge, offer business liability insurance. As a result, we do not have any business liability insurance coverage for our operations. Moreover, while business disruption insurance is available, we have determined that the risks of disruption and cost of the insurance are such that we do not require it at this time. Any business disruption, litigation or natural disaster might result in substantial costs and diversion of resources.

FUTURE ACQUISITIONS MAY HAVE AN ADVERSE EFFECT ON OUR ABILITY TO MANAGE OUR BUSINESS.

Selective acquisitions form part of our strategy to further expand our business. If we are presented with appropriate opportunities, we may acquire additional businesses, technologies, services or products which are complementary to our core wireless value-added services business. Future acquisitions and the subsequent integration of new companies into ours would require significant attention from our management, in particular to ensure that the acquisition does not disrupt our relationships with China Mobile and China Unicom, or affect our users’ opinion of our services and customer support and is effectively integrated with our existing operations and wireless value-added services. The diversion of our management’s attention and any difficulties encountered in any integration process could have an adverse effect on our ability to manage our business. Future acquisitions would expose us to potential risks, including risks associated with the assimilation of new operations, services and personnel, unforeseen or hidden liabilities, the diversion of resources from our existing businesses and technologies, the inability to generate sufficient revenue to offset the costs and expenses of acquisitions and potential loss of, or harm to, relationships with employees and content providers as a result of integration of new businesses. Given the sophisticated technologies used in the wireless value-added services industry, the successful, cost-effective integration of other businesses’ technology platforms and services into our own would also be a critical, and highly complex, aspect of any acquisition.

WE MAY BECOME A PASSIVE FOREIGN INVESTMENT COMPANY, WHICH COULD RESULT IN ADVERSE U.S. TAX CONSEQUENCES TO U.S. INVESTORS.

We may be classified as a passive foreign investment company by the United States Internal Revenue Service for U.S. federal income tax purposes. Such characterization could result in adverse U.S. tax consequences to you if you are a U.S. investor. For example, if we are a passive foreign investment company, our U.S. investors will become subject to increased tax liabilities under U.S. tax laws and regulations and will become subject to burdensome reporting requirements. The determination of whether or not we are a passive foreign investment company will be made on an annual basis and will depend on the composition of our income and assets, including goodwill, from time to time. Specifically, we will be classified as a passive foreign investment company for U.S. tax purposes if 50.0% or more of our assets, based on an annual quarterly average, are passive assets, or 75.0% or more of our annual gross income is derived from passive assets. We have determined that virtually all of our income for 2003 was active income under the gross income test. However, as cash and cash equivalents (which constitute passive assets for passive foreign investment company testing purposes) have comprised a significant percentage of our assets (based on U.S. GAAP) in the past and are likely to do so following completion of this offering, the determination whether we were a passive foreign investment company in prior years or will be a passive foreign investment company in the future will depend on the valuation of our intangible assets (including goodwill and going concern value) which are not reflected in our financial statements. We did not obtain an appraisal of our intangible assets for passive foreign investment company testing purposes for prior periods, but we believe that the value of these intangibles exceeds the amount of our cash and cash equivalents. Our judgment is not binding on the Internal Revenue Service. In the future, the valuation of our intangible assets will be based, in part, on the then market value of our securities, which is subject to change. We cannot assure you that we will not be a passive foreign investment company for the current or any future taxable year. 

-21-

Risks Related to Our Industry

OUR ABILITY TO GENERATE REVENUES COULD SUFFER IF THE CHINESE MARKET FOR WIRELESS VALUE-ADDED SERVICES DOES NOT DEVELOP AS ANTICIPATED.

The wireless value-added services market in China has evolved rapidly over the last four years, with the introduction of new services, development of consumer preferences, market entry by new competitors and adaptation of strategies by existing competitors. We expect each of these trends to continue, and we must continue to adapt our strategy to successfully compete in our market.  In particular, we are currently focused on establishing a wide range of wireless value-added services for mobile phone handsets using 2.5G cellular wireless technologies. There can be no assurance, however, that these 2.5G technologies and any services compatible with them will be accepted by consumers or promoted by the mobile operators. Moreover, there are numerous other technologies in varying stages of development, such as third generation mobile technologies, which could radically alter or eliminate the market for SMS or 2.5G services.

Accordingly, it is extremely difficult to accurately predict consumer acceptance and demand for various existing and potential new offerings and services, and the future size, composition and growth of this market. Furthermore, given the limited history and rapidly evolving nature of our market, we cannot predict the price that wireless subscribers will be willing to pay for our services or whether subscribers will have concerns about security, reliability, cost and quality of service associated with wireless services. If acceptance of our wireless value-added services is different than anticipated, our ability to maintain or increase our revenue and profits could be materially and adversely affected.

THE POPULARITY OF OUR SERVICES WHICH OPERATE WITH NEXT GENERATION TECHNOLOGY STANDARDS ARE NECESSARILY DEPENDENT ON THE MARKET PENETRATION OF MOBILE HANDSETS THAT ARE COMPATIBLE WITH THOSE STANDARDS, WHICH IS BEYOND OUR CONTROL.

Mobile phone users can access our Multimedia Messaging Service (“MMS”), Wireless Access Protocol (“WAP”) and other services which operate with next generation technology standards only if they purchase handsets that are compatible with those standards. In particular, handsets that are 2.5G-compatible have historically been significantly more expensive in China than handsets using older technology such as the Global System for Mobile communications (“GSM”). Although the prices of 2.5G-compatible handsets have been dropping rapidly in recent quarters, we cannot be certain whether this trend will continue or the extent to which existing users will be willing to upgrade their mobile phones to obtain the latest technology. The pricing, marketing and other factors which affect the sales of more sophisticated mobile handsets are all outside of our control, and weak sales of mobile handsets for which we have developed services could adversely affect our business.

-22-

Risks Associated with Doing Business in China

POLITICAL AND ECONOMIC POLICIES OF THE CHINESE GOVERNMENT COULD AFFECT OUR INDUSTRY IN GENERAL AND OUR COMPETITIVE POSITION IN PARTICULAR

Since the establishment of the PRC in 1949, the Communist Party has been the governing political party in China.  The highest bodies of leadership are the Politburo of the Communist Party, the Central Committee and the National People's Congress.  The State Council, which is the highest institution of government administration, reports to the National People's Congress and has under its supervision various commissions, agencies and ministries, including Ministry of Foreign Trade and Economic Co-operation “MOFTEC”.  Since the late 1970s, the Chinese government has been reforming the Chinese economic system.  Reforms have included decollectivization of farms; legalization of interregional and international trade by individuals and businesses; legalization of markets in most goods and services; elimination of price controls; and privatization of some state-owned productive assets.  Reforms began in the farming sector and rural industry, and were later implemented in various service industries.  In the last five years, China has also begun dismantling large state monopolies in heavy industry.

Although the Company believes that economic reform and the macroeconomic measures adopted by the Chinese government have had and will continue to have a positive effect on the economic development in China, there can be no assurance that the economic reform strategy will not from time to time be modified or revised.  Such modifications or revisions, if any, could have a material adverse effect on the overall economic growth of China and investment in the wireless value-added industry in China.  Such developments could reduce, perhaps significantly, the demand for our products and services.  There is no guarantee that the Chinese government will not impose other economic or regulatory controls that would have a material adverse effect on our business.  Furthermore, changes in political, economic and social conditions in China, adjustments in policies of the Chinese government or changes in laws and regulations could adversely affect our industry in general and our competitive position in particular.  Changes in government policies might include increased restrictions on the nature of business activities that foreign-owned enterprises may perform or additional tax/fee/license requirements for foreign-owned enterprise or increased restrictions on the wireless and mobile phone industries, including restrictions on the nature of business activities that these industries may perform.

INFLATION AND CURRENCY MATTERS MAY REDUCE OUR SALES

In recent years, the Chinese economy has experienced periods of rapid growth as well as relatively high rates of inflation, which in turn has resulted in the periodic adoption by the Chinese government of various corrective measures designed to regulate growth and contain inflation.  Since 1993, the Chinese government has implemented an economic program designed to control inflation, which has resulted in the tightening of working capital available to Chinese business enterprises.  The recent Asian financial crisis has resulted in a general reduction in domestic production and sales, and a general tightening of credit, throughout China.

WE MAY SUFFER CURRENCY EXCHANGE LOSSES IF THE RENMINBI DEPRECIATES RELATIVE TO THE UNITED STATES DOLLAR

Our reporting currency is the United States Dollar, and substantially all of our assets and revenues from our activities in China are denominated in Renminbi. Financial statements will decline in value if the Renminbi depreciates relative to the United States Dollar.  Any such depreciation could adversely affect the market price of our Ordinary Shares.  Very limited hedging transactions are available in China to reduce our exposure to exchange rate fluctuations.  To date, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk.  While we may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedges may be limited and we may not be able to successfully hedge our exposure at all.  In addition, our currency exchange losses may be magnified by Chinese exchange control regulations that restrict our ability to convert Renminbi into United States Dollars.

-23-

WE MAY INADVERTENTLY VIOLATE CURRENT OR FUTURE CHINESE LAWS OR REGULATIONS, WHICH COULD POTENTIALLY SUBJECT US TO SEVERE PENALTIES.

The telecommunication laws and regulations in China are evolving and subject to interpretation and will likely change in the near future. Although wireless value-added services are subject to general regulations regarding telecommunication services, our current interpretation is that there are no Chinese laws at the national level explicitly governing wireless value-added services, such as our services related to SMS, MMS and WAP. Many providers of wireless value-added services have obtained various value-added telecommunication services licenses, such as the licenses possessed by our subsidiary, Shanghai Mopietek Information Technology Co., Ltd.. These value-added telecommunication licenses were issued by the local Shanghai Municipal Telecommunications Administration Bureau, and they may not be sufficient to offer wireless value-added services on a national basis.

If we or our subsidiaries or affiliates are found to be in violation of any existing or future Chinese laws or regulations regarding wireless value-added services or Internet access which is discussed in the following risk factor, the relevant Chinese authorities have the power to, among other things: 

· levy fines;

· confiscate our income or the income of our subsidiaries and affiliates;

· revoke our business license or the business license of our subsidiaries and affiliates;

· shut down our servers or the servers of our subsidiaries and affiliates and/or block any Websites that we operate; and

· require us to discontinue any portion or all of our wireless value-added services business.

The regulation of Internet Website operators is also unclear in China, and our business could be adversely affected if we are deemed to have violated applicable laws and regulations.

-24-

THE CHINESE GOVERNMENT, CHINA MOBILE OR CHINA UNICOM MAY PREVENT US FROM DISTRIBUTING CERTAIN CONTENT, AND WE MAY BE SUBJECT TO LIABILITY FOR CONTENT THAT THEY BELIEVE IS INAPPROPRIATE.

China has enacted regulations governing telecommunication service providers, Internet access and the distribution of news and other information. In the past, the Chinese government has stopped the distribution of information over the Internet that it believes to violate Chinese law, including content that is obscene, incites violence, endangers national security, is contrary to the national interest or is defamatory. In addition, we may not publish certain news items, such as news relating to national security, without permission from the Chinese government. Furthermore, the Ministry of Public Security has the authority to cause any local Internet service provider to block any Web site maintained outside China at its sole discretion.

China Mobile and China Unicom also have their own policies regarding the distribution of inappropriate content by wireless value-added service providers and have recently punished certain providers for distributing content deemed by them to be obscene. Such punishments have included censoring of content, delays in payments of fees by the mobile operators to the offending service provider, forfeiture of fees owed by the mobile operators to the offending service provider and suspension of the service on the mobile operators’ networks. Accordingly, even if we comply with Chinese governmental regulations relating to licensing and foreign investment prohibitions, if the Chinese government, China Mobile or China Unicom were to take any action to limit or prohibit the distribution of information or to limit or regulate any current or future content or services available to users, our revenues could be reduced and our reputation harmed.

-25-

Other Risk Factors

WE MAY NEED ADDITIONAL CAPITAL IN THE FUTURE AND IT MAY NOT BE AVAILABLE ON ACCEPTABLE TERMS

We believe that our current cash on hand along with our accounts receivable and recurring sales, will satisfy our working capital requirements for at least the next six (6) months.  After that, we may need to raise additional funds in order to finance our operations.  The Company presumes that corporate growth will be funded both out of positive cash flow and from the sale of equity and/or debt to help generate needed capital.  Insuring that capital is available to increase production, sales and marketing capacity and to provide support materials and training in the market place is essential to success.  We cannot assure you that financing will be available on terms favorable to us, or at all.  If adequate funds are not available on acceptable terms, we may be forced to curtail or cease our operations.  Even if we are able to continue our operations, the failure to obtain financing could have a substantial adverse effect on our business and financial results.

RISK OF CONTINUED HISTORY OF LOSSES

The Company has had a history of losses and there is no assurance that it can reach profitability in the future.  We had a net loss of $831,225 for the year ending December 31, 2007, and an accumulated deficit of $1,019,291 as of December 31, 2007.  The Company will require significant additional funding to meet its business objectives.  The Company anticipates the need for approximately $1,200,000 of additional funding to support its current operations and pay its ongoing expenses for the next twelve months (but believes that it can support its operations for approximately the next six months with its current funds on hand and revenues) and will require an additional $3,800,000 of funding to expand its operations and technology in China and for additional research and development.

OUR AUDITORS HAVE EXPRESSED SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN

In the United States, reporting standards for auditors require the addition of an explanatory paragraph when the financial statements are affected by conditions and events that cast doubt on the Company’s ability to continue as a going concern, such as those described in Note 3 to the consolidated financial statements. Our financial statements do not include any adjustments that might result from the outcome of that uncertainty.  The auditors’ report to the shareholders dated August 1, 2008, is expressed in accordance with United States reporting standards which do not permit a reference to such events and conditions in the auditors’ report when these are adequately disclosed in the financial statements.

YOU MAY EXPERIENCE DIFFICULTY SELLING OUR SHARES DUE TO THE LACK OF PUBLIC MARKET FOR OUR COMMON SHARES

Prior to this Prospectus, there has been no public trading market for our common shares in the U.S.  Upon the registration statement becoming effective, the common shares will not be listed on a national securities exchange, Nasdaq, or on the Over-The-Counter Bulletin Board (“OTCBB”). Management’s strategy is to list the common shares on the OTCBB as soon as practicable.  However, to date we have not solicited any such securities brokers to become market-makers of our common shares.  There can be no assurance that an active trading market for the common shares will develop or be sustained upon the registration statement becoming effective or that the market price of the common shares will not decline below the initial public trading price.  The initial public trading price will be determined by market makers independent of us.

Upon the registration statement becoming effective, the common shares will not be listed on a national securities exchange, Nasdaq, or on the OTCBB.  Management’s strategy is to list the common shares on the OTCBB as soon as practicable.  However, to date we have not solicited any such securities brokers to become market-makers of our common shares.  The initial public trading price will be determined by market makers independent of us.

-26-

OUR PUBLIC TRADING MARKET, IF AND WHEN IT DEVELOPS, WILL LIKELY BE HIGHLY VOLATILE

Prior to this Offering, there has been no public market for our common shares.  If a public trading market does develop, the market price of our common shares could fluctuate substantially due to:

· Quarterly fluctuations in operating results;

· Announcements of new products or services by us or our competitors;

· Technological innovations by us or our competitors;

· General market conditions or market conditions specific to our or our customer’s industries; or

· Changes in earning estimates or recommendations by analysts.

In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has at times been instituted against those companies.  If we become subject to securities litigation, we could incur substantial costs and experience a diversion of management’s attention and resources.

OUR CHIEF EXECUTIVE OFFICER EXERCISES MAJORITY VOTING CONTROL OVER US.

Approximately 88.5% of the issued and outstanding common shares of the Company are held by our Chief Executive Officer, Mr. Tan Kee Chen.  As a result, Mr. Chen will be able to exercise significant influence over all matters requiring shareholder approval, including the election of directors and significant corporate transactions.

WE INTEND TO APPLY TO BE LISTED ON THE NASD OTC ELECTRONIC BULLETIN BOARD, WHICH CAN BE A VOLATILE MARKET

We intend to apply to have our common shares quoted on the OTCBB, a NASD sponsored and operated quotation system for equity securities.  It is a more limited trading market than the NASDAQ Small Cap Market, and timely, accurate quotations of the price of our common shares may not always be available.  You may expect trading volume to be low in such a market.  Consequently, the activity of only a few shares may affect the market and may result in wide swings in price and in volume.

Once our common shares are listed on the NASD OTCBB, they will be subject to the requirements of Rule 15(g)9, promulgated under the Securities Exchange Act as long as the price of our common shares is below $5.00 per share.  Under such rule, broker-dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practice requirements, including a requirement that they make an individualized written suitability determination for the purchaser and receive the purchaser’s consent prior to the transaction.  The Securities Enforcement Remedies and Penny Stock Reform Act of 1990 also requires additional disclosure in connection with any trade involving a stock defined as a penny stock.  Generally, the Commission defines a penny stock as any equity security not traded on an exchange or quoted on NASDAQ that has a market price of less than $5.00 per share.  The required penny stock disclosures include the delivery, prior to any transaction, of a disclosure schedule explaining the penny stock market and the risks associated with it.  Such requirements could severely limit the market liquidity of the securities and the ability of purchasers to sell their securities in the secondary market.

The stock market has experienced significant price and volume fluctuations, and the market prices of companies, have been highly volatile.  Investors may not be able to sell their shares at or above the then current, OTCBB price.  In addition, our results of operations during future fiscal periods might fail to meet the expectations of stock market analysts and investors.  This failure could lead the market price of our common shares to decline.

-27-

THERE IS UNCERTAINTY AS TO THE COMPANY’S SHAREHOLDERS’ ABILITY TO ENFORCE CIVIL LIABILITIES BOTH IN AND OUTSIDE OF THE UNITED STATES

The majority of our assets are located outside the United States and are held through companies incorporated under the laws of the British Virgin Islands, and arrangements established in China.  Our current operations are conducted in China.  In addition, all of our directors and officers are nationals and/or residents of countries other than the United States.  Some of the assets of these persons are located outside the United States.  As a result, it may be difficult for shareholders to effect service of process within the United States upon these persons.  In addition, investors may have difficulty enforcing, both in and outside the United States, judgments based upon the civil liability provisions of the securities laws of the United States or any state thereof.

FORWARD-LOOKING STATEMENTS IN THIS FILING MAY NOT BE ACCURATE

Included in this Form F-1 Registration Statement are various forward-looking statements that can be identified by the use of forward looking terminology such as "may", "expect", "anticipate",  "estimate", "continue", "believe", or other similar words.  We have made forward-looking statements with respect to the following, among others:

- the Company’s goals and strategies;

- the Company’s ability to obtain licenses/permits to operate in China;

- the importance and expected growth of wireless value-added services in China;

- the Company’s revenues;

- the Company’s potential profitability; and

- the Company’s need for external capital.

These statements are forward-looking and reflect our current expectations.  They are subject to a number of risks and uncertainties, including but not limited to, changes in the economic and political environments in China, changes in technology and changes in the wireless and mobile phone marketplace.  In light of the many risks and uncertainties surrounding China and the wireless and mobile phone marketplace, prospective purchasers of our shares should keep in mind that we cannot guarantee that the forward-looking statements described in this Form F-1 will transpire.

-28-

Information With Respect To The Registrant And The Offering.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

Directors

 Table No. 1 lists as of July 15, 2008 the names of the Director of the Company.

Table No. 1

Directors

Name	Age	Date First Elected/Appointed
Tan Kee Chen	30	July 2008

Senior Management

Table No. 2 lists, as of July 15, 2008, the names of the officers of the Company.  The officers serve at the pleasure of the Board of Directors.

Table No. 2

Senior Management

Name	Position	Age	Date of Appointment
Tan Kee Chen	Chief Executive Officer	30	July 2008
Yeo Yinghui	Chief Financial Officer	27	July 2008

Tan Kee Chen was appointed as Chief Executive Officer of the company in July 2008.  Mr. Chen is the founder and Chief Executive Officer of Mobtoon Pte. Ltd., a company which creates mobile phone comics and related content.  Mobtoon was acquired by Activate Interactive Pte. Ltd. in August 2006.  Mobtoon develops MMOG (massive multiplayer online games) on mobile handsets.  Mr. Chen became the head of the China office prior the acquisition. Mr. Chen served as the founder and Managing Director of Clearedge Technology Pte. Ltd. from April 2002 to July 2004.   From April 2001 to February 2002, Mr. Chen served as a developer with Norasprint Pte. Ltd.  Mr. Chen holds a Bachelors degree in computing from the University of Portsmouth and a Diploma in Multimedia System Engineering from Nanyang Polytechnic in Singapore.

Yeo YingHui was appointed as Chief Financial Officer of the Company in July 2008. Mr Yeo was Art Director and co-founder of Tecspace Pte. Ltd, a company providing creative technology and contents prior to his employment by the Company. Mr Yeo was also Creative Producer for Activate Interactive Pte. Ltd and was responsible for conceptualizing and managing key projects. Mr Yeo holds a Bachelors degree in advertising and graphics design of the Charles Sturt University of Australia and Diploma in Digital Media Design from Nanyang Polytechnic Singapore.

-29-

Advisors

Not applicable.

Auditors

The Company’s auditors for its financial statements for each of the preceding three years was Li & Company, PC.

EXECUTIVE COMPENSATION

During the last three (3) years, the Company has paid no compensation or granted benefits of any kind to any of the Company’s or its subsidiaries’ executives or directors for services provided in all capacities to the Company or its subsidiaries, other than the Company’s Chief Financial Officer, Yeo Yinghui, who has received S$5,000 per month since joining the Company in November 2007.

Further, the Company and its subsidiaries have not set aside or accrued any funds or other consideration to provide pension, retirement or similar benefits to any of its executives or directors.

-30-

FORWARD-LOOKING STATEMENTS

This Prospectus includes forward-looking statements. These forward-looking statements relate to analyses and other information which are based on forecasts of future results and estimates of amounts not yet determinable. When our management makes assumptions for such forecasts, it makes them in light of the information it currently has available.

Many of the forward-looking statements are identified by their use of terms and phrases such as "anticipate", "believe", "could", "estimate", expect", "intend", "should", "may", "plan", "potential", "predict", "project" and similar terms and phrases and may include references to assumptions. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including the risks described in "Risk Factors" and elsewhere in this Prospectus. You are cautioned not to place undue reliance on these forward-looking statements, which reflect our views only as of the date of this Prospectus. We undertake no obligation to update these statements or publicly to release the result of any revisions to these statements to reflect events or circumstances after the date of this Prospectus or to reflect the occurrence of unanticipated events.

Such forward-looking statements in this Prospectus include, among others, our current intent, belief or expectations regarding the following:

- The Company’s goals and strategies;

- The Company’s ability to comply with government regulations in China;

- The Company’s revenues;

- The Company’s potential profitability; and

- The Company’s need for external capital.

Capitalization and Indebtedness

The following table sets forth the capitalization and indebtedness of the Company as of June 30, 2008 in United States dollars.

	As of June 30, 2008 (Unaudited)
Indebtedness:
Loans payable	$	-
Loans payable – related party		-
Total short-term indebtedness	$	-
Long-term debt	$	-
Long-term debt – related party		-
Total long-term indebtedness	$	-
Total indebtedness	$	-
Capitalization:
Common stock, no par value: 10,000,000 shares authorized; 5,086,000 shares issued and outstanding	$	1,251,240
Additional paid-in capital		150,000
Accumulated deficit		(1,176,422	)
Accumulated other comprehensive income		-

Foreign currency translation gain		106,719
Total capitalization	$	331,537
Total capitalization and indebtedness	$	331,537

-31-

The following table shows our contractual payment obligations under our agreements as of June 30, 2008:

			Payments Due By Period
			Less than						More than
	Total		1 year		1-3 years		3-5 years		5 years
Contractual obligations:
Loans payable		-		-		-		-		-
Loans payable – related parties		-		-		-		-		-
Long-term debt		-		-		-		-		-
Long-term debt – related parties		-		-		-		-		-
Capital lease obligations		-		-		-		-		-
Operating lease obligations		107,305		80,477		26,828		-		-
Purchase obligations		-		-		-		-		-
Total		107,305		80,477		26,828		-		-

-32-

BUSINESS OVERVIEW

Background

We provide entertainment-oriented wireless value-added services to mobile phone users in China. We specialize in the development, aggregation, marketing and distribution of consumer wireless content and applications for access by China’s estimated 428 million mobile phone users through the two mobile network operators in China, China Mobile and China Unicom. We offer a diverse portfolio of popular, fee based SMS services distributed on the 2.5G mobile technology platform.

Our services include ring tones, multimedia messaging service uses for mobile devices (“MMS”), interactive Short Message Service (“SMS”), adventure, action and trivia games, WAP services (services on a protocol use for internet browsing on mobile devices), such as Wireless Application Protocol (“WAP,” a protocol used for internet browsing on mobile devices) based games and advanced JAVA programming language games, lunar and Western horoscopes, Post Office Protocol (“POP,” a common protocol used for email communication) Messaging, jokes, fan clubs, and event-driven or entertainment news updates. We plan to offer services on the 3G technology platform (3rd generation cell network technology), which include video streaming and animated mobile phone themes.

Leveraging our experience and thorough understanding of the wireless value-added services market in China, our internal team of innovative product developers has consistently developed content, applications and technologies which are popular in the Chinese wireless market. To further enhance and differentiate our services, we have entered into, and will continue to actively pursue, collaborative relationships with domestic and international media companies to customize, localize, market and distribute their content through various wireless technology platforms to Chinese consumers. In addition, all of our services are promoted by our highly localized sales force strategically located in 24 of China’s 32 provinces and municipalities.

Market Overview

Close collaboration with mobile operators. Due to the lack of a developed billing and collection infrastructure in China, wireless service providers in China are highly reliant on the mobile operators for successful transmission, tracking of revenue, customer billing and collection. In addition, because the operators, through their approval powers, control the development of the applicable technology standards and product rollouts, close collaboration with them is critical for maintaining a competitive suite of service offerings.

Importance of local market expertise. Because of the cultural differences and the uniqueness of the wireless platform, Chinese mobile users demand products and services that are localized for the Chinese market and customized for the wireless platform. As a result, a deep local market knowledge and understanding of the different customer preferences are becoming more and more important.

Lack of distribution channel for international branded content. Due to piracy issues and government censorship, international media companies currently do not have a reliable distribution channel for their content in China. As a result, our relationships with trusted and experienced wireless value-added services providers in China offer international media companies a valuable opportunity for reaching the vast user base of China Mobile and China Unicom.

Research and Development, Trademarks, Licenses, and Etc.

The Company has spent $918,810, $1,843,537, and $1,229,486 for the years ended December 31, 2007, December 31, 2006, and December 31, 2005, respectively on research and development over the past three years.  The Company does not have any trademarks, licenses, patents or intellectual property.

-33-

Intellectual Property

The Company currently has no active trademark or copyrights licenses.  Moving forward, the Company plans on applying for multiple trademark and copyright licenses in China and other jurisdictions.

Property, Plant and Equipment

Molong Information Technology (Shanghai) Co., Ltd. (“Molong”), a subsidiary of the Company, currently occupies approximately 1,040 square feet of office space at Siping Science Park, i.e., Fudan Science Park at No.1, 2, 4 Lane 127 Guotai Road, Yangpu District, Shanghai.  Molong entered into a three (3) year leasing agreement for the office space on March 10, 2006, whereby Molong pays annual rent of RMB$6,300.

Shanghai Mopietek Information Technology Co., Ltd. (“Mopietek”), a subsidiary of the Company, currently occupies approximately 200 square meters of office space in the Huasheng Building, Room 1506, located at No.1555 Kongjiang Road, Yangpu District, Shanghai.  The term of the lease is from February 1, 2006 to August 1, 2008; Mopietek pays annual rent of RMB$146,000.

Employees

We currently have a total of thirty-six (36) employees, all of which are full-time.

Legal Proceedings

A vendor initiated a breach of contract lawsuit against the Company and the court set aside RMB 200,000 (US $27,418), to satisfy the RMB 167,951 sought by the vendor in connection with the lawsuit on December 22, 2007.  The amount set aside of $27,418 is shown as restricted cash on the Company’s balance sheet with the corresponding accrual for this litigation.

We may be subject to legal proceedings, investigations and claims incidental to the conduct of our business from time to time. We are not currently a party to any litigation or other legal proceedings brought against us, other than the proceeding mentioned above.  We are also not aware of any legal proceeding, investigation or claim, or other legal exposure that has a more than remote possibility of having a material adverse effect on our business, financial condition or results of operations, other than the proceeding mentioned above.

PLAN OF OPERATIONS

The Company anticipates the need for approximately $1,200,000 of additional funding to support its current operations and pay its ongoing expenses for the next twelve months and will require an additional $3,800,000 of funding to expand its operations and technology in China and for additional research and development.  After this Registration Statement is declared effective by the Commission, the Company plans to take steps to raise additional funding through the sale of debt or equity securities, of which there can be no assurance.  In the event the Company is unable to raise the additional capital described above, it will likely be forced to curtail its operations and expansion plans, and if necessary, the Company believes it can continue its operations without additional funding at a reduced level for approximately six to nine months.

-34-

COMPARISON OF OPERATING RESULTS

YEAR ENDED DECEMBER 31, 2007 COMPARED TO THE YEAR ENDED DECEMBER 31, 2006

We had net revenues of $793,991 for the year ended December 31, 2007, compared to net revenues of $3,676,547 for the year ended December 31, 2006, a decrease in net revenues from the prior period of $2,882,556 or 78.4%. The decrease in net revenues was mainly due to the PRC prohibiting a number of wireless service providers from operating for various reasons during the year ended December 31, 2007, which in turn caused us to have less revenues for the year ended December 31, 2007, compared to the year ended December 31, 2006.  Since the end of the year, the number of wireless service providers has stabilized however.

We had selling expenses of $53,942 for the year ended December 31, 2007, compared to selling expenses of $82,639 for the year ended December 31, 2006, a decrease in selling expenses of $28,697 or 34.7% from the prior period.  The decrease in selling expenses was mainly due to the decrease in our revenues due to the decrease in wireless service providers using our products as described above.

Research and development expenses decreased by $925,357 or 50.2% to $918,180 for the year ended December 31, 2007, compared to research and development expenses of $1,843,537 for the year ended December 31, 2006.  The decrease in research and development expenses is attributable to a reduction in the type of research and development activities and a greater focus on a limited number of activities during the year ended December 31, 2007, compared to the year ended December 31, 2006.

We had general and administrative expenses of $648,470 for the year ended December 31, 2007, compared to general and administrative expenses of $691,983 for the year ended December 31, 2006, a decrease in general and administrative expenses of $43,513 or 6.7% from the prior period.  The decrease in general and administrative expenses was due to the Company downsizing its operations and number of employees in connection with the PRC’s regulatory policies during the year ended December 31, 2007, which, as described above, prohibited a number of wireless service providers from operating, and in turn lowered the demand for the Company’s services during the year ended December 31, 2007, compared to the year ended December 31, 2006.

We had a loss from operations of $826,601 for the year ended December 31, 2007, compared to a gain from operations of $1,058,388 for the year ended December 31, 2006, a decrease in income from operations of $1,884,989 or 178% from the prior period. The decrease in gain from operations was mainly attributable to the $2,882,556 or 78.4% decrease in net revenues offset by the $925,357 or 50.2% decrease in research and development for the year ended December 31, 2007, compared to the prior year.

We had net other expense for the year ended December 31, 2007, of $4,624, compared to net other expense of $1,092 for the year ended December 31, 2006, an increase in net other expenses of $3,532 or 323% from the prior period. The reason for the decrease in net other expenses was a $4,536 or 153% increase in other expense, offset by a $1,004 or 53.6% increase in interest expense for the year ended December 31, 2007, compared to the year ended December 31, 2006.

We had a net loss of $831,225 for the year ended December 31, 2007, compared to net income of $1,057,296 for the year ended December 31, 2006, a decrease in net income of $1,888,521 or 179% from the prior year.  The decrease in net income is attributable to the $1,884,989 or 178% decrease in income from operations for the year ended December 31, 2007 compared to the prior year.

-35-

YEAR ENDED DECEMBER 31, 2006 COMPARED TO THE YEAR ENDED DECEMBER 31, 2005

We had net revenues of $3,676,547 for the year ended December 31, 2006, compared to net revenues of $360,550 for the year ended December 31, 2005, an increase in net revenues of $3,315,997 or 920% from the prior period.  The increase in net revenues was mainly due to the fact during the year ended December 31, 2006, the number of wireless service providers and the wireless service industry in general in the PRC increased exponentially compared to the year ended December 31, 2005, which in turn helped increase the Company’s revenues from the prior year, where demand was significantly less.

We had selling expenses of $82,639 for the year ended December 31, 2006, compared to selling expenses of $17,301 for the year ended December 31, 2005, an increase of $65,338 or 378% from the prior period.  The increase in selling expenses was mainly due to our 920% increase in net revenues for the year ended December 31, 2006, compared to the year ended December 31, 2005.

Research and development expenses increased by $614,051 or 50% to $1,843,537 for the year ended December 31, 2006, compared to research and development expenses of $1,229,486 for the year ended December 31, 2005.  This increase in research and development expenses is attributable to increased research and development expenditures by the Company for the year ended December 31, 2006, compared to the year ended December 31, 2005, to try to create new products and services in connection with the increase in the demand for wireless service products in the PRC during the year ended December 31, 2006, compared to the year ended December 31, 2005.

We had general and administrative expenses of $691,983 for the year ended December 31, 2006, compared to general and administrative expenses of $251,391 for the year ended December 31, 2005, an increase in general and administrative expenses of $440,592 or 175% from the prior period.  The increase in general and administrative expenses was due to the Company’s hiring of additional employees during the year ended December 31, 2006, compared to the year ended December 31, 2005, to take advantage of the higher demand for wireless service products during the 2006 fiscal year compared to the 2005 fiscal year.

We had income from operations of $1,058,388 for the year ended December 31, 2006, compared to a loss from operations of $1,137,628 for the year ended December 31, 2005, an increase in income from operations of $2,196,016 or 193% from the prior period. The increase in income from operations was mainly due to the $3,315,997 or 920% increase in net revenue offset by the $614,051 or 50% increase in research and development expenses and the $440,592 or 175% increase in general and administrative expenses.

We had net other expense for the year ended December 31, 2006, of $1,092, compared to net other income of $739 for the year ended December 31, 2005, an increase in net other expense of $1,831 or 248% from the prior period, which decrease is mainly due to a $2,955 increase in other expense to $2,965 for the year ended December 31, 2006, compared to $10 for the year ended December 31, 2005.

We had net income of $1,057,296 for the year ended December 31, 2006, compared to a net loss of $1,136,889 for the year ended December 31, 2005, an increase in net income of $2,194,185 or 193% from the prior period.

-36-

LIQUIDITY AND CAPITAL RESOURCES

We had total current assets of $375,308 as of December 31, 2007, which included cash and cash equivalents of $142,210 including restricted cash of $27,418; accounts receivable of $41,850; due from related parties of $157,292; and prepayments and other current assets of $33,956.

We had property and equipment of $122,604 as of December 31, 2007, which mainly consisted of servers, work stations and mobile phones.

We had security deposits of $12,612 as of December 31, 2007.

We had total assets of $510,524 as of December 31, 2007.

We had total liabilities consisting solely of current liabilities of $87,206 as of December 31, 2007, which included $24,339 of accounts payable and $62,867 of accrued expense and other current liabilities.

We had working capital of $288,102 and an accumulated deficit of $1,019,291 as of December 31, 2007.

We had net cash used in operating activities of $736,831 for the year ended December 31, 2007, which was mainly due to $831,225 of net loss, offset by $24,094 of depreciation and amortization expense, $49,801 of change in accounts receivable and $24,339 of change in accounts payable.

We had $42,834 of net cash used in investing activities for the year ended December 31, 2007, which was due to $42,834 of purchases of property and equipment.

We had $40,852 of net cash provided by financing activities during the year ended December 31, 2007, which represented $40,852 of amounts received from related parties.

Executive Compensation Summary

Director Compensation.  The Company has no formal plan for compensating its Directors for their service in their capacity as Directors.  Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of the Board of Directors.  The Board of Directors may award special remuneration to any Director undertaking any special services on behalf of the Company other than services ordinarily required of a Director.  Other than indicated below no Director received any compensation for his services as a Director, including committee participation and/or special assignments.

Change of Control Remuneration.  The Company has no plans or arrangements in respect of remuneration received or that may be received by Executive Officers of the Company in fiscal year 2008 to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control.

-37-

Other Compensation.  No Executive Officer/Director received “other compensation” in excess of the lesser of US$25,000 or 10% of such officer's cash compensation, and all Executive Officers/Directors as a group did not receive other compensation which exceeded US$25,000 times the number of persons in the group or 10% of the compensation.

Bonus/Profit Sharing/Non-Cash Compensation.  The Company has no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to the Company's Directors or Executive Officers.

Pension/Retirement Benefits.  No funds have been set aside or accrued by the Company to provide pension, retirement or similar benefits for Directors or Executive Officers.

PLAN OF DISTRIBUTION AND SELLING STOCKHOLDERS

This Prospectus relates to the resale of 86,000 Ordinary Shares by the Selling Stockholders.  The table below sets forth information with respect to the resale of Ordinary Shares.  We will not receive any proceeds from the resale of Ordinary Shares by the Selling Stockholders for shares currently outstanding.

Resale of Ordinary Shares by Selling Stockholders
	Shares  Beneficially Owned Before Resale	Amount Offered (Assuming all Shares Immediately Sold)	Shares Beneficially Owned After Resale	Percentage (if greater than 1%)
Chaw Poh Chu	2,000	2,000	-	-
Chiam Kah Kiow	2,000	2,000	-	-
Chiam Kah Ngoh	2,000	2,000	-	-
Chiam Khah Eng	2,000	2,000	-	-
Chian Kak Gek Linda	2,000	2,000	-	-
Choo Kwok Kwong Jonathan	2,000	2,000	-	-
Choong Wee Lee	2,000	2,000	-	-
Chua Puay Hoong	2,000	2,000	-	-
Chua Tai Heng	2,000	2,000	-	-
Gao Hong Chuan	2,000	2,000	-	-
Gao Yan Mei	2,000	2,000	-	-
Goh Peng Heng	2,000	2,000	-	-
Guo Feng Chang	2,000	2,000	-	-
Ho Loon Shin	2,000	2,000	-	-
Huang Cheng	2,000	2,000	-	-
Kerk Koh Huat	2,000	2,000	-	-
Koh Hock Choon Edmund	2,000	2,000	-	-
Lan Tian	2,000	2,000	-	-
Leong Wie Kong	2,000	2,000	-	-
Leslie Tan Xing Luang	2,000	2,000	-	-
Liew Chin Wei (Liu Qinwei)	2,000	2,000	-	-
Liew Chinny	2,000	2,000	-	-
Lim Ai Lian	2,000	2,000	-	-
Lim Kin Chin	2,000	2,000	-	-
Low Chee Kean	2,000	2,000	-	-
Low Teng Soon	2,000	2,000	-	-

-38-

Ng Kin Huat	2,000	2,000	-	-
Ng Swee Poh	2,000	2,000	-	-
Ngoh Beng Kee	2,000	2,000	-	-
Pan Mook Lan	2,000	2,000	-	-
Pan Pei Say	2,000	2,000	-	-
Rosnan Bin Mohd Bahran	2,000	2,000	-	-
Sin Eng Kok	2,000	2,000	-	-
Soo Lie Keow	2,000	2,000	-	-
Tan Bok Wah	2,000	2,000	-	-
Tan Mok How	2,000	2,000	-	-
Tan Poh Har	2,000	2,000	-	-
Tan Teng Ker	2,000	2,000	-	-
Tan Tse Yee	2,000	2,000	-	-
Thor Soo See	2,000	2,000	-	-
Wong Wei Fung	2,000	2,000	-	-
Xu Jin	2,000	2,000	-	-
Yang Hong	2,000	2,000	-	-
TOTALS	86,000	86,000

Upon the effectiveness of this registration statement, the 86,000 shares offered by the Selling Stockholders pursuant to this Prospectus may be sold by one or more of the following methods, without limitation:

o ordinary brokerage transactions and transactions in which the broker-dealer solicits the purchaser;

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

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

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

o privately-negotiated transactions;

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

o a combination of any such methods of sale; and

o any other method permitted pursuant to applicable law.

The Selling Stockholders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this Prospectus.

We currently lack a public market for our Ordinary Shares. Selling shareholders will sell at a price of $0.50 per share until our shares are quoted on the Over-The-Counter Bulletin Board (“OTCBB”), assuming we are successful in engaging a market maker and being approved to quote our Ordinary Shares on the OTCBB, of which there can be no assurance, and thereafter at prevailing market prices or privately negotiated prices.

-39-

The offering price of the shares has been arbitrarily determined by us based on estimates of the price that purchasers of speculative securities, such as the shares offered herein, will be willing to pay considering the nature and capital structure of our Company, the experience of the officers and Directors, and the market conditions for the sale of equity securities in similar companies. The offering price of the shares bears no relationship to the assets, earnings or book value of our Company, or any other objective standard of value. We believe that only a small number of shares, if any, will be sold by the Selling Stockholders, prior to the time our Ordinary Shares are quoted on the OTCBB, at which time the Selling Stockholders will sell their shares based on the market price of such shares. The Company is not selling any shares pursuant to this Registration Statement and is only registering the re-sale of securities previously purchased from us.

The Selling Stockholders may pledge their shares to their brokers under the margin provisions of customer agreements. If a Selling Security Holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares.

The Selling Stockholders may sell their shares of Ordinary Shares short and redeliver our Ordinary Shares to close out such short positions; however, the Selling Stockholders may not use shares of our Ordinary Shares being registered in the Registration Statement to which this Prospectus is a part to cover any short positions entered into prior to the effectiveness of such Registration Statement. If the Selling Stockholders or others engage in short selling it may adversely affect the market price of our Ordinary Shares.

Broker-dealers engaged by the Selling Stockholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. It is not expected that these commissions and discounts will exceed what is customary in the types of transactions involved.

The Selling Stockholders may be deemed to be an "underwriter" within the meaning of the Securities Act in connection with such sales. Therefore, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.

The remaining 5,000,000 shares of our issued and outstanding Ordinary Shares which are not being registered pursuant to this registration statement will be subject to the resale provisions of Rule 144 under the Securities Act of 1933, as amended (“Rule 144”). Sales of shares of Ordinary Shares in the public markets may have an adverse effect on prevailing market prices for the Ordinary Shares.

Rule 144 governs resale of "restricted securities" for the account of any person (other than an issuer), and restricted and unrestricted securities for the account of an "affiliate" of the issuer. Restricted securities generally include any securities acquired directly or indirectly from an issuer or its affiliates which were not issued or sold in connection with a public offering registered under the Securities Act. An affiliate of the issuer is any person who directly or indirectly controls, is controlled by, or is under common control with, the issuer. Affiliates of the Company may include its directors, executive officers, and persons directly or indirectly owning 10% or more of the outstanding Ordinary Shares.

Rule 144 governs resale of "restricted securities" for the account of any person (other than an issuer), and restricted and unrestricted securities for the account of an "affiliate" of the issuer. Restricted securities generally include any securities acquired directly or indirectly from an issuer or its affiliates which were not issued or sold in connection with a public offering registered under the Securities Act. An affiliate of the issuer is any person who directly or indirectly controls, is controlled by, or is under common control with, the issuer. Affiliates of the Company may include its directors, executive officers, and persons directly or indirectly owning 10% or more of the outstanding Ordinary Shares. Under Rule 144 unregistered resales of restricted Ordinary Shares cannot be made until such shares have been held for one (1) year from the later of its acquisition from the Company or an affiliate of the Company.  Under new rules which have been adopted by the Commission, unregistered resales of restricted securities are able to be made by non-affiliates after such securities have been held for six (6) months if the issuer is a reporting issuer, when current public information available regarding the company, assuming the company continues to report for an additional six (6) months, and after one (1) year regardless of whether the company is a reporting company.   The same rules apply to affiliates, however, affiliates are not eligible to sell their securities unless there is public information regarding the company, and are only eligible to sell subject to certain other requirements in Rule 144, including but not limited to the requirement to file a Form 144 notice filing and volume limitations, including a prohibition on selling more than 1% of the company’s outstanding Ordinary Shares each ninety (90) days.

-40-

PRINCIPAL SHAREHOLDERS

The following table discloses the shareholding of our officers and Directors and shareholders holding more than 5% of our issued and outstanding Ordinary Shares as of July 10, 2008:

Shareholder(1)	Ordinary Shares Held	Percentage Shareholding (2)
Tan Kee Chen Chief Executive Officer	4,500,000(3)	88.5%
Yeo Yinghui Chief Financial Officer	-	0.0%
Private Capital Group (BVI) Limited (4)	500,000	9.8%
All of our Officers and Directors as a Group (2 persons)	4,500,000	88.5%

(1) Other than Mr. Chen, none of our officers or Directors hold any shares of our Ordinary Shares.

(2) Based on 5,086,000 shares issued and outstanding.

(3) Pursuant to the February 2008 Supplemental Agreement, described above, Enzer Corporation Limited, a Republic of Singapore corporation was granted an option to purchase Mr. Chen’s shares, exercisable at such time as certain prerequisites are met, including: (a) the Company being listed on the Over-the-Counter-Bulletin Board; (b) Enzer’s shareholders approving the Supplemental Agreement; and (c) that a bond subscription agreement dated November 9, 2007, entered into between Enzer and D.B. Zwirn Mauritius Trading No. 3 Limited, must be completed.  Assuming the conditions described above are met, Enzer can purchase Mr. Chen’s shares for an aggregate of (a) $20,000,000 Singapore Dollars (“S$”); and (b) S$10,000,000 worth of ordinary shares of Enzer.

(4) The beneficial owners of the shares held by Private Capital Group (BVI) Limited are Private Capital Group, LLC and Metrolink Holdings Ltd., which each own 50% of Private Capital Group (BVI) Limited. The beneficial owner of Metrolink Holdings Ltd. is Andy Lai and the beneficial owner of Private Capital Group, LLC is Michael Wainstein.

RELATED PARTY TRANSACTIONS

On November 29, 2007, the Company issued an aggregate of 800,000 restricted shares of common stock to Private Capital Group (BVI) Limited (“PCG”), whose principal is Michael Wainstein, the then sole Director of the Company, in consideration for PCG paying certain expenses on the Company’s behalf and taking steps to form the Company.

In July 2008, with an effective date of December 31, 2007, in connection with the entry into Agreement to Reconfirm and Amend Stock Purchase Agreement Between Mopie (BVI) Limited and Luckybull Limited, the Company issued Tan Kee Chen, the Company’s Chief Executive Officer, an aggregate of 4,500,000 shares.

In July 2008, the then sole Director of the Company, Michael Wainstein, the principal of PCG resigned as a Director and Tan Kee Chen was appointed to fill the vacancy on the Board of Directors.

-41-

In July 2008, Tan Keen Chen was appointed as the Chief Executive Officer of the Company.

In July 2008, Yeo Yinghui was appointed as the Chief Financial Officer of the Company.

In July 2008, with an effective date of November 29, 2007, the Company entered into a Consulting Agreement with PCG, pursuant to which PCG agreed to perform consulting services for the Company in connection with the Company’s business, public listing and general business strategy moving forward.  Pursuant to the terms of the Consulting Agreement, the Company agreed to pay PCG a monthly consulting fee, beginning on August 1, 2008, equal to $2,500 per month, increasing to $7,500 per month in the event the Company completes any transaction over $2,000,000, and the Company agreed to pay PCG $200,000 upon the Company obtaining a listing on the Over-The-Counter Bulletin Board. In connection with and pursuant to the Consulting Agreement, PCG agreed to cancel 300,000 of the 800,000 shares of common stock which it was issued in November 2007 in consideration for services rendered to the Company in connection with the Company’s formation, effective as of November 29, 2007, in consideration for the Company agreeing to the terms of the Consulting Agreement.  The Consulting Agreement is in effect for a term of three years, ending on July 31, 2011.  The Consulting Agreement can be terminated by the Company at any time due to PCG’s gross negligence or willful misconduct, by PCG at any time upon the Company’s gross negligence or willful misconduct and/or upon the mutual consent of the parties.

In August 2008, we entered into an Amended and Restated Stock Purchase Agreement, which made certain clerical and non-material amendments to the December 2007 Stock Purchase Agreement in connection with British Virgin Islands law.

None of the following persons have any direct or indirect material interest in any transaction to which we were or are a party during the past three years, or in any proposed transaction to which the Company proposes to be a party other than as disclosed above:

a.	any of our Directors or executive officers;
b.	any nominee for election as one of our Directors;
c.	any person who is known by us to beneficially own, directly or indirectly, shares carrying more than 5% of the voting rights attached to our common stock; or
d.	any member of the immediate family (including spouse, parents, children, siblings and in-laws) of any of the foregoing persons named in paragraph (a), (b) or (c) above.

-42-

DESCRIPTION OF SECURITIES

This section contains a description of our capital shares. As of now, the shares of the Company comprise one class and series, but his shall not prohibit the Company from amending the Memorandum and Articles of Association to provide for more than one class and series of shares.  This description summarizes some of the provisions of our Memorandum and Articles of Association, copies of which have been filed as exhibits to this registration statement. If you want more complete information, you should read the provisions of our Memorandum and Articles of Association that are important to you.

Our authorized capital stock consists of 10,000,000 common shares, no par value, and no preferred shares.

As of July 10, 2008, we had outstanding 5,086,000 common shares.

Common Shares

Unless otherwise provided, each share in the Company confers upon the holder thereof:

1)	the right to one vote at a meeting of members of the Company or on any resolution of members of the Company;
2)	the right to an equal share in any dividend paid by the Company; and
3)	the right to an equal share in the distribution of the surplus assets of the Company.

The Company may by resolution of directors redeem, purchase or otherwise acquire all or any of the shares in the Company subject to conditions in the Articles of Association of the Company.

The shares of the Company shall not be subject to any pre-emptive rights.

Memorandum and Articles of Association

Objects and Purposes

The Company’s corporation number as assigned by the British Virgin Islands Registrar of Corporate Affairs is 1445538.  The Company’s Memorandum and Articles of Association specify that subject to the BVI Business Companies Act 2004 of the British Virgin Islands (the “BC Act”) and other BVI law, the Company has irrespective of corporate benefit, full capacity to carry on or undertake any business or activity, and that there are no limitations on the business that the Company may carry on.

Disclosure of Interest of Directors

A director shall, after becoming aware of the fact that he is interested in a transaction entered into or to be entered into by the Company, disclose the interest to the board of directors of the Company.  Upon such disclosure of his interest in the transaction, said director may vote on a matter relating to the transaction, attend a meeting of at which a matter relating to the transaction arises, be counted as present at the meeting for purposes of a quorum, and sign a document on behalf of the Company, or do anything else in his capacity as a director, that relates to the transaction.

Directors’ Power to Vote Compensation to Themselves

With or without the prior or subsequent approval of the members, the directors may, by a resolution of directors, fix the emoluments of directors with respect to services to be rendered in any capacity to the Company.

-43-

Borrowing Powers of Directors

The directors may by resolution of directors exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking and property or any part thereof, to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability or obligation of the Company or of any third party.

Director Qualification and Retirement

Memorandum and Articles of Association of the Company do not discuss the retirement or non-retirement of directors under an age limit requirement, and there is no number of shares required for director qualification.

Description of Rights, Preferences and Restrictions Attaching to Each Class of Shares

Class of Shares.  The Company’s Memorandum of Association  (“Memorandum”) provides that the Corporation is authorized to issue one class and series of shares, but the Company has the right to amend the Memorandum to provide for more than one class and series of shares.

Rights, Qualifications of Shares. Each share of the Company confers upon the holder thereof:

1)	the right to one (1) vote at a meeting of members of the Company or on any resolution of members of the Company;
2)	the right to an equal share in dividend paid by the Company; and
3)	the right to an equal share in the distribution of the surplus assets of the Company.

Dividend Rights.  The directors of the Company may be resolution authorize a distribution by way of dividend at a time, and of an amount, and to any members it thinks fit, if they are satisfied, on reasonable grounds that immediately after the distribution, the value of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as they fall due.

Voting Rights.  The Company’s Bylaws, Memorandum and Articles of Association do not provide for the election or re-election of directors at staggered intervals.

Pre-emptive Rights.  The shares of the Company shall not be subject to any pre-emptive rights.

There is no provision of in the Company’s Memorandum and Articles of Association that would delay, defer or prevent a change in control of the Company, and that would operate only with respect to a merger, acquisition, or corporate restructuring involving the Company (or any of its subsidiaries).  The Company’s Memorandum and Articles of Association do not contain a provision indicating the ownership threshold above which shareholder ownership must be disclosed.

Differences in Corporate Law

The BC Act and the laws of the British Virgin Islands affecting BVI companies such as the Company and its shareholders differ from laws applicable to U.S. corporations and their shareholders. Set forth below is a summary of the significant differences between the provisions of the laws of the British Virgin Islands applicable to us and the laws applicable to companies incorporated in the United States and their shareholders.

-44-

Mergers and Similar Arrangements

Under the laws of the British Virgin Islands, two or more companies may merge or consolidate in accordance with Section 170 of the BC Act. A merger means the merging of two or more constituent companies into one of the constituent companies and a consolidation means the uniting of two or more constituent companies into a new company. In order to merge or consolidate, the directors of each constituent company must approve a written plan of merger or consolidation, which must be authorized by a resolution of shareholders.

While a director may vote on the plan of merger or consolidation even if he has a financial interest in the plan, the interested director must disclose the interest to all other directors of the Company promptly upon becoming aware of the fact that he is interested in a transaction entered into or to be entered into by the Company.

A transaction entered into by the Company in respect of which a director is interested (including a merger or consolidation) is voidable by the Company unless the director’s interest was (a) disclosed to the board prior to the transaction or (b) the transaction is (i) between the director and the Company and (ii) the transaction is in the ordinary course of the Company’s business and on usual terms and conditions.

Notwithstanding the above, a transaction entered into by the Company is not voidable if the material facts of the interest are known to the shareholders and they approve or ratify it or the Company received fair value for the transaction.

Shareholders not otherwise entitled to vote on the merger or consolidation may still acquire the right to vote if the plan of merger or consolidation contains any provision which, if proposed as an amendment to the memorandum or articles of association, would entitle them to vote as a class or series on the proposed amendment. In any event, all shareholders must be given a copy of the plan of merger or consolidation irrespective of whether they are entitled to vote at the meeting to approve the plan of merger or consolidation.

The shareholders of the constituent companies are not required to receive shares of the surviving or consolidated company but may receive debt obligations or other securities of the surviving or consolidated company, other assets, or a combination thereof. Further, some or all of the shares of a class or series may be converted into a kind of asset while the other shares of the same class or series may receive a different kind of asset. As such, not all of the shares of a class or series must receive the same kind of consideration.

After the plan of merger or consolidation has been approved by the directors and authorized by a resolution of the shareholders, Articles of Merger or Consolidation are executed by each company and filed with the Registrar of Corporate Affairs in the British Virgin Islands.

A shareholder may dissent from a mandatory redemption of his shares, an arrangement (if permitted by the court), a merger (unless the shareholder was a shareholder of the surviving company prior to the merger and continues to hold the same or similar shares after the merger) or a consolidation. A shareholder properly exercising his dissenting rights is entitled to a cash payment equal to the fair value of his shares.

A shareholder dissenting from a merger or consolidation must object in writing to the merger or consolidation before the vote by the shareholders on the merger or consolidation, unless notice of the meeting was not given to the shareholder. If the merger or consolidation is approved by the shareholders, the Company must give notice of this fact to each shareholder who gave written objection within 20 days.  These shareholders then have 20 days to give the Company their written election in the form specified by the BC Act to dissent from the merger or consolidation, provided that in the case of a merger, the 20 days starts when the Plan of Merger is delivered to the shareholder.

-45-

Upon giving notice of his election to dissent, a shareholder ceases to have any shareholder rights except the right to be paid the fair value of his shares. As such, the merger or consolidation may proceed in the ordinary course notwithstanding his dissent.

Within seven days of the later of the delivery of the notice of election to dissent and the effective date of the merger or consolidation, the Company must make a written offer to each dissenting shareholder to purchase his shares at a specified price per share that the Company determines to be the fair value of the shares. The Company and the shareholder then have 30 days to agree upon the price. If the Company and the shareholder fail to agree on the price within the 30 days, then the Company and the shareholder shall, within 20 days immediately following the expiration of the 30-day period, each designate an appraiser and these two appraisers shall designate a third appraiser. These three appraisers shall fix the fair value of the shares as of the close of business on the day prior to the shareholders’ approval of the transaction without taking into account any change in value as a result of the transaction.

Shareholders’ Suits

There are both statutory and common law remedies available to the Company’s shareholders as a matter of British Virgin Islands law.  These are summarized below:

Prejudiced members.  A shareholder who considers that the affairs of the Company have been, are being, or are likely to be, conducted in a manner that is, or any act or acts of the Company have been, or are, likely to be oppressive, unfairly discriminatory or unfairly prejudicial to him in that capacity, can apply to the court under Section 184I of the BC Act, inter alia, for an order that his shares be acquired, that he be provided compensation, that the Court regulate the future conduct of the Company, or that any decision of the Company which contravenes the BC Act or the Company’s memorandum and articles of association be set aside.

Derivative actions.  Section 184C of the BC Act provides that a shareholder of the Company may, with the leave of the Court, bring an action in the name of the Company to redress any wrong done to such shareholder.

Just and equitable winding up.  In addition to the statutory remedies outlined above, shareholders can also petition for the winding up of the Company on the grounds that it is just and equitable for the Court to so order. Save in exceptional circumstances, this remedy is only available where the Company has been operated as a quasi partnership and trust and confidence between the partners has broken down.

Indemnification of Directors and Executive Officers and Limitation of Liability

British Virgin Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any provision providing indemnification may be held by the British Virgin Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime.

Under the Company’s memorandum and articles of association, the Company indemnifies against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings for any person who:

(i)	is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was the Company’s director; or
(ii)	is or was, at the Company’s request, serving as a director or officer of, or in any other capacity is or was acting for, another body corporate or a partnership, joint venture, trust or other enterprise.

-46-

These indemnities only apply if the person acted honestly and in good faith with a view to the Company’s best interests and, in the case of criminal proceedings, the person had no reasonable cause to believe that his conduct was unlawful.

This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation.  

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended may be permitted to the Company’s directors, officers or persons controlling the Company under the foregoing provisions, the Company has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy and is therefore unenforceable.

Anti-Takeover Provisions In The Company’s Memorandum And Articles Of Association

Some provisions of the Company’s Memorandum and Articles of Association may discourage, delay or prevent a change in control of the Company or management that shareholders may consider favorable, including provisions that allow for the Company to adopt a staggered board of directors.  However, under British Virgin Islands law, the Company’s directors may only exercise the rights and powers granted to them under the Memorandum and Articles of Association, as amended and restated from time to time, as they believe in good faith to be in the best interests of the Company.

Directors’ fiduciary duties

Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two main components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he reasonably believes to be in the best interests of the corporation. He must not use his corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must prove the procedural fairness of the transaction and that the transaction was of fair value to the corporation.

Under British Virgin Islands law, the Company’s directors owe the Company certain statutory and fiduciary duties including, among others, a duty to act honestly, in good faith, for a proper purpose and with a view to what the directors believe to be in the best interests of the Company. The Company’s directors are also required, when exercising powers or performing duties as a director, to exercise the care, diligence and skill that a reasonable director would exercise in comparable circumstances, taking into account without limitation, the nature of the Company, the nature of the decision and the position of the director and the nature of the responsibilities undertaken. In the exercise of their powers, the directors must ensure that neither they nor the Company acts in a manner which contravenes the BC Act or the memorandum and articles of association, as amended and re-stated from time to time. A shareholder has the right to seek damages for breaches of duties owed to the Company by the directors.

Shareholder action by written consent

Under the Delaware General Corporation Law, a corporation may eliminate the right of shareholders to act by written consent by amendment to its certificate of incorporation.

British Virgin Islands law provides that shareholders may approve corporate matters by way of a written resolution without a meeting signed by or on behalf of shareholders sufficient to constitute the requisite majority of shareholders who would have been entitled to vote on such matter at a general meeting; provided that if the consent is less than unanimous, notice must be given to all non-consenting shareholders.

-47-

Shareholder proposals

Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the company’s governing documents and otherwise complies with Delaware General Corporation law.  A special meeting may be called by the board of directors or any other person authorized to do so in the company’s governing documents, but shareholders may also be precluded from calling special meetings. British Virgin Islands law and the Company’s memorandum and articles of association allow the shareholders holding not less than 10 percent of the votes of the outstanding voting shares to requisition a shareholder’s meeting.  The Company is not obliged by law to call shareholders’ annual general meetings, but the memorandum and articles of association do permit the directors to call such a meeting. The location of any shareholders’ meeting can be determined by the board of directors and can be held anywhere in the world.

Cumulative voting

Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s Certificate of Incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all such shareholders votes for the election of a single director, which increases the shareholder’s voting power with respect to electing such director. As permitted under British Virgin Islands law, the Company’s Memorandum and Articles of Association do not provide for cumulative voting. As a result, the Company’s shareholders are not afforded any less protections or rights on this issue than shareholders of a Delaware corporation, which has not specifically authorized cumulative voting.

Removal of directors

Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the Certificate of Incorporation provides otherwise. Under the Company’s Memorandum and Articles of Association, directors can be removed from office, with cause, by a resolution of shareholders or by a resolution of directors passed at a meeting of directors called for the purpose of removing the director or for purposes including the removal of the director.

Dissolution; winding up

Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board. Under the BC Act and the Company’s Memorandum and Articles of Association, the Company may appoint a voluntary liquidator by a resolution of the shareholders.

-48-

Amendment of governing documents.

Under the Delaware General Corporation Law, a corporation’s governing documents may be amended with the approval of a majority of the outstanding shares entitled to vote, unless the Certificate of Incorporation provides otherwise.  As permitted by British Virgin Islands law, the Company’s Memorandum andArticles of Association may be amended by a resolution of the Company’s majority shareholders and, subject to certain exceptions, by a resolution of directors.  Any amendment is effective from the date it is registered at the Registry of Corporate Affairs in the BVI.

Rights of non-resident or foreign shareholders

There are no limitations imposed by the Company’s Memorandum and Articles of Association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on the shares. In addition, there are no provisions in the Company’s Memorandum and Articles of Association governing the ownership threshold above which shareholder ownership must be disclosed.

Issuance of additional common shares

The Company’s Memorandum and Articles of Association authorizes the board of directors to issue additional common shares from authorized but unissued shares, to the extent available, from time to time as the board of directors shall determine.

British Virgin Islands taxation

Under the present laws of the British Virgin Islands, there are no applicable taxes on the profits or income of the Company. There are no taxes on profits or income, capital gains tax, estate duty or inheritance tax applicable to any shares held by non-residents of the British Virgin Islands. In addition, there is no stamp duty or similar duty on the issuance, transfer or redemption of the shares. Dividends remitted to the holders of shares who reside outside the British Virgin Islands will not be subject to withholding tax in the British Virgin Islands. Below is a brief summary of the current status of the applicability of the European Union Directive on the Taxation of Savings Income in the British Virgin Islands.

European Union Directive on the Taxation of Savings Income (Directive 2003/48/EC)

The European Union has formally adopted a new Directive, or EU Savings Tax Directive, regarding the taxation of savings income.  Beginning July 1 2005, Member States are required to provide to the tax authorities of another Member State details of payments of interest and other similar income paid by a person within its jurisdiction to or for an individual resident in that other Member State, except that Austria, Belgium and Luxembourg instead impose a withholding system for a transitional period (unless during such period they elect otherwise).

The British Virgin Islands is not a member of the European Union and not within the European Union fiscal territory, but the Government of the United Kingdom requested that the Government of the British Virgin Islands voluntarily apply the provisions of the EU Savings Tax Directive. The Mutual Legal Assistance (Tax Matters) (Amendment) Act (the “Act”) introduces a withholding tax system in respect of payments of interest, or other similar income, made to an individual beneficial owner resident in an EU Member State by a paying agent situated in the British Virgin Islands. The withholding tax system will apply for a transitional period prior to the implementation of a system of automatic communication to EU Member States of information regarding such payments.  During this transitional period, such an individual beneficial owner resident in an EU Member State will be entitled to request a paying agent not to withhold tax from such payments but instead to apply a system by which the details of such payments are communicated to the tax authorities of the EU Member State in which the beneficial owner is resident.

-49-

MATERIAL CONTRACTS

The Company and/or its subsidiaries has entered into and is a party to the following material contracts during the two years immediately preceding the filing of this registration statement:

On or about October 21, 2006, Mopietek entered into an Agreement with China Mobile Group Beijing Co., Ltd. (“China Mobile Ltd.”) regarding message and application service (“K-Java Service”).  Pursuant to the agreement, China Mobile Ltd., as the provider of the K-Java Service platform, was to provide Mopie with paid service access and platform support service, and via the platform of China Mobile Ltd., Mopie was to provide the subscribers of China Mobile Ltd. with K-Java Service.  Further, China Mobile Ltd. was to use its charging and business support system to provide Mopie with paid service charging and collection service.  Mopietek was entitled to the charges and message fees from use by subscribers of the application services or message services provided by Mopietek, with some exclusions, and China Mobile Ltd. was to provide Mopietek with message service fee accounting and collection agency service.  China Mobile Ltd. was entitled to a 15% commission of all fees collected from the Beijing region.  This agreement was effective from October 21, 2006 until October 20, 2007.

On or about January 1, 2007, Mopietek entered into a Cooperation Agreement with China Mobile Communications Corporation, whereby China Mobile, as a network operator, agreed to provide to Mopietek network platform and communications services and WAP access regulations and interface technical regulations for Monternet WAP.  Mopie, as a service provider, agreed to develop and provide application service content pursuant to the regulations furnished by China Mobile. The application service provided by Mopie was to be linked into the Monternet WAP master station of China Mobile.  Mopietek was required to achieve network performance indices, including link success rate when busy of not less than 98%, network latency of not more than 100 milliseconds (“ms”), and Service Performance (“SP”) response latency of not more than 500ms.  Pursuant to the agreement, Mopie was to pay China a 15% commission for charges collected.  The term of the agreement was from January 1, 2007 until December 31, 2007.

On or about April 1, 2007, Mopietek entered into a Cooperation Framework Agreement with the Sichuan branch of China Mobile Communications Corporation regarding the specified content of the central music platform.  Pursuant to the agreement, Mopietek will put its wireless music products on the China Mobile central music platform.  China Mobile will be responsible for the construction and maintenance of the central music platform.  China Mobile will pay Mopie 50% of the ring message fees actually collected from the subscribers for the above-mentioned services.  In the event that Mopie provides wireless music ranking “Qiang Xian Ting” music service for the whole network of China Mobile via the central music platform, China Mobile will pay 70% of the vibration ring service message fees of “Qiang Xian Ting” service and 50% of the colorful ring service ring message fees to Mopietek.  This agreement is effective from April 1, 2007 until March 28, 2008, and China Mobile shall have the option to terminate the agreement at its discretion upon seven (7) days notice.

On or about April 21, 2007, Mopietek entered into an agreement with China Mobile Communications Corporation regarding MMS Communications Carrier Service of Monternet.  Pursuant to the agreement, China Mobile, as the network operator, will provide Mopie with MMS network platform and communications carrier service and Monternet MMS service regulations and interface technical regulations.  Mopietek, as the service provider, will develop and provide application content service pursuant to the regulations provided by China Mobile.  Mopietek, as the MMS service provider, will be able to link to the MMS network platform of China Mobile.  Both parties are obligated to promote the MMS service.  China Mobile will be entitled to a 15% commission of the receivable message fees from the use of China Mobile’s customers of the service provided by Mopietek.  Such fees will be calculated by the provincial branch of China Mobile.  This agreement is effective from April 1, 2007 to March 31, 2008.

-50-

On or about December 10, 2007, the Company entered into a memorandum of understanding with Private Capital Group, one of our shareholders.  Pursuant to the memorandum of understanding, Private Capital Group agreed to engage the necessary counsel to prepare and file this registration statement with the Securities and Exchange Commission.  Private Capital Group is also to assist in the selection of the appropriate market makers and will assist in identifying investor relations firms.  The fees payable to Private Capital Group in connection with the agreement total $250,000.

On or about December 24, 2007, Mopietek entered into a Cooperation Agreement with China Mobile Group Anhui Co., Ltd. regarding Monternet SMS services.  Pursuant to the agreement, Mopie shall provide the Monternet subscribers of China Mobile, with various value-added application services, including message service, via the SMS platform of China Mobile.  China Mobile will make use of its charging and business support system to provide Mopietek with service charging and service fee collection agency services in connection with the value-added application services.  Mopietek is only entitled to receive message fees, excluding subscriber fees and other particularized message fees, and must pay China Mobile a 15% commission for such fees.  Mopietek is not entitled to receive any communication fees.  This Agreement is in effect as of January 1, 2008 and expires at April 30, 2008, and the agreement will be extended automatically for six months as long as neither party disputes such an extension.

On or about July 1, 2007, Molong Information Technology (Shanghai) Co., Ltd. (“Molong”), a subsidiary of the Company, entered into an Exclusive Agreement on Option of Share Transfer with Shanghai Mopietek Information Technology Co., Ltd. (“Mopietek”) and its shareholders.  Pursuant to the agreement, the Mopietek’s shareholders, who held 100% of its outstanding shares of Mopietek, agreed to transfer their shares to Molong and/or any entity or individual designated by Molong for consideration of the minimum price per share permitted by Chinese laws.   While the agreement has been executed, no shares have been transferred to date.

-51-

Quantitative and Qualitative Disclosures About Market Risks

We are exposed to various types of market risks, including changes in interest rates, foreign exchange rates and inflation in the normal course of business.

Interest rate risk

We are subject to risks resulting from fluctuations in interest rates on our bank balances. A substantial portion of our cash is held in China in interest bearing bank deposits and denominated in Renminbi (“RMB”) and Hong Kong Dollars (“HKD”). To the extent that we may need to raise debt financing in the future, upward fluctuations in interest rates will increase the cost of new debt. We do not currently use any derivative instruments to manage our interest rate risk.

Foreign exchange risk

We carry out the majority of our transactions in Renminbi. Therefore, we have limited exposure to foreign exchange fluctuations. A substantial portion of our cash is held in China in interest bearing bank deposits and denominated in Renminbi.  The Renminbi is not a freely convertible currency. The PRC government may take actions that could cause future exchange rates to vary significantly from current or historical exchange rates. Fluctuations in exchange rates may adversely affect the value of any dividends we declare, assuming we ever pay dividends, of which there can be no assurances.

Inflation risk

In recent years, China has not experienced significant inflation or deflation and thus inflation and deflation have not had a significant effect on our business during the past three years. According to the National Bureau of Statistics of China, inflation as measured by the consumer price index in China was 3.9%, 1.8% and 1.5% in 2004, 2005 and 2006, respectively.

EXCHANGE RATE INFORMATION

Our business is conducted in China and substantially all of our net revenues are denominated in Renminbi. This Prospectus contains translations of Renminbi amounts into U.S. dollars at specific rates solely for the convenience of the reader.  Conversions of Renminbi into U.S. dollars in this Prospectus are based on the noon buying rate in New York City for cable transfers of Renminbi as certified for customs purposes by the Federal Reserve Bank of New York.  Unless otherwise noted, all translations from Renminbi to U.S. dollars and from U.S. dollars to Renminbi in this Prospectus were made at a rate of RMB7.2946 to US$1.00, the noon buying rate in effect as of December 31, 2007. We make no representation that any Renminbi or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or Renminbi, as the case may be, at any particular rate, the rates stated below, or at all. The PRC government imposes control over its foreign currency reserves in part through direct regulation of the conversion of Renminbi into foreign exchange and through restrictions on foreign trade.

The following table sets forth information concerning exchange rates between the Renminbi and the U.S. dollar for the periods indicated.

	Noon Buying Rate
Period	Period End	Average(1)	Low	High
	(RMB per US$1.00)
2002	8.2800	8.2772	8.2800	8.2700
2003	8.2767	8.2771	8.2800	8.2765

2004	8.2765	8.2768	8.2774	8.2764
2005	8.0702	8.1826	8.2765	8.0702
2006	7.8041	7.9579	8.0702	7.8041
2007
January	7.7714	7.7876	7.8127	7.7705
February	7.7410	7.7502	7.7632	7.7416
March	7.7232	7.7369	7.7454	7.7232
April	7.7090	7.7247	7.7345	7.7090
May	7.6516	7.6773	7.7065	7.6463
June	7.6120	7.6333	7.6668	7.6120
July	7.5720	7.5757	7.6055	7.5580
August	7.5462	7.5734	7.6181	7.5420
September	7.4928	7.5210	7.5540	7.4928
October	7.4682	7.5016	7.5158	7.4682
November	7.3850	7.4212	7.3800	7.4582
December	7.2946	7.3681	7.2946	7.4120

(1) Averages for a period are calculated by using the average of the exchange rates on the end of each month during the period. Monthly averages are calculated by using the average of the daily rates during the relevant period.

-52-

VALIDITY OF SECURITIES AND INTERESTS OF NAME EXPERTS

The validity of the shares will be passed upon for us by Harney Westwood & Riegels, Hong Kong and the British Virgin Islands, which does not own any interest contingent or otherwise in the Company.

Our financial statements as of December 31, 2007 and 2006 and the consolidated statements of operations and comprehensive income (loss) for each of the three years for the periodended December 31, 2007, included in this Registration Statement have been so included in reliance on the report of Li & Company, PC, independent certified public accountants given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission a registration statement on Form F-1 under the Securities Act in connection with the offering of our shares. This Prospectus, which forms a part of our registration statement, does not contain all of the information set forth in the registration statement, certain items of which are contained in the exhibits and schedules of the registration statement. For further information with respect to our company and shares offered, you should refer to the registration statement and the accompanying exhibits. With respect to each contract, agreement or other document filed as an exhibit to the registration statement, you should refer to the exhibit for a more complete discussion of the matter. The registration statement and the exhibits thereto filed by us with the Securities and Exchange Commission may be inspected at the public reference facilities of the Securities and Exchange Commission listed below.

Upon completion of this offering, we will become subject to the informational requirements of the Exchange Act. Under the Exchange Act, we will be required to file periodic reports and other information with the Securities and Exchange Commission, including annual reports on Form 20-F and quarterly and other interim reports on Form 6-K. You may inspect such reports and other information we file with the Securities and Exchange Commission in accordance with the Exchange Act at the public reference facilities maintained by the Securities and Exchange Commission at Judiciary Plaza, 450 Fifth Street, Room 1024, N.W., Washington, D.C. 20549. Copies of such material may also be obtained from the Public Reference Section of the Securities and Exchange Commission at 100 F Street, NE, Room 1580, Washington, DC, 20549 (202), 551-8090, or on the SEC’s EDGAR website at  http://www.sec.gov.

As a foreign private issuer, we will be exempt from the rules under Section 14 of the Exchange Act prescribing the furnishing and consent of proxy statements, and our officers, directors and principal shareholders will be exempt from the reporting and short swing profit recovery provisions contained in Section 16 of the Exchange Act with respect to their purchases and sales of shares. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the Securities and Exchange Commission as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we intend to furnish our shareholders with annual reports in English containing financial statements which will be audited and reported on, with an opinion expressed, by an independent public accounting firm, prepared in accordance with U.S. GAAP.

Disclosure of Commission Position on Indemnification For Securities Act Liabilities.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

-53-

ESTIMATED EXPENSES OF OFFERING:

The following table sets forth the expenses in connection with this registration statement. All of such expenses are estimates, other than the filing fees payable to the Securities and Exchange Commission.

Description	Amount to be Paid
Filing Fee - Securities and Exchange Commission	$	1.32
Attorney's fees and expenses		35,000.00	*
Accountant's fees and expenses		10,000.00	*
Transfer agent's and registrar fees and expenses		1,500.00	*
Printing and engraving expenses		1,500.00	*
Miscellaneous expenses		5,000.00	*
Total	$	53,001.32
* Estimated.

-54-

 MOPIE (BVI) LIMITED AND SUBSIDIARIES

December 31, 2007 and 2006

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Contents	Page(s)
Report of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets	F-2
Consolidated Statements of Operations and Comprehensive Income (Loss)	F-3
Consolidated Statement of Stockholders’ Equity (Deficit)	F-4
Consolidated Statements of Cash Flows	F-5
Notes to the Consolidated Financial Statements	F-6 to F-14
Schedule:
Schedule II Valuation and Qualifying Accounts for the years ended December 31, 2007, 2006 and 2005	F-15

-55-

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Mopie (BVI) Limited

Shanghai, China

We have audited the accompanying consolidated balance sheets of Mopie (BVI) Limited and Subsidiaries (collectively, “Mopie” or the “Company”) as of December 31, 2007 and 2006, and the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 2007.  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 the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  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 purposes 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 amount 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 positions of the Company as of December 31, 2007 and 2006, and the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 2007 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Company had an accumulated deficit, net loss and net cash used in operations for the year ended December 31, 2007.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans in regards to these matters are also described in Note 3.  The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/Li & Company, PC

Li & Company, PC

Skillman, New Jersey

August 1, 2008

F-1

MOPIE (BVI) LIMITED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
				December 31, 2007		December 31, 2006
ASSETS
CURRENT ASSETS:
	Cash			$	114,792	$	856,806
	Restricted cash				27,418		-
	Accounts receivable, net of allowance for doubtful accounts				41,850		85,667
		of $87,706 and $0, respectively
	Due from related parties				157,292		185,208
	Prepayments and other current assets				33,956		20,706
		Total Current Assets			375,308		1,148,387
PROPERTY AND EQUIPMENT, net					122,604		97,083
SECURITY DEPOSIT					12,612		9,062
			Total Assets	$	510,524	$	1,254,532
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
	Accounts payable			$	24,339	$	-
	Accrued expenses and other current liabilities				62,867		48,592

		Total Current Liabilities			87,206		48,592
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
	Common stock, no par value, 10,000,000 shares authorized,
		5,000,000 shares issued and outstanding			1,208,240		1,208,240
	Additional paid-in capital				150,000		150,000
	Accumulated deficit				(1,019,291)		(188,066)
	Accumulated other comprehensive income:
		Foreign currency translation gain			84,369		35,766
		Total Stockholders' Equity			423,318		1,205,940
			Total Liabilities and Stockholders' Equity	$	510,524	$	1,254,532
See accompanying notes to the Consolidated Financial Statements.

F-2

MOPIE (BVI) LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
	For the Year Ended
	December 31, 2007		December 31, 2006		December 31, 2005
NET REVENUES	$	793,991	$	3,676,547	$	360,550
OPERATING EXPENSES:
Selling expenses		53,942		82,639		17,301
Research and development		918,180		1,843,537		1,229,486
General and administrative expenses		648,470		691,983		251,391
Total operating expenses		1,620,592		2,618,159		1,498,178
INCOME (LOSS) FROM OPERATIONS		(826,601)		1,058,388		(1,137,628)
OTHER (INCOME) EXPENSE:
Interest income		(2,877)		(1,873)		(749)
Other expense		7,501		2,965		10
Total other (income) expense, net		4,624		1,092		(739)
INCOME (LOSS) BEFORE INCOME TAXES		(831,225)		1,057,296		(1,136,889)
INCOME TAXES		-		-		-
NET INCOME (LOSS)		(831,225)		1,057,296		(1,136,889)
OTHER COMPREHENSIVE INCOME:
Foreign currency translation gain		48,603		25,094		10,672

COMPREHENSIVE INCOME (LOSS)	$	(782,622)	$	1,082,390	$	(1,126,217)
NET INCOME (LOSS) PER COMMON SHARE
- BASIC AND DILUTED:	$	(0.17)	$	0.21	$	(0.23)
Weighted average common shares outstanding
- Basic and diluted		5,000,000		5,000,000		5,000,000
See accompanying notes to the Consolidated Financial Statements.

F-3

MOPIE (BVI) LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
For the Year Ended December 31, 2007
										Accumulated Other
										Comprehensive
	Common Stock, No Par Value				Additional					Income		Total
	Number of				Paid-in		Accumulated			Foreign Currency		Stockholders'
	Shares		Amount		Capital		Deficit			Translation Gain		Equity (Deficit)
Balance, December 31, 2004		5,000,000	$	1,208,240	$	-	$	(108,473	)	$	-	$	1,099,767
Comprehensive income
Net income								(1,136,889	)				(1,136,889	)
Foreign currency translation gain											10,672		10,672
Total comprehensive income													(1,126,217	)
Balance, December 31, 2005		5,000,000		1,208,240		-		(1,245,362	)		10,672		(26,450	)
Contribution to capital						150,000							150,000
Comprehensive income
Net income								1,057,296					1,057,296
Foreign currency translation gain											25,094		25,094
Total comprehensive income													1,082,390

Balance, December 31, 2006	5,000,000		1,208,240		150,000		(188,066	)		35,766		1,205,940
Comprehensive income
Net loss							(831,225	)				(831,225	)
Foreign currency translation gain										48,603		48,603
Total comprehensive loss												(782,622	)
Balance, December 31, 2007	5,000,000	$	1,208,240	$	150,000	$	(1,019,291	)	$	84,369	$	423,318
See accompanying notes to the Consolidated Financial Statements.

F-4

MOPIE (BVI) LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
	For the Year Ended
	December 31, 2007		December 31, 2006		December 31, 2005
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(831,225)	$	1,057,296	$	(1,136,891)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities
Depreciation and amortization expense		24,094		20,130		1,832
Changes in operating assets and liabilities:
Accounts receivable		49,801		3,874		(86,494)
Prepayments and other current assets		(11,804)		9,723		(29,425)
Security deposit		(2,917)		-		(8,763)
Accounts payable		24,339		(137,422)		132,891
Accrued expenses and other current liabilities		10,881		(194,648)		229,380
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		(736,831)		758,953		(897,470)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(42,834)		(23,060)		(90,616)
NET CASH USED IN INVESTING ACTIVITIES		(42,834)		(23,060)		(90,616)
CASH FLOWS FROM FINANCING ACTIVITIES:
Amounts received from (paid to) related parties		40,852		(178,429)		8,470
Contribution to capital		-		150,000		-

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		40,852		(28,429)		8,470
EFFECT OF EXCHANGE RATE CHANGES ON CASH		24,217		30,063		10,387
NET INCREASE (DECREASE) IN CASH		(714,596)		737,527		(969,229)
Cash at beginning of year		856,806		119,279		1,088,508
Cash, including restricted cash at end of year	$	142,210	$	856,806	$	119,279
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	$	-	$	-	$	-
Taxes paid	$	-	$	-	$	-
See accompanying notes to the Consolidated Financial Statements.

F-5

MOPIE (BVI) LIMITED AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2007 and 2006

NOTE 1 – ORGANIZATION AND OPERATIONS

Mopie (BVI) Limited (“Mopie” or the “Company”) was incorporated on November 21, 2007 under the laws of the Territory of the British Virgin Islands.  Mopie was formed for the sole purpose of acquiring all of the issued and outstanding shares of common stock of Luckybull Limited.  For the period from November 21, 2007 through December 31, 2007 (the date of acquisition), Mopie was inactive and had no assets or liabilities.

Luckybull Limited (“Luckybull”) was incorporated on July 20, 2005 under the laws of the Territory of the British Virgin Islands.  On June 7, 2006, Luckybull formed Molong (Shanghai) Information Technology Co., Ltd. (“Molong”), a wholly-owned foreign enterprise (“WOFE”) subsidiary in the People’s Republic of China (“PRC”).  Molong has been inactive since its inception.

Shanghai Mopietek Information Technology Co., Ltd. (“Mopietek”) was incorporated on June 18, 2003 in the PRC.  Mopietek engages in the development, design and production of computer software; development and design of network technology; sales of self-developed products; and relevant technical consulting and technical services.

Merger of Luckybull

On December 28, 2007, the Company entered into a Stock Purchase Agreement (the “Stock Purchase”) with Luckybull. Pursuant to the Stock Purchase, the Company issued 4,500,000 shares of its common stock representing 90.0% of its issued and outstanding shares for all of the issued and outstanding shares of capital stock of Luckybull.  As a result of the ownership interest of the former shareholder of Luckybull, for financial statement reporting purposes, the merger between the Company and Luckybull has been treated as a reverse acquisition with Luckybull deemed the accounting acquirer and the Company deemed the accounting acquiree under the purchase method of accounting in accordance with Statement of Financial Accounting Standards No. 141 “Business Combinations” (“SFAS No. 141”).  The reverse merger is deemed a capital transaction and the net assets of Luckybull (the accounting acquirer) are carried forward to the Company (the legal acquirer and the reporting entity) at their carrying value before the combination. The acquisition process utilizes the capital structure of the Company and the assets and liabilities of Luckybull which are recorded at historical cost.  The equity of the Company is the historical equity of Luckybull retroactively restated to reflect the number of shares issued by the Company in the transaction.

Variable Interest in Mopietek by Luckybull, Companies under Common Control

On July 1, 2007, Luckybull by and through its wholly owned subsidiary, Molong, entered into an Exclusive Service Agreement, Share Transfer Agreement, Shareholder Voting Trust Agreement and Stock Collateral Agreement (“Exclusive Contractual Agreements”) with Mopietek, a company under common control with Luckybull.  Mopietek operates its information technology businesses in China and is wholly-owned by Chinese citizens but 100% controlled by Molong.  Molong does not have any equity interest in Mopietek.  In order to meet domestic ownership requirements under Chinese law, which restricts foreign companies from operating in the information technology industry, Molong executed a series of exclusive contractual agreements.  These contractual agreements allow Molong to, among other things, secure significant rights to influence Mopietek’s business operations, policies and management, approve all matters requiring shareholder approval, and the right to receive 100% of the audited income earned by Mopietek.  In addition, to ensure that Mopietek and its shareholders perform their obligations under these contractual arrangements, Mopietek shareholders have pledged to Molong all of their equity interests in Mopietek.

The Company consolidates its 100% controlled variable interest entity (“VIE”) in accordance with Financial Accounting Standards Board (“FASB”) Interpretation No. 46 (revised December 2003) “Consolidation of Variable Interest Entities, an interpretation of ARB No. 51” (“FIN No. 46(R)”). The Variable Interest in Mopietek has been recorded on the purchase method of accounting at historical amounts as the Company and Mopietek were under common control since 2004.  The consolidated financial statements have been presented as if the Variable Interest in Mopietek had occurred on January 1, 2005.

Pursuant to the Exclusive Service Agreement, Molong has the exclusive right to provide to Mopietek complete technical support, business support and related consulting services, which include, among others, technical services, business consultations, marketing consultancy and product research and development.  Mopietek agrees to pay an annual service fee to Molong equal to a defined percentage of Mopietek’s audited income each year.  These agreements have a one-year term, subject to renewal and early termination in accordance with the terms therein under Molong’s option.

F-6

Under the Share Transfer Agreement and Stock Collateral Agreement entered into by and among Molong, Mopietek and each of the two shareholders of Mopietek, the shareholders of Mopietek, irrevocably grant to Molong or its designated person an exclusive option to purchase, to the extent permitted by PRC law, a portion or all of their respective equity interests in Mopietek for a purchase price to be designated by Molong to the extent allowed by applicable PRC laws and regulations.  Molong or its designated person has the sole discretion to decide when to exercise the option, whether in part or in full.  Each of these agreements has a one-year term, subject to renewal at Molong’s election.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

This basis of accounting differs in certain material respects from that used for the preparation of the books of account of the Company prepared in accordance with the accounting principles and the relevant financial regulations applicable to enterprises with limited liabilities established in the People’s Republic of China (“PRC GAAP”), the accounting standards used in the place of their domicile.  The accompanying consolidated financial statements reflect necessary adjustments not recorded in the books of account of the Company to present them in conformity with U.S. GAAP.

The consolidated financial statements include all accounts of Mopie as of December 31, 2007 and for the period from November 21, 2007 through December 31, 2007, Luckybull, Molong, its wholly-owned subsidiaries and Mopietek, its 100% controlled variable interest entity as of December 31, 2007 and 2006 and for each of the three years in the period ended December 31, 2007.  All inter-company and inter-entity balances and transactions have been eliminated.

Business combination

In accordance with Statement of Financial Accounting Standards No. 141 “Business Combinations” (“SFAS No. 141”) the Company allocates the purchase price of acquired entities to the tangible and intangible assets acquired and liabilities assumed, based on their estimated fair values.  The Company engaged an independent third-party appraisal firm to assist management in determining the fair values of certain assets acquired and liabilities assumed.  Such a valuation required management to make significant estimates and assumptions, especially with respect to intangible assets.

Management makes estimates of fair values based upon assumptions believed to be reasonable.  These estimates are based on historical experience and information obtained from the management of the acquired companies.  Critical estimates in valuing certain of the intangible assets include but are not limited to: future expected cash flows from revenues, customer relationships, key management and market positions, assumptions about the period of time the acquired trade names will continue to be used in the Company’s combined product portfolio, and discount rates used to establish fair value.  These estimates are inherently uncertain and unpredictable. Assumptions may be incomplete or inaccurate, and unanticipated events and circumstances may occur which may affect the accuracy or validity of such assumptions, estimates or actual results.

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reporting amounts of revenues and expenses during the reported period.  Significant estimates include the estimated useful lives of property and equipment.  Actual results could differ from those estimates.

Cash equivalents

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

Restricted cash

Restricted cash represents the full amount sought by the vendor which was set aside by the court in connection with a breach of contract law suit against the Company brought by a vendor.

F-7

Trade accounts receivable

Trade accounts receivable are recorded at the invoiced amount, net of an allowance for doubtful accounts.  The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determines the allowance based on historical write-off experience, customer specific facts and economic conditions.  Bad debt expense is included in general and administrative expenses, if any.

Outstanding account balances are reviewed individually for collectibility.  Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.  The Company does not have any off-balance-sheet credit exposure to its customers.

Property and equipment

Property and equipment are recorded at cost.  Expenditures for major additions and betterments are capitalized.  Maintenance and repairs are charged to operations as incurred.  Depreciation of property and equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets estimated useful lives ranging from three (3) years to five (5) years.  Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in operations.  Leasehold improvements, if any, are amortized on a straight-line basis over the lease period or the estimated useful life, whichever is shorter.  Upon becoming fully amortized, the related cost and accumulated amortization are removed from the accounts.

Impairment of long-lived assets

The Company follows Statement of Financial Accounting Standards No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS No. 144”) for its long-lived assets.  The Company’s long-lived assets, which include property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets.  Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable.  If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.  The Company determined that there were no impairments of long-lived assets as of December 31, 2007 or 2006.

Fair value of financial instruments

The Company follows Statement of Financial Accounting Standards No. 107 “Disclosures about Fair Value of Financial Instruments” (“SFAS No. 107”) for its financial instruments.  The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties.  The carrying amounts of financial assets and liabilities, such as cash, accounts receivable, prepayments and other current assets, accounts payable, accrued expenses and other current liabilities, approximate their fair values because of the short maturity of these instruments.

Revenue recognition

The Company follows the guidance of the United States Securities and Exchange Commission’s Staff Accounting Bulletin (“SAB”) No. 101 “Revenue Recognition” (“SAB No. 101”), as amended by SAB No. 104 (“SAB No. 104”) for revenue recognition.  The Company records revenue when persuasive evidence of an arrangement exists, service has been rendered, the sales price to the customer is fixed or determinable, and collectability is reasonably assured.

Advertising costs

Advertising costs are expensed as incurred.

F-8

Research and development

Research and development costs are charged to expense as incurred.  Research and development costs consist primarily of remuneration for research and development staff, depreciation and maintenance expenses of research and development equipment and material and testing costs for research and development.

Income taxes

The Company follows Statement of Financial Accounting Standards No. 109 “Accounting for Income Taxes” (“SFAS No. 109”), which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.  Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.  Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Consolidated Statements of Operations and Comprehensive Income in the period that includes the enactment date.

Foreign currency translation

Transactions and balances originally denominated in U.S. dollars are presented at their original amounts.  Transactions and balances in other currencies are converted into U.S. dollars in accordance with Statement of Financial Accounting Standards No. 52 “Foreign Currency Translation” (“SFAS No. 52”) and are included in determining net income or loss.

The financial records of the Company are maintained in their local currency, the Renminbi (“RMB”), which is the functional currency.  Assets and liabilities are translated from the local currency into the reporting currency, U.S. dollars, at the exchange rate prevailing at the balance sheet date. Revenues and expenses are translated at weighted average exchange rates for the period to approximate translation at the exchange rates prevailing at the dates those elements are recognized in the consolidated financial statements.  Foreign currencytranslation gain (loss) resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining accumulated other comprehensive income in the consolidated statement of stockholders’ equity.

RMB is not a fully convertible currency. All foreign exchange transactions involving RMB must take place either through the People’s Bank of China (the “PBOC”) or other institutions authorized to buy and sell foreign exchange.  The exchange rate adopted for the foreign exchange transactions are the rates of exchange quoted by the PBOC, which are determined largely by supply and demand. Translation of amounts from RMB into United States dollars (“US$”) has been made at the following exchange rates for Molong and Mopietek for the respective years:

December 31, 2007
Balance sheet	RMB 7.2946 to US$1.00
Statement of operations and comprehensive income	RMB 7.6072 to US$1.00
December 31, 2006
Balance sheet	RMB 7.8041 to US$1.00
Statement of operations and comprehensive income	RMB 7.9723 to US$1.00
December 31, 2005
Balance sheet	RMB 8.0702 to US$1.00
Statement of operations and comprehensive income	RMB 8.1940 to US$1.00

Commencing July 21, 2005, China adopted a managed floating exchange rate regime based on market demand and supply with reference to a basket of currencies.  The exchange rate of the US dollar against the RMB was adjusted from approximately RMB 8.28 per US dollar to approximately RMB 8.11 per US dollar on July 21, 2005.  Since then, the PBOC administers and regulates the exchange rate of the US dollar against the RMB taking into account demand and supply of RMB, as well as domestic and foreign economic and financial conditions.

Net gains and losses resulting from foreign exchange transactions, if any, are included in the Consolidated Statements of Operations and Comprehensive Income.  The foreign currency translation gain at December 31, 2007, 2006 and 2005 was $48,063, $25,094 and $10,672 and effect of exchange rate changes on cash flows for each of the three years in the period ended December 31, 2007 were $24,217, $30,063 and $10,387, respectively.

F-9

Comprehensive income (loss)

The Company has adopted Statement of Financial Accounting Standards No. 130 “Reporting Comprehensive Income” (“SFAS No. 130”).  This statement establishes rules for the reporting of comprehensive income and its components. Comprehensive income (loss), for the Company, consists of net income (loss) and foreign currency translation adjustments and is presented in the Consolidated Statements of Operations and Comprehensive Income (Loss) and Stockholders’ Equity (Deficit).

Net income (loss) per common share

Net income (loss) per common share is computed pursuant to Statement of Financial Accounting Standards No. 128 “Earnings Per Share” (“SFAS No. 128”).  Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during each period.  Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period.  There were no potentially dilutive shares outstanding as of December 31, 2007, 2006 or 2005.

Commitments and contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

Recently issued accounting pronouncements

On June 5, 2003, the United States Securities and Exchange Commission (“SEC”) adopted final rules under Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”), as amended by SEC Release No. 33-8934 on June 26, 2008.  Commencing with its annual report for the year ending December 31, 2009, the Company will be required to include a report of management on its internal control over financial reporting. The internal control report must include a statement

· Of management’s responsibility for establishing and maintaining adequate internal control over its financial reporting;

· Of management’s assessment of the effectiveness of its internal control over financial reporting as of year end; and

· Of the framework used by management to evaluate the effectiveness of the Company’s internal control over financial reporting.

Furthermore, in the following year, it is required to file the auditor’s attestation report separately on the Company’s internal control over financial reporting on whether it believes that the Company has maintained, in all material respects, effective internal control over financial reporting.

On September 15, 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Statement No. 157 “Fair Value Measurements” (“SFAS No. 157”).  SFAS No. 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements.  SFAS No. 157 is effective as of the beginning of the first fiscal year beginning after November 15, 2007.  The Company does not anticipate that the adoption of this statement will have a material effect on the Company’s financial condition and results of operations.

On February 15, 2007, the FASB issued FASB Statement No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities: Including an amendment of FASB Statement No. 115” (“SFAS No. 159”).  SFAS No. 159 permits all entities to elect to measure many financial instruments and certain other items at fair value with changes in fair value reported in earnings.  SFAS No. 159 is effective as of the beginning of the first fiscal year that begins after November 15, 2007, with earlier adoption permitted.  The Company does not anticipate that the adoption of this statement will have a material effect on the Company’s financial condition and results of operations.

In June 2007, the Emerging Issues Task Force of the FASB issued EITF Issue No. 07-3 “Accounting for Nonrefundable Advance Payments for Goods or Services to be Used in Future Research and Development Activities” (“EITF Issue No. 07-3”) which is effective for fiscal years beginning after December 15, 2007.  EITF Issue No. 07-3 requires that nonrefundable advance payments for future research and development activities be deferred and capitalized.  Such amounts will be recognized as an expense as the goods are delivered or the related services are performed.  The Company does not expect the adoption of EITF Issue No. 07-3 to have a material impact on the financial results of the Company.

F-10

In December 2007, the FASB issued FASB Statement No. 141 (Revised 2007) “Business Combinations” (“SFAS No. 141(R)”), which requires the Company to record fair value estimates of contingent consideration and certain other potential liabilities during the original purchase price allocation, expense acquisition costs as incurred and does not permit certain restructuring activities previously allowed under Emerging Issues Task Force Issue No. 95-3 to be recorded as a component of purchase accounting.  SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008, except for the presentation and disclosure requirements, which shall be applied retrospectively for all periods presented.  The Company has not determined the effect that the adoption of SFAS No. 141(R) will have on the financial results of the Company.

In December 2007, the FASB issued FASB Statement No. 160 “Noncontrolling Interests in Consolidated Financial Statements - an amendment of ARB No. 51” (“SFAS No. 160”), which causes noncontrolling interests in subsidiaries to be included in the equity section of the balance sheet.  SFAS No. 160 applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008, except for the presentation and disclosure requirements, which shall be applied retrospectively for all periods presented.  The Company has not determined the effect that the adoption of SFAS No. 160 will have on the financial results of the Company.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

NOTE 3 – GOING CONCERN

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.  As reflected in the accompanying consolidated financial statements, the Company had an accumulated deficit of $1,019,291 at December 31, 2007, a net loss and net cash used in operations of $831,225 and $736,831 for the year ended December 31, 2007, respectively.

While the Company is attempting to produce sufficient revenues, the Company’s cash position may not be enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering.  Management believes that the actions presently being taken to generate sufficient revenues will provide the opportunity for the Company to continue as a going concern.  While the Company believes in the viability of its strategy to increase revenues and in its ability to raise additional funds, there can be no assurances to that effect.  The ability of the Company to continue as a going concern is dependent upon the Company’s ability to generate sufficient revenues.  The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 4 – PROPERTY AND EQUIPMENT

Property and equipment, stated at cost, less accumulated depreciation at December 31, 2007 and 2006 consisted of the following:

	Estimated Useful Life (Years)	December 31, 2007			December 31, 2006
Equipment	3 – 5	$	133,400		$	119,417
Leasehold improvement	2		37,192			-
			170,592			119,417
Less accumulated depreciation			(47,988	)		(22,334	)
		$	122,604		$	97,083

Depreciation and amortization expense for each of the three years in the period ended December 31, 2007 was $18,348, $20,332 and $1,804, respectively.

NOTE 5 – DUE FROM RELATED PARTIES

Advances to a stockholder at December 31, 2007 and 2006, consisted of the following:

F-11

	December 31,  2007		December 31, 2006
Advances to a stockholder	$	157,292	$	185,208
	$	157,292	$	185,208

The advances bear no interest and are payable on demand.

NOTE 6 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities at December 31, 2007 and 2006, consisted of the following:

	December 31,  2007		December 31, 2006
Accrued payroll and benefits	$	19,748	$	27,073
Taxes payable		2,666		8,558
Other payables		13,035		12,961
Expected losses on pending litigation (See Note 9(ii))		27,418		-
	$	62,867	$	48,592

NOTE 7 – STOCKHOLDERS’ EQUITY

Common stock

The Company was incorporated on November 21, 2007 at which time 500,000 shares (800,000 shares prior to the cancellation of 300,000 shares in July 2008, effective as of November 29, 2007) of common stock were issued to the Company’s founders.  No value was given to the shares issued by the newly formed corporation.

NOTE 8 – INCOME TAXES

Mopie and Luckybull are exempt from BVI income taxes since both are non-operating holding companies.  Substantially all of the Company’s income (loss) before income taxes and related tax expense are from PRC sources.  Molong, the Company’s wholly-owned subsidiary, and Mopietek, the Company’s 100% controlled variable interest in PRC file income tax returns under the Income Tax Law of the People’s Republic of China concerning Foreign Investment Enterprises and Foreign Enterprises and local income tax laws (the “PRC Income Tax Law”).

PRC Tax

Molong is registered and operates in the Shanghai Fudan Science and Technology Park, Shanghai, PRC.  No provision for income taxes has been made as Molong is currently inactive and had no taxable income for the year ended December 31, 2007 and for the period from June 7, 2006 (inception) through December 31, 2006.  The statutory tax rate for relevant periods is 33% prior to December 31, 2007 and 25% as of January 1, 2008 and forward.

Mopietek is registered and operates in the Shanghai Fudan Science and Technology Park, Shanghai, PRC, and is recognized as a “Software Development Enterprise Located in High-Tech Development Zone” as of October 1, 2007 retroactive to January 1, 2006 and a “High Technology Enterprise Located in High-Tech Development Zone” as of December 31, 2007.  As a result, it is entitled to a preferential enterprise income tax rate of 15%.  In accordance with the relevant income tax laws, the profits of Mopietek are fully exempted from income tax for two (2) years as a “Software Development Enterprise Located in High-Tech Development Zone” for the year ended December 31, 2007 and 2006 and five (5) years as a “High Technology Enterprise Located in High-Tech Development Zone”, from 2008 through 2012 and forward.  The statutory tax rate for relevant periods is 33% prior to December 31, 2007 and 25% as of January 1, 2008 and forward.

(i) Income taxes in the consolidated statements of operations and comprehensive income (loss)

F-12

A reconciliation of the Chinese statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows:

	For the Year Ended
	December 31, 2007			December 31, 2006			December 31, 2005
Chinese statutory income tax rate		33.0	%		33.0	%		33.0	%
Increase (reduction) in income taxes resulting from:
Net operating loss (“NOL”) carry-forwards		(33.0	)		-			(33.0	)
Tax holiday		-			(33.0	)		-
Effective income tax rate		0.0	%		0.0	%		0.0	%

At December 31, 2007, the Company has available for income tax purposes net operating loss (“NOL”) carry-forwards of $1,019,291 that may be used to offset future taxable income through the year ending December 31, 2012.  No tax benefit has been reported with respect to these net operating loss carry-forwards in the accompanying financial statements since the Company believes that the realization of its net deferred tax assets of approximately $254,823 was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset by a valuation allowance of $254,823.

Deferred tax assets consist primarily of the tax effect of NOL carry-forwards.  The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability.  The valuation allowance increased approximately $192,761 for the year ended December 31, 2007.  The Company realized tax benefits of NOL carry-forwards of approximately $348,908 for the year ended December 31, 2006.

Components of deferred tax assets as of December 31, 2007 and 2006 are as follows:

	December 31, 2007			December 31, 2006
Net deferred tax assets – Non-current:
Expected income tax benefit from NOL carry-forwards	$	336,366			62,062
Cumulative effect of statutory reduction of enacted income tax rate effective January 1, 2008		(81,543	)		-
Expected income tax benefit from NOL carry-forwards, net of cumulative effect of statutory reduction of enacted income tax rate		254,823			62,062
Less valuation allowance		(254,823	)		(62,062	)
Deferred tax assets, net of valuation allowance	$	-		$	-

NOTE 9 – COMMITMENTS AND CONTINGENCIES

(i) Operating leases

The Company leases its offices in Shanghai and Beijing, PRC, under non-cancellable operating leases expiring through October 30, 2009.  Future minimum lease payments required under these non-cancelable operating leases that have initial or remaining service terms in excess of one year at December 31, 2007 were as follows:

Year ending December 31:
2008	$	75,672
2009		63,060
	$	138,732

For each of the three years in the period ended December 31, 2007, rent expense relating to the operating leases amounted to $54,048, $55,779 and $5,667, respectively.

F-13

(ii) Litigation

A vendor initiated a breach of contract lawsuit against the Company and the court set aside the full amount sought by the vendor in connection with the law suit on December 22, 2007 (See Note 6).  The amount set aside of $27,418 is shown as restricted cash on the Company’s balance sheet with the corresponding accrual for this litigation.

NOTE 10 – CONCENTRATIONS AND CREDIT RISK

(i) Credit Risk

Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents.  As of December 31, 2007, substantially all of the Company’s cash and cash equivalents were held by major financial institutions located in the PRC, none of which are insured.  However, the Company has not experienced losses on these accounts and management believes that the Company is not exposed to significant risks on such accounts.

(ii) Customers and Credit Concentrations

Two customers accounted for approximately 97.5%, 99.6% and 100.0% of total sales for each of the three years in the period ended December 31, 2007 and 91.9%, 97.5% and 100.0% of accounts receivable as of December 31, 2007, 2006 and 2005, respectively.

NOTE 11 - FOREIGN OPERATIONS

(i) Operations

Substantially all of the Company’s operations are carried out and all of its assets 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.  The Company’s business may be influenced by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency fluctuation and remittances and methods of taxation, among other things.

(ii) Dividends and Reserves

Under the laws of the PRC, net income after taxation can only be distributed as dividends after appropriation has been made for the following: (i) cumulative prior years’ losses, if any; (ii) allocations to the “Statutory Surplus Reserve” of at least 10% of net income after tax, as determined under PRC accounting rules and regulations, until the fund amounts to 50% of the Company’s registered capital; (iii) allocations of 5-10% of income after tax, as determined under PRC accounting rules and regulations, to the Company’s “Statutory Common Welfare Fund”, which is established for the purpose of providing employee facilities and other collective benefits to employees in PRC; and (iv) allocations to any discretionary surplus reserve, if approved by stockholders.

As of December 31, 2007, the Company had no Statutory Surplus Reserve and the Statutory Common Welfare Fund established and segregated in retained earnings.

NOTE 12 – SUBSEQUENT EVENTS

(i) Sale of shares of common stock

In February 2008, the Company sold 86,000 shares of its common stock at $0.50 per share to 43 unrelated individuals for $43,000.

(ii) Entry into a consulting agreement

In July 2008, with an effective date of November 29, 2007, the Company entered into a Consulting Agreement with Private Capital Group (BVI) Limited (“PCG”), which holds 500,000 shares of the Company’s common stock; pursuant to which PCG agreed to perform consulting services for the Company in connection with the Company’s business, public listing and general business strategy moving forward.  Pursuant to the terms of the Consulting Agreement, the Company agreed to pay PCG a monthly consulting fee, beginning on August 1, 2008, equal to $2,500 per month, increasing to $7,500 per month in the event the Company completes any transaction over $2,000,000, and the Company agreed to pay PCG $200,000 upon the Company obtaining a listing on the Over-The-Counter Bulletin Board. In connection with and pursuant to the Consulting Agreement, PCG agreed to cancel 300,000 of the 800,000 shares of common stock which it was issued in November 2007 in consideration for services rendered to the Company in connection with the Company’s formation, effective as of November 29, 2007, in consideration for the Company agreeing to the terms of the Consulting Agreement.  The Consulting Agreement is in effect for a term of three years, ending on July 31, 2011.  The Consulting Agreement can be terminated by the Company at any time due to PCG’s gross negligence or willful misconduct, by PCG at any time upon the Company’s gross negligence or willful misconduct and/or upon the mutual consent of the parties.

F-14

MOPIE (BVI) LIMITED AND SUBSIDIARIES

Valuation and Qualifying Accounts

For the Year Ended December 31, 2007, 2006 and 2005

	Balance at beginning of		Add charge to		Deduct bad debt			Add translation		Balance  at end of
	period		Income		written off			adjustment		period
For the Year Ended December 31, 2005:
Allowance for doubtful accounts	$	-	$	-	$	(-	)	$	-	$	-
For the Year Ended December 31, 2006:
Allowance for doubtful accounts	$	-	$	-	$	(-	)	$	-	$	-
For the Year Ended December 31, 2007:
Allowance for doubtful accounts	$	-	$	84,102	$	(-	)	$	3,604	$	87,706

F-15

Dealer Prospectus Delivery Obligation

Until ninety (90) days after the later of (1) the effective date of the registration statement or (2) the first date on which the securities are offered publicly, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a Prospectus. This is in addition to the dealers' obligation to deliver a Prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

-56-

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 6.  Indemnification of Directors and Officers.

Our Memorandum and Articles of Association contain provisions that entitle the Company to indemnify against all expenses, including legal fees, and against all judgments fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings, any person involved in legal proceeding by reason of the fact that the person is or was a director of the Company or the person, at the request of the Company, is or was serving as director, or any other capacity, of any other body corporate.  The Company may only indemnify if the person acted honestly, in good faith, with a view to the best interest of the Company, and in the case of criminal proceedings, the person had no reasonable cause to believe that his conduct was unlawful.  We believe that these provisions are necessary to attract and retain qualified persons as directors and officers.  As a result of these provisions, the ability of the Company or a stockholder thereof to successfully prosecute an action against a director for a breach of his duty of care has been limited.  However, the provision does not affect the availability of equitable remedies such as an injunction or rescission based upon a director’s breach of his duty of care.  The Securities and Exchange Commission has taken the position that the provisions will have no effect on claims arising under the federal securities laws.

Item 7.  Recent Sales of Unregistered Securities.

On or around November 29, 2007, the Company issued an aggregate of 800,000 shares of its restricted common stock to Private Capital Group (BVI) Limited (“PCG”) in consideration for PCG incorporating the Company and paying certain expenses on behalf of the Company.  In July 2008, PCG entered into a Consulting Agreement with the Company, effective November 29, 2007, pursuant to which PCG agreed to cancel 300,000 shares of common stock in the Company in consideration for the Company agreeing to enter into the Consulting Agreement.  The Consulting Agreement is described in greater detail above under “Related Party Transactions.”  As a result of the Consulting Agreement, PCG was effectively issued 500,000 restricted shares of common stock on November 29, 2007, and the cancellation of the 300,000 shares have been retroactively reflected throughout this Registration Statement and the financial statements attached hereto. We claim an exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended, since the foregoing issuance did not involve a public offering, the recipient took the shares for investment and not resale and we took appropriate measures to restrict transfer. No underwriters or agents were involved in the foregoing issuance and no underwriting discounts or commissions were paid by us.

On or around July 14, 2008, with an effective date of December 31, 2007, in connection with the entry into Agreement to Reconfirm and Amend Stock Purchase Agreement Between Mopie (BVI) Limited and Luckybull Limited, the Company issued Tan Kee Chen, the Company’s Chief Executive Officer, an aggregate of 4,500,000 shares.  We claim an exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended, since the foregoing issuance did not involve a public offering, the recipient took the shares for investment and not resale and we took appropriate measures to restrict transfer. No underwriters or agents were involved in the foregoing issuance and no underwriting discounts or commissions were paid by us.

In February 2008, the Company sold 430,000 shares of its restricted common stock to 43 offshore investors for $43,000 or $0.10 per share.  In or around July 2008, each of the investors agreed pursuant to Agreements to Amend Subscription Agreement In Mopie (BVI) Limited, to accept one-fifth (1/5) as many shares as contemplated by their original subscription agreement, and as a result, the investors were issued 86,000 restricted shares of common stock in consideration for $43,000 or $0.50 per share.  We claim an exemption from registration afforded by Regulation S of the Securities Act of 1933, as amended ("Regulation S") for the above issuances since the issuances were made to a non-U.S. person (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to an offshore transaction, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.

-57-

Item 8.  Exhibits and Financial Statement Schedules.

EXHIBITS.  The following is a list of exhibits to this registration statement:

Exhibit No.	Description
3.1*	Certificate of Incorporation
3.2*	Articles of Association
3.3*	Memorandum of Association
5.1*	Opinion of Jingtian & Gongcheng
5.2*	Opinion of Harney Westwood & Riegels
10.1*	Sale and Purchase Agreement
10.2*	Stock Purchase Agreement
10.3*	Cooperation Agreement of China Mobile Group Anhui Co., Ltd regarding Monternet SMS Service
10.4*	Cooperation Framework Agreement of China Mobile regarding the Specified Content of the Central Music Platform
10.5*	Cooperation Agreement between China Mobile Communications Corporation and WAP Service Provider
10.6*	Agreement regarding K-Java Service
10.7*	Supplemental Agreement
10.8*	Consulting Agreement with Private Capital Group
10.9*	Form of Agreement to Amend Subscription Agreement in Mopie (BVI) Limited
10.10*	Exclusive Agreement on the Option of Transfer of Shares of Shanghai Mopietek Information Technology Co., Ltd.
10.11*	Exclusive Technical and Consulting Agreement between Shanghai Information Technology (Molong) Co., Ltd., and Shanghai Mopietek Information Technology Co., Ltd.
10.12*	Agreement to Reconfirm and Amend Stock Purchase Agreement Between Mopie (BVI) Limited and Luckybull Limited
10.13*	Amended and Restated Stock Purchase Agreement
23.1*	Consent of Li & Company, PC
23.2*	Consent of Jingtian & Gongcheng, See Exhibit 5.1
23.3*	Consent of Harney Westwood & Riegels, See Exhibit 5.2

* Filed herewith.

-58-

ITEM 9.  UNDERTAKINGS.

The undersigned registrant hereby undertakes to:

1.              File, during any period in which we offer or sell securities, a post-effective amendment to this registration statement to:

(i)

Include any Prospectus required by section 10(a)(3) of the Securities Act;

(ii)

Reflect in the Prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement; and notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of Prospectus filed with the Securities and Exchange Commission under Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a twenty (20%) percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table on the face page of the effective registration statement; or

-59-

(iii) Include any additional or changed material information on the plan of distribution.

2.              For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.

3.              File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

4.              File a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering.

5.              That for the purpose of determining any liability under the Securities Act of 1933 in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)	Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii)	Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii)	The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv)	Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser

-60-

SIGNATURE PAGE

Pursuant to the requirements of the Securities Act of 1933, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Singapore, on the 13th day of August, 2008.

By  /s/ Tan Kee Chen

Name: Tan Kee Chen

Title:  Chief Executive Officer (Principal Executive Officer)

By  /s/ Yeo Yinghui

Name:  Yeo Yinghui

Title:  Chief Financial Officer (Principal Accounting and Financial Officer)

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following person, in the capacity and on the date indicated.

Signature	Title	Date
/s/ Tan Kee Chen	Director	August 13, 2008
Tan Kee Chen

-61-

EX-3.1

Exhibit 3.1

TERRITORY OF THE BRITISH VIRGIN ISLANDS

BVI BUSINESS COMPANIES ACT, 2004

CERTIFICATE OF INCORPORATION

(SECTION 7)

The REGISTRAR of CORPORATE AFFAIRS, of the British Virgin Islands HEREBY CERTIFIES, that pursuant to the BVI Business Companies Act, 2004, all the requirements of the Act in respect of incorporation having been complied with,

MOPIE (BVI) LIMITED

BVI COMPANY NUMBER: 1445538

is incorporated in the BRITISH VIRGIN ISLANDS as a BVI BUSINESS COMPANY, this 21st day of November, 2007.

(Signed)

for REGISTRAR OF CORPORATE AFFAIRS

21st day of November, 2007

EX-3.2

Exhibit 3.2

ARTICLES OF ASSOCIATION

OF

MOPIE (BVI) LIMITED

INDEX

CLAUSE		PAGES
1	Interpretation	1-3
2	Registered Shares	3
3	Shares and Capital	3-4
4	Redemption of Shares and Treasury Shares	4-5
5	Transfer and Transmission of Shares	5-6
6	Change in Number of Authorised Shares and In	6-7
	Share Capital
7	Mortgages and Charges of Shares	7-8
8	Forfeiture	8
9	Meetings and  Consents  of  Members	8-11
10	Directors	12-13
11	Powers of Directors	13-14
12	Proceedings of Directors	15-16
13	Officers	16-17
14	Conflicts of Interest	17
15	Indemnification	18-19
16	Records	19
17	Seal	20
18	Register of Charges	20
19	Distributions By Way of Dividends	20-21
20	Accounts	21
21	Audit	22
22	Notices	22-23
23	Pension and Superannuation  Funds	23
24	Arbitration	23-24
25	Voluntary Winding Up and Dissolution	24
26	Continuation	24

TERRITORY OF THE BRITISH VIRGIN ISLANDS

BVI BUSINESS COMPANIES ACT, 2004

ARTICLES OF ASSOCIATION OF

MOPIE (BVI) LIMITED

1.	INTERPRETATION
In these Articles, if not inconsistent with the context, the words and expressions standing in the first column of the following table shall bear the meanings set opposite them respectively in the second column thereof.
	Expression:	Meaning:
1.1	capital	The  sum  of the aggregate par value of  all  outstanding shares with par value of the Company and shares with par value held by  the Company as treasury shares plus the amounts as are from time to time transferred from surplus to capital by a  resolution  of  directors.

1.2	distribution	(i)	the direct or indirect transfer of an asset, other than Shares, to or for the benefit of a member in relation to Shares held by a member, or
		(ii)	the incurring of a debt to or for the benefit of a member in relation to Shares held by a member, and whether by means of a purchase of an asset, the redemption or other acquisition of Shares, a distribution of indebtedness or otherwise, and includes a dividend.

1.3	member	A person who holds shares in the Company.
1.4	person	An individual, a corporation, a trust, the estate of a deceased individual, a partnership or an unincorporated association of persons.
1.5	resolution of directors
		1.5.1	A resolution approved at a duly constituted meeting of  directors or of a committee of directors of the Company, by affirmative vote of a majority of the directors present at the meeting who voted and did not abstain; or

-2-

1.5.2	A resolution consented to in writing by all the directors or all the members of the committee, as the case may be;
1.5.3	where a director is given more than one vote in any circumstances, he shall in the circumstances be counted for the purposes of establishing a majority by the number of votes he casts.

1.6	resolution of members
		1.6.1	A resolution approved at a duly constituted meeting of the members of the company by the affirmative vote of
		1.6.1.1	a simple majority, of the votes of  the shares that were present at the meeting and entitled to vote thereon and were voted and did not abstain, or
		1.6.2	a resolution consented to in writing by
			1.6.2.1	a majority, or such larger majority as may be specified in the Articles, of the votes of shares entitled to vote thereon.
1.7	securities	Shares and debt obligations of every kind, and options, warrants and rights to acquire shares, or debt obligations.
1.8	surplus	The excess, if  any,  at  the time  of  the  determination of the total assets of the Company over the aggregate of its total liabilities, as shown in its books of accounts, plus the Company's capital.
1.9	the Act	The BVI Business Companies Act (No. 16 of 2004) including any modification, extension, re-enactment or renewal thereof and any regulations made thereunder.
1.10	the Memorandum	The Memorandum of Association of the Company as originally framed or  as from time to time amended.
1.11	the Seal	Any seal which has been adopted as the Seal of the Company.
1.12	these Articles	These Articles of Association as originally framed or as from time to time amended.
1.13	treasury shares	Shares in the Company that were previously issued but were repurchased, redeemed or otherwise acquired by the Company and not cancelled.
1.14	"Written"or any term of like import includes words typewritten, printed, painted, engraved, lithographed, photographed or re-presented or reproduced by any mode of representing or re-producing words in a visible form, including telex, telegram, facsimile, cable or other form of writing  produced  by electronic communication.

-3-

1.15 Save as aforesaid any words or expressions defined in the Act shall bear  the  same meaning  in  these  Articles.

1.16 Whenever the singular or plural number, or the masculine, feminine or neuter gender is used in these Articles, it shall equally, where the context admits, include  the  others.

1.17 A reference in these Articles to voting  in relation to Shares shall be construed as a reference to voting by members holding the Shares except that it is the votes allocated to the Shares that shall be counted and not the number of members who actually voted and a reference to Shares being present at a meeting shall be given a corresponding construction.

1.18 A reference to money in these Articles is, unless otherwise stated, a reference to the currency in which Shares in the Company shall be issued according to the provisions of the Memorandum.

2. REGISTERED SHARES

2.1 The Company shall issue to every member holding Shares in the Company a certificate signed by at least one director or officer of the Company or under the Seal specifying the Share or Shares held by him and the signature of the director or officer and the Seal may be a facsimile.

2.2 Any member receiving a certificate for Shares shall indemnify and hold the Company and its directors and officers harmless from any loss or liability which it or they may incur by reason of the wrongful or fraudulent use or representation made by any person by virtue of the possession thereof.  If a certificate for Shares is worn out or lost it may be renewed on production of the worn out certificate or on satisfactory proof of its loss together with such indemnity as may be required by a resolution of directors.

2.3 If several persons are registered as joint holders of any shares, any one of such persons may be given receipt for any distribution.

3. SHARES AND CAPITAL

3.1 Subject to the provisions of these Articles and any resolution of members , Shares may be issued and options to acquire Shares in the Company granted, at such times, to such persons, for such consideration and on such terms as the Company may by resolution of directors determine. The Company may issue fractional Shares.

3.2 The Shares of the Company shall not be subject to any pre-emptive rights. For the avoidance of doubt, section 46 of the Act shall not apply to the Company.

-4-

3.3   Shares in the Company may be issued for consideration in any form, including money, a promissory note or other written obligation to contribute money, real property, personal property (including goodwill and know-how), services rendered or a contract for future services, however, the consideration for a Share with par value shall not be less than the par value of the Share.

3.4 No Shares may be issued for a consideration other than money, unless a resolution of directors has been passed stating:

3.4.1   the amount to be credited for the issue of the Shares;

3.4.2	their determination of the reasonable present cash value of the non-money consideration for the issue; and
3.4.3	that, in their opinion, the present cash value of the non-money consideration for the issue is not less than the amount to be credited for the issue of the Shares.

3.5 The Company shall keep a register of members (the “register of members”)containing

3.5.1   the names and addresses of the persons who hold Shares;

3.5.2	the number of each class and series of Shares held by each holder of Shares inthe Company;
3.5.3	the date on which the name of each holder of Shares in the Company wasentered in the register of members; and

3.5.4   the date on which any person ceased to be a member.

3.6	The register of members may be in any such form as the directors may approve, but if it is in magnetic, electronic or other data storage form, the Company must be able to produce legible evidence of its contents.
3.7	A Share is deemed to be issued when the name of the holder of Shares in the Company is entered on the register of members.

4. REDEMPTION OF SHARES AND TREASURY SHARES

4.1

The Company may, subject to these Articles, purchase, redeem or otherwise acquire its own Shares save that the Company may not purchase, redeem or otherwise acquire its own Shares without the consent of the member whose Shares are to be purchased, redeemed or otherwise acquired. Where the Company purchases, redeems or otherwise acquires Shares having a par value, it shall do so only out of surplus or in exchange for newly issued Shares of equal value.

4.2

The Company may only offer to acquire Shares if the directors determine by resolution of directors that, immediately after the acquisition, the value of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as they fall due. Where the Company offers to acquire shares with par value, it shall only do so if, the directors determine that, immediately after the acquisition, the realizable value of the assets of the Company will not be less than the sum of its total liabilities, other than deferred taxes, as shown in the books of account, and its capital.

-5-

4.3 A determination by the directors under the preceding Regulation is not required where:

4.3.1 the Company redeems the Share or Shares under and in accordance with section 62 of the Act;

4.3.2	the Company purchases, redeems or otherwise acquires the Share or Sharespursuant to the right of the holder thereof to have his Shares redeemed or tohave his Shares exchanged for money or other property of the Company; or
4.3.3	the Company purchases, redeems or otherwise acquires the Shares by virtue of the provisions of section 179 of the Act.

4.4 Sections 60 (Process for acquisition of own shares), 61 (Offer to one or more shareholders)  and 62 (Shares redeemed otherwise than at the option of the company) of the Act shall not apply to the Company.

4.5 Shares that the Company purchases, redeems or otherwise acquires pursuant to the preceding Regulations may be cancelled or held as treasury shares except to the extent that such Shares are in excess of 50 percent of the issued Shares in which case they shall be cancelled but they shall be available for reissue. Upon the cancellation of a share, the amount included as capital of the Company with respect to that share shall be  deducted  from  the capital  of  the  Company.

4.6 Treasury shares may be disposed of by the Company on such terms and conditions (not otherwise inconsistent with these Articles) as the Company may by resolution of directors determine.

4.7 All the rights and obligations attaching to a treasury share are suspended and shallnot be exercised by or against the Company while it holds the share as a treasuryshare.

4.8 Where  shares  in  the Company are held by another body corporate of which the Company holds, directly or indirectly, shares having more than 50 percent of the votes in the election of directors of the otherbody corporate, such shares held by the other body corporate are not entitled to vote or to have dividends paid thereon and shall not be treated as outstanding for any purpose except for purposes of determining the capital of the Company.

5. TRANSFER AND TRANSMISSION OF SHARES

5.1 Shares in the Company may be transferred by a written instrument of transfer signed by the transferor and containing the name and address of the transferee and the instrument of transfer shall be sent to the Company at the office of its registered agent for registration. The instrument of transfer shall also be signed by the transferee if registration as a holder of a share imposes a liability to the Company on the transferee.

-6-

5.2 The transfer of a Share is effective when the name of the transferee is entered on the Company’s register of members.

5.3 If the directors of the Company are satisfied that an instrument of transfer relating to Shares has been signed but that the instrument has been lost or destroyed, they may resolve by resolution of directors:

5.3.1 to accept such evidence of the transfer of Shares as they consider appropriate; and

5.3.2 that the transferee’s name should be entered in the register of members notwithstanding the absence of the instrument of transfer.

5.4   The personal representative of a deceased holder of shares in the Company may transfer a share even though the personal representative is not a holder of shares in the Company at the time of the transfer.

5.5 If the Company shall have only one member who is an individual and that membershall also be the sole director of the Company, that sole member/director may, byinstrument in writing, nominate a person who is not disqualified from being a director of the Company under the Act as a reserve director of the Company to act in place of the sole director in the event of his death, PROVIDED THAT such person shall have consented in writing to be nominated as a reserve director.

6. CHANGE IN NUMBER OF AUTHORISED SHARES AND IN SHARE CAPITAL

6.1 The Company may by a resolution of members or a resolution of directors and in accordance with the Act amend the Memorandum to change the number of Shares that the Company is authorised to issue or to increase or reduce the par value of any shares or effect any combination  of  the  foregoing.

6.2 The Company may by a resolution of members or a resolution of directors amend theMemorandum to

6.2.1 divide the shares, including issued shares, of a class or series into a larger number of shares of the same class or series; or

6.2.2	combine the shares, including issued shares, of a class or series into a smaller number of shares of the same class or series;
provided however, that where shares are divided or combined under this Regulation, the aggregate par value of the new shares must be equal  to  the  aggregate  par  value of  the  original  shares.

6.3 The capital of the Company may by a resolution of directors be increased by transferring an amount of the surplus of the Company to capital.

6.4 Subject to the provisions of Regulations 6.5 and 6.6 the capital of the Company may by resolution of directors be reduced by transferring an  amount  of  the  capital  of  the  Company to surplus.

-7-

6.5 No reduction of capital shall be effected that reduces the capital of the Company to an amount that immediately after the reduction is less than the aggregate par value of all outstanding shares with par value and all shares with par value held by the Company as treasury shares.

6.6 No reduction of capital shall be effected unless the directors determine that immediately after the reduction the Company will be able to satisfy its liabilities as they become due in the ordinary course of its business and that the realisable assets of the Company will not be less than its total liabilities, other than deferred taxes, as shown in the books of the Company, and its remaining capital, and, in the absence of fraud, the decision of the directors as to the realisable value of the assets of the Company is conclusive,  unless  a  question  of  law  is  involved.

6.7 Where the Company reduces its capital in accordance with Regulation 6.4, theCompany may

6.7.1 return to its members any amount received by the Company upon  the  issue  of  any of its shares;

6.7.2	purchase, redeem or otherwise acquire its shares out of capital; or
6.7.3	cancel any capital that is lost or not represented by assets having  a realisable value.

6.8 The Company may by a resolution of directors include in the computation of surplus for any purpose the unrealized appreciation of the assets of the Company, and, in the absence of fraud, the decision of the directors as to the value of the assets is conclusive, unless a question of law is involved.

7. MORTGAGES AND CHARGES OF SHARES

7.1 Members may mortgage or charge their Shares in the Company and upon satisfactory evidence thereof the Company shall give effect to the terms of any valid mortgage or charge except insofar as it may conflict with any requirements herein contained for consent to the transfer  of  shares.

7.2 In the case of the mortgage or charge of Shares there may be entered in the register of members of the Company at the request of the holder  of  such  Shares

7.2.1 a statement that the Shares are mortgaged or charged;

7.2.2	the name of the mortgagee or chargee; and
7.2.3	the date on which the aforesaid particulars are entered in the register ofmembers.

7.3 Where particulars of a mortgage or charge are registered, such particulars shall be cancelled

-8-

7.3.1 with the consent of the named mortgagee or chargee or anyone authorized  to  act  on his behalf; or

7.3.2 upon evidence satisfactory to the directors of the discharge of the liability secured by the mortgage or charge and the issue of such indemnities as the directors shall consider necessary or desirable.

7.4 Whilst particulars of a mortgage or charge are registered, no transfer of any share comprised therein shall be effected without the written consent of the named mortgagee or chargee or anyone authorized to act on his behalf.

8. FORFEITURE

8.1 Shares that are not fully paid on issue are subject to the forfeiture provisions set forth in this Regulation 8 and for this purpose shares issued for a promissory note or a contract for future services are deemed to be not fully paid.

8.2 Written notice of call specifying a date for payment to be made shall be served on the member who defaults in making payment  in respect of the Shares.

8.3 The written notice specifying a date for payment shall

8.3.1 name a further date not earlier than the expiration of 14 days from the date of service of the notice on or before which payment required by the notice is  to  be  made;  and

8.3.2 contain a statement that in the event of non-payment at or before the time named in the notice the Shares, or any of them, in respect of which payment is not made will be liable to  be  forfeited.

8.4 Where a written notice of call has been issued pursuant to Regulation 8.3 and the requirements of the notice have not been complied with the directors may at any time before tender of payment forfeit and cancel the Shares to which  the  notice  relates.

8.5 The Company is under no obligation to refund any moneys to the member whose Shares have been cancelled pursuant to these provisions.  Upon cancellation of the Shares the member is discharged from any further obligation to the Company with respect  to  the  Shares  forfeited  and  cancelled.

9. MEETINGS AND CONSENTS OF MEMBERS

9.1 The directors of the Company may convene meetings of the members of the Company at such times and in such manner and places within or outside the British Virgin Islands as the directors consider necessary or desirable.

9.2 Upon the written request of members holding 10 percent or more of the outstanding voting shares in the Company the directors shall convene a  meeting of members.

-9-

9.3 The directors shall give not less than 7 days notice of meetings of members to those persons whose names on the date the notice is given appear as members in the share register of the Company and are entitled to vote at the meeting.  The directors may fix the date notice is given of a meeting of members as the record date for determining those shares that are entitled to vote at a meeting.

9.4 A meeting of members held in contravention of the requirement in Regulation  9.3 is valid if  members holding not  less  than  90  percent of the total  voting rights on all the matters to be considered at the meeting have waived notice of the meeting and, for this purpose, the presence of a member at the meeting shall be deemed to constitute waiver on his part.

9.5 The inadvertent failure of the directors to give notice of a meeting to a member, or the fact that a member has not received notice, does not  invalidate  the  meeting.

9.6 A member may be represented at a meeting of members by a proxy who may  speak  and  vote on  behalf  of  the  member.

9.7 The instrument appointing a proxy shall be produced at the place appointed for the meeting before the time for holding the meeting at which the person named in such instrument proposes to vote.

9.8 An instrument appointing a proxy shall be in substantially the following form or such other form as the Chairman of the meeting shall accept as properly evidencing the wishes of the member appointing the  proxy.

(Name of Company)

I/We________________________________________________________________being a member of the above Company with  ___________________________

shares HEREBY   APPOINT ____________________________________________of _________________________________________________________  or failing

him__________________________________of  ____________________________to be my/our proxy to vote for me/us at the meeting of members to be held on the

__________ day____________________, 20___   and at any adjournment thereof.

(Any restrictions on voting to be inserted here)

Signed this day of ________________, _____.

_______________________________________

Member

-10-

9.9 The following shall apply in respect of joint ownership of shares:

9.9.1 if  two  or  more  persons hold shares jointly each of them may be present in person or by proxy at a meeting of members and  may  speak  as  a  member;

9.9.2	if  only  one  of  the  joint  owners is present in person or by proxy he may vote on behalf of all joint owners, and;
9.9.3	if  two  or more of the joint owners are present in person or  by  proxy  they  must  vote as one.

9.10 A  member  shall  be deemed to be present at a meeting of members  if  he participates by telephone  or other electronic means and all members  participating in  the meeting  are able to hear each other.

9.11 A  meeting  of members  is duly  constituted  if, at the commencement of the meeting, there are present in person or by proxy not less than 50 percent of the votes of the shares or class or series of shares entitled to vote on resolutions of members to be considered at the meeting.  If a quorum be present, notwithstanding the fact that such quorum may be represented by only one person, then such person may resolve any matter and a certificate signed by such person accompanied where such person be a proxy by a copy of the proxy  form  shall  constitute  a valid  resolution  of  members.

9.12 If within  two  hours  from  the  time  appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; in any other case it shall stand adjourned to the next business day at the same time and place or to such other time and place as the directors may determine, and if at the adjourned meeting there are present within one hour from the time appointed for the meeting in person or by proxy not less than one third of the votes of the shares or each class or series of shares entitled to vote on the resolutions to be considered by the meeting, those present shall constitute a quorum but otherwise the meeting shall be dissolved.

9.13 At every meeting of members, the Chairman of the Board of Directors shall preside as chairman of the meeting. If there is no Chairman of the Board of Directors or if the Chairman of the Board of Directors is not present at the meeting, the members present shall choose someone of their number to be the chairman. If the members are unable to choose a chairman for any reason, then the person representing the greatest number of voting shares present in person or by prescribed form of proxy at the meeting shall preside as chairman failing which the oldest individual member or representative of a member present shall take the chair.

9.14 The  chairman may,  with  the  consent  of  the  meeting, adjourn any  meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

9.15 At  any  meeting  of  the  members  the chairman shall be responsible for deciding in such manner as he shall consider appropriate whether any resolution has been carried or not and the result of his decision shall be announced to the meeting and recorded in the minutes thereof.  If the chairman shall have any doubt as to the outcome of any resolution put to the vote, he shall cause a poll to be taken of all votes cast upon such resolution, but if the chairman shall fail to take a poll then any member present in person or by proxy who disputes the announcement by the chairman of the result of any vote may immediately following such announcement demand that a poll be taken and the chairman shall thereupon cause a poll to be taken. If a poll is taken at any meeting, the result thereof shall be duly recorded in the minutes of that meeting by the chairman.

-11-

9.16 Any  person other than an individual shall be regarded as one member and subject to Regulation 9.17 the right of any individual to speak for or represent such member shall be determined by the law of the jurisdiction where, and by the documents by which, the person is constituted or derives its existence.  In case of doubt, the directors may in good faith seek legal advice from any qualified person and unless and until a court of competent jurisdiction shall otherwise rule, the directors may rely and act upon such advice without incurring any liability to any member.

9.17 Any  person other than an individual which is a member of the Company may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of members of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the person which he represents as that person could  exercise  if  it  were  an  individual  member of the Company.

9.18 The chairman  of  any  meeting at which a vote is cast by proxy or on behalf of any person other than an individual may call for a notarially certified copy of such proxy or authority which shall be produced within 7 days of being so requested or the votes cast by such  proxy  or  on  behalf of  such  person  shall  be  disregarded.

9.19 Directors  of  the  Company  may attend and speak at any meeting of members of the Company and at any separate meeting of the holders of any  class  or  series  of  shares in the Company.

9.20 An action that may be taken by the members at a meeting may also be taken by a resolution of members consented to in writing or by telex, telegram, cable, facsimile or other written electronic communication, without the need for any notice, but if any resolution of members is adopted otherwise than by the unanimous written consent of all members, a copy of such resolution shall forthwith be sent to all members not consenting to such resolution.  The consent may be in the form of counterparts, each counterpart being signed by one or more members.

-12-

10. DIRECTORS

10.1 The first directors of the Company shall be appointed by the first registered agent within six months of the incorporation of the Company and thereafter, the directors shall be elected

10.1.1 by resolution of members for such term as the members determine, or

10.1.2 by resolution of directors for such term as the directors may determine.

10.2 No person shall be appointed as a director of the Company or nominated as a reserve director unless he has consented in writing to act as a director or to be nominated as a reserve director.

10.3 The minimum number of directors shall be one and the maximum number shall  be  twenty.

10.4 Each director shall hold office for the term, if any, fixed by resolution of members or resolution of directors appointing him, as the case may be.  In the case of a director who is an individual the term of office of a director shall  terminate on the director's death, bankruptcy, resignation or removal.  The insolvency of a corporate director shall terminate the term of office  of  such  director.

10.5 A director may be removed from office:

10.5.1 with or without cause, by a resolution of members at a meeting of the members called for the purpose of removing the director or for purposes including the removal of a director or, by written resolution of members; or

10.5.2 with cause, by a resolution of directors passed at a meeting of directors called for the purpose of removing the director or for purposes including the removal of the director, or by written resolution of directors.

10.6 A director may resign his office by giving written notice of his resignation to the Company and the resignation shall have effect from the date the notice is received by the Company or from such later date  as  may  be  specified  in  the  notice. A director shall resign as director if he is, or becomes disqualified to act as director under the Act.

10.7 The directors may at any time appoint any person to be a director to fill a vacancy in the board of directors. The term of the director appointed shall not exceed the term that remained when the person who has ceased to be a director ceased to hold office.

10.8 With or without the prior or subsequent approval by a resolution of members, the directors may, by a resolution of directors, fix the emoluments of directors with respect to services to be rendered in any capacity to the Company.

10.9 A director shall not require a share qualification, and may be an individual  or  a  company.

-13-

10.10 The Company shall keep a register  of directors containing

10.10.1 the  names and  addresses of the persons who are directors of the Company or who have been nominated as reserve directors of the Company;

10.10.2	the date on which each person whose name is entered in the register was appointed as a director of the Company or nominated as a reserve director;
10.10.3	the date on which each person named as a director ceased to be a  director of  the Company;
10.10.4	the date on which the nomination of any person nominated as areserve director ceased to have effect; and
10.10.5	such other information as may be prescribed by the Act.

10.11 The register of directors or a copy of the  register of directors  shall be kept at the office of the Company’s registered agent.

11 POWERS OF DIRECTORS

11.1 The  business and affairs of the Company shall be managed by or under the supervision of the directors who may pay all expenses incurred preliminary to and in connection with the formation and registration of the Company and may exercise all such powers of the Company as are not by the Act or by the Memorandum or these Articles required to be exercised by the members of the Company. The directors of the Company shall have all the powers necessary for managing, and for directing and supervising, the business and affairs of the Company.

11.2 The  directors  may,  by  a resolution  of directors, appoint any person, including a person who is a director, to be an agent of the Company.  Subject to the next Regulation, the resolution of directors appointing an agent may authorize the agent to appoint one or more substitutes or delegates to exercise some or all of the powers conferred on the agent by the Company.

11.3   Every agent of the Company has such powers and authority of the directors, including the power and authority to affix the Seal, as are set forth in these Articles or in the resolution of directors appointing the officer or agent, except that no officer or agent has any power or authority with respect to the following:

11.3.1 to amend the Memorandum or these Articles;

11.3.2	to change the registered office or agent;
11.3.3	to designate committees of directors;
11.3.4	to delegate powers to a committee of directors;
11.3.5	to appoint or remove directors;

-14-

11.3.6 to appoint or remove an agent;

11.3.7	to fix emoluments of directors;
11.3.8	to approve a plan or merger, consolidation or arrangement;
11.3.9	to make a declaration of solvency for the purposes of section 198(1)(a) of the Act or to approve a liquidation plan;
11.3.10	to make a determination under section 57 (1) of the Act that the company   will, immediately after a proposed distribution, satisfy the solvency test set  out in Regulation 19.1; or
11.3.11	to authorise the Company to continue as a company incorporated under the  laws of a jurisdiction outside the British Virgin Islands.

11.4 Any  director  which is  a body corporate may appoint any person its duly authorised representative for the purpose of representing it at meetings of the Board of Directors or with respect to unanimous written consents.

11.5 The continuing  directors  may  act  notwithstanding  any vacancy in their body, save that if their number is reduced below the number  fixed by or pursuant to these Articles as the necessary quorum for a  meeting of directors, the continuing directors or director may appoint directors  to fill any vacancy that has arisen or summon a meeting of members.

11.6 The directors may by resolution of directors exercise all the powers of the Company to borrow money and to mortgage or charge its undertakings and property or any part thereof, to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability or obligation of the Company or of any third party.

11.7 All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for monies paid to the Company, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as shall from time to time be determined by resolution of directors.

11.8 The directors may from time to time and at any time by power of attorney appoint any company, firm or person or body of persons whether appointed directly or indirectly by the directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these Regulations) and for such period and subject to such conditions as they may think fit and any such power of attorney  may contain such provisions for the protection and convenience of persons dealing with such attorney or attorneys as the directors may think fit and may also authorise any such attorney or attorneys to delegate all or any powers, authorities and discretions vested in them.

-15-

12. PROCEEDINGS OF DIRECTORS

12.1 The directors of the Company or any committee thereof may meet at such times and in such manner and places within or outside the British Virgin Islands as the directors may determine to be necessary or desirable.

12.2 A  director shall be deemed to be present at a meeting of directors if he participates by telephone or other electronic means and all directors participating in the meeting are able to hear each other.

12.3 A  director shall be given not less than 3 days notice of meetings of directors, but a meeting of directors held without 3 days notice having been given to all directors shall be valid if all the directors entitled to vote at the meeting who do not attend, waive notice of the meeting; and for this purpose, the presence of a director at the meeting shall be deemed to constitute waiver on his part.  The inadvertent failure to give notice of a meeting to a director, or the fact that a director has not received the notice, does  not  invalidate the meeting.

12.4 A  director  may  by  a  written  instrument  appoint  an alternate who need not be a director and an alternate is entitled to attend meetings in the absence of the director who appointed him and to vote or consent in place of  the director.

12.5 A  meeting of directors is duly constituted for all purposes if at the commencement of the meeting there are present in person or by alternate not less than one half of the total number of directors, unless there are only two directors in which case the quorum shall be two.

12.6 If the Company shall have only one director the provisions herein contained for meetings of the directors shall not apply but such sole director shall have full power to represent and act for the Company in all matters as are not by the Act or the Memorandum or these Articles required to be exercised by the members of the Company and in lieu of minutes of a meeting shall record in writing and sign a note or memorandum of all matters requiring a resolution of directors.  Such a note or memorandum shall constitute sufficient evidence of  such  resolution  for  all purposes.

12.7 At  every  meeting  of  the directors the Chairman of the Board of Directors shall preside as chairman of the meeting.  If there is no Chairman of the Board of Directors or if the Chairman of the Board of Directors is not present at the meeting the Vice Chairman of the Board of  Directors shall preside. If there is no Vice Chairman of the Board of Directors or if the Vice Chairman of the Board of Directors is not present at the meeting the directors present shall choose someone of their number to be chairman of the meeting.

12.8 An action that may be taken by the directors or a committee of directors at a meeting may also be taken by a resolution of directors or a committee of directors consented to in writing or by telex, telegram, cable, facsimile or other written electronic communication by all directors or all members of the committee, as the case may be, without the need for any notice.  The consent may be in the form of counterparts, each counterpart being signed by one or more directors.

-16-

12.9 The directors may, by a resolution of directors, designate one or more committees, each consisting of one or more directors and delegate one or more of their powers, including the power to affix the Seal to the committee.

12.10 Each committee of directors has such powers and authorities of the directors as are set forth in the resolution of directors establishing the committee, except that  the directors have no power to delegate to a committee of directors any of the following powers:

12.10.1 to amend the Memorandum or these Articles;

12.10.2	to designate committees of directors;
12.10.3	to delegate powers to a committee of directors;
12.10.4	to appoint or remove directors;
12.10.5	to appoint or remove an agent;
12.10.6	to approve a plan of merger, consolidation or arrangement; or
12.10.7	to make a declaration of solvency for the purposes of section 198(1) (a) of the Act or to approve a liquidation plan; or
12.10.8	to make a determination under section 57(1) of the Act that the Company will, immediately after the proposed distribution, satisfy the solvency test set out in Regulation 19.1.

12.11 The preceding Regulations 12.10.2 and 12.10.3 do not prevent a committee ofdirectors, where authorised by resolution of directors, from appointing a sub-committee and delegating powers exercisable by the committee to the sub-committee.

12.12 The  meetings  and  proceedings  of  each  committee  of directors consisting of 2 or more directors shall be governed mutatis mutandis by the provisions of these Articles regulating the proceedings of directors so far as the same are not superseded by any provisions in the  resolution  of directors establishing the  committee.

12.13 Where the directors delegate their powers to a committee of directors they remain responsible for the exercise of that power by the committee, unless they believed on reasonable grounds at all times before the exercise of the power that the committee would exercise the power in conformity with the duties imposed on directors of the Company under the Act.

13. OFFICERS

13.1 The  Company  may  by  resolution  of directors appoint officers of the Company at such times as shall be considered necessary or expedient.  Such officers may consist of a Chairman of the Board of Directors, a Vice Chairman of the Board of Directors, President and one or more Vice Presidents, Secretaries and Treasurers and such other officers as may from time to time be deemed desirable.  Any number  of  offices  may  be  held  by  the  same  person.

-17-

13.2 The  officers  shall perform  such  duties  as  shall  be prescribed at the time of their appointment subject to any modification in such  duties as may be prescribed thereafter by resolution of directors or resolution of members, but in the absence of any specific allocation of duties it shall be the responsibility of the Chairman of the Board of Directors to preside at meetings of directors and members, the Vice Chairman to act in the absence of the Chairman, the President to manage the day to day affairs of the Company, the Vice Presidents to act in order of seniority in the absence of the President but otherwise to perform such duties as may be delegated to them by the President, the Secretaries to maintain the share register, minute books and records (other than financial records) of the Company and to ensure compliance with all procedural requirements imposed on the company by applicable law, and the Treasurer to be responsible for the  financial  affairs  of  the  Company.

13.3 The emoluments of  all officers  shall be fixed by resolution of directors.

13.4 The officers of the Company shall hold office until their successors are duly elected and qualified, but any officer elected or appointed by the directors may be removed at any time, with or without cause, by resolution of directors.  Any vacancy occurring in any office of the  Company  may  be filled by resolution of  directors.

14. CONFLICTS OF INTEREST

14.3.1 A director of the Company shall, forthwith after becoming aware of the fact that he isinterested in a transaction entered into or to be entered into by the Company, disclosethe interest to the board of directors of the Company.

14.3.2

For the purposes of Regulation 14.1, a disclosure to all other directors to the effectthat a director is a member, director or officer of another named entity or has afiduciary relationship with respect to the entity or a named individual and is to be regarded as interested in any transaction which may, after the date of the entry or disclosure, be entered into with that entity or individual, is a sufficient disclosure of interest in relation to that transaction.

14.3.3

sign a document on behalf of the Company, or do any other thing in his capacity as a director, that relates to the transaction.

-18-

15. INDEMNIFICATION

15.1 Subject  to  the limitations hereinafter provided  the  Company  may indemnify against all expenses, including legal fees, and against all judgements, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings, any person who

15.1.1 is or was  a  party  or is threatened to be made a party to any threatened, pending or contemplated proceedings, whether civil, criminal, administrative or investigative, by reason  of the fact that the person is or was a director of  the Company; or

15.1.2 is  or was, at the request of the Company, serving as a director of, or in any other capacity is or was acting for, another body corporate or a partnership, joint venture,  trust or other enterprise.

15.2   The Company may only indemnify a person if the person acted honestly and in good faith with a view to the best interests of the Company and, in the case of criminal proceedings, the person had no reasonable cause to believe that his conduct was unlawful. For the purposes of this Sub-Regulation, a director acts in the best interests of the Company if he acts in the best interests of:

15.2.1   the Company’s holding company; or

15.2.2   a member or members of the Company;

in either case, in the circumstances specified in Section 120(2), (3) or (4) of the Act, as the case may be.

15.3 The  decision  of  the directors as to whether the person acted honestly and in good faith and with a view to the best interests of the Company and as to whether the person had no reasonable cause to believe that his conduct was unlawful is, in the absence of fraud, sufficient for the purposes of these Articles, unless a question of law is involved.

15.4 The  termination  of  any  proceedings  by any judgement, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act honestly and in good faith and with a view to the best interests of the Company or that the person had reasonable cause to believe that his conduct  was unlawful.

15.5 If a  person  to be indemnified has been successful in defence of any proceedings referred to in Regulation 15.1  the person is entitled to be indemnified against all expenses, including legal fees, and against all judgements, fines and amounts paid in settlement and reasonably incurred by the person in connection with the proceedings.

15.6 The  Company  may  purchase  and  maintain  insurance  in relation to any person who is or was a director of the Company, or who at the request of the Company is or was serving as a director of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether or not the Company has or would have had the power to indemnify the person against the liability under Regulation 15.1.

-19-

16. RECORDS

16.1 The Company shall keep the following documents at the office of its registeredagent:

16.1.1 the Memorandum and these Articles;

16.1.2	the register of members, or a copy of the register of members;
16.1.3	the register of directors, or a copy of the register of directors; and
16.1.4	copies of all notices and other documents filed by the Company with theRegistrar of Corporate Affairs in the previous 10 years.

16.2   Where the Company keeps a copy only of the register of members or the register ofdirectors at the office of its registered agent, it shall:

16.2.1 within 15 days of any change in either register, notify the registered agent inwriting of the change; and

16.2.2 provide the registered agent with a written record of the physical address ofthe place or places at which the original register of members or theoriginalregister of directors is kept.

16.3  The Company shall keep the following records at the office of its registered agent orat such other place or places, within or outside the British Virgin Islands, as thedirectors may determine:

16.3.1 minutes of meetings and resolutions of members and classes of members;

16.3.2	minutes of meetings and resolutions of directors and committees of directors; and
16.3.3	an impression of the Seal.

16.4 Where the place at which the original register of members, the original register ofdirectors or the original records mentioned at Regulation 16.3 above are maintainedis changed, the Company shall provide the registered agentwith the physical address of the new location of the records of the Company within 14 days of the change of location.

-20-

17. SEAL

The directors shall provide for the safe custody of the Seal. An imprint of the Seal shall be kept at the registered office of the company.  The Seal when affixed to any written instrument shall be witnessed by a director or any other person so authorised from time to time by resolution of directors.  The directors may provide for a facsimile of the Seal and of the signature of any director or authorised person which may be reproduced by printing or other means on any instrument and it shall have the same force and validity as if the Seal had been affixed to such instrument and the  same  had  been  signed  as  hereinbefore  described.

18. REGISTER OF CHARGES

18.1 The Company shall maintain at its registered office or at the office of its registeredagent a register of charges showing the following particulars regarding eachmortgage, charge and other encumbrance created by the Company:

18.1.1 the date of creation of the charge;

18.1.2	a short description of the liability secured by the charge;
18.1.3	a short description of the property charged;
18.1.4	the name and address of the trustee for the security, or, if there is no such trustee, the name and address of the chargee;
18.1.5	unless the charge is a security to bearer, the name and address of the holder of the charge; and
18.1.6	details of any prohibition or restriction contained in the instrument creating the charge on the power of the Company to create any future charge ranking in priority to or equally with the Charge.

19. DISTRIBUTIONS BY WAY OF DIVIDENDS

19.1 The directors of the Company may by a resolution of directors  authorise a distribution by way of dividend at a time, and of an amount, and to any members it thinks fit if they are satisfied, on reasonable grounds, that, immediately after the distribution, the value of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as they fall due. Where the directors authorise a distribution by way of dividend in relation to Shares with par value:

19.1.1	the dividends shall only be declared and paid out of surplus; and
19.1.2	the directors shall determine that, immediately after the distribution, the realizable value of the assets of the Company will not be less than the sum of its total liabilities, other than deferred taxes, as shown in its books of account, and its capital.

-21-

19.2 The resolution of directors authorising the distribution by way of dividend shallcontain either a statement that, immediately after the distribution, in the opinion ofthe directors, the value of theCompany’s assets will exceed its liabilities and the Company will be able to pay its debts as they fall due. In the case of a distribution by way of dividend in relation to Shares with par value, the resolution of directors referred to above shall contain an statement to the effect that, immediately after the distribution, the realizable value of the assets of the Company will not be less than the sum of its total liabilities, other than deferred taxes, as shown in its books of account, and its capital.

19.3 In the event that a distribution by way of dividend is made in specie the directorsshall have responsibility for establishing and recording in the resolution of directorsauthorising the distribution, a fair and proper value for the assets to be so distributed.

19.4 The directors may from time to time make to the members such interim distributions by way of dividend as appear to the directors to be justified by the profits of  the  Company.

19.5 The directors may, before making any distribution by way of dividend, set aside out of the profits of the Company such sum as they think proper as a reserve fund, and may invest the sum so set apart as a reserve fund upon such securities  as  they  may  select.

19.6 Notice  of any distribution by way of dividend or of any other distribution that has been  authorised shall be given to each member in the manner hereinafter mentioned and all distributions by way of dividend unclaimed for 3 years after having been authorised may be forfeited by resolution of directors for the benefit of the Company.

19.7 No  dividend  shall  bear interest as against the Company and no dividend shall be paid on treasury shares.

19.8 In the case of a distribution by way of dividend of authorised but unissued Shares with par value, an amount equal to the aggregate par value of the Shares shall be transferred from surplus to capital at the time of the distribution.

20. ACCOUNTS

The Company shall keep such accounts and records that are sufficient to show and explain the Company’s transactions and that will, at any time, enable the financial position of the Company to be determined with reasonable accuracy.

-22-

21. AUDIT

21.1 The  Company  may  by resolution  of members call for the accounts to be examined by auditors in which event the remaining provisions of this Regulation 21 shall apply to the appointment and activities of the  auditors.

21.2 The  first  auditors  shall be appointed by resolution of directors; subsequent auditors shall be appointed by a resolution of members.

21.3 The  auditors  may  be  members  of  the  Company  but no director or other officer shall be eligible to be an auditor of the Company during  his  continuance  in  office.

21.4 The remuneration of the auditors of the Company

21.4.1	in the case of auditors appointed by the directors, may  be  fixed by resolution of directors;
21.4.2	subject to the  foregoing,  shall  be  fixed  by resolution of members or in such manner as the Company may by resolution of members determine.

21.5 The  auditors shall examine each profit and loss account and balance sheet required to be served on every member of the Company or laid before a meeting of the members of the Company and shall state in a written  report  whether  or  not

21.5.1	in  their  opinion the profit and loss account and balance sheet give a true and fair view respectively of the profit and loss for the period covered by the accounts, and of the state of  affairs  of  the  Company at the end of that period;
21.5.2	all the information and explanations required by the auditors have been  obtained.

21.6 The report of the auditors shall be annexed to the accounts and shall be read at the meeting of members at which the accounts are laid before  the  Company or shall be served on  the members.

21.7 Every auditor of the Company shall have a right of access at all times to the books of account and vouchers of the Company, and shall be entitled to require from the directors and officers of the Company such information and explanations as he thinks necessary for the performance  of his duties as an auditor.

21.8 The  auditors of the Company shall be entitled to receive notice of and to attend any meetings of members of the Company at which the Company's profit and loss account and balance sheet are to be presented.

22. NOTICES

22.1 Any  notice, information or written statement to be given by the Company to members may be served in any way by which it can reasonably be expected to reach each member or by mail addressed to each member at the address shown in the share register.

-23-

22.2 Any summons, notice, order, document, process, information or written statement to be served on the Company may be served by leaving it, or by sending it by registered mail addressed to the Company, at its registered office, or by leaving it with, or by sending it by registered  mail, to  the office of the registered  agent  of  the  Company.

22.3 Service of any summons, notice, order, document, process, information or written statement to be served on the Company may be proved by showing that the summons, notice, order, document, process, information or written statement was delivered to the registered office or the office of the registered agent of the Company or that it was mailed in such time  as to admit to its being delivered to the office of the registered agent of  the Company in the normal course of delivery within the period prescribed for service and was correctly addressed and the postage  was  prepaid.

23. PENSION AND SUPERANNUATION FUNDS

The directors may establish and maintain or procure the establishment and maintenance of any non-contributory or contributory pension or superannuation funds for the benefit of, and give or procure the giving of donations, gratuities, pensions, allowances or emoluments to, any persons who are or were at any time in the employment or service of the Company or any company which is a subsidiary of the Company or is allied to or associated with the Company or with any such subsidiary, or who are or were at any time directors or officers of the Company or of any such other company as aforesaid or who hold or held any salaried employment or office in the Company or such other company, or any persons in whose welfare the Company or any such other company as aforesaid is or has been at any time interested, and to the wives, widows, families and dependents of any such person, and may make payments for or towards the insurance of any such persons as aforesaid, and may do any of the matters aforesaid either alone or in conjunction with any such other company as aforesaid. Subject always to the proposal being approved by resolution of members, a director holding any such employment or office shall  be entitled to participate in and retain for his own benefit any such donation, gratuity, pension allowance or  emolument.

24. ARBITRATION

24.1 Whenever any difference arises between the Company on the one hand and any of the members or their executors, administrators or assigns on the other hand, touching the true intent and construction or the  incidence or consequences of these Articles or of the Act, touching anything done or executed, omitted or suffered in pursuance of the  Act or touching any breach or alleged breach or otherwise relating to  the premises or to these Articles, or to any Act affecting the Company or to any of the affairs of the Company, such difference shall, unless the parties agree to refer the same to a single arbitrator, be referred to two arbitrators, one to be chosen by each of the parties to the difference, and the arbitrators shall before entering on the reference appoint an umpire.

-24-

24.2 If  either  party  to  the  reference makes default in appointing an arbitrator either originally or by way of substitution (in the event that an appointed arbitrator shall die, be incapable of acting or refuse to act) for 10 days after the other party has given him notice to appoint the same, such other party may appoint an arbitrator to act in the place of the arbitrator of the defaulting party.

25. VOLUNTARY WINDING UP AND DISSOLUTION

The Company may voluntarily commence to wind up and dissolve by a resolution of members but if the Company has never issued shares it may voluntarily  commence to wind up and dissolve by resolution of directors.

26. CONTINUATION

The Company may by resolution of members or by resolution passed unanimously by all directors of the Company continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands  in  the  manner  provided  under  those  laws.

We, TRIDENT TRUST COMPANY (B.V.I.) LIMITED, registered agent of the Company, of Trident Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands for the purpose of incorporating a BVI Business Company under the laws of the British Virgin Islands hereby sign these Articles of Association the 21st day of November, 2007:

Incorporator

TRIDENT TRUST COMPANY (B.V.I.) LIMITED

Per:SGD: LINDA ANDREWS

Linda Andrews

for and on behalf of

Trident Trust Company (B.V.I.) Limited

-25-

EX-3.3

Exhibit 3.3

MEMORANDUM OF ASSOCIATION

OF

EX-5.1

Exhibit 5.1

Jingtian & Gongcheng

Attorneys at Law

中国北京朝阳门外大街20号联合大厦15层  邮政编码: 100020

15th Floor, The Union Plaza, 20 Chaoyangmenwai Dajie, Beijing 100020, P.R.C.

电话 Telephone: (86-10) 6588-2200  传真 Facsimile: (86-10) 6588-2211

July 29, 2008

MOPIE (BVI) LIMITED

Room 1506, 1555 Kong Jiang Road

Yang Pu District, Shanghai,

People’s Republic of China

Dear Sirs,

We are qualified lawyers of the People’s Republic of China (the “PRC”) and are qualified to issue opinions on the laws and regulations of the PRC.

We have acted as PRC counsel for Mopie (BVI) Limited, a company incorporated under the laws of the British Virgin Islands (the “Company”), in connection with the Company’s registration statement on Form F-1, including all amendments or supplements thereto (the “Registration Statement”). We have been requested to give this opinion on, among other things, the legal ownership structure of the PRC Companies as defined below and the legality and validity of the arrangements under the relevant agreements in Appendix hereto (the “VIE Agreements”).

In rendering this opinion, we have examined the originals, or copies certified or otherwise identified to our satisfaction, of documents provided to us by the Company and such other documents, corporate records, certificates issued by governmental authorities in the PRC and officers of the Company and other instruments as we have deemed necessary or advisable for the purposes of rendering this opinion.

In rendering this opinion, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity with authentic original documents submitted to us as copies and the completeness of the documents provided to us. We have also assumed that no amendments, revisions, modifications or other changes have been made with respect to any of the documents after they were submitted to us for purposes of this opinion. We have further assumed the accuracy and completeness of all factual statements in the documents.

As used herein, (a) “PRC Laws” means all laws, regulations, statutes, orders, decrees,guidelines, notices, judicial interpretations, subordinary legislations of the PRC which are publicly available (other than the laws of the Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan Province); (b) “Governmental Agencies” means any court, governmental agency or body or any stock exchange authorities of the PRC (other than the Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan Province); (c) “Approvals” means all approvals, consents, declarations, waivers, sanctions, authorizations, filings, registrations, exemptions, permissions, endorsements, annual inspections, qualifications and licenses required by Governmental Agencies; (d) “Material Adverse Effect” means a material adverse effect on the condition (financial or other), business, properties, results of operations or prospects of the Company and the PRC Companies (as defined herein below) taken as a whole; and (e) “Prospectus” means the prospectus, including all amendments or supplements thereto, that forms part of Registration Statement. Based on the foregoing, we are of the opinion that:

1. Molong Information Technology (Shanghai) Co., Ltd. (the “Molong”) was duly incorporated and validly exists as a wholly foreign owned enterprise with limited liability company status. All of the registered capital of Molong are fully paid and owned by Luckybull Limited in compliance with PRC Laws and the relevant Articles of Association. The Articles of Association of Molong comply with PRC Laws in all material respects and are in full force and effect.

2. Shanghai Mopietek Information Technology Co., Ltd. (the “Mopietek”) was duly

Incorporated and validly exists as an enterprise with limited liability company status. All of the registered capital of Mopietek are fully paid and owned directly by Song Zhiling and Shi Yongmei, in compliance with PRC Laws and the relevant Articles of Asociation. The Articles of Association of Mopietek comply with PRC Laws in all material respects and are in full force and effect.

3. Each of Molong and Mopietek (collectively, the “PRC Companies”), has full corporate right, power and authority, and except as described in the Prospectus, has all necessary Approvals to own, lease, license and use its properties, assets and conduct its business in the manner described in the Prospectus; to the best of our knowledge after due and reasonable inquiries and as confirmed by PRC Companies, none of the PRC Companies has any reason to believe that any Governmental Agencies are considering modifying, suspending or revoking any such Approvals.

4. Each of Molong, Mopietek and their respective shareholders has the legal right and full power and authority to enter into and perform its obligations under each of the VIE Agreements to which it is a party; and except as described in the Prospectus, each of the VIE Agreements constitutes a valid and legally binding obligation to each party of the VIE Agreements under the PRC Laws, enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

-2-

5. Each of the VIE Agreements does not and the execution and delivery by each of Molong, Mopietek, and their respective shareholders, and the performance by each of Molong, Mopietek, and their respective shareholders of its obligations thereunder, and the consummation by each of Molong, Mopietek, and their respective shareholders of the transactions contemplated therein will not: (A) to the best of our knowledge after due and reasonable inquiries, conflict with or result in a breach or violation of any terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument governed by the PRC Laws to which any of the Molong, Mopietek, and their respective shareholders is a party or by which any of such entities is bound or to which any of the properties or assets of such entities is bound or to which any of the properties or assets of such entities is subject, except for such conflict, breach, violation or default that would not be reasonably expected to have a Material Adverse Effect; and (B) as to any of Molong, Mopietek, result in any violation of the provisions of its Articles of Association or business license or any material Approval.

6. Each of the VIE Agreements is, and all the VIE Agreements taken as a whole are, legal, valid, enforceable and admissible as evidence under the PRC Laws and is binding on the respective parties thereto; However the pledge under the Equity Pledge Agreement has not been registered with the relevant administration of industry and commerce.

7. No material Approvals are required to be obtained for the performance by any of the parties thereto of their obligations, or for the transactions contemplated under the VIE Agreements; provided, however, any exercise by Molong of its rights under the Exclusive Equity Transfer Option Agreement dated 7 June 2008 by and among Molong, Mopietek and the shareholders of Mopietek will be subject to: (a) the approval of and/or registration with the Government Agencies for the resulting equity transfer if such transfer is to foreign investors or foreign-invested enterprises; and (b) the exercise price for equity transfer under the VIE Agreements must comply with relevant PRC Laws.

8. All dividends and other distributions declared and payable on the equity interests in Molong in accordance with PRC Laws may under the current PRC Laws be paid to the direct shareholders in Renminbi that may be converted into U.S. dollars and freely transferred out of the PRC.

-3-

9. Article 41 of the PRC Enterprise Income Tax Law (the “EIT Law”) stipulates that “where the income or the taxable income is reduced by the enterprises’ associated business violating the independent business principle, the tax authority shall have the power to make adjustment(s) to such business”. Since Molong and Mopietek may be deemed as associated enterprises under Articles 41 of the EIT Law, if the service fees and consideration set forth in the Agreements should be reviewed by local tax authorities, adjustments may be made to such service fees and consideration.

10. According to the Instructing Index of Industries for Foreign Investment (2007) and laws relevant, telecom industries belong to restricted categories, and any foreign investment to this category should obtain authority’s approval in advance. Although Mopietek is a wholly domestic company, Molong may control it or some of their actions actually through VIE Agreements without any prior authority’s approval. There are substantial uncertainties regarding the interpretation and application of current or future relevant PRC laws and regulations, and such arrangements of the Agreements may be regarded as elusion actions against the industrial regulations, and then be judged void and unenforceable.

11. None of the PRC Companies is entitled to any immunity from any legal proceedings or other legal process or from enforcement, execution or attachment in respect of their obligations in the transactions contemplated under any of the VIE Agreements.

This opinion relates to the PRC Laws in effect on the date hereof and there is no assurance that any of such laws will not be changed, amended or replaced in the immediate future or in the longer term with or without retrospective effect.

This opinion is rendered only with respect to the PRC Laws and we have made no investigations in any other jurisdiction and no opinion is expressed or implied as to the laws of any other jurisdiction.

This opinion only addressed the legal issues abovementioned and does not opine in any way on any other respect such as labor, social insurance, environmental protection, tax etc., and we do not give any opinion in any way to the Registration Statement since we are not required to review the Registration Statement.

Yours faithfully,

/s/ Jingtian & Gongcheng

Jingtian & Gongcheng

-4-

Appendix

1. Exclusive Technical Grant and Service Agreement

2. Exclusive Equity Transfer Option Agreement

3. Shareholder Voting Rights Proxy Agreement

4. Loan Agreement

5. Equity Interests Pledge Agreement

6. Rights and Duties Overall Transfer Agreement

7. Amendment to Exclusive Technical Grant and Service Agreement

8. Amendment to Shareholder Voting Rights Proxy Agreement

-5-

EX-5.2

Exhibit 5.2

Associated offices British Virgin Islands Tel: +1 284 494 2233 Fax: +1 284 494 3547 London Tel: +44 (0) 20 7332 5620 Fax: +44 (0) 20 7332 5621 Anguilla Tel: +1 264 498 5000	Harney Westwood & Riegels 1507 The Center 99 Queen’s Road Central Hong Kong Tel: +852 3607 5300 Fax: +852 2815 7676 www.harneys.com
	Your Ref
12 August 2008	Our Ref          038753.0002/LPM

MOPIE (BVI) LIMITED

Room 1506, 1555 Kong Jiang Road

Yang Pu District

Shanghai

Peoples Republic of China 200092

Dear Sirs

MOPIE (BVI) LIMITED, Company No. 1445538 (the “Company”)

1. We are lawyers qualified to practise in the British Virgin Islands and have been asked to provide this legal opinion in connection with the resale of ordinary shares by the Company. The Company is re-selling 86,000 ordinary shares of no par value (the “Shares”)as described in the prospectus contained in the Company’s registration statement on Form F-1, including all amendments and supplements thereto (the “Registration Statement”) filed by the Company under the United States Securities Act of 1933, as amended (the “Securities Act”) with the United States Securities and Exchange Commission (the “Commission”).

2. For the purpose of this opinion, we have examined the following documents and records:

(a) the Registration Statement; and

(b) the prospectus (the “Prospectus”) contained in the Registration Statement.

3. For the purposes of this opinion we have assumed without further enquiry:

(a) the authenticity of all documents submitted to us as originals, the conformity with the originals of all documents submitted to us as copies and the authenticity of such originals;

(b) the genuineness of all signatures and seals;

(c) the accuracy and completeness of all corporate minutes, resolutions, certificates and records which we have seen;

(d) the accuracy of any and all representations of fact expressed in or implied by the documents we have examined; and

(e) the validity and binding effect under the laws of the United States of America of the Registration Statement and the Prospectus and that the Registration Statement will be duly filed with or declared effective by the Commission.

4. Based on the foregoing, and subject to the qualifications expressed below, our opinion is as follows:

(a) Existence and Good Standing.  The Company is a company duly registered with limited liability for an unlimited duration under the BVI Business Companies Act (No 16 of 2004), and is validly existing and in good standing under the laws of the British Virgin Islands.  It is a separate legal entity and is subject to suit in its own name.

(b) Shares. The issue of the Shares has been duly authorised, and when the Shares have been resold by the Selling Shareholders in the manner described in and pursuant to the terms of the Prospectus and Registration Statement, they will be validly issued, fully paid and non-assessable.

(c) Statements.  The statements under the heading “Description of Securities” and “British Virgin Islands Taxation” in the Prospectus contained the Registration Statement, to the extent that they constitute statements of British Virgin Islands law, are accurate in all material respects and such statements constitute our opinion.

5. This opinion is confined to the matters expressly opined on herein and given on the basis of the laws of the British Virgin Islands as they are in force and applied by the British Virgin Islands courts at the date of this opinion.  We have made no investigation of, and express no opinion on, the laws of any other jurisdiction.  We express no opinion as to matters of fact.

6. This opinion is rendered for the benefit of the addressee and the benefit of its legal counsel (in that capacity only) in connection with the transactions contemplated by the first paragraph only.

7. We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the references to us under the headings “Item 8 Exhibits and Financial Statement Schedule; Exhibits Nos. 5.2 and 23.3” in the Prospectus contained in the Registration Statement.  This consent is not to be construed as an admission that we are a person whose consent is required to be filed with the Registration Statement under the provisions of the Securities Act.  We further consent to statements made in the Prospectus regarding our firm and use of our name under the heading “Legal Matters” in the Prospectus constituting a part of such Registration Statement.

Yours faithfully

/s/ Harney Westwood & Riegels

HARNEY WESTWOOD & RIEGELS

-2-

EX-10.1

Exhibit 10.1

DATED THIS 22ND DAY OF AUGUST 2007

BETWEEN

TAN KEE CHEN

(as the Vendor)

AND

ENZER CORPORATION LIMITED

(as the Purchaser)

_______________________________________________

SALE AND PURCHASE AGREEMENT

relating to the purchase of shares representing

100 per cent. of the issued share capital of

Luckybull Limited

 _______________________________________________

(Incorporated with limited liability)

(Reg No: 200010215M)

9 Raffles Place #32-00

Republic Plaza Singapore 048619

Main: (65) 6389-3000

Fax: (65) 6389-3099

Website: www.stamfordlaw.com.sg

TABLE OF CONTENTS

CLAUSE HEADING PAGE

1.	Interpretation	2
2.	Sale and Purchase of Sale Shares	6
3.	Consideration	6
4.	Conditions Precedent	7
5.	Completion	8
6.	Vendor’s Undertakings	10
7.	Purchaser’s Undertakings	11
8.	Warranties by the Vendor	11
8A.	Profit Warranty for FY2007 and FY2008	13
8B.	Contractual Arrangements	14
9.	Warranties by the Purchaser	15
10.	Indemnification	15
11.	Confidentiality	16
12.	Restriction on Announcements	16
13.	Costs and Stamp Duty	17
14.	General	17
15.	Notices	18
16.	Remedies and Waivers	19
17.	Time of Essence	19
18.	Third Party Rights	19
19.	Counterparts	19
20.	Governing Law and Jurisdiction	19
21.	Language	19
Schedule 1	Warranties as to the Target Companies	20
APPENDIX I		37
APPENDIX II		40

THIS AGREEMENT (this “Agreement”) is made on the 22nd day of August 2007

BETWEEN:

(1)	TAN KEE CHEN (Passport No. A13990595, Singapore NRIC No. S7873081A), of Block 234 #12-438, Yishun Street 21,Singapore 760234 (the “Vendor”); and
(2)	ENZER CORPORATION LIMITED (Company Registration No. 199206945E), a public listed company incorporated under the laws of the Republic of Singapore and having its registered office at Block 4012 Ang Mo Kio Ave 10, #06-08, TECHPlace I, Singapore 569628 (the “Purchaser”);
(collectively the “Parties”, and each a “Party”).
WHEREAS:
(A)	Luckybull Limited (the “Company”) is an investment holding company incorporated in the British Virgin Islands on 27th April 2006 (Company registration number 668223). As at the date hereof, the Company has an issued and paid-up capital of US$50,000.
(B)	As at the date hereof, the Company owns the entire registered capital of Molong Information Technology (Shanghai) Co., Ltd. (摩龙（上海）信息科技有限公司) (“Molong”), a wholly-owned foreign enterprise established in accordance with the laws of the People’s Republic of China (the “PRC”) on 7 June 2006. As at the date hereof, Molong has a registered capital of US$150,000.
(C)	Pursuant to a service and technology contract (the “Contract”) with Shanghai Mopie Information Technology Co., Ltd. (上海摩派信息科技有限公司) (“Mopie”), Molong effectively manages and controls Mopie, a limited liability company established in accordance with the laws of the PRC on 18 June 2003 in the PRC. Mopie is primarily engaged in the business of developing and distributing mobile phone products such as wireless contents and applications. As at the date hereof, Mopie has a registered capital of RMB 10,000,000.
(D)	As at the date hereof, the Vendor is the sole shareholder of the Company.
(E)	The Purchaser is a public listed company incorporated in Singapore and is primarily engaged in the distribution and marketing of electronic components and (ii) home entertainment, information and communication products.
(F)	The Vendor proposes to sell, and the Purchaser wishes to purchase, the entire paid-up share capital of the Company (the “Sale Shares”), on the terms and subject to the conditions contained in this Agreement (the “Acquisition”).
IT IS AGREED AS FOLLOWS:
1.	Interpretation
1.1	In this Agreement and the Schedules, unless the context otherwise requires, the following words and expressions shall have the following meanings:

-2-

“Accounts” means the audited consolidated financial statements (comprising a balance sheet, profit and loss statement, notes to accounts and auditors’ certificate) prepared with respect to the Target Companies in accordance with the accounting principles, standards and practices generally accepted in the PRC for the financial year ended on the Accounts Date;

“Accounts Date” means, in relation to the Target Companies (where applicable), 31 December  2006;

“Acquisition” means the proposed acquisition by the Purchaser of the entire issued and paid-up share capital of the Company and Molong from the Vendor, which include, inter alia, the rights of obligations of Molong and Mopie pursuant to the Contract;

“Agreement” means this Agreement (including the Schedules and Appendices);

“Assets” means the the assets of the Target Companies collectively;

“Business Day” means any day on which commercial banks are open for business in Singapore and the PRC other than Saturdays, Sundays and days which have been gazetted as public holidays in Singapore and the PRC;

“Cash Consideration” means the sum of S$20,000,000 payable by the Vendor to the Purchaser in cash in accordance with Clause 3.2 of this Agreement;

“Company” means Luckybull Limited, a limited liability company established in accordance with the laws of the British Virgin Islands;

“Companies Act” means the Companies Act, Chapter 50 of Singapore;

“Completion” means completion of the sale and purchase of the Sale Shares as specified in Clause 5;

“Completion Date” means the date on which Completion takes place pursuant to Clause 5;

“Confidential Information” means this Agreement and all written information disclosed by or on behalf of the Vendor or the Company, including without limitation, financial, technical and business information, data, know-how, market reports and related documentation provided that each such information either contains or bears thereon (in either case in a prominent position), or is accompanied by, a written statement that the same is confidential or proprietary;

“Consideration” means the consideration for the Sale Shares as specified in Clause 3;

“Consideration Shares” means such number of Purchaser Shares to be allotted and issued to the Vendor or his nominee, as the Vendor may direct, as shall amount to an aggregate of S$10,000,000 credited as fully paid at an issue price per Purchaser Share of S$1.00 or the weighted average price of the Purchaser Shares traded on the SGX-ST for the 15 market days preceding the Completion Date, whichever is higher, as part Consideration;

“Contract” means the service and technology contract dated 1 July 2007 entered into between Molong and Mopie in respect of which Molong will act as the exclusive provider of certain technical and management consulting services to Mopie and Mopie shall pay Molong the service fee decided by the two companies through negotiation based on a certain percentage of Molong’s yearly revenue. Pursuant to such contract, Molong effectively manages and controls Mopie;

-3-

 “Damages” means any and all losses, claims, causes of action, damages, and liabilities of any kind or nature whatsoever, including but not limited to, shortages, obligations, liabilities, payments, judgements, suits, litigation, proceedings, equitable relief granted, consents, agreed orders, settlements, awards, demands, offsets, defences, counterclaims, actions or proceedings, assessments, deficiencies, fines, penalties, assessments, costs, fees, disbursements, including without limitation, fees, disbursements and expenses of attorneys (including fees, disbursements and expenses of attorneys incurred in connection with the cost of defence of any claims or causes of action on a solicitor-client basis), accountants and other professional advisors and of expert witnesses and costs of investigation and preparation and costs of court of any kind or nature whatsoever, interest and penalties. Damages shall not include diminution in value, indirect, consequential, special or punitive damages, loss of profits or loss of reputational goodwill;

“Disclosure Letter” means the disclosure letter of the date hereof, in, or substantially in, the form set out in the Appendix, disclosing information constituting exceptions to the Warranties, to be executed by the Vendor and delivered to the Purchaser (a) on the date of this Agreement, and (b) no later than five (5) Business Days prior to Completion Date;

“Escrow Account” means the escrow account to be set up in accordance with Clause 8A.1 of this Agreement;

“Escrow Sum” means the sum of S$5,000,000 taken out of the Consideration and placed into the Escrow Account;

“Encumbrance” means, under any applicable laws, any form of legal, equitable or security interests, including but not limited to any mortgage, charge (whether fixed or floating), pledge, lien (including, without limitation any unpaid vendor's lien or similar lien), assignment  of rights and receivables, debenture, right of first refusal, option, hypothecation, title retention or conditional sale agreement, lease, hire or hire purchase agreement, restriction as to transfer, use or possession, easement, subordination to any right of any other person, and any other encumbrance or security interest;

“FY” means financial year ended 31 December;

“GAAP” means Generally Accepted Accounting Practice;

“IAS” means International Accounting Standards;

“Long-Stop Date” has the meaning ascribed to it in Clause 4.3;

“Management Accounts” means the unaudited management accounts of the Target Companies for the financial period ended 30 June 2007;

“Molong” means Molong Technology Limited (摩龙科技有限公司);

“Molong Shares” means the entire registered capital of Molong;

“Mopie” means Mopie Technology Limited (摩派科技有限公司);

“NPAT” means net profit after tax;

-4-

“PRC” or “China” means the People’s Republic of China, excluding Hong Kong and the special administrative regions of Macau and Taiwan for the purposes of this Agreement;

“Properties” means the properties occupied by the Target Companies from time to time;

“Purchaser’s Due Diligence Exercise” means the legal and commercial due diligence conducted by the Purchaser in respect of the accounts, assets, personnel and businesses of the Target Companies;

“Purchaser Shares” means ordinary shares in the share capital of the Purchaser and “Purchaser Share” shall mean any one of them;

“Purchaser’s Solicitors” means Stamford Law Corporation (Company Registration No. 200010215M), of 9 Raffles Place, #32-00 Republic Plaza, Singapore 048619;

“RMB” means the lawful currency of the PRC;

“Sale Shares” means such number of ordinary shares of the Company representing 100 per cent. (100%) of the issued share capital of the Company as at the Completion Date;

“SGX-ST” means the Singapore Exchange Securities Trading Limited;

“Shares” means ordinary shares in the capital of the Company;

“Singapore Dollar” or “S$” means the lawful currency of the Republic of Singapore;

“Target Companies” means the Company, Molong and Mopie collectively, and each a “Target Company”;

“Taxation” means all forms of taxation and statutory, governmental, supra governmental, state, provincial, local government or municipal impositions, duties, contributions and levies (including withholdings and deductions), whether in Singapore, the PRC or elsewhere in the world, whenever imposed and however arising and all penalties, fines, charges, costs and interest, together with the cost of removing any charge or other encumbrance relating thereto;

“Tax Authority” means any taxing or other authority, body or official competent to administer, impose or collect any Taxation in Singapore, the PRC or elsewhere;

“Transaction” means any transaction, deed, act, event, omission, payment or receipt of whatever nature and whether actual or deemed; and

“Warranties” means the representations, warranties and undertakings of the Vendor set out in Clauses 6 and 8, and Schedule 1.

Reference to statutory provisions shall be construed as references to those provisions as respectively amended or re-enacted or as their application is modified by other provisions (whether before or after the date hereof) from time to time and shall include any provisions of which they are re-enactments (whether with or without modification).

-5-

1.2	References herein to Clauses, Schedules and Appendices are to clauses in and schedules and appendices to this Agreement.  The Schedules and Appendices form part of this Agreement and have the same force and effect as if expressly set out in the body of this Agreement.
1.3	References herein to “subsidiaries” shall mean subsidiaries as defined in the Companies Act.
1.4	The headings are inserted for convenience only and shall not affect the construction of this Agreement.
1.5	Words importing the singular shall include the plural and vice versa, words importing a specific gender shall include the other genders (male, female or neuter); and “person” shall include an individual, corporation, company, partnership, firm, trustee, trust, executor, administrator or other legal personal representative, unincorporated association, joint venture, syndicate or other business enterprise, any governmental, administrative or regulatory authority or agency (notwithstanding that "person" may be sometimes used in this Agreement in conjunction with some of such words), and their respective successors, legal personal representatives and assigns, as the case may be, and pronouns shall have a similarly extended meaning.
1.6	Any information, fact or matter which is capable of influencing the decision of a purchaser of shares or which is necessary for a purchaser to know to enable it to come to a considered judgment is to be regarded as material and unless otherwise provided the materiality of any inaccuracy, discrepancy, commission or omission, alteration and liability in respect of any relevant subject matter will be construed accordingly.
2.	Sale and Purchase of Sale Shares
	Subject to the terms and conditions of this Agreement, the Vendor shall, on Completion, sell as legal and beneficial owner and transfer to the Purchaser, and the Purchaser shall purchase from the Vendor, all of the rights, title and interest in and to the Sale Shares, free and clear of all Encumbrances, together with all rights, dividends, entitlements and benefits now and hereafter attaching thereto.
3.	Consideration
3.1	Subject to Clause 8A below, the Consideration for the sale and purchase of the Sale Shares shall be the sum of Singapore Dollars Thirty Million Only (S$30,000,000).
3.2	The Consideration for the Sale Shares shall be satisfied as follows:

3.2.1	the sum of S$20,000,000 in cash, of which S$3,000,000 (the “Deposit”) shall be payable as at the date hereof and the remaining S$17,000,000 to be payable as at Completion (the “Cash Consideration”). For the avoidance of doubt, the Deposit shall be refunded to the Purchaser if Completion does not occur; and
3.2.2	the remaining Consideration, amounting to S$10,000,000, to be satisfied on Completion by the allotment and issue by the Purchaser of the Consideration Shares to the Vendor or his nominee(s), all of such Consideration Shares shall rank pari passu with the issued Shares of the Purchaser.

-6-

4.	Conditions Precedent
4.1	Completion of the Acquisition is conditional upon the following occurring on or before the Completion Date:

4.1.1	completion of the Purchaser’s Due Diligence Exercise on the Target Companies to the satisfaction of the Purchaser, which it shall determine in its absolute discretion, and there being no fact or circumstance discovered by the Purchaser pursuant to the Purchaser’s Due Diligence Exercise which would, in the sole opinion of the Purchaser, be of material significance in the context of the transactions contemplated under this Agreement;
4.1.2	the Company being the sole, proper and valid shareholder of Molong;
4.1.3	the terms and conditions of the Contract being satisfactory to the Purchaser, which it shall determine in its absolute discretion, and the Contract being properly and validly entered into by, and constituting valid and binding obligations on, Molong and Mopie, and pursuant to which, inter alia, Molong effectively manages and controls Mopie;
4.1.4	the form and contents of the Disclosure Letter being satisfactory to the Purchaser, which it shall determine in its absolute discretion;
4.1.5	the approval of the shareholders of the Company being obtained for this Agreement, the sale and purchase of Sale Shares and all transactions contemplated under this Agreement;
4.1.6	the approval of the board of directors of the Purchaser and the Company, if necessary, for this Agreement and the transactions contemplated under this Agreement;
4.1.7	the receipt of in-principle approval from the SGX-ST for the listing and quotation of the Consideration Shares to be allotted and issued pursuant to this Agreement and if such approval is obtained subject to any conditions and where such conditions affect any Party, such conditions being acceptable to the Party concerned (acting reasonably) and, if such conditions are required to be fulfilled before Completion, the fulfilment of such conditions before Completion;
4.1.8	the establishment of the Escrow Account as described under Clause 8A.1;
4.1.9	the approval of the shareholders of the Purchaser, if necessary, being obtained at an extraordinary general meeting of such shareholders:

(a)	for this Agreement and the transactions contemplated under this Agreement; and
(b)	for the allotment and issuance of the Consideration Shares;
(c)	being granted for the Acquisition and the transactions contemplated under this Agreement;

-7-

(d)	not being withdrawn or revoked by third parties (including without limitation, any governmental bodies, tax authorities and other relevant authorities having jurisdiction over the transactions contemplated under this Agreement);
(e)	if such consents are obtained subject to any conditions and where such conditions affect any of the parties, such conditions being acceptable to the party concerned; and
(f)	if such conditions are required to be fulfilled before Completion, such conditions being fulfilled before Completion.

4.1.11 each of the Warranties remaining true and not misleading in any respect at Completion, as if repeated at Completion and at all times between the date of this Agreement and Completion;

4.2

Save for the conditions in Clause 4.1 which the Purchaser has the obligation to fulfil, the Purchaser may waive all or any of such relevant conditions in Clause 4.1 at any time by notice in writing to the Vendor. Save for the conditions in Clause 4.1 which the Vendor has the obligation to fulfil, the Vendor may waive all or any of such relevant conditions under Clause 4.1 at any time by notice in writing to the Purchaser.

4.3

In the event that the conditions set out in Clause 4.1 shall not have been fulfilled within six (6) months from the date of this Agreement (the “Long-Stop Date”) (or waived by the relevant Parties in accordance with Clause 4.2 or extended by mutual agreement between the Parties), then the provisions of this Agreement shall (other than this Clause 4.3, Clause 8 (Warranties), Clause 11 (Confidentiality), Clause 12 (Restriction on Announcements), Clause 13 (Costs and Stamp Duty), Clause 15 (Notices), Clause 20 (Governing Law and Jurisdiction) and Clause 21 (Language)) from such date ipso facto cease and determine and none of the Parties shall have any claim against the other for costs, damages, compensation or otherwise save in respect of any antecedent breach of, or unless provided for in, this Agreement.

5.	Completion
5.1	Completion shall take place not later than fourteen (14) days after all the conditions set out in Clause 4.1 are fulfilled (or if not fulfilled, are waived by the relevant Parties), whichever is later, at the offices of the Purchaser’s Solicitors (or at such other place as the Parties may agree in writing) where all (and not some only) of the events described in Clauses 5.2 and 5.3 shall occur.
5.2	At Completion, the Vendor shall deliver to the Purchaser:
	5.2.1	certified true copies of the resolutions passed by the board of directors of the Company:

(a)	approving the transfer of the Sale Shares to the Purchaser;
(b)	authorising the issue of new share certificates in respect of the Sale Shares in favour of the Purchaser;
(c)	approving the entry of the name of the Purchaser as holder(s) of the Sale Shares in the register of members of the Company; and

-8-

(d) approving any action which in the view of the Purchaser is necessary to rectify or remedy any irregularity discovered during the Purchaser’s Due Diligence Exercise conducted by the Purchaser, in such forms as the Purchaser may require;

5.2.2	if required, certified true copies of the resolutions passed by the shareholders of the Company approving this Agreement, the sale and purchase of Sale Shares and all transactions contemplated under this Agreement;
5.2.3	duly executed share transfer forms in respect of the Sale Shares in favour of the Purchaser, together with the relevant share certificate(s);
5.2.4	such documentary evidence as shall be necessary to satisfy the Purchaser that the Company is the owner of the Molong Shares;
5.2.5	original copy of the Contract;
5.2.6	duly executed copy of the Disclosure Letter, the form and contents of which are satisfactory to the Purchaser, which it shall determine in its absolute discretion;
5.2.7	all the statutory and other books (duly written up to date) of the Target Companies, the certificate of incorporation (or equivalent documentation), the common seal and any other papers and documents of the Target Companies in the Vendor’s possession;
5.2.8	where necessary, all documentation, in form and substance satisfactory to the Purchaser as the Purchaser may determine in its absolute discretion, evidencing that the Vendor has fulfilled its obligations under Clauses 4.1.7, 4.1.8 and 4.1.9; and
5.2.9	such other documents, in form and substance satisfactory to the Purchaser, as the Purchaser may require, to complete the sale and purchase of the Sale Shares and to complete the transactions contemplated herein.

5.3	Against compliance by the Vendor of Clause 5.2, the Purchaser shall pay, by way of telegraphic transfer to the bank account of the Vendor (as notified by the Vendor to the Purchaser) or a cashier’s order or banker’s draft issued by a bank licensed in Singapore and made out in favour of the Vendor, the remaining portion of the Cash Consideration, and allot and issue the Consideration Shares to the Vendor or his nominee.
5.4	Notwithstanding Clause 5.1, if in any respect any of the provisions of Clause 5 is not complied with by the Vendor on the Completion Date, the Purchaser may at its sole discretion:-
	5.4.1	defer Completion to a date not later than thirty (30) days after the Completion Date and the provision of this Clause 5 shall apply to Completion as so deferred; or
	5.4.2	proceed with Completion so far as practicable (without prejudice to its rights to claim Damages for the Vendor’s failure to comply with any of the conditions in this Clause 5 or any of its rights under this Agreement); or
	5.4.3	rescind this Agreement without prejudice to any other remedy that it may have.

-9-

6.	Vendor’s Undertakings
6.1	The Vendor undertakes that from the date of this Agreement and up to Completion, it shall (except where otherwise agreed in writing by the Purchaser):
	6.1.1	ensure that there shall not be any amendment to the memorandum of association or the articles of association of the Target Companies;
	6.1.2	cause the business of the Target Companies to be conducted only in the ordinary and usual course or in accordance to their business plans and shall not make (or agree to make) any payment other than routine payments in the ordinary and usual course of trading;
	6.1.3	ensure that the Target Companies shall not grant or create any interest in, or concerning its share capital or assets in favour of any person or entity, other than in the ordinary course of business;
	6.1.4	procure that the Target Companies shall promptly give to the Purchaser, its agents, representatives and professional advisers at their request, whatever facilities and information relating to the relevant Target Company and its assets, liabilities, contracts and affairs, and documents of title and other evidence of ownership of its assets, that the Purchaser may require in connection with the Purchaser’s Due Diligence Exercise;
	6.1.5	not do, allow or procure any act or omission which would or would likely result in the passing of a resolution for the winding up of the Target Companies or over any part of the assets or business of the Target Companies;
	6.1.6	not do, allow or procure any act or omission which would or would likely result in the sale, transfer or disposal of any part of the Target Companies’ undertaking, assets or property or purchase, sale, transfer, disposal, lease or licence of any real property or any interest therein, other than in the ordinary course of business;
	6.1.7	not do, allow or procure any act or omission which would or would likely constitute a breach of any of the Warranties;
	6.1.8	not do, allow or procure any act or omission which would or would likely result in the Target Companies incurring any capital expenditure or commitments of a material nature which is not in the ordinary course of their respective business;
	6.1.9	not issue, allot or transfer or grant to any person the right (whether conditional or otherwise) to call for the issue, allotment or transfer of any shares or debentures of the Target Companies (including any options or right of pre-emption or conversion) and that the Target Companies will not enter into any agreement or arrangement for the foregoing;
	6.1.10	ensure that the net tangible assets of Mopie at Completion shall not be less than RMB 6,500,000;
	6.1.11	ensure that Mopie has sufficient working capital at all times;
	6.1.12	at all reasonable times, allow the Purchaser and any person authorised by them full access to all the premises, books, documents, correspondence and records of the Target Companies and to procure that the directors and employees of the Target Companies shall be instructed to give as soon as possible all such information and explanations as the Purchaser or any such authorised person may request;

-10-

6.1.13	not take or omit to take any act or step which may adversely affect the business, condition (financial or otherwise) or the prospect of the Target Companies;
6.1.14	provide and further agrees to procure the provision of all information and documents as may be requested by the Purchaser and/or its professional advisers for the purpose of, inter alia, preparing a circular relating to the Acquisition to be forwarded to the shareholders of the Purchaser;
6.1.15	take all necessary steps to convene a meeting of the board of directors of the Company to approve the registration of the transfer of the Sale Shares in favour of the Purchaser; and
6.1.16	to do whatever is necessary and required to give effect to the completion of the Acquisition.

6.2	Pending Completion, the Vendor shall consult fully with the Purchaser in relation to any matters which may have a material effect upon the Target Companies.
6.3	In the event that any obligation should be held to be invalid as an unreasonable restraint of trade or for any other reason whatsoever but would have been held valid if part of the wording thereof is reduced or the range of activities or the duration of such obligation of area dealt with thereby is reduced in scope, such obligations shall apply with such modifications as may be necessary to make them valid and effective.
6.4	Each and every obligation under this Clause shall be treated as a separate and distinctive obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable shall be deleted from this Clause and any such deletion shall not affect the enforceability of all such parts of this Clause as remain not so deleted.
7.	Purchaser’s Undertakings
7.1	The Purchaser undertakes to the Vendor that from the date of this Agreement and until Completion it shall (except where otherwise agreed in writing by the Vendor) not (whether in the ordinary course of business or otherwise) acquire, or agree to acquire, any asset which may have a material effect upon the nature or scope of its business.
7.2	Pending Completion, the Purchaser shall consult fully with the Vendor in relation to any matters which may have a material effect upon the Purchaser.
8.	Warranties by the Vendor
8.1	The Vendor hereby represents, warrants and undertakes to the Purchaser with respect to itself (with the intent that the provisions of this Clause shall continue to have full force and effect notwithstanding Completion) that:

8.1.1 it has the capacity to enter into and perform this Agreement and the transactions contemplated hereunder, and this Agreement constitutes legally binding, valid and enforceable obligations on the Vendor in accordance with its terms;

-11-

8.1.2	that all actions, conditions and things required to be taken, fulfilled or done (including the obtaining of any necessary consents if required) in order (i) to enable the Vendor to lawfully enter into, exercise its rights and perform the transactions contemplated under this Agreement, and (ii) to ensure that those obligations that are valid, legally binding and enforceable have been taken, fulfilled or done;
8.1.3	that up to and on Completion Date, no order has been made or petition presented for the insolvency of the Vendor, whether in the PRC or elsewhere and no legal or other process has been levied or applied for in respect of the whole or any part of any of the Assets;
8.1.4	that up to and on Completion Date, no composition in satisfaction of the debts of the Vendor, or scheme of arrangement of its affairs, or compromise or arrangement between the Vendor and its creditors and/or members of any class of its creditors and/or members, has been proposed, sanctioned or approved which has the effect of breaching any of the terms of this Agreement or would prevent the Vendor from fulfilling its obligations under this Agreement;
8.1.5	the Vendor is the legal and beneficial owners of the Sale Shares and are, in any event, entitled to sell and transfer the Sale Shares to the Purchaser, free from all and any Encumbrances together with all rights and benefits attaching thereto;
8.1.6	the execution and delivery of, and the performance by the Vendor of its obligations under this Agreement will not:

(a)	result in a breach of any agreement or arrangement to which the Vendor is a party or by which the Vendor is bound; and/or
(b)	result in a breach of any order, judgement or decree of or undertaking to any court, government body, statutory authority or regulatory body (including, without limitation, any relevant government or other authorities in the PRC, any relevant stock exchange or securities council) to which the Vendor is a party or by which it is bound.

8.2	The Vendor further warrants and undertakes to and with the Purchaser that:
	8.2.1	the Warranties are true and accurate in all respects and not misleading at the date of this Agreement and will continue to be true and accurate in all respects and not misleading down to and including Completion;
	8.2.2	in relation to any Warranties which refer to the knowledge, information or belief of the Vendor, that the Vendor has made reasonable enquiry into the subject matter of that Warranty;
	8.2.3	each of the statements set out in Schedule 1 is true and accurate in all respects;

8.3	The Warranties given hereunder or pursuant hereto shall not in any respect be extinguished or affected by Completion and the benefits thereof may be assigned in whole or in part by the Purchaser to any third party at its sole discretion without the Vendor’s consent.
8.4	The Purchaser confirms, and the Vendor acknowledges that, the Purchaser has entered into this Agreement in reliance upon and on the basis of each of the Warranties.

-12-

8.5	The Warranties shall be separate and independent and save as expressly provided shall not be limited by reference to any other Clause or anything in this Agreement, the Schedules or the Appendices.
8.6	The Vendor shall not do, allow or procure any act or omission before Completion which would constitute a breach of any of the Warranties if they were given at Completion or which would make any of the Warranties unfulfilled, untrue, inaccurate or misleading in any respect if they were so given.
8.7	If prior to Completion, any Party shall become aware of any event which results or may result in any of the warranties being unfulfilled, untrue, incorrect or misleading on Completion, the Party not in default (the “Non-Defaulting Party”) shall immediately notify the Party in Default (the “Defaulting Party”) in writing thereof prior to Completion and the Defaulting Party shall make any investigation concerning the event which the Non-Defaulting Party, without prejudice to any of the Non-Defaulting Party rights under this Agreement, may reasonably require. If an investigation is required, the Defaulting Party shall conduct and complete the investigation within fourteen (14) days from the receipt of written notice from the Non-Defaulting Party.
8.8	In any event, if it becoming apparent on or before Completion that the Vendor is or may be in material breach of any of the Warranties or any other term of this Agreement, the Purchaser shall be entitled, in its sole discretion, rescind this Agreement by notice in writing to the Vendor.

8A.	Profit Warranty for FY2007 and FY2008
8A.1	Subject to Clause 8A.4 below, the Vendor hereby undertakes to the Purchaser that the consolidated NPAT of the Company (based on its Accounts) shall be as follows:
	8A.1.1 not less than S$2,000,000 (the “FY2007 Guaranteed Profit”) for FY2007; and
	8A.1.2 not less than S$5,000,000 (the “FY2008 Guaranteed Profit”) for FY2008.
	For the purposes of the profit warranty provided by the Vendor pursuant to this Clause 8A, the Parties acknowledge and agree that a sum of S$5,000,000 (the “Escrow Sum”) out of the Cash Consideration shall be placed in a bank account with Stamford Law Corporation (the “Escrow Account”) under an escrow arrangement (the terms of which will be mutually agreed between the relevant parties) until ten (10) Business Days from the date of issue of the FY2008 Accounts of the Target Companies.

8A.2 In the event that the NPAT for FY2007 and/or FY2008 (each a “Profit Warranty Period”) is less than the FY2007 Guaranteed Profit or the FY2008 Guaranteed Profit as the case may be, the Vendor shall upon written demand by the Purchaser compensate the Purchaser as follows:

(a) the amount (the “Compensation Amount”) equal to the Shortfall Amount (being the difference between the FY2007 Guaranteed Profit and the NPAT for FY2007 and the difference between the FY2008 Guaranteed Profit and the NPAT for FY2008) from the Escrow Sum in the Escrow Account, and paying the Compensation Amount to any of the Company as directed by the Purchaser; and

-13-

(b) in addition to payment of the Compensation Amount as described in Clause 8A.2(a) above, the number of Consideration Shares  allotted and issued to the Vendor shall be reduced by way of a selective capital reduction or share buy-back or such other method as may be determined by the Purchaser in its absolute discretion using the formula set out below:

R	=	Shortfall Amount
S$1.00

Where:

R is the number of Consideration Shares to be reduced, rounded down to the nearest whole share.

8A.3	In respect of payment of the Compensation Amount in cash, the Vendor shall make such payment by way of telegraphic transfer to the bank account of the Purchaser (as notified by the Purchaser to the Vendor) or a cashier’s order or banker’s draft issued by a bank licensed in Singapore and made out in favour of the Purchaser, or such other method of payment as the Purchaser may indicate to the Vendor, in all cases within five (5) Business Days of the date of issue of the relevant accounts for FY2007 or FY2008 as the case may be.
8A.4	In connection with Clause 8A.1 above, the Purchaser agrees and undertakes that upon the occurrence of an event of force majeure (hereinafter defined) during the Profit Warranty Period, such event to be notified in writing to the Purchaser by the Vendor within five (5) Business Days from such occurrence. In this event, the Profit Warranty Period affected by the occurrence of an event of force majeure shall be deferred to a period of evaluation to be reasonably determined by the Purchaser and in consultation with the Vendor.
	For the purposes of this Clause 8A.4, “events of force majeure” shall be limited to natural disasters, outbreak of epidemics, riot or war, developing, occurring, existing or coming into effect and which have an adverse impact on the businesses and/or financial performance of the Target Companies.
8B	Contractual Arrangements between Molong and Mopie
8B.1	The Vendor represents, warrants and undertakes to the Purchaser that the following contractual arrangements are, as at the date of this Agreement proper, valid and binding:

8B.1.1	an Exclusive Technical Grant and Service Agreement （独家技术许可和服务协议） entered into between Mopie and the Company;
8B.1.2	an Exclusive Equity Transfer Option Agreement （独家转股期权协议）entered into between Ms. Shi Yongmei (史永梅), Ms. Song Zhiling（宋志凌), Mopie and the Company;
8B.1.3	an Shareholder Voting Rights Proxy Agreement (股东表决权委托协议) entered into between Ms. Shi Yongmei, Ms. Song Zhiling, Mopie and the Company in relation to the voting rights of Molong in Mopie;
8B.1.4	an Equity Interests Mortgage Agreement （关于上海摩派信息科技有限公司之股权质押协议）entered into between Ms. Shi Yongmei, Ms. Song Zhiling, Mopie and the Company; and

-14-

8B.1.5 a Loan agreement (借款协议）entered into between Ms. Shi Yongmei, Ms. Song Zhiling and the Company,

(collectively the “Contractual Arrangements”). The Contractual Arrangements, which are annexed hereto in Appendix II, are dated 1 July 2007.

8B.2	In relation to the Contractual Arrangements, the Vendor undertakes to:
	8B.2.1	ensure that the Contractual Arrangements remain proper, valid and binding on the relevant parties, with a view to maintaining the current collaboration, business model and relationship between Molong and Mopie post-Completion; and
	8B.2.2	renew or re-enter into similar agreements with a view to maintaining the current collaboration, business model and relationship between Molong and Mopie in the event ofthe expiry or termination of any of the Contractual Arrangements for any reason whatsoever, on terms and subject to conditions acceptable to the Purchaser which it shall determine in its absolute discretion.

9.	Warranties by the Purchaser
9.1	The Purchaser hereby represents, warrants and undertakes to and with the Vendor (with the intent that the provisions of this Clause shall continue to have full force and effect notwithstanding Completion) that:

9.1.1	the Purchaser has full power and authority to enter into and perform this Agreement and this Agreement constitutes valid and binding obligations on the Purchaser;
9.1.2	neither the Purchaser nor it and its respective directors has committed and/or is in breach of any of the laws of any country in relation to the affairs of the Purchaser and having an adverse material effect on the affairs of the Purchaser;
9.1.3	the execution and delivery of, and the performance by the Purchaser of its obligations under this Agreement will not:

(a)	result in a breach of any provision of the memorandum or articles of association of the Purchaser or of any agreement or arrangement to which the Purchaser is a party or by which it is bound; and/or
(b)	result in a breach of any order, judgement or decree of or undertaking to any court, government body, statutory authority or regulatory body (including, without limitation, any relevant stock exchange or securities council) to which the Purchaser is a party or by which it is bound.

10.

Indemnification

10.1

Each of the Parties to this Agreement (the “Indemnifying Party”) hereby irrevocably undertakes to keep the other Party (the “Indemnified Party”) fully and effectively indemnified against any and all Damages (including but not limited to all legal costs or attorney’s fees on a full indemnity basis) that the Indemnified Party may reasonably incur or may reasonably suffer in connection with or arising from any material breach of any of the warranties, representation and/or undertakings in Clauses 6, 7, 8 and/or Clause 9, as the case may be, and/or material default by the Indemnifying Party of its obligations under this Agreement. Any liability to the Indemnified Party hereunder may in whole or in part be released, compounded or compromised or time or indulgence given by the Indemnified Party in its absolute discretion without in any way prejudicing or affecting its rights against the Indemnifying Party.  Any release or waiver or compromises shall be in writing and shall not be deemed to be a release, waiver or compromise of similar conditions in future. For the avoidance of doubt, this Clause 10 shall survive Completion.

-15-

10.2	The indemnity in Clause 10.1 shall include all costs and expenses payable in connection with any claim or liability referred to therein.
11.	Confidentiality
11.1	Each of the Parties agrees to keep strictly secret and confidential, and under no circumstances to disclose to any person which is not a party to the Agreement, any Confidential Information arising from or in connection with this Agreement unless disclosure of such information is expressly permitted by the prior written consent in writing of the other party (such consent not to be unreasonably withheld). The Vendor shall also procure the Target Companies to observe the terms of this Clause as if it were given by the Vendor.
11.2	Notwithstanding Clause 11.1, the confidentiality obligation shall not apply to:
	11.2.1	any information obtained from any Party hereto which becomes generally known to the public, other than by reason of any wilful or negligent act or omission of any Party hereto or any of their agents, advisers or employees;
	11.2.2	any information obtained from any third party;
	11.2.3	any information which is required to be disclosed pursuant to any legal process issued by any court or tribunal whether in Singapore, the PRC or elsewhere;
	11.2.4	any information disclosed by any of the parties to their respective bankers, financial advisers, consultants and legal or other advisers for the purpose of this Agreement and the transactions contemplated herein;
	11.2.5	any information that may be required to be disclosed pursuant to any applicable requirement issued by any competent governmental or statutory authority or rules or regulations of any relevant regulatory body (including, without limitation, any relevant stock exchange or securities council), and
	11.2.6	any information which is reasonably required to be disclosed to persons who are subject to duties of secrecy and confidence under the Banking Act, Chapter 19 of Singapore, the Finance Companies Act, Chapter 108 of Singapore or such other similar legislation as may be applicable to the Purchaser.
12.	Restriction on Announcements

Save as may be required to be disclosed pursuant to any applicable requirement issued by any competent governmental or statutory authority or rules or regulations of any relevant regulatory body (including, without limitation, any relevant stock exchange or securities council), each Party undertakes that prior to Completion it will not make any announcement in connection with this Agreement unless the other party shall have given its written consent to such announcement (which consent not to be unreasonably withheld).

-16-

13.	Costs and Stamp Duty
13.1	Subject to Clauses 8.9 and 13.2, each Party to this Agreement shall pay its own costs and expenses incurred in relation to or in connection with the negotiation, preparation and execution of this Agreement and the sale and purchase hereby agreed to be made, provided that if any Party shall lawfully exercise any right hereby conferred to rescind this Agreement before Completion the other Party shall indemnify the first-mentioned Party against expenses and costs (including legal, accounting and other costs and expenses) incurred in the preparation of this Agreement.
13.2	The Purchaser shall bear:-
	13.2.1	all stamp duties payable in connection with the transfer of the Sale Shares from the Vendor to the Purchaser;
	13.2.2	all fees payable to the financial adviser, independent financial adviser (if necessary), its solicitors (in Singapore or otherwise) and such other professional advisers appointed by the Purchaser to effect the Acquisition;

14. General

14.1	This Agreement shallbe binding uponand inure for the benefit of thesuccessors, personal representatives and estates of theParties. Except as otherwise expressly provided in this Agreement, no rights and obligations in this Agreement shall be assigned to any other person by any party without the prior written consent of the other Party. Nothing herein contained shall prevent an assignment to a successor of any Party if such succession is created as a result of a merger or consolidation involving a transfer of ownership of all or substantially all of its assets by any party; provided that the successor to such Party in any such transaction shall assume in writing or as a matter of law the obligations of such Party hereunder with full continuing liability of such party and further provided that prior written notice of such transaction shall be given by such party to the other Party. No assignment shall relieve any Party of its obligations in this Agreement.
14.2	This Agreement (together with the Schedules and Appendices attached hereto), constitutes the full understanding of the parties and the complete and exclusive statement of the terms and conditions of the Agreement relating to the subject matter of this Agreement and supersedes any and all prior agreements, whether written or oral, that may exist between the Parties with respect thereto.
14.3	Any amendment of or supplement to this Agreement, including this provision and the Schedules and Appendices, must be in writing (or in any other form required by applicable law) and executed by both Parties to be effective.

-17-

14.4	The provisions of this Agreement including the Warranties, covenants and undertakings (insofar as the same shall not have been fully performed at Completion) shall remain in full force and effect notwithstanding Completion. Completion shall not prejudice any rights of any of the Parties which may have accrued hereunder prior to Completion.
14.5	The Vendor and the Purchaser shall do and execute or procure to be done and executed all such further acts, deeds, things and documents as the other party may reasonably require to fulfil the provisions of and to give to each Party the full benefit of this Agreement.
14.6	Except to the extent already performed, all the provisions of this Agreement shall, so far as they are capable of being performed or observed, continue in full force and effect notwithstanding Completion.
14.7	The illegality, invalidity or unenforceability of any provision of this Agreement under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision.
14.8	If any provision in this Agreement is held to be illegal, invalid or unenforceable in whole or in part, this Agreement shall continue to be valid as to its other provisions and the remainder of the affected provision.
15.	Notices
Any notice required to be given by any party to the other shall be deemed validly served by hand delivery or by telefax or by prepaid registered letter sent through the post to its address given herein or such other address as may from time to time be notified for this purpose and any notice served by hand shall be deemed to have been served on delivery, any notice served by telefax shall be deemed to have been served when sent provided that such notice sent by telefax shall thereafter be sent by post by way of a confirmation copy and any notice served by prepaid registered letter shall be deemed to have been served seven (7) days after the time at which it was posted and in proving service it shall be sufficient to prove that the notice was properly addressed and delivered or posted, as the case may be.  The initial addresses and telefax numbers of the parties are:

The Vendor:	Tan Kee Chen
	Block 234 #12-438
	Yishun Street 21
	Singapore 760234
	Telefax no:	65 65342996
	Attention:	Tan Kee Chen
The Purchaser:	Enzer Corporation Limited
	Block 4012 Ang Mo Kio Ave 10,
	#06-08, TECHPlace I,
	Singapore 569628
	Telefax no:	(65) 6553 0218
	Attention:	Low Shiong Jin

-18-

16.	Remedies and Waivers
	Save as expressly provided herein, any right of rescission conferred upon the Purchaser or the Vendor hereby shall be in addition to and without prejudice to all other rights and remedies available to it. No failure on the part of any party to this Agreement to exercise, and no delay on its part in exercising, any right or remedy under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.
17.	Time of Essence
	Any time, date or period mentioned in any provision of this Agreement may be extended by mutual agreement between the parties hereto but as regards any time, date or period originally fixed and not extended or any time, date or period so extended as aforesaid time shall be of the essence.
18.	Third Party Rights
	Unless expressly provided to the contrary in this Agreement, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to enforce or to enjoy the benefit of any term of this Agreement.
19.	Counterparts
	This Agreement may be signed in any number of counterparts each of which shall together constitute the same agreement.  Any party may enter into this Agreement by signing any such counterpart. Each counterpart may be signed and executed by the parties and transmitted by facsimile transmission and shall be as valid and effectual as if executed as an original.
20.	Governing Law and Jurisdiction
20.1	This Agreement shall be governed by and construed in accordance with the laws of Singapore.
20.2	In relation to any legal action or proceedings arising out of or in connection with this Agreement, each of the Parties hereto hereby irrevocably submits to the non-exclusive jurisdiction of the courts of Singapore.  The submission to jurisdiction in this Clause 13 shall not affect the right of any Party to take proceedings in any other jurisdiction nor shall the taking of proceedings in any jurisdiction preclude any other Party from taking proceedings in any other jurisdiction.
21.	Language
	This Agreement is prepared in English and is translated into Mandarin for the purposes of Parties’ understanding of the contents of this Agreement. In the event of any inconsistency between the English and Mandarin versions of this Agreement, the English version of this Agreement shallprevail.

-19-

Schedule 1 - Warranties as to the Target Companies

1.	Information
1.1	Save as disclosed in the Disclosure Letter, the Recitals are true and all information contained in any written document or communication (whether oral or written), including any information on the Target Companies, which has been given in writing by the Target Companies or their advisers, agents, representatives, officers or employees to the Purchaser or its advisers, agents, representatives, officers or employees in the course of the negotiations leading to this Agreement was when given true and accurate in all material respects and is not misleading whether because of any omission or ambiguity or for any other reason.
1.2	The Purchaser will promptly be notified in writing by the Vendor of any matters or thing of which it becomes aware which is a breach of or is inconsistent with any of the Warranties.
2.	Copies of Accounts, Memorandum and Articles, etc.
	The copies of the Accounts and the constitutive documents of the Target Companies are true and complete copies and in the case of the constitutive documents have attached thereto copies of all such resolutions and agreements as are required by law to be delivered to and lodged with the competent authorities of the corporate seats or countries of incorporation of the Target Companies.
3.	Accounts
3.1	The Accounts of the Target Companies were properly prepared in a manner consistent with that adopted in the preparation of its management accounts for all periods ended during the 12 months prior to the Accounts Date.
3.2	Without limiting the generality of paragraph 3.1 above, with respect to the Target Companies, their Accounts either make full provision for or disclose all its liabilities (whether actual, contingent or disputed and including finance lease commitments), all outstanding capital commitments and all its bad or doubtful debts in accordance with the accounting principles, standards and practices generally accepted in its corporate seat or country of incorporation as at the Accounts Date.
3.3	Having regard to the purpose for which such Accounts were prepared, they are not misleading in any material respect.
4.	Changes since Accounts Date
	Save as set out in the Disclosure Letter, since the Accounts Date as regards the Target Companies:
4.1	their businesses have been lawfully carried on in the ordinary course and so as to maintain the same as going concerns;
4.2	they have not disposed of any assets or assumed or incurred any material liabilities (including contingent liabilities) otherwise than in the ordinary course of carrying on their businesses;
4.3	their businesses have not been adversely affected by the loss of any important customer or source of supply or by any abnormal factor not affecting similar businesses to a like extent or by any other cause and the Target Companies after making due and careful enquiries are not aware of any facts which are likely to give rise to any such effects;

-20-

4.4	no dividend or other distribution has been declared, made or paid to their members except as provided for in their Accounts;
4.5	there has been no material adverse change in their turnover and trading position;
4.6	no change has been made in the emoluments or other terms of employment of their directors or any of their employees;
4.7	they have not borrowed any money or issued any guarantee or created any charge or Encumbrance over any asset other than as disclosed in their Accounts;
4.8	no share or loan capital has been allotted or issued or agreed to be issued;
4.9	they have not entered into any unusual, long term or onerous commitments or contracts;
4.10	the Vendor after making due and careful enquiries have not learnt of any circumstance making bad or doubtful any of the book debts of the Target Companies;
4.11	there has been no material adverse change in their financial position or prospects;
4.12	they have not knowingly waived or released any proprietary rights of a material or substantial value howsoever arising;
4.13	they have not acquired or disposed of or granted any right or option or created any other encumbrance; and
4.14	no resolutions have been passed and nothing has been done in the conduct or management of the affairs of the Target Companies which would be likely to materially reduce the net asset value of the Target Companies.
5.	Litigation
5.1	Since the Accounts Date, no claim in damages has been made against the Target Companies.
5.2	Save as disclosed in the Disclosure Letter, the Target Companies are not at present engaged, whether as plaintiff or defendant or otherwise, in any legal action, proceeding or arbitration (other than as plaintiff in the collection of debts arising in the ordinary course of its business) or being prosecuted for any criminal offence.
5.3	There is not in force any court injunction, order or directive restraining or restricting the Target Companies from carrying on their business or any part thereof.
5.4	The Target Companies are not subject to any outstanding judgment, order or decree of any court, tribunal or regulatory or government body or any undertaking to any court, judicial authority or regulatory or government body or any outstanding arbitration award; there are no civil, criminal, administrative or disciplinary or arbitration proceedings in progress, pending or threatened against the Target Companies and there are no facts likely to give rise to any such proceedings.

-21-

5.5	The Target Companies and any person, for whose acts or defaults the Target Companies may be liable, has not committed any criminal, illegal or other unlawful act or any breach of contract or statutory duty or any tortious or other act or default which could lead to a claim or proceedings against the Target Companies or give rise to or increase a liability or obligation of the Target Companies or which could entitle any other person to terminate any contract to which the Target Companies are parties.
5.6	There are no investigations, inquiries or disciplinary proceedings by or before any regulatory or government body concerning the Target Companies, none are pending or threatened and there are no facts likely to give rise to any such investigation, inquiry or proceedings.
5.7	So far as the Vendor is aware, the Target Companies and their officers, agents or employees has not, for the purposes of securing any contract for the Target Companies, given or offered any bribe or any corrupt, unlawful or immoral payment, contribution, gift, entertainment or other inducement.
5.8	The Target Companies have not been convicted of any offence. No employee, agent or former officer, agent or employee of the Target Companies has been convicted of any offence in relation to the Target Companies.
6.	Taxation
	Save as disclosed in the Disclosure Letter:
6.1	There is no liability on the Target Companies to Taxation in respect of which a claim for Taxation could be made and there are no circumstances likely to give rise to such a liability.
6.2	All income tax, goods and services and value-added tax, salaries tax and property tax, stamp duties, withholding tax and other taxes charges and levies assessed or imposed by any government or governmental or statutory body which have been assessed upon the Target Companies and which are due and payable on or before Completion have been paid and were paid on or before the relevant due date for payment.
6.3	In relation to stamp duty assessable or payable in Singapore, PRC or elsewhere in the world, as at the date of this Agreement and as at Completion Date, all documents in the enforcement of which the Target Companies may be interested have been duly stamped and no document belonging to the Target Companies now or at completion which is subject to ad valorem stamp duty is or will be unstamped or insufficiently stamped; nor has any relief from such duty been improperly obtained, nor has any event occurred as a result of which any such duty from which the Target Companies have obtained relief, has become payable; and all stamp duty payable upon any transfer of shares in the Target Companies before Completion has been duly paid.
6.4	In relation to goods and services tax and/or value-added or other similar tax, each of the Target Companies:

6.4.1	has been duly registered and is a taxable person;
6.4.2	has complied, in all respects, with all statutory requirements, orders, provisions, directions or conditions;
6.4.3	maintains complete, accurate and up-to-date records as is required by the applicable legislation; and

-22-

6.4.4 has not been required by the relevant authorities of customs and excise to give security.

6.5	Save as disclosed in the Disclosure Letter, the Target Companies have not paid or, since the Accounts Date, become liable to pay any penalty or interest under any Taxation statute.
6.6	Save as disclosed in the Disclosure Letter, the Target Companies have not been the subject of an investigation, discovery or access order by or involving any Taxation authority and there are no circumstances existing which make it likely that an investigation, discovery or order will be made.
6.7	For Taxation purposes, the Target Companies have at all times been tax-resident in its corporate seat or country of incorporation (as the case may be) and has not at any time been resident outside its corporate seat or country of incorporation (as the case may be).
6.8	The Target Companies, other than the Company, are not and have not at any time been subject to Taxation in any jurisdiction outside the PRC and do not carry on and have not at any time carried on any trade, business or other activity outside the PRC.
6.9	The Target Companies are not and have not at any time enjoyed any tax incentives or tax holidays.
7.	Contributions
7.1	All deductions and payments required to be made by theTarget Companies in respect of contributions (including employer's contributions) to any relevant competent authority have been so made.
7.2	Proper records have been maintained in respect of all such deductions and payments and all regulations applicable thereto have been complied with.
8.	Tax returns
	The Target Companies have duly made all returns and given or delivered all notices, accounts and information which on or before the date of this Agreement and on Completion Date ought to have been made, given or delivered for the purposes of Taxation and all such returns, notices, accounts and information (and all other information supplied to the Inland Revenue or the Customs and Excise or other fiscal authority concerned for any such purpose) have been complete and correct and made on a proper basis and none of such returns, notices, accounts or information is disputed in any respect by the fiscal authority concerned and there is no fact known to the Vendor after making due and careful enquiries which might be the occasion of any such dispute or of any claim for taxation in respect of any financial period down to and including the Accounts Date not provided for in the Accounts of the Target Companies.
9.	Employees

-23-

9.1 There are not in existence any contracts of service with directors or employees of the Target Companies, nor any consultancy agreements with the Target Companies, which cannot be terminated by 3 months’ notice or less or (where not reduced to writing) by reasonable notice (not exceeding a 3 month period) without giving rise to any claim for damages or compensation.

9.2	There are no amounts owing to any present or former directors or to employees of the Target Companies save for accrued benefits and remuneration due to present directors and employees of the Target Companies, full details of which have been set out in the relevant Accounts.
9.3	Save to the extent (if any) to which provision or allowance has been made in the relevant Accounts, the Target Companies have not made or agreed to make any payment to or provided or agreed to provide any benefit for any present or former director or employee which is not allowable as a deduction for the purposes of Taxation.
9.4	Save to the extent (if any) to which provision or allowance has been made in the relevant Accounts:

	9.4.1	no liability has been incurred by the Target Companies for breach of any contract of service or for services, for redundancy payments or for compensation for wrongful dismissal or unfair dismissal or for failure to comply with any order for the reinstatement or re-engagement of any employee; and
	9.4.2	no gratuitous payment has been made or promised by the Target Companies in connection with the actual or proposed termination or suspension of employment or variation of any contract of employment of any present or former director or employee.
9.5	The Target Companies have in relation to each of its employees (and so far as relevant to each of its former employees) complied in all respects with:
	9.5.1	all obligations imposed on it by all statutes, regulations and codes of conduct and practice relevant to the relations between it and its employees or any trade union and the Target Companies have maintained current, adequate and suitable records regarding the service of each of its employees;
	9.5.2	all collective agreements and customs and practices for the time being dealing with such relations or the conditions of service of its employees; and
	9.5.3	all relevant orders and awards made under any relevant statute, regulation or code of conduct and practice affecting the conditions of service of its employees.
9.6	The Target Companies are not involved in and has not received notice of any industrial or trade dispute or any dispute or negotiation with any trade union or association of trade unions or organisation or body of employees.
9.7	The Target Companies do not have in existence and are not proposing to introduce any incentive scheme, share incentive scheme, share option scheme, profit sharing scheme or other bonus commission or incentive scheme for all or any of its directors or employees.
9.8	Save as set out in the Disclosure Letter:
	9.8.1	the Target Companies have no other employees;
	9.8.2	there are no other terms and conditions of employment for any employee of the Target Companies;

-24-

	9.8.3	no employee of the Target Companies receives or is entitled (contingently or otherwise) to receive any bonus, commission, variable remuneration, insurance benefit in kind, motor vehicle for private use or other reward other than wages or salary at a fixed rate; and
	9.8.4	all employees who require a valid employment pass or other required permit entitling such employee to work in the country in which he or she exercises employment are in possession of such valid pass or permit; and true and complete particulars of each such employee's current remuneration, age, sex, date of commencement of continuous employment and pension scheme membership appear in the Disclosure Letter.
9.9	The Target Companies have not offered or agreed to increase the remuneration of or to alter any of the terms and conditions of employment of any of its employees.
9.10	There are no amounts owing to any present or former employee of the Target Companies other than remuneration accrued for the current wage or salary period or for reimbursement of normal business expenses and no present or former employee of the Target Companies has any claim against the Target Companies or right to be indemnified by the Target Companies arising out of an act or omission in the course of his office or employment on or before the date of this Agreement and on Completion Date.
9.11	The employees of the Target Companies do not have at the date of this Agreement and on Completion Date any accrued rights to holiday pay or to pay in lieu of holidays which have not been provided for in full in the Management Accounts.
9.12	The Target Companies do not have any agreement or other arrangement (whether or not legally binding) with any trade union or other body representing employees of any Target Company or any of them and the Target Companies do not recognise any trade union or other body representing employees of any Target Company or any of them.
9.13	There has been no strike, work to rule or industrial action (official or unofficial) by any employee of the Target Companies within the last 5 years.
9.14	There are no claims pending or threatened or, to the best of the knowledge of the Vendor, having made due and careful enquiries, capable of arising, against the Target Companies:
	9.14.1	by an employee or workman or third party, in respect of an accident or injury which is not fully covered by insurance; or
	9.14.2	by an employee or director in relation to his terms and conditions of employment or appointment.
10.	Pensions, Grants and Employment Schemes
10.1	There are not in existence nor has any proposal been announced to establish any retirement, death or disability benefit schemes for directors or employees nor are there any obligations to or in respect of present or former directors or employees with regard to retirement, death or disability pursuant to which the Target Companies are or may become liable to make payments and no pension or retirement or sickness gratuity is currently being paid or has been promised by the Target Companies to or in respect of any former director or former employee.

-25-

10.2	No grants, subsidies and allowances have been applied for or received by the Target Companies from any government body and there are no grounds upon which any such grant, subsidy or allowance or any part thereof could be liable to be repaid or recovered whether by reason of completion of this Agreement or otherwise.
10.3	The Target Companies are not party to any scheme or programme relating to the temporary or permanent engagement or training of employees under which it receives any subsidy or other financial assistance from any government body.
11.	Debts to, contracts with, connected persons
11.1	Save as stated in the Disclosure Letter, there are:
	11.1.1	no loans made by the Target Companies or debts (whether or not due for payment and including contingent liabilities) or unfulfilled obligations (present or future, actual or contingent) owing to any corporations controlled by the Vendor or his affiliates or to any director or employee of the Target Companies;
	11.1.2	no debts owing by the Target Companies other than debts which have arisen in the ordinary course of business;
	11.1.3	no securities given by or to the Target Companies (including but not limited to guarantees and indemnities) for any such loans or debts as aforesaid; and
	11.1.4	no claims or circumstances which may give rise to a claim against the Target Companies by the Vendor or any director or employee of the Target Companies.
11.2	There are no existing contracts, arrangements, understandings or engagements to which the Target Companies are parties and in which the Target Companies, any director or employee of the Target Companies is directly or indirectly interested.
11.3	There is no contract, arrangement or understanding to which the Target Companies are parties or by which they are bound which is not on entirely arm's length terms.
11.4	The financial position of the Target Companies and their results as appearing from the Accounts were not and have not since been affected by any transaction, contract or arrangement not on entirely arm's length terms.
12.	Capital commitments, unusual contracts, Guarantees
	The Target Companies:
12.1	have no capital commitment in excess of S$100,000;
12.2	are not parties to any contract entered into otherwise than in the ordinary and usual course of business or any contract of an onerous or long-term nature (exceeding a 12 month period);
12.3	have not delegated any powers under a power of attorney which remains in effect;
12.4	have not by reason of any default by it in any of their obligations become bound or liable to be called upon to repay prematurely any loan capital or borrowed moneys;

-26-

12.5	are not a party to any agreement which is or may become terminable as a result of the entry into or completion of this Agreement;
12.6	have not entered into or are bound by any guarantee or indemnity under which any liability or contingent liability is outstanding;
12.7	are not and have not agreed to become, a member of any joint venture, consortium, partnership or other unincorporated association; are not and have not agreed to become, a party to any agreement or arrangement for participating with others in any business sharing commissions or other income;
12.8	are not parties to any agency, distributorship, marketing, purchasing, manufacturing or licensing agreement or arrangement or any agreement or arrangement of any nature whatsoever which restricts their freedom to carry on their business in any part of the world in any manner; and
12.9	have not and will not at any time prior to Completion sell or otherwise dispose of any shares or assets in circumstances such that they are, or may be, still subject to any liability (whether contingent or otherwise) under any representation, warranty or indemnity given or agreed to be given on or in connection with such sale or disposal.
13.	Book debts
	Save as disclosed in the Accounts, none of the book debts which are included in the Accounts or which have subsequently arisen have been outstanding for more than 3 months from their due dates for payment and each such debt has realised or will realise in the normal course of collection its full value as included in the Accounts or in the books of the Target Companies after taking into account any provision for such debt made in the Accounts.
14.	Insurance
14.1	All insurable risks of the Target Companies have been duly and properly insured with such coverage as the Target Companies deemed adequate.
14.2	The particulars of the insurances of the Target Companies set out in the Disclosure Letter are true, complete and accurate.
14.3	In respect of all such insurances:
	14.3.1	all premiums have been duly paid to date;
	14.3.2	all the policies are in force and are not voidable on account of any act, omission or non-disclosure on the part of the insured party; and
	14.3.3	none of the insurance policies is subject to any special or unusual terms or restrictions or to the payment of any premium in excess of the usual rate.
14.4	The Target Companies have not made any claim on its insurers, nor have any circumstances arisen which may give rise to any claim, which (in either case) could have the effect of causing future premiums to be higher than would otherwise be the case.

-27-

15.	Title to and condition of assets and net asset value
15.1	All assets (including all intangible assets) owned held or used by the Target Companies:
	15.1.1	are legally and beneficially owned by the Target Companies free from any Encumbrance;
	15.1.2	are in the possession or under the exclusive control of the Target Companies; and
	15.1.3	are situated in its respective country of incorporation.
15.2	There is no Encumbrance on, over or affecting the whole or any part of the undertaking or assets of the Target Companies and there is no agreement or commitment to give or create any Encumbrance and no claim has been made by any person to be entitled to any Encumbrance.
15.3	The Target Companies have not received any sum, property or benefit the payment or transfer of which is liable to be avoided, or which is liable to be recovered from it, under any rule or law and does not hold any sum, property or right as trustee or constructive trustee.
15.4	The assets owned by the Target Companies comprise all the assets necessary to enable such company to carry on its business fully and effectively in the ordinary course, as carried on up to the present time and no such assets are used wholly or partly for any purpose other than the business of such company.
15.5	All assets owned or used by the Target Companies which are subject to a requirement of licensing or registration of ownership possession or use are duly licenced or registered in the sole name of that company and that such licences are not in the process of being or have not been revoked by the relevant authorities.
15.6	All vehicles owned or used by the Target Companies (including without limitation company vehicles used by any of its employees) are registered in the sole name of that company and are duly licenced and insured for all purposes for which they are used, all registration documents relating thereto are in the possession of that company, and all necessary goods vehicle operators’ licences are held by that company, and that all such licences as mentioned aforesaid are not in the process of being or have not been revoked by the relevant authorities.
15.7	The assets registers of the Target Companies comprise a complete and accurate record of all plant, machinery, equipment and vehicles owned, held or used by that company and are capable of being reconciled in respect of each item with the book values of such assets in the accounting records of that company.
15.8	All plant, machinery, equipment and vehicles owned or used by the Target Companies are in good and safe repair and condition having regard to their age, have been regularly and properly maintained and are in working order and none are in a dangerous or (in the case of vehicles) unroadworthy condition or in need of renewal or replacement.
15.9	Maintenance contracts are in full force and effect in respect of all assets of the Target Companies which it is normal or prudent to have maintained by independent or specialist contractors and in respect of all assets which the Target Companies is obliged to maintain or repair under any hire purchase, leasing, rental, insurance or other agreement.
16.	Compliance with leases and other agreements

-28-

16.1	The terms of all leases, tenancies, licences, concessions, agencies, franchises and agreements of whatsoever nature (including without limitation the agreements set out in the Disclosure Letter) to which the Target Companies are parties have been dulycomplied with.
16.2	No such lease, tenancy, licence, concession, agency, franchise or agreement will become subject to avoidance, revocation orbe otherwise affected uponor in consequence of the making or implementation of this Agreement.
16.3	True and complete copies of all such leases, tenancies, licences, concessions, agencies, franchises and agreements have been delivered bythe Vendor to the Purchaser.
17.	Statutory and other requirements, consents and licences
17.1	The Target Companies have carried on its business in accordance with the laws of  the PRC or elsewhere and so far as the Vendor is aware in any relevant country.  There is no investigation or enquiry by, or order, decree or judgment of, any court or any governmental agency or regulatory body outstanding or anticipated against that Target Company or which may have a material adverse effect upon its assets or business.
17.2	All statutory and other requirements applicable to the carrying on of the business of the Target Companies as now carried on, and all conditions applicable to any licences and consents involved in the carrying on of such business, have been complied with and the Vendor is not aware of any breach thereof or of any intended or contemplated refusal or revocation of any such licence or consent.
18.	Books and records
18.1	The statutory records, registers and books and the books of account of the Target Companies are duly entered up and maintained in accordance with all legal requirements applicable thereto and contain true, full and accurate records of all matters required to be dealt with therein and all such books and all records and documents (including documents of title) which are its property, in its possession or under its control and all accounts, documents and returns required to be delivered or made to the competent authorities in Singapore, the PRC or elsewhere in this world  (as the case may be) or other similar officer elsewhere in the world have been duly and correctly delivered or made.
18.2	The Target Companies have not received any notice of any application or intended application under the relevant legislation for the rectification of the Target Companies’ statutory records, registers and/or books.
18.3	All charges in favour of the Target Companies have (if appropriate) been registered in accordance with the provisions of the Companies Act (or equivalent legislation in the relevant jurisdiction).
19.	Options on share capital
19.1	No unissued shares of the Target Companies are under option or agreed conditionally or unconditionally to be placed under option or created or issued.
19.2	There is no option, right to acquire, mortgage, charge, pledge, lien or other form of security or encumbrance on, over or affecting the shares in the Target Companies and there is no agreement or commitment to give or create any of the foregoing.

-29-

20.	Properties
20.1	The Target Companies have paid the rent and observed and performed the covenants on the part of the tenant and the conditions contained in any leases (which expression in this paragraph 20 includes underleases) under which the Properties are held and the last demand (or receipts for rent if issued) were unqualified.
20.2	All licences, consents and approvals required from the landlords and any superior landlords under any leases of the Properties have been obtained, and the covenants on the part of the tenant contained in the licences, consents and approvals have been duly performed and observed.
20.3	There are no rent reviews under the leases of the Properties held by the Target Companies in progress.
20.4	No obligation necessary to comply with any notice or other requirement given by the landlord under any leases of the Properties is outstanding and unobserved and unperformed.
20.5	There is no obligation to reinstate the Properties by removing or dismantling any alteration made to it by the Target Companies or any predecessor in title to the Target Companies.
21.	Corporate Matters
21.1	The Target Companies have been duly incorporated and is validly existing and is not in receivership or liquidation, it has taken no steps to enter into liquidation and the Vendor is not aware of any petition being presented for winding up of the Target Companies and the Vendor is not aware of any grounds on which a petition or application could be based for the winding up or appointment of a receiver of the Target Companies.
21.2	The Vendor is the legal and beneficial owners of the Sale Shares free and clear of any Encumbrance and there is no outstanding call on any of the Sale Shares and all of the Sales Shares are fully paid.
21.3	The Target Companies do not have and has never had any place of business or branch or permanent establishment outside its respective jurisdiction of incorporation.
21.4	The Target Companies have not reduced, repaid or purchased any of its share capital, and there are no options or other agreements outstanding which call for the issue of or accord to any person the right to call for the issue of any shares in the capital of the Target Companies or the right to require the creation of any Encumbrance over any shares in its share capital.
21.5	The Target Companies have complied with their constitutive documents in all respects and none of the activities, agreements, commitments or rights of the Target Companies is ultra vires or unauthorised.
21.6	All governmental approvals, licences and authorisations which were necessary or desirable in connection with the incorporation of the Target Companies, the allotment or transfer of shares in the Target Companies to the present and former holders thereof and the activation of the Target Companies (including the appointment of directors) were duly obtained and such approvals, licences and authorisations (and of all amendments and supplements thereto) have been disclosed to the Purchaser.

-30-

22.	Fees, Commissions and Brokerage
22.1	No person is entitled to recover from the Target Companies any finders fees, brokerage or other commission in connection with the sale and purchase of the Sale Shares and Assets under this Agreement.
22.2	No claim or demand for payment of commission, legal or accountancy fees or other payments has been or will be made against the Target Companies by any person directly or indirectly in connection with the negotiations leading to this Agreement.
23.	Computers and Computer Systems
23.1	All the computers and computer systems owned by the Target Companies or used by or on behalf of the Target Companies (including software, peripherals, communications links and storage media):

	23.1.1	are in full operating order and are fulfilling the purposes for which they were acquired or are established in an efficient manner without material downtime or errors;
	23.1.2	have adequate capacity for the Target Companies’ present needs;
	23.1.3	have adequate security, back-ups, duplication, hardware and software support and maintenance (including emergency cover) and trained personnel to ensure:
	(a)	that breaches of security, errors and breakdowns are kept to minimum; and
	(b)	that no material disruption will be caused to the business of the Target Companies or any material part thereof in the event of a breach of security, error or breakdown;
	23.1.4	are properly documented by written technical descriptions and manuals so as to enable them to be used and operated by any reasonably qualified personnel; and
	23.1.5	are under the sole control of that Target Company, owned or leased by the Company, are not shared with or used by or on behalf of or accessible by any other person and (save for software licensed to that Target Company) are owned by that Target Company.
23.2	All software used on or stored or resident in the said computers or computer systems:
	23.2.1	performs efficiently in accordance with its specification and does not contain any defect or feature which may adversely affect its performance or the performance of any other software in the future or in any future circumstances;
	23.2.2	is lawfully held and used and does not infringe the copyright or other Intellectual Property of any person and all copies held have been lawfully made; and
	23.2.3	as to the copyright therein:

(a) in the case of software written or commissioned by the Target Companies, is owned exclusively by that Target Company, no other person has rights therein or rights to use or copies of the software or source codes, and complete written listings and written copies of the source codes for the software are held by that Target Company;

-31-

(b)

in the case of standard package software purchased outright, is licensed to the Target Companies on an express or implied licence which does not require that Target Company to make any further payments, is not terminable without the consent of that Target Company and which imposes no material restrictions on the use or transfer of the software; and

(c)

in the case of all other software, is licensed to the Target Companies on the terms of a written licence (a true and complete copy of which is annexed to the Disclosure Letter) which requires payment by the Target Companies of a fixed annual licence fee at a rate not exceeding that paid in the financial year ended on the Accounts Date but (save for reasonable fees for software support) requires that the Target Companies to make no further or other payment, is not terminable (save for failure to pay the licence fee) without the consent of the Target Companies and imposes no material restrictions on the use or transfer of the software.

23.3	No software owned by or licensed to the Target Companies is used by or licensed or sub-licensed by that company to any other person.
23.4	All records and data stored by electronic means are capable of ready access through the present computer systems of the Target Companies.
23.5	No person is in a position, by virtue of his rights in, knowledge of or access to any of the computer systems used by the Target Companies or any part of them (including software) or to demand any payment in excess of any current licence fee or in excess of reasonable remuneration for services rendered, or to impose any onerous condition, in order to preserve the proper and efficient functioning of the computer systems in the future.
23.6	The appropriate employees are adequately trained to enable them to use and operate the computer systems owned or used by the Target Companies (including software, peripherals and storage media) to the full extent of the capabilities of those systems without material assistance from any other person.
24.	Environmental Matters
24.1	The Target Companies have at all times complied with the applicable environmental legislation and so far as the Vendor is aware there is nothing in, on, over or under the Properties the presence, existence or condition of which constitutes a breach of the environmental legislation nor is there or hasthere been any manufacturing, storage, generation, servicing, treatment, disposal or other process carried on at the Properties in such a way as to amount to a breach of the same.
24.2	No complaints have been received from any third party (including any employee of any Target Company or government body) with regard to the Properties and the Vendor is not aware of any circumstances which may lead to any such complaint.
24.3	So far as the Vendor is aware, no toxic industrial waste or toxic substance (as defined in any of the environmental legislation) has been split, released, discharged or disposed in the soil or water in, under upon the Properties.

-32-

25.	Banking and Finance
25.1	The Target Companies do not have any bank account (whether in credit or overdrawn) other than its current account at the banks disclosed or referred to in the Disclosure Letter and details of that account, including the overdraft limit thereon, and a copy of the relevant bank mandate are set out in the Disclosure Letter and there have been no payments out of or drawings against the said account except for payment in the ordinary and proper course of business, and the balance on that account is not now substantially different from the balance stated in the Disclosure Letter.
25.2	The Target Companies do not have any liabilities in the nature of borrowings or in respect of debentures or negotiable instruments other than cheques drawn in the ordinary course of business on the bank account referred to in paragraph 25.1 above and is not a party to any loan agreement, facility letter or other agreement for the provision of credit or financing facilities to that Target Company or any agreement for the sale, factoring or discounting of debts.
25.3	No circumstances have arisen which could now (or which could with the giving of notice or lapse of time or both) entitle a provider of finance to the Target Companies (other than on a normal overdraft facility) to call in the whole or any part of the monies advanced or to enforce his security, and no provider of finance to the Target Companies on overdraft facility has demanded repayment or indicated that the existing facility will be withdrawn or reduced or not renewed or that any terms thereof will be altered to the disadvantage of the Target Companies.
25.4	The Target Companies’ borrowings may be repaid by it at any time at no more than one (1) months’ notice and without any premium or penalty (howsoever called) on repayment.
25.5	Save for the leasing and hire purchase agreements disclosed in the relevant Accounts and the Disclosure Letter, the Target Companies have not engaged in any borrowing or financing transaction or arrangement which does not appear as borrowings in the Accounts.
25.6	Save as disclosed in the Disclosure Letter and approved by the Purchaser in writing, neither the Target Companies nor any other person has given or undertaken to give any security or guarantee for any liability of the Target Companies.
25.7	The Target Companies have not given or undertaken to give any security or guarantee for any liability of any person.
26.	Contracts
26.1	None of the contracts or purported contracts of the Target Companies is void, voidable or unenforceable by any of them. The Target Companies are not in breach of any of its contractual obligations and no other party to any contract to which the Target Companies is a party is in breach of that contract or is unlikely to be able or willing to fulfil its contractual obligations.

-33-

26.2	No event or omission has occurred or been permitted to arise which would entitle any third party to terminate prematurely any contract to which the Target Companies are parties or call in any money or enforce any obligation before the date on which payment or performance would normally be due.
26.3	The Target Companies have complete and accurate records of the terms of all contracts to which it is a party or by which it is bound and true, correct and complete copies of all such contracts have been delivered to the Purchaser.
26.4	The material contracts entered into by the Target Companies are listed in the Disclosure Letter.
27.	Customers and Suppliers
27.1	The loss of any single supplier to or customer of the Target Companies would not have a material effect on its business.
27.2	To the best of the knowledge of the Vendor, they are not aware that after Completion (whether by reason of an existing agreement or arrangement or otherwise) or as a result of the proposed acquisition of the Sale Shares by the Purchaser:

27.2.1	any supplier of the Target Companies will cease supplying the Target Companies or may substantially reduce its supplies to the Target Companies;
27.2.2	any material customer of the Target Companies will cease to deal with the Target Companies or may substantially reduce its existing level of business with the Target Companies; or
27.2.3	any officer or senior employee of the Target Companies will leave.

28.	Product Liabilities
28.1	Save for any condition or warranty implied by law or given in the ordinary course of business, the Target Companies have not given any guarantee, condition or warranty or made any representation in respect of goods or services supplied or contracted to be supplied by it or accepted any obligation which could give rise to any liability after any such goods or services have been supplied by it.
28.2	The Target Companies have not agreed to take back any defective goods or to effect repairs to any goods free of charge or otherwise or to issue a credit note or to write off or reduce indebtedness in excess of S$20,000 in respect of any goods or services supplied by it.
28.3	The Target Companies do not have any reason to believe that any line of goods currently in stock any material proportion thereof is not or will not prove to be of merchantable quality and fit for its purpose.
28.4	The Target Companies has not received notice of any claim which remains outstanding alleging any defect in or lack of fitness for purpose of any goods supplied by it, nor are there any circumstances which could give rise to any such claim.
28.5	The Target Companies have not supplied any goods, and do not have any goods in stock, which are or were dangerous or injurious to health or likely to cause loss or damage (if used in accordance with instructions, issued specifications and safety manuals) or which it would be illegal to supply or use or have any defect in it.
28.6	The Target Companies have not received notice of any claim which remains outstanding alleging the failure to perform either properly or at all any services performed or to be performed by the Target Companies nor are there any circumstances which could give rise to any such claim.

-34-

29.	Licences and Approvals
29.1	The Target Companies have all the licences, approvals and permits (including without limitation licences to operate telecommunications systems and networks) from the competent authorities that are necessary or desirable for the carrying on of its business; and that all such licences, approvals and permits are still proper and valid and are not in the process of being or have not been revoked.
29.2	The Target Companies are not in breach of the terms and conditions, rules and guidelines relating to the grant, continued use or renewal of such licences, approvals and permits, and the Vendor is not aware of any reason why any of them should be suspended, cancelled, refused, revoked or not renewed.
30.	Insolvency
30.1	No order has been made or petition or other application presented or resolution passed for the winding-up, judicial management or administration of the Target Companies, nor are there any grounds on which any person would be entitled to have the Target Companies wound up or placed under judicial management or in administration, nor has any person threatened to present such a petition or convened or threatened to convene a meeting of the Target Companies to consider a resolution to wind up the Target Companies or any other resolutions, nor has any such step been taken in relation to the Target Companies under the law relating to insolvency or the relief of debtors in any part of the world.
30.2	No distress, execution or other process has been levied on any asset owned or used by the Target Companies, nor has any person threatened any such distress, execution or other process, whether in Singapore or in any of the world.
30.3	No person has appointed or threatened to appoint or become entitled to appoint a receiver or receiver and manager or other similar officer of the Target Companies’ business or assets or any part of them.
30.4	The Target Companies have not ceased trading or stopped payment to its creditors and there are no grounds on which such company could be found to be unable to pay its debts for the purposes of section 254 of the Companies Act (or the equivalent in the relevant jurisdiction).
31.	Intellectual Property
31.1	Save as specified in the Disclosure Letter, the Target Companies are not parties to any user, licence, know-how, information or assistance or development agreement which relates to their business, or are under any liability to pay royalties in respect of any such matter.
31.2	Save as contemplated in this Agreement, all Singapore, PRC or foreign patents, registered designs, know-how or trade secrets, copyrights, trade marks, or similar intellectual property rights, (whether registered or not), and all pending applications therefor, which are or are likely to be material to the business of the Target Companies are (or where appropriate in the case of pending applications will be):

-35-

	(i)	legally and beneficially vested in the Target Companies;
	(ii)	valid and enforceable;
	(iii)	not being infringed or attacked or opposed by any person; and
	(iv)	not subject to any licence or authority in favour of another.
31.3	To the best of the knowledge, information and belief of the Vendor, the processes employed and the products and services provided by the Target Companies do not use, embody or infringe any Singapore, PRC or foreign patents, registered designs, know-how or trade secrets, copyrights, trade marks or similar intellectual property rights (whether registered or not) and no claims have been made and no applications are pending of which it is aware which if pursued or granted might be material thereto.

-36-

APPENDIX I

FORM OF DISCLOSURE LETTER

Date:

ENZER CORPORATION LIMITED

 Block 4012 Ang Mo Kio Ave 10,

#06-08, TECHPlace I,

Singapore 569628

Attn : [●]

Dear Sirs,

SALE AND PURCHASE AGREEMENT DATED [●] 2007 ENTERED INTO BETWEEN TAN KEE CHEN AS VENDOR AND ENZER CORPORATION LIMITED AS PURCHASER (THE “AGREEMENT”)

DISCLOSURE LETTER
A.	This letter ("Letter") is the disclosure letter referred to in Clauses 4.1 and 5.1 of the Agreement.
B.	The information and material contained or referred to in this Letter or any of the documents attached to this Letter (such documents being the “Disclosure Bundle") are the disclosures (the “Disclosures” and each one the “Disclosure”) made by us in respect of the Warranties.  Where any conflict arises between the contents of any document in the Disclosure Bundle and the information contained in this Letter, the information contained in this Letter shall prevail.
Interpretation
C.	By way of interpretation of this Letter:
	1.	unless otherwise specified, words and expressions defined in the Agreement shall have the same meanings in this Letter; and
	2.	references in this Letter to Document numbers are references to the Documents listed in Disclosure Bundle.
Disclosures in relation to Clause [●] of the Agreement
D.	[●]
Disclosures in relation to Clause [●] of the Agreement
E.	[●]

-37-

Disclosures in relation to Schedule 1 of the Agreement
F.	Without limiting the preceding paragraphs of this Letter, the specific Disclosures made in relation to the specific Warranties in Schedule 1 of the Agreement are set out herein. For convenience, the paragraph numbers below correspond to those in Schedule 1 of the Agreement.
	1.	Paragraph [●]
		[●]
	2.	Paragraph [●]
		[●]
Disclosures (Miscellaneous)
G.	[●]

Please acknowledge receipt of this Letter by signing and returning the duplicate copy of it.

Yours faithfully,

____________________________________

Tan Kee Chen

enc

ACKNOWLEDGEMENT

Receipt of this Letter, and its attachments, is acknowledged by us and the contents of this Letter are accepted on the terms set out in it.

Dated: 2007

Yours faithfully,

__________________________________

Name :

Designation :

For and on behalf of

Enzer Corporation Limited

-38-

IN WITNESS WHEREOF the partieshereto have set their hands theday and year first abovewritten.

THE VENDOR
Signed by	/s/ Tan Kee Chen
Tan Kee Chen	)
Passport No: XXXXXXXXX	)
NRIC No. XXXXXXXXX	)
in the presence of	)
Name:	)
Passport No:	)
THE PURCHASER
Signed by	/s/ Low Shing Jin
Name: Low Shing Jin	)
NRIC / Passport No:	)
for and on behalf of	)
Enzer Corporation Limited	)
in the presence of	)
Name:	)
NRIC / Passport No:	)

-39-

APPENDIX II

CONTRACTUAL ARRANGEMENTS BETWEEN MOLONG AND MOPIE

-40-

EX-10.2

Exhibit 10.2

STOCK PURCHASE AGREEMENT

Between

MOPIE (BVI) LIMITED

and

LUCKYBULL LIMITED

Dated ___________, 2007

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (hereinafter referred to as this "Agreement") is entered into as of this ___ day of ________, 2007, by and between MOPIE (BVI) LIMITED, a British Virgin Islands corporation (hereinafter referred to as the "Company"), LUCKYBULL LIMITED, a British Virgin Islands corporation (hereinafter referred to as "LUCKYBULL"), and Tan Kee Chen, who has an address of Block 234 #12-438, Yishun Street 21, Singapore 760234, and passport number A13990595 (the "LUCKYBULL Shareholder") who owns one hundred percent (100%) of the issued and outstanding shares of LUCKYBULL, upon the following premises:

Premises.

WHEREAS, the LUCKYBULL Shareholder owns one hundred percent (100%) of the issued and outstanding shares of the capital stock of LUCKYBULL;

WHEREAS, the Company is a privately held corporation organized under the laws of the British Virgin Islands;

WHEREAS, LUCKYBULL is a privately held corporation organized under the laws of the British Virgin Islands (“BVI”);

WHEREAS, the Company desires to acquire 100% of the issued and outstanding shares of LUCKYBULL in exchange for a Convertible Promissory Note in the aggregate amount of $30,000,000 Singapore dollars (the “Note”) and (the "Purchase Offer" or the “Purchase”), so that LUCKYBULL will become a wholly owned subsidiary of the Company; and

WHEREAS, the LUCKYBULL Shareholder desires to exchange all of his capital stock of LUCKYBULL solely in exchange for the Note.

Hereafter, all references to USD$, shall refer to United States dollars, and all references to S$, shall refer to Singapore dollars.

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, it is hereby agreed as follows:

ARTICLE I

REPRESENTATIONS, COVENANTS, AND WARRANTIES OF LUCKYBULL

AND THE LUCKYBULL SHAREHOLDER

As an inducement to and to obtain the reliance of the Company, except as set forth on the LUCKYBULL Schedules (as hereinafter defined), LUCKYBULL and the LUCKYBULL Shareholder represent and warrant as follows:

Section 1.01 Organization.  LUCKYBULL is a corporation duly organized, validly existing, and in good standing under the laws of the BVI 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 the states or countries in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification, except where failure to be so qualified would not have a material adverse effect on its business.  Included in the LUCKYBULL Schedules are complete and correct copies of the Memorandum and Articles of Association of LUCKYBULL ( “Articles” )  as in effect on the date hereof. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of LUCKYBULL's  Articles.  LUCKYBULL has taken all actions required by law, its Articles, or otherwise to authorize the execution and delivery of this Agreement.  LUCKYBULL has full power, authority, and legal right and has taken all action required by law, its Articles and otherwise to consummate the transactions herein contemplated.

-2-

Section 1.02	Capitalization.  The authorized capitalization of LUCKYBULL is USD$500,000 divided into 50,000,000 ordinary shares of USD$0.01 each, of which 8,100,000 shares or (USD$81,000 paid up) are currently issued and outstanding and no preferred shares.All issued and outstanding shares are legally issued, fully paid, and non-assessable and not issued in violation of the preemptive or other rights of any person.
Section 1.03	Subsidiaries and Predecessor Corporations.  Save for its wholly-owned subsidiary, Molong Information Technology (Shanghai) Co., Ltd, LUCKYBULL does not have any predecessor corporation(s) or subsidiary(ies), and does not own, beneficially or legally, any shares of any other corporation.
Section 1.04	Other Information.

(a)	Except as otherwise provided in the LUCKYBULL Schedules, LUCKYBULL has no material liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable.
(b)	LUCKYBULL has filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof.  Each of such income tax returns reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial.
(c)	The books and records of LUCKYBULL are in all material respects complete and correct and have been maintained in accordance with good business and accounting practices.
(d)	LUCKYBULL has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise in excess of Twenty-Five Thousand Dollars ($25,000), except as disclosed in writing to the Company on Schedule 1.04.

Section 1.05	Information.  The information concerning LUCKYBULL set forth in this Agreement and in the LUCKYBULL 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.  In addition, LUCKYBULL has fully disclosed in writing to the Company (through this Agreement or the LUCKYBULL Schedules) all information relating to matters involving LUCKYBULL or its assets or its present or past operations or activities which (i) indicated or may indicate, in the aggregate, the existence of a greater than Twenty-Five Thousand Dollars ($25,000) liability or diminution in value, (ii) have led or may lead to a competitive disadvantage on the part of LUCKYBULL, or (iii) either alone or in aggregation with other information covered by this Section, otherwise have led or may lead to a material adverse effect on the transactions contemplated herein or on LUCKYBULL, its assets, or its operations or activities as presently conducted or as contemplated to be conducted after the Closing Date, including, but not limited to, information relating to governmental, employee, environmental, litigation and securities matters and transactions with affiliates.
Section 1.06	Options or Warrants.  Except as otherwise provided in this Agreement, there are no existing options, warrants, calls, or commitments of LUCKYBULL of any character relating to the authorized and unissued LUCKYBULL common shares,
Section 1.07	Absence of Certain Changes or Events.  Except as set forth in this Agreement or the LUCKYBULL Schedules, since inception on 20th of July 2005:

-3-

(a)	there has not been (i) any material adverse change in the proposed business, operations, properties, assets, or condition of LUCKYBULL or (ii) any damage, destruction, or loss to LUCKYBULL (whether or not covered by insurance) materially and adversely affecting the business or financial condition of LUCKYBULL;
(b)	LUCKYBULL has not (i) amended its Articles (other than as supplied to LUCKYBULL in connection with Section 1.17, below); (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to shareholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital shares; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of LUCKYBULL; (iv) made any material change in its method of management, operation or accounting; (v) entered into any other material transaction other than sales in the ordinary course of its business; (vi) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000); or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees;
(c)	LUCKYBULL has not (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $25,000 with the exception of its Memorandum of understanding and mandate with PCG BVI except as disclosed herein and except liabilities incurred in the ordinary course of business; (ii) paid or agreed to pay any material obligations or liability (absolute or contingent) other than current liabilities, and current liabilities incurred in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Twenty-Five Thousand Dollars ($25,000)), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Twenty-Five Thousand Dollars ($25,000)); or (iv) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of LUCKYBULL; and
(d)	To the best knowledge of LUCKYBULL, LUCKYBULL has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of LUCKYBULL.

Section 1.08

Title and Related Matters.  No third party has any right to, and LUCKYBULL has not received any notice of infringement of or conflict with asserted rights of others with respect to, any product, technology, data, trade secrets, know-how, proprietary techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the proposed business, operations, financial condition, income, or business prospects of LUCKYBULL or any material portion of its properties, assets, or rights.

Section 1.09

Litigation and Proceedings.  Except as otherwise provided in this Agreement, there are no actions, suits, or proceedings pending or, to the knowledge of LUCKYBULL after reasonable investigation, threatened by or against LUCKYBULL or affecting LUCKYBULL or its 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.  LUCKYBULL does not have any knowledge of any material default on its part with respect to any judgment, order, injunction, decree, award, rule, or regulation of any court, arbitrator, or governmental agency or instrumentality or of any circumstances which, after reasonable investigation, would result in the discovery of such a default.

-4-

Section 1.10 Contracts.

(a)	With the exception of the sale and purchase agreement dated 22 August 2007amended _________  entered into between the Luckybull Shareholder and Enzer Corporation Limited, which the parties are currently in the process of rescinding, there are no material contracts, agreements, franchises, license agreements, debt instruments or other commitments to which LUCKYBULL is a party or by which it or any of its assets, products, technology, or properties are bound other than those incurred in the ordinary course of business (as used in this Agreement, a "material" contract, agreement, franchise, license agreement, debt instrument or commitment is one which (i) will remain in effect for more than six (6) months after the date of this Agreement and (ii) involves aggregate obligations of at least Twenty-Five Thousand Dollars ($25,000), unless otherwise disclosed pursuant to this Agreement;
(b)	All contracts, agreements, franchises, license agreements, and other commitments, if any, to which LUCKYBULL is a party and which are material to the operations of LUCKYBULL taken as a whole are valid and enforceable by LUCKYBULL in all material respects, except as limited by bankruptcy and insolvency laws and by other laws affecting the rights of creditors generally;
(c)	LUCKYBULL is not a party to or bound by, and the properties of LUCKYBULL are not subject to, any contract, agreement, other commitment or instrument; any charter or other corporate restriction; or any judgment, order, writ, injunction, decree, or award which materially and adversely affects, the business operations, properties, assets, or condition of LUCKYBULL; and
(d)	Except as included or described in the LUCKYBULL Schedules, LUCKYBULL is not a party to any oral or written (i) contract for the employment of any officer or employee which is not terminable on thirty (30) days, or less notice; (ii) profit sharing, bonus, deferred compensation, stock option, severance pay, pension benefit or retirement plan; (iii) agreement, contract, or indenture relating to the borrowing of money; (iv) guaranty of any obligation, other than one on which LUCKYBULL is a primary obligor, for the borrowing of money or otherwise, excluding endorsements made for collection and other guaranties of obligations which, in the aggregate do not exceed more than one (1) year or providing for payments in excess of Twenty-Five Thousand Dollars ($25,000) in the aggregate; (v) collective bargaining agreement; or (vi) agreement with any present or former officer or director of LUCKYBULL.

Section 1.11	Material Contract Defaults.  LUCKYBULL is not in default in any material respect under the terms of any outstanding material contract, agreement, lease, or other commitment which is material to the business, operations, properties, assets or condition of LUCKYBULL and there is no event of default in any material respect under any such contract, agreement, lease, or other commitment in respect of which LUCKYBULL has not taken adequate steps to prevent such a default from occurring.
Section 1.12	No Conflict With Other Instruments.  The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, constitute an event of default under, or terminate, accelerate or modify the terms of any material indenture, mortgage, deed of trust, or other material contract, agreement, or instrument to which LUCKYBULL is a party or to which any of its properties or operations are subject.
Section 1.13	Governmental Authorizations.  Except as set forth in the LUCKYBULL Schedules, LUCKYBULL has all licenses, franchises, permits, and other governmental authorizations that are legally required to enable it to conduct its business in all material respects as conducted on the date hereof.  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 LUCKYBULL of this Agreement and the consummation by LUCKYBULL of the transactions contemplated hereby.
Section 1.14	Compliance With Laws and Regulations.  Except as set forth in the LUCKYBULL Schedules, to the best of its knowledge LUCKYBULL has complied with all applicable statutes and regulations of any federal, state, or other governmental entity or agency thereof, except to the extent that non-compliance would not materially and adversely affect the business, operations, properties, assets, or condition of LUCKYBULL or except to the extent that noncompliance would not result in the occurrence of any material liability for LUCKYBULL.

-5-

Section 1.15	Approval of Agreement.  The Board of Directors of LUCKYBULL has authorized the execution and delivery of this Agreement by LUCKYBULL and has approved this Agreement and the transactions contemplated hereby, and will recommend to the LUCKYBULL Shareholder that the Purchase Offer be accepted by him
Section 1.16	Material Transactions or Affiliations.  Set forth in the LUCKYBULL Schedules is a description, if applicable, of every contract, agreement, or arrangement between LUCKYBULL and any predecessor and any person who was at the time of such contract, agreement, or arrangement an officer, director, or person owning of record, or known by LUCKYBULL to own beneficially, five percent (5%) or more of the issued and outstanding common shares of LUCKYBULL and which is to be performed in whole or in part after the date hereof or which was entered into not more than three (3) years prior to the date hereof. Except as disclosed in the LUCKYBULL Schedules or otherwise disclosed herein, no officer, director, or five percent (5%) shareholder of LUCKYBULL has, or has had since inception of LUCKYBULL, any known interest, direct or indirect, in any transaction with LUCKYBULL which was material to the business of LUCKYBULL.  There are no commitments by LUCKYBULL, whether written or oral, to lend any funds, or to borrow any money from, or enter into any other transaction with, any such affiliated person.
Section 1.17	LUCKYBULL Schedules.  LUCKYBULL will deliver to the Company the following schedules, if such schedules are applicable to the business of LUCKYBULL, which are collectively referred to as the " LUCKYBULL Schedules" and which consist of separate schedules dated as of the date of execution of this Agreement, all certified by the chief executive officer of LUCKYBULL as complete, true, and correct as of the date of this Agreement in all material respects:

(a)	a schedule containing complete and correct copies of the Certificate of Incorporation and Articles of LUCKYBULL in effect as of the date of this Agreement;
(b)	a schedule containing any Corporate Resolutions of the Shareholders of LUCKYBULL;
(c)	a schedule containing Minutes of meetings of the Board of Directors of LUCKYBULL;
(d)	a schedule containing its Register of Members indicating the name and address of each shareholder of LUCKYBULL together with the number of shares owned by him, her or it; and
(e)	a schedule setting forth any other information, together with any required copies of documents, required to be disclosed by LUCKYBULL.

LUCKYBULL shall cause the LUCKYBULL Schedules and the instruments and data delivered to the Company hereunder to be promptly updated after the date hereof up to and including the Closing Date.
It is understood and agreed that not all of the schedules referred to above have been completed or are available to be furnished by LUCKYBULL.  LUCKYBULL shall have until ___________, 2007 to provide such schedules.  If LUCKYBULL cannot or fails to do so, or if the Company acting reasonably finds any such schedules or updates provided after the date hereof to be unacceptable according to the criteria set forth herein, the Company may terminate this Agreement by giving written notice to LUCKYBULL within five (5) days after the schedules or updates were due to be produced or were provided.  For purposes of the foregoing, the Company may consider a disclosure in the LUCKYBULL Schedules to be "unacceptable" only if that item would have a material adverse impact on the financial condition of LUCKYBULL, taken as a whole.
Section 1.18	Valid Obligation.  This Agreement and all agreements and other documents executed by LUCKYBULL in connection herewith constitute the valid and binding obligation of LUCKYBULL, enforceable in accordance with its or their terms, except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought.

-6-

	Section 1.19	Acquisition of the Shares by the LUCKYBULL Shareholder. In event the Note is not repaid, and the LUCKYBULL Shareholder acquires the Shares (as described below under Section 3.01), such LUCKYBULL Shareholder confirms and acknowledges that he will receive the Shares for his own account without the participation of any other person and with the intent of holding the Shares for investment and without the intent of participating, directly or indirectly, in a distribution of the Shares, or any portion thereof, and not with a view to, or for resale in connection with, any distribution of the Shares, or any portion thereof.  The LUCKYBULL Shareholder has read, understands and has consulted with his legal counsel regarding the limitations and requirements of Section 5 of the 1933 Act. The LUCKYBULL Shareholder will offer, sell, pledge, convey or otherwise transfer the Shares, or any portion thereof, only if: (i) pursuant to an effective registration statement under the 1933 Act and any and all applicable state securities or Blue Sky laws or in a transaction which is otherwise in compliance with the 1933 Act and such laws; or (ii) pursuant to a valid exemption from registration.
	Section 1.19	Exemption from Registration.  The Purchase and the transactions contemplated thereby, meet an exemption from registration pursuant to Regulation S promulgated under the 1933 Act.
ARTICLE II
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE COMPANY
	As an inducement to, and to obtain the reliance of LUCKYBULL and the LUCKYBULL Shareholders, except as set forth in the Company Schedules (as hereinafter defined), the Company represents and warrants as follows:
	Section 2.01	Organization.  The Company is a corporation duly organized, validly existing, and in good standing under the laws of the British Virgin Islands 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, to carry on its business in all material respects as it is now being conducted, and except where failure to be so qualified would not have a material adverse effect on its business, there is no jurisdiction in which it is not qualified in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification.  Included in the Company Schedules are complete and correct copies of the Memorandum and Articles of Association of the Company as in effect on the date hereof. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of the Company's Memorandum and Articles of Association.  The Company has taken all action required by law, its Memorandum and Articles of Association, or otherwise to authorize the execution and delivery of this Agreement, and the Company has full power, authority, and legal right and has taken all action required by law, its Memorandum and Articles of Association, or otherwise to consummate the transactions herein contemplated.
	Section 2.02	Capitalization.  The Company is authorized to issue 50,000,000 Common Shares, no par value of which 2,500,000 shares will be issued and outstanding on the closing date as set forth in Section 3.01(ii), as defined herein, and no preferred shares.  All issued and outstanding shares are legally issued, fully paid, and non-assessable and not issued in violation of the preemptive or other rights of any person.
	Section 2.03	Subsidiaries and Predecessor Corporations.  The Company does not have any predecessor corporation(s) or subsidiaries, and does not own, beneficially or of record, any shares of any other corporation.

-7-

Section 2.04 Financial Condition.

(a)	The Company has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable.
(b)	The books and records, financial and otherwise, of the Company are in all material aspects complete and correct and have been maintained in accordance with good business and accounting practices.

Section 2.05	Information.  The information concerning the Company set forth in this Agreement and the Company Schedules is complete and accurate in all material respects and does not contain any untrue statements 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.  In addition, the Company has fully disclosed in writing to LUCKYBULL (through this Agreement or the Company Schedules) all information relating to matters involving the Company or its assets or its present or past operations or activities which (i) indicated or may indicate, in the aggregate, the existence of a greater than One Thousand Dollars ($1,000) liability or diminution in value, (ii) have led or may lead to a competitive disadvantage on the part of the Company or (iii) either alone or in aggregation with other information covered by this Section, otherwise have led or may lead to a material adverse effect on the transactions contemplated herein or on the Company, its assets, or its operations or activities as presently conducted or as contemplated to be conducted after the Closing Date, including, but not limited to, information relating to governmental, employee, environmental, litigation and securities matters and transactions with affiliates.
Section 2.06	Options or Warrants.  There are no existing options, warrants, calls, or commitments of any character relating to the authorized and unissued shares of the Company.
Section 2.07	Absence of Certain Changes or Events.  Except as disclosed in Schedule 2.07, or permitted in writing by LUCKYBULL, since the date of the most recent Company balance sheet:

(a)	there has not been (i) any material adverse change in the business, operations, properties, assets or condition of the Company or (ii) any damage, destruction or loss to the Company (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets or condition of the Company;
(b)	The Company has not and will not (i) amend its Memorandum and Articles of Association except to complete the performance of the Company as set forth herein; (ii) declare or make, or agree to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to shareholders or purchase or redeem, or agree to purchase or redeem, any of its shares; (iii) waive any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of the Company; (iv) make any material change in its method of management, operation, or accounting; (v) enter into any transaction or agreement other than in the ordinary course of business; (vi) make any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increase the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceed One Thousand Dollars ($1,000); or (viii) make any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for or with its officers, directors, or employees;
(c)	The Company has not (i) granted or agreed to grant any options or warrants; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligations or liabilities (absolute or contingent) other than current liabilities reflected in or shown on the most recent Company balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transaction contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than One Thousand Dollars ($1,000)), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value less than One Thousand Dollars ($1,000));  and (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the Company; and

-8-

(d) The Company has not become subject to any law or regulation which materially and adversely affects, or in the future, may adversely affect, the business, operations, properties, assets or condition of the Company.

Section 2.08	Title and Related Matters.  The Company has good and marketable title to all of its properties, inventory, interest in properties, and assets, real and personal, which are reflected in the most recent Company balance sheet or acquired after that date (except properties, inventory, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the Company Schedules.  Except as set forth in the Company Schedules, the Company owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with the Company's business.  Except as set forth in the Company Schedules, no third party has any right to, and the Company has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, proprietary techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of the Company or any material portion of its properties, assets, or rights.
Section 2.09	Litigation and Proceedings.  There are no actions, suits, proceedings or investigations pending or, to the knowledge of the Company after reasonable investigation, threatened by or against the Company or affecting the Company or its 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.  The Company has no 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 any circumstance which after reasonable investigation would result in the discovery of such default.
Section 2.10	Contracts.

(a)	The Company is not a party to, and its assets, products, technology and properties are not bound by, any material contract, franchise, license agreement, agreement, debt instrument or other commitments whether such agreement is in writing or oral.
(b)	All contracts, agreements, franchises, license agreements, and other commitments to which the Company is a party or by which its properties are bound and which are material to the operations of the Company taken as a whole are valid and enforceable by the Company in all respects, except as limited by bankruptcy and insolvency laws and by other laws affecting the rights of creditors generally;
(c)	The Company is not a party to or bound by, and the properties of the Company are not subject to any contract, agreement, other commitment or instrument; any charter or other corporate restriction; or any judgment, order, writ, injunction, decree, or award which materially and adversely affects, the business operations, properties, assets, or condition of the Company; and

-9-

(d) Except as included or described in the Company Schedules or reflected in the most recent  Company balance sheet, the Company is not a party to any oral or written (i) contract for the employment of any officer or employee which is not terminable on thirty (30) days, or less notice; (ii) profit sharing, bonus, deferred compensation, stock option, severance pay, pension benefit or retirement plan, (iii) agreement, contract, or indenture relating to the borrowing of money, (iv) guaranty of any obligation, other than one on which the Company is a primary obligor, for the borrowing of money or otherwise, excluding endorsements made for collection and other guaranties of obligations which, in the aggregate do not exceed more than one year or providing for payments in excess of Twenty-Five Thousand Dollars ($25,000) in the aggregate; (v) collective bargaining agreement; or (vi) agreement with any present or former officer or director of the Company.

Section 2.11	Material Contract Defaults.  The Company is not in default in any respect under the terms of any outstanding contract, agreement, lease, or other commitment which is material to the business, operations, properties, assets or condition of the Company and there is no event of default in any material respect under any such contract, agreement, lease, or other commitment in respect of which the Company has not taken adequate steps to prevent such a default from occurring.
Section 2.12	No Conflict With Other Instruments.  The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, constitute a default under, or terminate, accelerate or modify the terms of, any indenture, mortgage, deed of trust, or other material agreement or instrument to which the Company is a party or to which any of its assets or operations are subject.
Section 2.13	Governmental Authorizations.  The Company has all licenses, franchises, permits, and other governmental authorizations, that are legally required to enable it to conduct its business operations in all material respects as conducted on the date hereof.  Except for compliance with federal and state securities or 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 the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby.
Section 2.14	Compliance With Laws and Regulations.  To the best of its knowledge, the Company has complied with all applicable statutes and regulations of any federal, state, or other applicable governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets or condition of the Company or except to the extent that noncompliance would not result in the occurrence of any material liability.  This compliance includes, but is not limited to, the filing of all reports, filings and schedules to date with federal and state securities authorities.
Section 2.15	Approval of Agreement.  The Board of Directors of the Company has authorized the execution and delivery of this Agreement by the Company and has approved this Agreement and the transactions contemplated hereby.
Section 2.16	Material Transactions or Affiliations.  Except as disclosed herein and in the Company Schedules, there exists no contract, agreement or arrangement between the Company and any predecessor and any person who was at the time of such contract, agreement or arrangement an officer, director, or person owning of record or known by the Company to own beneficially, five percent (5%) or more of the issued and outstanding Common Shares of the Company and which is to be performed in whole or in part after the date hereof or was entered into not more than three years prior to the date hereof.  Neither any officer, director, nor five percent (5%) shareholder of the Company has, or has had since inception of the Company, any known interest, direct or indirect, in any such transaction with the Company which was material to the business of the Company.  The Company has no commitment, whether written or oral, to lend any funds to, borrow any money from, or enter into any other transaction with, any such affiliated person.
Section 2.17	The Company Schedules.  Within ten (10) days following the Closing, the Company will deliver to LUCKYBULL the following schedules, which are collectively referred to as the "Company Schedules" and which consist of separate schedules, which are dated the date of this Agreement, all certified by the chief executive officer of the Company to be complete, true, and accurate in all material respects as of the date of this Agreement:

-10-

(a)	a schedule containing complete and accurate copies of the Memorandum and Articles of Association of the Company as in effect as of the date of this Agreement;
(b)	certified list from the Company’s Transfer Agent setting forth the name and address of each shareholder of the Company together with the number of shares owned by him, her or it;
(c)	a schedule containing a description of all real property owned by the Company, together with a description of every mortgage, deed of trust, pledge, lien, agreement, encumbrance, claim, or equity interest of any nature whatsoever in such real property; and
(d)	copies of all licenses, permits, and other governmental authorizations (or requests or applications therefor) pursuant to which the Company carries on or proposes to carry on its business (except those which, in the aggregate, are immaterial to the present or proposed business of the Company).

	The Company shall cause the Company Schedules and the instruments and data delivered to LUCKYBULL hereunder to be promptly updated after the date hereof up to and including the Closing Date.
	If the Company cannot or fails to provide the schedules required by this Section, or if LUCKYBULL or the LUCKYBULL Shareholder find any such schedules or updates provided after the date hereof to be unacceptable, LUCKYBULL or the LUCKYBULL Shareholder may terminate this Agreement by giving written notice to the Company within five (5) days after the schedules or updates were due to be produced or were provided after which time the Company will have an additional five days to produce.  For purposes of the foregoing, LUCKYBULL may consider a disclosure in the Company Schedules to be "unacceptable" only if that item would have a material adverse impact on the financial condition of the Company, taken as a whole.
	Section 2.18	Valid Obligation.  This Agreement and all agreements and other documents executed by the Company in connection herewith constitute the valid and binding obligation of the Company, enforceable in accordance with its or their terms, except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought.
	Section 2.19	Liabilities.   The Company acknowledges that it will have no liabilities outstanding on the Closing Date.
	Section 2.20	Approval of the Purchase by the Company’s Shareholders.  The transactions contemplated by this Agreement do not require the approval of the Company’s shareholders.
	Section 2.21	The Directors of the Company shall have approved the Purchase Offer and the related transactions described herein.
ARTICLE III
PLAN OF PURCHASE
	Section 3.01	The Purchase.  (i)  On the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as defined in Section 3.02), the LUCKYBULL Shareholder shall elect to accept the Purchase Offer described herein and shall assign, transfer and deliver, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, the number of common shares of LUCKYBULL set forth herein, in the aggregate constituting 100% of the issued and outstanding common shares of LUCKYBULL.  After the acquisition of 100% of the outstanding shares of LUCKYBULL, LUCKYBULL shall become a wholly owned subsidiary of the Company

-11-

Section 3.01 (ii)

The LUCKYBULL Shareholder will receive the Note, payable within 180 days of the date of the Closing of the Purchase, or, in the event the Note is not paid within 180 days of the Closing of the Purchase, the LUCKYBULL Shareholder shall receive 22,500,000 shares in the Company, representing 90% of the Company’s then outstanding shares (the “Shares”).

Section 3.02

Closing.  The closing ("Closing") of the transaction contemplated by this Agreement shall be on a date and at such time as the parties may agree ("Closing Date") but not later than ________2007, subject to the right of the Company or LUCKYBULL to extend such Closing Date by up to an additional ten (10) days. Such Closing shall take place at a mutually agreeable time and place.  At Closing, or immediately thereafter, the following will occur:

a)	The LUCKYBULL Shareholder shall surrender the share certificates evidencing 100% of the shares of LUCKYBULL, duly endorsed with Medallion Guaranteed share powers so as to make the Company the sole owner thereof;
b)	The Company will issue and deliver the Note to the LUCKYBULL Shareholder;
c)	the LUCKYBULL Shareholder shall deliver duly executed instruments of transfer and bought and sold notes to the Company in respect of all the shares exchanged pursuant to the Purchase Offer for stamping at the Inland Revenue Department of Hong Kong; and
d)	At the Closing, the Company, LUCKYBULL and the LUCKYBULL Shareholder shall execute, acknowledge, and deliver (or shall ensure 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 at or prior to the Closing, 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 contemplated hereby.  Among other things, the Company shall provide an opinion of counsel acceptable to LUCKYBULL as to such matters as LUCKYBULL may reasonably request, which shall include, but not be limited to, a statement, to the effect that to such counsel's best knowledge, after reasonable investigation, from inception until the Closing Date, the Company has complied with all applicable statutes and regulations of any federal, state, or other applicable governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets or condition of the Company or except to the extent that noncompliance would not result in the occurrence of any material liability (such compliance including, but not being limited to, the filing of all reports to date with federal and state securities authorities).

	Section 3.03	Tradability of Shares. The Shares of the Company to be issued to the LUCKYBULL pursuant to Section 3.01 above, in the event the Note is not repaid by the maturity date of such Note,  have not been registered under the 1933 Act, nor registered under any state securities law, and are "restricted securities" as that term is defined in Rule 144 under the 1933 Act.  The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from registration under the 1933 Act. The Shares to be issued to the LUCKYBULL Shareholder will bear the following restrictive legend:
“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, OR HYPOTHECATED WITHOUT EITHER:  i) REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR ii) SUBMISSION TO THE CORPORATION OF AN OPINION OF COUNSEL, SATISFACTORY TO THE CORPORATION THAT SAID SHARES AND THE TRANSFER THEREOF ARE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS.”
	Section 3.04	Anti-Dilution.  The Company’s Shares issuable upon the terms and conditions of Section 3.01 shall be appropriately adjusted to take into account any other share split, share dividend, division, combination, recapitalization, or similar change in the Company’s Common Shares which may occur (i) between the date of the execution of this Agreement and the Closing Date.

-12-

Section 3.05 Termination.

(a) This Agreement may be terminated by the Board of Directors of either the Company or LUCKYBULL or by the LUCKYBULL Shareholder at any time prior to the Closing Date if:

(i)

there shall be any actual or threatened action or proceeding before any court or any governmental body which shall seek to restrain, prohibit, or invalidate the transactions contemplated by this Agreement and which, in the judgment of such Board of Directors, made in good faith and based upon the advice of its legal counsel, makes it inadvisable to proceed with the Purchase;

(ii)

any of the transactions contemplated hereby are disapproved by any regulatory authority whose approval is required to consummate such transactions (which does not include the Securities and Exchange Commission) or in the judgment of such board of directors, made in good faith and based on the advice of counsel, there is substantial likelihood that any such approval will not be obtained or will be obtained only on a condition or conditions which would be unduly burdensome, making it inadvisable to proceed with the Purchase; or

(iii) if the LUCKYBULL Shareholder does not agree to the Purchase Offer.

In the event of termination pursuant to this paragraph, 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 herein contemplated.

(b) This Agreement may be terminated by the Board of Directors of the Company at any time prior to the Closing Date if:

(i)	the  Board of Directors of the Company determines in good faith that one or more of the Company's conditions to Closing has not occurred, through no fault of the Company.
(ii)	The Company takes the termination action specified in Section 1.17 as a result of LUCKYBULL Schedules or updates thereto which the Company finds unacceptable; or
(iii)	LUCKYBULL 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 LUCKYBULL contained herein shall be inaccurate in any material respect, where such noncompliance or inaccuracy has not been cured within ten (10) days after written notice thereof.

If this Agreement is terminated pursuant to this paragraph, this Agreement shall be of no further force or effect, and no obligation, right or liability shall arise hereunder, except that LUCKYBULL shall bear the costs in connection with the negotiation, preparation, and execution of this Agreement and qualifying the offer and sale of securities to be issued in the Purchase under the registration requirements, or exemption from the registration requirements, of state and federal securities laws.

(c) This Agreement may be terminated by the Board of Directors of LUCKYBULL or by the LUCKYBULL Shareholder at any time prior to the Closing Date if:

(i) the Board of Directors of LUCKYBULL determines in good faith that one or more of LUCKYBULL's conditions to Closing has not occurred, through no fault of LUCKYBULL;

-13-

(ii)	LUCKYBULL takes the termination action specified in Section 2.17 as a result of the Company Schedules or updates thereto which LUCKYBULL finds unacceptable;
(iii)	on or before ___________, 2007, if LUCKYBULL notifies the Company that LUCKYBULL's investigation pursuant to Section 4.01 below has uncovered information which it finds unacceptable by the same criteria set forth herein; or
(iv)	The Company 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 the Company contained herein shall be inaccurate in any material respect, where such noncompliance or inaccuracy has not been cured within ten (10) days after written notice thereof.

	If this Agreement is terminated pursuant to this paragraph, this Agreement shall be of no further force or effect, and no obligation, right or liability shall arise hereunder.
	No revenue ruling or opinion of counsel will be sought as to the tax-free nature of the subject Purchase and such tax treatment is not a condition to Closing herein.
ARTICLE IV
SPECIAL COVENANTS

Section 4.01	Access to Properties and Records.  The Company and LUCKYBULL will each afford to the officers and authorized representatives of the other full access to the properties, books and records of the Company or LUCKYBULL, as the case may be, in order that each may have a 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 the Company or LUCKYBULL, as the case may be, as the other shall from time to time reasonably request.  Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and each party hereto shall cooperate fully therein.  No investigation by a party hereto shall, however, diminish or waive in any way any of the representations, warranties, covenants or agreements of the other party under this Agreement.  In order that each party may investigate as it may wish the business affairs of the other, each party shall furnish the other during such period with all such information and copies of such documents concerning the affairs of it as the other party may reasonably request, and cause its officer, employees, consultants, agents, accountants, and attorneys to cooperate fully in connection with such review and examination, and to make full disclosure to the other parties all material facts affecting its financial condition, business operations, and the conduct of operations.
Section 4.02	Delivery of Books and Records.  At the Closing, LUCKYBULL shall deliver to the Company copies of the corporate minute books, books of account, contracts, records, and all other books or documents of LUCKYBULL now in the possession of LUCKYBULL or its representatives.
Section 4.03	Third Party Consents and Certificates.  The Company and LUCKYBULL agree to cooperate with each other in order to obtain any required third party consents to this Agreement and the transactions herein contemplated.
Section 4.04	Consent of LUCKYBULL Shareholder.  LUCKYBULL shall use its best efforts to obtain the consent of the LUCKYBULL Shareholder to participate in the Purchase.
Section 4.05	Exclusive Dealing Rights.  Until 5:00 P.M. Eastern Daylight Time on ________, 2007.

-14-

(a)

In recognition of the substantial time and effort which the Company has spent and will continue to spend in investigating LUCKYBULL and its business and in addressing the matters related to the transactions contemplated herein, each of which may preempt or delay other management activities, neither LUCKYBULL, nor any of its officers, employees, representatives or agents will directly or indirectly solicit or initiate any discussions or negotiations with, or, except where required by fiduciary obligations under applicable law as advised by counsel, participate in any negotiations with or provide any information to or otherwise cooperate in any other way with, or facilitate or encourage any effort or attempt by, any corporation, partnership, person or other entity or group (other than the Company and its directors, officers, employees, representatives and agents) concerning any merger, sale of substantial assets, sale capital shares, (including without limitation, any public or private offering of the common shares of LUCKYBULL) or similar transactions involving LUCKYBULL (all such transactions being referred to as " LUCKYBULL Acquisition Transactions").  If LUCKYBULL receives any proposal with respect to a LUCKYBULL Acquisition Transaction, it will immediately communicate to the Company the fact that it has received such proposal and the principal terms thereof.

(b)

In recognition of the substantial time and effort which LUCKYBULL has spent and will continue to spend in investigating the Company and its business and in addressing the matters related to the transactions contemplated herein, each of which may preempt or delay other management activities, neither the Company, nor any of its officers, employees, representatives, shareholders or agents will directly or indirectly solicit or initiate any discussions or negotiations with, or, except where required by fiduciary obligations under applicable law as advised by counsel, participate in any negotiations with or provide any information to or otherwise cooperate in any other way with, or facilitate or encourage any effort or attempt by, any corporation, partnership, person or other entity or group (other than LUCKYBULL and its directors, officers, employees, representatives and agents) concerning any merger, sale of substantial assets, sale of capital shares, (including without limitation, any public or private offering of the Common Shares of the Company or similar transactions involving the Company (all such transactions being referred to as "Company Acquisition Transactions").  If the Company receives any proposal with respect to a Company Acquisition Transaction, it will immediately communicate to LUCKYBULL the fact that it has received such proposal and the principal terms thereof.

-15-

Section 4.06 Actions Prior to Closing.

(a) From and after the date of this Agreement until the Closing Date and except as set forth in the Company Schedules or LUCKYBULL Schedules or as permitted or contemplated by this Agreement, the Company and LUCKYBULL respectively (subject to paragraph (b) below), will each:

(i)	carry on its business in substantially the same manner as it has heretofore;
(ii)	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;
(iii)	maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(iv)	perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
(v)	use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and
(vi)	fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities.

-16-

(b) From and after the date of this Agreement until the Closing Date, neither the Company nor LUCKYBULL will:

(i)	make any changes in their Certificate of Incorporation or Memorandum and Articles of Association, except as otherwise provided in this Agreement;
(ii)	take any action described in Section 1.07 in the case of LUCKYBULL, or in Section 2.07, in the case of the Company (all except as permitted therein or as disclosed in the applicable party's schedules);
(iii)	enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or
(iv)	sell any assets or discontinue any operations, sell any capital shares or conduct any similar transactions other than in the ordinary course of business.

Section 4.07 Indemnification.

(a) The Company hereby agrees to indemnify LUCKYBULL and each of the officers, agents, and directors of LUCKYBULL and the LUCKYBULL Shareholder as of the date of execution of this Agreement 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 by the Company under this Agreement.  The indemnification provided for in this paragraph shall survive the Closing and consummation of the transactions contemplated hereby and termination of this Agreement.

Section 4.08	[Intentionally Removed.]
Section 4.09	Indemnification of Subsequent Corporate Actions.

	(a)	No officer, director, controlling shareholder, agent or representative of the Company, or any other person currently affiliated with the Company, has offered or agreed to assist in the promotion, market making, development, enhancement, or support of the Company’s business, capital raising, or securities market.
	(b)	LUCKYBULL hereby represents and warrants that it will indemnify and hold harmless any officer, director, controlling shareholder, agent or representative of the Company, or any other person affiliated with the Company, from any decisions, activities, or conduct of the Company contemporaneous with, or subsequent to this Agreement, unless any such decisions, activities or conduct were made or taken (as the case may be) in a negligent manner by any officer, director, controlling shareholder, agent or representative of the Company, or any other person affiliated with the Company.
ARTICLE V
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY
The obligations of the Company under this Agreement are subject to the satisfaction, at or before the Closing Date, of the following conditions:

-17-

	Section 5.01	Accuracy of Representations and Performance of Covenants.  The representations and warranties made by LUCKYBULL 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 and as of the Closing Date (except for changes therein permitted by this Agreement).  LUCKYBULL shall have performed or complied with all covenants and conditions required by this Agreement to be performed or complied with by LUCKYBULL prior to or at the Closing.  The Company shall be furnished with a certificate, signed by a duly authorized executive officer of LUCKYBULL and dated the Closing Date, to the foregoing effect].
	Section 5.02	Officer's Certificate.  The Company shall have been furnished with a certificate dated the Closing Date and signed by a duly authorized officer of LUCKYBULL to the effect that no litigation, proceeding, investigation, or inquiry is pending, or to the best knowledge of LUCKYBULL threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement, or, to the extent not disclosed in the LUCKYBULL Schedules, by or against LUCKYBULL, which might result in any material adverse change in any of the assets, properties, business, or operations of LUCKYBULL.
	Section 5.03	No Material Adverse Change.  Prior to the Closing Date, there shall not have occurred any material change in the financial condition, business, or operations of LUCKYBULL nor shall any event have occurred which, with the lapse of time or the giving of notice, is determined to be unacceptable using the criteria set forth in Section 1.17.
	Section 5.04	Approval by LUCKYBULL Shareholder.  The Purchase shall have been approved, and shares delivered in accordance with Section 3.01, by the LUCKYBULL Shareholder.
	Section 5.05	No Governmental Prohibition.  No order, statute, rule, regulation, executive order, injunction, stay, decree, judgment or restraining order shall have been enacted, entered, promulgated or enforced by any court or governmental or regulatory authority or instrumentality which prohibits the consummation of the transactions contemplated hereby.
	Section 5.06	Consents.  All consents, approvals, waivers or amendments pursuant to all contracts, licenses, permits, trademarks and other intangibles in connection with the transactions contemplated herein, or for the continued operation of the Company and LUCKYBULL after the Closing Date on the basis as presently operated shall have been obtained.
ARTICLE VI
CONDITIONS PRECEDENT TO OBLIGATIONS OF LUCKYBULL AND THE LUCKYBULL SHAREHOLDER
The obligations of LUCKYBULL and the LUCKYBULL Shareholder under this Agreement are subject to the satisfaction, at or before the Closing Date, of the following conditions:
	Section 6.01	Accuracy of Representations and Performance of Covenants.  The representations and warranties made by the Company 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.  Additionally, the Company shall have performed and complied with all covenants and conditions required by this Agreement to be performed or complied with by the Company and shall have satisfied all conditions set forth herein prior to or at the Closing.  LUCKYBULL shall have been furnished with a certificate, signed by duly authorized executive officers of the Company and dated the Closing Date, to the foregoing effect.
	Section 6.02	Officer's Certificate.  LUCKYBULL shall have been furnished with a dated the Closing Date and signed by the duly authorized executive officer of the Company, to the effect that no litigation, proceeding, investigation or inquiry is pending, or to the best knowledge of the Company threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement  or, to the extent not disclosed in the Company Schedules, by or against the Company, which might result in any material adverse change in any of the assets, properties or operations of the Company.

-18-

	Section 6.03	No Material Adverse Change.  Prior to the Closing Date, there shall not have occurred any change in the financial condition, business or operations of the Company nor shall any event have occurred which, with the lapse of time or the giving of notice, is determined to be unacceptable using the criteria set forth in Section 2.17.
	Section 6.04	No Governmental Prohibition.  No order, statute, rule, regulation, executive order, injunction, stay, decree, judgment or restraining order shall have been enacted, entered, promulgated or enforced by any court or governmental or regulatory authority or instrumentality which prohibits the consummation of the transactions contemplated hereby.
	Section 6.05	Consents.  All consents, approvals, waivers or amendments pursuant to all contracts, licenses, permits, trademarks and other intangibles in connection with the transactions contemplated herein, or for the continued operation of the Company and LUCKYBULL after the Closing Date on the basis as presently operated shall have been obtained.
	Section 6.06	Other Items.  LUCKYBULL shall have received further opinions, documents, certificates, or instruments relating to the transactions contemplated hereby as LUCKYBULL may reasonably request.
ARTICLE VII
MISCELLANEOUS
	Section 7.01	No Bankruptcy and No Criminal Convictions.  None of the Parties to the Agreement, nor their officers, directors or affiliates, promoters, beneficial shareholders or control persons, nor any predecessor thereof have been subject to the following:

(a)	Any bankruptcy or insolvency petition filed by or against any business of which such person was a general partner or executive officer within the past five (5) years;
(b)	Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
(c)	Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and
(d)	Being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission (the “SEC”) or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Section 7.02 Broker/Finder’s Fee.  No broker’s or finder’s fee will be paid in connection with the transaction contemplated by this Agreement other than fees payable to persons registered as broker-dealers pursuant to Section 15 of the United States Securities Exchange Act of 1934.  The Company and LUCKYBULL agree that, except as set forth herein and on Schedule 7.02 attached hereto, there were no brokers or finders involved in bringing the parties together or who were instrumental in the negotiation, execution or consummation of this Agreement.  The Company and LUCKYBULL each agree to indemnify the other against any claim by any third person other than those described above for any commission, brokerage, or finder's fee arising from the transactions contemplated hereby 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.

-19-

Section 7.03

Governing Law and Arbitration.  This Agreement shall be governed by, enforced, and construed under and in accordance with the laws of the United States of America and, with respect to the matters of state law, with the laws of the State of New York without giving effect to principles of conflicts of law thereunder.  All controversies, disputes or claims arising out of or relating to this Agreement shall be resolved by binding arbitration.  The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association.  All arbitrators shall possess such experience in, and knowledge of, the subject area of the controversy or claim so as to qualify as an “expert” with respect to such subject matter. The governing law for the purposes of any arbitration arising hereunder shall be in New York.  The prevailing party shall be entitled to receive its reasonable attorney’s fees and all costs relating to the arbitration.  Any award rendered by arbitration shall be final and binding on the parties, and judgment thereon may be entered in any court of competent jurisdiction.

Section 7.04

Notices.  Any notice or other communications required or permitted hereunder shall be in writing and shall be sufficiently given if personally delivered to it or sent by telecopy, overnight courier or registered mail or certified mail, postage prepaid, addressed as follows:

If to the Company, to:	Mopie (BVI) Limited
	P.O. Box 146, Road Town
	Tortola, British Virgin Islands
If to LUCKYBULL, to:	LUCKYBULL LIMITED
	Kingston Chambers, P. O. Box 173,
	Road Town, Tortola
	British Virgin Islands
With copies to:	David M. Loev
	The Loev Law Firm, PC
	6300 West Loop South,
	Suite 280, Bellaire, Texas 77401
	Phone: (713) 524-4110
	Fax: (713) 524-4122

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 (i) upon receipt, if personally delivered, (ii) on the day after dispatch, if sent by overnight courier, (iii) upon dispatch, if transmitted by telecopy and receipt is confirmed by telephone and (iv) three (3) days after mailing, if sent by registered or certified mail.
Section 7.05	Attorney's Fees.  In the event that either party institutes any action or suit to enforce this Agreement or to secure relief from any default hereunder or breach hereof, the prevailing party shall be reimbursed by the losing party for all costs, including reasonable attorney's fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.
Section 7.06	Confidentiality.  Each party hereto agrees with the other that, unless and until the transactions contemplated by this Agreement have been consummated, it and its 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 or information is published, is a matter of public knowledge, or is required by law to be published; or (ii) to the extent that such data or information must be used or disclosed in order to consummate the transactions contemplated by this Agreement.  In the event of the termination of this Agreement, each party shall return to the other party all documents and other materials obtained by it or on its behalf and shall destroy all copies, digests, work papers, abstracts or other materials relating thereto, and each party will continue to comply with the confidentiality provisions set forth herein.

-20-

Section 7.07	Public Announcements and Filings.  Unless required by applicable law or regulatory authority, none of the parties will issue any report, statement or press release to the general public, to the trade, to the general trade or trade press, or to any third party (other than its advisors and representatives in connection with the transactions contemplated hereby) or file any document, relating to this Agreement and the transactions contemplated hereby, except as may be mutually agreed by the parties.  Copies of any such filings, public announcements or disclosures, including any announcements or disclosures mandated by law or regulatory authorities, shall be delivered to each party at least one (1) business day prior to the release thereof.
Section 7.08	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.
Section 7.09	Third Party Beneficiaries.  This contract is strictly between the Company and LUCKYBULL and the LUCKYBULL Shareholder, and, except as specifically provided, no director, officer, shareholder (other than the LUCKYBULL Shareholder), employee, agent, independent contractor or any other person or entity shall be deemed to be a third party beneficiary of this Agreement.
Section 7.10	Expenses.  The Company and LUCKYBULL each hereto agree to pay its own costs and expenses incurred in negotiating this Agreement including legal, accounting and professional fees, incurred in connection with the Purchase or any of the other transactions contemplated hereby, and those costs and expenses incurred in consummating the transactions described herein.
Section 7.11	Entire Agreement.  This Agreement represents the entire agreement between the parties relating to the subject matter thereof and supersedes all prior agreements, understandings and negotiations, written or oral, with respect to such subject matter.
Section 7.12	Survival; Termination.  The representations, warranties, and covenants of the respective parties shall survive the Closing Date and the consummation of the transactions herein contemplated for a period of two (2) years.
Section 7.13	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.
Section 7.14	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 by amended by a writing signed by all parties hereto, 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 may be extended by a writing signed by the party or parties for whose benefit the provision is intended.
Section 7.15	Best Efforts.  Subject to the terms and conditions herein provided, each party shall use its best efforts to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that the transactions contemplated hereby shall be consummated as soon as practicable.  Each party also agrees that it shall use its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective this Agreement and the transactions contemplated herein.
Section 7.16	Faxed Copies.  For purposes of this Agreement, a faxed signature will constitute an original signature.
Section 7.17	Severability.  The invalidity or unenforceability of any term, phrase, clause, paragraph, restriction, covenant, agreement or other provision of this Agreement shall in no way affect the validity or enforcement of any other provision or any part thereof.

-21-

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers, hereunto duly authorized, as of the date first-above written.

MOPIE (BVI) LIMITED

BY: /s/ Michael Wainstein

Michael Wainstein, Director

LUCKYBULL LIMITED

BY: /s/ Tan Kee Chen

Tan Kee Chen, President

LUCKYBULL SHAREHOLDER:

/s/ Tan Kee Chen

Tan Kee Chen

-22-

EX-10.3

Exhibit 10.3

Cooperation Agreement of China Mobile Group Anhui Co., Ltd regarding Monternet SMS Service

(provincial-level 2007)

Contract No.: 2007-SJ-YW-047(3)

Date: December 24, 2007

Place: Hefei, Anhui

Party A: China Mobile Group Anhui Co., Ltd	Party B: Shanghai Mopie Information Technology Co., Ltd
Legal representative: Shi Wanzhong	Legal representative: Song Zhiling
Add: No. 99, Changjiang West Road, Hefei, Anhui	Add: Rm 2306, Bldg 18, Jianwai SOHO, 39, Dongsanhuan Zhonglu, Chaoyang District, Beijing
P.C.: 230061	P.C.: 100022
Tel: 13514951800	Tel: 13811341317
Fax: 0551-2830610 Opening Bank: Business Office of Industrial and Commercial Bank of China Anhui Branch Sipailou Sub-branch A/C: XXXXXXXXXXXXXXXXXXX	Fax: 010-58692286 Opening Bank: Shenzhen Development Bank Shanghai Branch Yangpu Sub-branch A/C: XXXXXXXXXXX

China Mobile Group Anhui Co., Ltd (hereinafter referred to as “Party A”) is a network operator under the approval of the information industry competent authority of the State Council, and as the mobile communications operator, provides SMS application providers with communications channel, charging platform and charge collection agency service.

Shanghai Mopie Information Technology Co., Ltd (hereinafter referred to as “Party B”) is a company engaging in communications value-added business under the approval of the telecom competent authority (No of .business permit for value-added service [cross-region]: B2-20050008), and as an SMS application provider, directly provides the subscribers of Party A with SMS value-added services.

Whereas Party B has completed the access of the SMS application system side to China Mobile Group Anhui Co., Ltd (main provincial access branch) and Party A agrees to be one of the SMS service of Party B provinces; under the principles of equality, mutual benefit, complementary advantages and common development, after sufficient deliberation, both parties have reached the following Agreement for the issue that Party A collects SMS application service fees on behalf of Party B:

I. Cooperation Mode and Content

1. As SMS network and charging platform provider, Party A shall provide Party B with pay with communications and charging channels. During the cooperation under this Agreement, the corporate code for Party B in the province where Party A is located is 901709 and service code is 50123; as of November 1, 2007, Party B will formally use the new service code 10660123 and corporate code 901709 newly applied at the Ministry of Information Industry (or communication administration).

2. Party B, via the SMS platform of Party A, shall provide the Monternet subscribers of Party A with various value-added application services, and provide the subscribers with message service as per the quality and quantity required by the subscribers in timely manner. Party A, as a service province, shall make use of its charging and business support system to provide with pay Party B with service charging and service fee collection agency services.

II. Rights and Obligations of Party A

i) Obligations of Party A

1. Party A shall, upon the request of Party B, provide Party B with fee accounting and collection agency services for the Monternet SMS service approved by Party A.

2. In the case where Party A intends to carry out system debugging, maintenance, upgrading or other foreseeable operations that may cause service interruption, it shall, within 7 days before the performance, in writing, e-mail or any other form, inform Party B of such intention, including detailed interruption reason, time and period.

3. Party A shall provide Party B with related service interface regulations and technical protocols and standards and cooperate with Party B to commission the server of Party B and the communications interface to the SMS gateway of Party A. Party A shall ensure smooth network and carry out related rights and obligations according to the access agreement entered into with subscribers.

4. Party A shall be liable for any inquiry, appeal and complaint of subscribers arising from the communications problem of the network of Party A and the establishment of the first-inquiring responsibility system, shall transfer any issue needing the cooperation of Party B to Party B for handling and supervise and investigate among subscribers the handling result.

5. If conditions permit, Party A shall provide the message in relation to the actual fees collected by it on behalf of Party B as soon as possible.

6. Party A shall be liable to disclose any information that it has formulated and issued formally and may have direct effect on the business development of Party B to Party B, except otherwise the information in relation to the confidentiality of the State and Party A.

7. In the case where Party A cannot continue providing services due to its bad operation or any other reason alike, Party A shall, 3 months earlier, disclose the related situation to Party B and explain properly to subscribers and deal with all problems left.

-2-

ii) Rights of Party A

1. Party A shall not bear any outstanding fee risk due to such reasons as subscriber’s number cancellation, pre-number cancellation, termination, defaulting etc and nor charge any subscriber who does not use any message that month.

2. Party is entitled to prepare the management regulations, audit regulations, customer service standards and documents in relation to Monternet service and require Party B to abide by and execute them. Party A shall conduct examination on Party A as per the regulations aforesaid and take corresponding measures as per the examination situation.

3. Party A is entitled to audit the business permit, qualification and credit certificate, business license, information source and bank account etc for Internet message service or telecom value-added service in relation to the normal business operation provided by Party B.

4. Party A is entitled to audit any newly added and modified services of Party B and refuse the service content not complying with the regulations in relation to the information safety of the State etc, and require Party B to bear any responsibility as incurred due to the opening any new service without the review and approval of Party A as per the regulations on the management of Monternet cooperation.

5. For any abnormal and high-volume SMS that is out of the duty of and may affect the safe operation of the network of Party A, Party A reserves the right to limit the transmission of SMS flow or promptly adjust the SMS flow according to the SMS system capacity; simultaneously, Party A is entitled to require Party B to dispose any garbage information or illegal attack at the agreed time limit. If Party B fails to do so, Party A is entitled to take corresponding measures so as to prevent the situation worsening. In case emergency occurs, in order to protect the legal right and interest of all subscribers, Party A is entitled to take such measures as interrupting communications interface etc without any notice served to Party B. In the case where Party B issues any illegal message via the SMS platform of Party A, Party A is entitled to immediately interrupt the communications interface with Party B and reverse the right to further investigate the responsibility of Party B.

6. When accepting the subscriber complaint as incurred due to Party B’s reason, Party A can pay any message fee that subscribers may require refunding for behalf of Party B and is entitled to deduct the equivalent sum from the settlement amount with Party B.

7. In the event where Party B cannot reach the business operation level of any other partner of the Party A with the same nature , Party A is entitled to terminate in advance the service fee accounting and collection agency relationship with Party B.

-3-

8. Party A is entitled to terminate or suspend the cooperation with or the provision of service fee accounting and collection agency service for Party B according to the requirements of the competent authority.

9. In the case where the Monternet service quality of Party A is affected due to Party B’s customer service complaint or any other reason alike and causes the rise of the customer service cost of Party A, Party A is entitled to deduct the equivalent sum from the settlement with Party B as per the related provisions of Regulations on the Management of Monternet SP Cooperation of China Mobile Group Anhui Co., Ltd.

iii) Obligations of Party B

1. Party B shall have the business license for corporation with legal operation scope, content/application service operation qualification, and provide Party A with the real and reliable operation permit, qualification and credit certificate, perfect after-sale service system, price review and approval and bank account etc for value-added message service approved by the Ministry of Information Industry or the local telecom competent authority in the place where the service is provided.

2. Party B shall ensure stable quality of the service provided, especially the message safety and service quality in important period, and ensure the contact channel with Party A can be smooth 7x24h and be liable to declare the disclaimer provision to subscribers when such service is opened for subscribers.

3. To add any new service or modify the current service, Party B shall submit the proposal to Party A for review and approval prior to modification and cannot open the new service or carry out the modification until Party A reviews and approves the proposal.

4. In the case where Party B intends to carry out system debugging, maintenance, upgrading or other foreseeable operations that may cause service interruption, it shall, within 7 days before the performance, in writing or e-mail, inform Party A of such intention, including detailed interruption reason, time and period and also declare the same to subscribers.

5. Party B shall abide by the regulations on the management of Monternet cooperation, audit regulations, customer service standards and related documents formulated by Party A in order to standardize the market order of the Monternet and bear any responsibility as incurred due to the violation act to these regulations.

6. Party B shall provide special customer service hotline for subscriber complaints, bear any responsibility for subscriber inquiry, appeal and complaint as incurred due to non-network communications problem of Party A and accept subscriber inquiry, fee inquiry and complaint as incurred due to various network communications problems in the provision of the service under this Agreement. Party B shall establish the first-inquiring responsibility system, transfer any issue needing the cooperation of Party A to Party A for handling and have follow-up supervision and investigation among subscribers for the handling result.

-4-

7. In system debugging, Party B shall not affect the normal operation of the current network of Party A; when sending SMS to the communications platform of Party A, Party B shall ensure that the transmission speed does not exceed the flow limit of the port Party A distributes for Party B; without the consent of Party A, Party B shall not conduct high-volume test, otherwise, it shall bear all consequences as incurred hereof.

8. Party B must strictly manage the network port and the related ID and ensure the safety of the network and message. Party B shall bear all responsibilities as incurred due to its bad management.

9. In the case where Party B cannot continue providing services due to its bad operation or any other reason alike, Party B shall, 1 month earlier, disclose the related situation to Party B and in the meantime explain properly to subscribers and deal with all problems left.

10. In the case where the Monternet service quality of Party A is affected due to customer service complaint with the responsibility of Party B or any other reason alike and causes the rise of the customer service cost of Party A, Party B shall be liable to pay the equivalent sum from the settlement with Party B as per the data calculated by Party A and confirmed by Party B in accordance with the Regulations on the Management of Monternet SP Cooperation of China Mobile Group Anhui Co., Ltd.

11. Party B shall abide by the provisions of both parties and provide Party A on a monthly basis with settlement invoice for the settlement of the message fees in order to liquidate the message fees of every month and shall bear any responsibility as incurred due to the failure of providing the settlement invoice for Party A as scheduled (Refer to Interim Regulations on the Message Fee Settlement of Monternet Service of China Mobile Group Anhui Co., Ltd for details).

12. Party B shall undertake that the form and content of the SMS value-added service under this Agreement comply with the related national laws and regulations and infringe no the legal rights of any corporation, organization and natural person, including Party A. In the case where the form and content of the SMS value-added service provided by Party B violate related laws and regulations or infringe the legal rights of others which gets Party A involved in legal dispute, Party A is entitled to require Party B to eliminate the effect and bear any economic loss as incurred hereof to Party A and investigate the civil responsibility of Party B.

iv) Rights of Party B

1. Party B is entitled to require Party A to provide the Internet SMS gateway interface regulations and related technical protocols and standards and cooperate with Party B to provide the service to subscribers under this Agreement.

2. Party B is entitled to, according to the business development, require Party A to adjust the network interface flow limit under the permission of the capacity of the network of Party A.

-5-

3. Party B is entitled to add any new service or modify the current service regularly as per this Agreement and the regulations on the management of Monternet cooperation and stipulate the message fees for all SMS services provided under this Agreement according to the regulations of Party A on Monternet SMS pricing .

4. Party B is entitled to know any information that Party A has formulated internally and issued formally and may have direct effect on the business development of Party B, except otherwise the information in relation to the confidentiality of the State and Party A.

5. Party B is entitled to require Party A’s assistance to solve any subscriber complaint that needs the cooperation of Party A.

6. Party B is entitled to require Party A to provide fee accounting and collection service for the service under the cooperation of both parties approved by Party A.

III. Proceeds and Distribution

1. Communications fee proceeds distribution mode:

Party A is entitled to own in full all the communications fees as incurred due to the use of subscribers of the mobile communications network resources.

2. SMS service distribution mode:

Party B is entitled to own the message fees as incurred due to its provision of application service or message services for subscriber and is liable to pay commission for the fee accounting and collection agency service provided by Party B to Party A. The basis to calculate such commission is the receivable message fees from Monternet subscribers in Anhui A and 15% of such receivable message fees shall be paid to Party A as commission for the message accounting and collection agency service provided by Party A.

3. The charging period of the Monternet service shall start as of 00:00 of the first day to 24:00 of the last day of every natural month.

4. The charging and settlement shall be based on the successful CDR collected by the charging system of Party A. The charging as per pieces shall be based on the success of subscribers to receive the message while the charging on a monthly basis shall be based on the service actually ordered and used successfully by subscribers of the month.

5. The message fees that both parties settle shall not include the following items:

a) subscriber fees for number cancellation (including pre-number cancellation);

b) subscriber fees for stop;

c) silent subscriber fees;

-6-

d) fees due to too high average single message fees;

e) fees due to refund (including the fees refunded by double to subscribers as per error sum in the activity of “Refund by double if message fee error); and

f) any other fee as provided by both parties.

6. Party A shall provide Party B with the charging record of the last month before the 15th day of every month and Party B shall, within 5 natural days (00:00 of the 16th day-24:00 of the 20th day of every month) after the reception of the charging record provided by Party A, feed back the reconciliation result. In the case where Party B does not feed back the result as scheduled, it can be regarded that the reconciliation has no error. In the case where Party B finds the settlement sum difference in the charging record is more than 5%, it can apply for reconciliation, and both parties can activate the reconciliation flow after Party B provides settlement statistic data.

7. Party B shall prepare invoice as per the settlement statements issued by Party A, and send it to Party A before the 25th day of that month when the message fees are announced. In the case where both parties have dispute on the charging record and the sum under the dispute based on the CDR success status report is not more than 5%, the data provided by Party A shall prevail; otherwise, the settlement as per the sum on the reconciliation statement shall be made in the precondition that both parties agree that the excessive payments should be refunded and the deficiencies should be repaid in the next settlement.

8. In the case where the proceeds of Party B after settlement are negative, Party B must pay the outstanding fees to Party A before the 5th day of the next month after the announcement of the message fees and cannot have write-off with the message fees of the next month, i.e. both parties shall conduct the settlement and liquidation on a monthly basis. In the case where Party B does not pay the outstanding fees to Party A before the 5th day of the next month, Party A is entitled to directly deduct 5 points of credit from Party B. In the case where Party B fails to pay the outstanding fees to Party A before the 5th day of the next month after the announcement of the message fees, Party A is entitled to directly terminate the cooperation with Party B and shall reserve the right to require the payment of Party B of such outstanding fees.

9. In order to quicken the settlement efficiency of both parties and satisfy the personal requirements of Party B, Party A shall provide the following two settlement period modes for Party B’s choice. Party B chooses Mode A as the period for the future settlement. If Party B chooses Mode B, settlement in a quarter basis, Party B shall prepare settlement invoice in a quarterly basis as of June of 2007 and the invoice must indicate clearly and respectively the breakdown and total amount of every month of the quarter.

Mode A: settlement in a monthly basis, i.e. the settlement must be conducted as scheduled on a monthly basis no matter how much the sum of the month is;

-7-

Mode B: settlement on a quarter basis, i.e. the settlement can be conducted in a quarter basis as per the actual situation (such as small sum of every month).

10. Party A, according to the regulations on the management of Monternet cooperation of China Mobile Group Anhui Co., Ltd count the response rate of the provision of settlement invoice of Party B into the credit examination. In the case where Party B delays the provision of the settlement invoice for the first time and thus the settlement progress of Party A is affected, 3 points of credit of Party B shall be deducted by Party A; in the case where Party B delays the provision of the settlement invoice for the second time and thus the settlement progress of Party A is affected, 6 points of credit of Party B shall be deducted by Party A; for the third time of delay, Party A is entitled to directly terminate the cooperation with Party B. (Refer to Interim Regulations on the Message Fee Settlement of Monternet Service of China Mobile Group Anhui Co., Ltd for details).  

IV. Confidentiality

1. For the purpose of this Agreement, “proprietary information” shall refer to, in the process of cooperation, the information that either party obtains from the other party (“the disclosing party”), that is developed, invented, discovered or known by, or transferred to the disclosing party, or that has commercial value to the business of the disclosing party. Proprietary information shall include but not limit to business secret, computer program, design technology, idea, proprietary technology, technique, data, business and product development proposal, customer information and other information in relation to the business of the disclosing party, or the other information the disclosing party obtains from any other party that shall be kept in secret. Both parties understand the disclosing party owns and will own the proprietary information and the information is very important to the disclosing party; and the cooperation relationship between Party A and Party B produces the confidentiality and trust relationship in connection with the proprietary information between both parties.

2. Without the prior written consent of the disclosing party, the other party shall keep any proprietary information in secret and shall use or disclose to any individual or body the proprietary information, except otherwise required by performance of the obligations under this Agreement.

3. Both parties shall be liable to keep the detailed content of this Agreement in secret. Without the written approval of the other party in advance, neither party can disclose cooperation under this Agreement and the detailed content of this Agreement to any third party.

V. Disclaimer

1. In the case where any obligation under this Agreement cannot be performed or performed completely by both parties or either party due to force majeure, both parties or either party shall bear no responsibility to each other or to the other party. However, the party encountering the force majeure shall, within 10 workdays as of the occurrence of the force majeure, disclose the situation of the force majeure to the other party and provide related certificates as well. After the effect of such force majeure is eliminated, both parties shall deliberate the continuance of the performance of this Agreement by both parties or either party.

-8-

2. In the case where the party encountering force majeure fails to inform the other party of such force majeure and the loss to the other party is thereby enlarged, such party shall bear such loss enlarged to the other party.

VI. Responsibilities of Breach

1. That any party fails to perform this Agreement and any provision of the annex to this Agreement shall be regarded as breach of this Agreement.

2. Either party, after receiving the notice in writing or e-mail detailing the breach from the other party, if deeming the actual existence of breach act, shall, within 10 workdays, correct such breach act and notify the other party of the correction; if deeming no existence of breach act, shall, within 10 workdays, submit written dispute or explanation to the other party. In the latter case, both parties can negotiate with each other about the dispute. If the negotiation fails, such dispute can be solved as per the Dispute of this Agreement.

3. In the case where either party breaks this Agreement and thus causes bad social effect or economic loss, the other party is entitled to require such party to eliminate the effect and bear the economic loss as incurred due to such breach act to it and shall reserve the right to investigate the civil responsibility of such party.

VII Dispute

In the case where both parties have any dispute in the performance of this Agreement both parties shall friendly negotiate with each other to solve such dispute. If the negotiation fails, either party can submit such dispute for arbitration at Hefei Arbitration Commission. The arbitration shall be final and have binding force on both parties.

VIII. Effect, Modification, Extension and Termination

1. This Agreement shall be in effect as of January 1, 2008 and expire as at April 30, 2008. If both parties have no dispute on this Agreement within the effective period of this Agreement, this Agreement will be extended automatically for half a year; if either party has dispute, such party shall inform the other party of such dispute 30 days before the expiration of this Agreement in writing or e-mail.

2. According to the regulations on the management of Monternet cooperation of China Mobile Group Anhui Co., Ltd, if Party B withdraws its service under this Agreement, this Agreement shall be terminated automatically upon its withdrawal.

3. This Agreement is made in quadruplicate and cannot become effective until the representatives of both parties sign and stamp (including paging seal). Either party holds two counterparts and all counterparts shall have the same legal effect.

-9-

4. Any annex to this Agreement shall be an integral part of this Agreement and has the same legal effect as this Agreement.

5. Within the effective period of this Agreement, both parties, in friendly deliberation manner, can modify any provision of this Agreement or rescind this Agreement. Either party that proposes to modify or rescind this Agreement shall submit written proposal to the other party 30 days earlier. Either party that unilaterally rescinds this Agreement without the permission of the other party shall bear all losses as incurred hereof to the other party.

Representative on and for behalf Party A:	Representative on and for behalf Party B: Song Zhiling (signature)
Authorized representative: Shi Yuanyou (seal)	Authorized signature:
Party A (seal): China Mobile Group Anhui Co., Ltd Date: December 24, 2007	Party B (seal): Shanghai Mopai Information Technology Co., Ltd Date: December 24, 2007

-10-

Annex:

Responsibility Pledge for Information Safety regarding Monternet Cooperation

This Responsibility Pledge is entered into between Party A and Party B with the objective to further strengthen the management on Internet message service, effectively prevent the occurrence and spread of hazardous information and promote the healthy and orderly development of Monternet service and the construction of socialism spiritual civilization, in accordance with the Telecommunication Regulations of P. R. China and the provisions of the State Council and the Ministry of Information Industry on Internet management and hazardous information clearing and administration and based on some problems to be regulated in the process of providing Monternet service, and the details of this Responsibility Pledge are as follows:

1. Party B, when providing various Monternet services, shall abide by the national laws, statutes and administrative regulations related.

2. Party B (including the subscribers of Party B) shall not make use of Monternet service to do anything to endanger the national security and disclose the national secret etc nor use the network to look up, copy and spread any information endangering the national security, information worsening social security and coprological information.

3. When providing Monternet service, Party B shall comply with international practices on Internet and shall not send advertising, vicious or defiant information to subscribers or other organizations.

4. Party B shall pay high attention to information security work, have senior leaders responsible for security work, prepare internal information security regulations, strengthen the review and monitoring of the issue of information etc, ensure all information sent to comply with related security regulations and bear any responsibility as incurred due to information issue.

5. Party B shall, via hardware, software and other security measures alike, strictly control the number of people receiving group SMS via the Internet circuit, appoint the personnel with high political consciousness to engage in information security, maintenance of core network equipments and business management.

6. Party B shall establish hazardous information filtering mechanism under which, some keyword of the SMS such as “Duan Xin Chuan Qing” and “Duan Xin You Chai” etc provided online for subscribers must be filtered so as to prevent a few vicious subscribers to spread retroactive and bad words via SMS (including the nine kinds of messages whose making, copy and spread are forbidden in Regulations on the Management of Internet Message Services).

7. The message sent by the system of Party B and the mobile phone number data of subscribers shall be kept for 6 months for purpose of check where necessary.

-11-

8. Party B shall strictly carry out confidentiality regulations and shall not disclose the message of subscribers such as mobile phone number etc to any other unit and individual out of China Mobile (except otherwise provided according to the national laws and regulations related).

9. On important festivals of the State or during national/international major events (such as May Day, National Day, Spring Festival and national important meetings etc), Party B shall strengthen the supervision on information security and appoint special personnel to engage in information security.

10. In case the information security problem occurs, Party B shall eliminate the bad message and prevent it from being sent out as soon as possible in order to lower the effect and timely submit event report to Party A.

11. Any information issued by Party B must be legal; Party B cannot use any information of the information source without the permission of information source; otherwise, Party B shall bear all responsibilities as incurred hereof.

12. Within the operation under this Agreement, without the written consent of Party A, Party B shall not provide any service out of this Agreement for the subscribers of Party A, nor increase or decrease services unilaterally, nor adjust service fees. In addition, Party B shall not, without the written consent of Party A, interconnect the SMS platform of Party A with that of any other telecom operator, nor send the SMS promoting the rivals (other telecom/mobile operators) of Party A and their services etc to the subscribers of Party A, nor unilaterally provide manual SMS services for the subscribers of Party A via the SMS platform of Party A.

13. For any SP who fails to carry out information security regulations and violates the above provisions, in addition to any responsibility as incurred hereof, Party A is entitled to cut off Internet circuit, even interrupt mutual cooperation and investigate the related responsibilities of breach.

Representative on and for behalf Party A:	Representative on and for behalf Party B: Song Zhiling (signature)
Authorized representative: Shi Yuanyou (seal)	Authorized signature:
Party A (seal): China Mobile Group Anhui Co., Ltd Date: December 24, 2007	Party B (seal): Shanghai Mopai Information Technology Co., Ltd Date: December 24, 2007

-12-

EX-10.4

Exhibit 10.4

Cooperation Framework Agreement of China Mobile regarding the Specified Content of the Central Music Platform

Party A: China Mobile Communications Corporation, Sichuan Branch	Party B: Shanghai Mopie Information Technology Co., Ltd.
Legal representative: Li Hua	Legal representative: Song Zhiling
Add: No.1 Gaoshengqiao Road, Chengdu, Sichuan	Add: Rm 1101, Tower A, Huaxin Mansion, No. 33, Anding Road, Chaoyang District, Beijing
P.C.: 610041	P.C.: 100029
Tel: 13980081010	Tel: 010-64452770
Fax: 02885057023	Fax: 010-64452050

Whereas China Mobile Communications Corporation, Sichuan Branch, as the mobile music product innovation base of China, under the entrustment of China Mobile Communications Corporation, is responsible for the introduction of the music content for the whole network of China Mobile.

In order to promote China mobile wireless music business together, bring the resource advantages in respective field into full play and enrich the music content of the central music platform of China Mobile, both parties, under the principles of equality, mutual benefit, complementary advantages and common development, after sufficient deliberation, have reached the following agreements:

I. Cooperation Content

1. In the scope of cooperation project with content specified by Party A, Party B shall cooperate with Party A in its works whose right is reserved by it, puts the works on the central music platform of China Mobile so as to provide wireless music value-added business products for China Mobile (including every provincial-level branch).

2. Party A, as China mobile music base, is liable for the construction and maintenance of the central music platform, the loading of wireless music products and the operation and promotion of the self-owned channel of related music products.

II. Rights and Obligations of Party A

1. Party A is entitled to audit or entrust a third party to audit the qualification certificate, copyright certificate and bank account etc. in relation to business content copyright and normal business operation provided by Party B.

2. Party A is liable for the construction and maintenance of the central music platform and related back-office systems and the stable operation of the central music platform and related business systems.

3. Party A is entitled to prepare and amend the regulations on the management of the introduction of the content for the central music platform and audit regulations etc. and perform the introduction business pursuant to these regulations.

4. Party A is entitled to use the works of Party B whose copyright is reserved by Party B for colorful ring and vibration ring (original ring), IVR, full music (including segment) online service, full music download with DRM and other wireless value-added services of China Mobile alike within the copyright and provide the charging and collection agency services in relation to such music products as colorful ring, vibration ring, IVR etc.

5. Party A is entitled to require Party B to show all certificates in relation to the copyright of the provided music products. Party A is entitled to audit the content of the music provided by Party B and delete or refuse any content that cannot meet its requirements or may infringe the right of any third party.

6. In the case where Party B loses operation qualification or has any operation activity not conforming to the national laws and regulations related, Party A is entitled to terminate the cooperation with Party B in advance.

7. Party B shall bear all losses caused to China Mobile (including every provincial-level branch) due to the infringement of the music products of Party B whose copyright is reserved by Party B and related data (including singer images etc.) provided by Party B on the right and interest of any third party.

8. During the cooperation, Party A distributes the CP code 600662 of the central music platform to Party B. The proprietorship of CP code resource is reserved by Party A. After both parties terminate this Agreement, Party A is entitled to take back the CP code and redistribute it and Party B cannot therefore use such code any more.

9. Both parties shall use their own resources to market and promote their business, including online channel promotion and offline activity etc.

10. Party A is entitled to require Party B to mark the logo of China mobile wireless music products and the music ordering code of the wireless music portal website logo.

11. Party A is entitled to supervise the resource contribution proposal provided by Party B or the implementation of the marketing and promotion proposal by Party B.

12. During the cooperation, Party A is entitled to terminate the cooperation with Party B but shall inform Party B of such termination seven days earlier.

III. Rights and Obligations of Party B

1. Party B must provide real and reliable qualification certificate and bank account etc. in relation to the normal business operation for Party A and any third party company entrusted by Party A.

-2-

2. Regarding to the products under this Agreement whose copyright is reserved by Party B, Party B shall make the following undertakings:

1) Party B undertakes that all copyrights (or legal proprietary authorizations) of all music products and neighboring rights of performers in relation to record works are complete, legal, free of flaw and infringe no others’ rights. If owning no such legal rights aforesaid, Party B cannot cooperate with Party A with such works.

2) Party B undertakes that any works it provides complies with the related national laws, regulations and policies and Party B will bear all consequences arising from the illegal content of such works.

3) Party B undertakes that the information content (including but not limited to music or performer images) provided for the cooperation under this Agreement will not infringe the right of any third party. In the case where Party B uses any works whose intellectual property right is owned by any third party, Party B shall obtain the permission of such third party or its agent for the use of the works of the third party within “wireless value-added service” by Party B and /or Party A. In the case where any third party has a claim to Party A for the infringement of the information content provided by Party B used in “wireless value-added service” under this Agreement on its intellectual property right or other legal rights, Party B shall solve the issue at its own cost and bear all losses to Party A as incurred hereof.

4) Party B undertakes that it will create the music products for the cooperation of both parties as per the format required by Party A.

5) Party B undertakes, in the case where any right of the content it provides is changed or abolished, it will inform Party A in writing of such change or abolishment immediately. Party A can stop the service of the related product on the central music platform within two workdays upon the reception of the notice.

3. Party B shall actively provide, whether under the requirement of Party A or at any time, any news conference, performer activity, promotion activity and event etc. in relation to the works whose copyright is reserved by Party B for Party A.

4. Party B shall confirm, mark in detail and state the effective permit period of works, right content and authorized service products in relation to the cooperation with Party A.

5. Both parties shall use their own resources for marketing, promotion and publicity, including online channel promotion and offline activity etc.

6. Party B is liable to mark the logo of China mobile wireless music products, the logo of wireless music portal website and music ordering code as per the requirements of Party A in the marketing, media publicity and news conference etc. in relation to the promotion of its works whose copyright is reserved by it. Without the permission of Party A, Party B cannot use the logo, trademark of China Mobile and the corporate name of Party A. Party B shall take all responsibilities arising due to any violation to the national laws, regulations and policies related in the process of business promotion.

-3-

7. Party B shall appoint special personnel to engage in any issue in relation to the cooperation under this Agreement so as to ensure the smooth operation of the business. During the cooperation under this Agreement, Party B shall inform Party A of any change in relation to business contact in advance.

The business contact information of Party B is as follows:

Contact: Tong Fei

TEL: 13910820251

MAIL: tongfei@mopietek.com

IV. Fees and Settlement Mode

1. Scope and proportion

1) In the case where Party B provides colorful ring and vibration ring, IVR and other wireless music services alike for the whole network of China Mobile via the central music platform of Party A with its works whose copyright is reserved by it and provides the complete copyright (record neighboring right and lyric and melody copyright) of its works whose copyright is reserved by it, Party A shall pay Party B 50% of the ring message fees actually collected from the subscribers for the above-mentioned services.

2) In the case Party B provides wireless music ranking “Qiang Xian Ting” music service for the whole network of China Mobile via the central music platform of Party A with its works whose copyright is reserved by it and provides the complete copyright (record neighboring right and lyric and melody copyright) of its works whose copyright is reserved by it, Party A shall, as per the original distribution proportion, pay 70% of the vibration ring service ring message fees of “Qiang Xian Ting” service and 50% of the colorful ring service ring message fees to Party B. In the case where the distribution proportion of “Qiang Xian Ting” service changes, earlier notice shall be made and supplementary agreement shall be entered into.

2. Party A is liable for the charging of the services under this Agreement and the charging and settlement are based on the charging and settlement statement created by the successful CDR collected by the charging system of Party A. Party A can entrust the third party company to settle message fees with Party B as per this charging basis.

1) Before the charging and settlement statement of Party A is adjusted into paid-up “ring order message fee”, the receivable “ring order message fee” shall function as the basis for the settlement. The time for the settlement based on the paid-up “ring order message fee” shall be subject to the formal notice of Party A.

-4-

2) Where any subscriber refuses paying Party B “ring order message fee” with rational reason, which is caused by Party B, the related message service fees shall be deducted by Party A in the next settlement.

3. Either party shall bear respectively any fee and tax as incurred due to the cooperation under this Agreement.

4. The bank account information specified by Party B is as follows:

Company (Beneficiary): Shanghai Mopie Information Technology Co., Ltd.

Opening bank: Shenzhen Development Bank, Shanghai Branch, Yangpu Sub-branch

A/C: XXXX XXXX XXX

V. Confidentiality

1. Both parties are liable to keep in secret all business documents and data, final subscribers’ personal data and cooperation management information in relation to the cooperation under this Agreement that shall be kept in secret.

2. Except otherwise the proprietary information that must be disclosed for purpose of this Agreement, without the written permission of the other party, either party cannot disclose any proprietary information in relation to the other party to any third party or individual. The proprietary information shall include but not limit to: the content of this Agreement, business secret, computer program, design technology, proprietary technology, technique, data, business and product development plan, customer data and information etc.

VI. Miscellaneous

In the case where this Agreement expires or is rescinded, or the product provided by Party B expires in copyright, or the neighboring right of any performer expires etc, Party A shall undertake that it will not provide the product provided by Party B as mentioned herein for new subscribers or for any other purpose, but, in order to ensure the rights of Party A’s subscribers that have used legally those products with copyright within the effective period of authorization, Party A will not delete their resources from the central music platform of Party A but continue providing the subscribers that have subscribed some ring services with such related services. Party B is liable to take all responsibilities for any dispute, counterclaim and lawsuit of any third party as incurred due to the copyright of content resources.

VII Dispute

In the case where both parties have any dispute in the performance of this Agreement or the effect, interpretation, termination etc. of this Agreement, both parties shall friendly negotiate with each other to solve such dispute. If the negotiation fails, either party can submit such dispute for arbitration at the local arbitration commission.

-5-

VIII. Effective Period

This Agreement lasts for one year, as of April 1, 2007 and as at March 31, 2008. In the case where Party A proposes in writing to terminate this Agreement in advance during the cooperation, this Agreement shall automatically become void seven days after the submittal of the written proposal to terminate this Agreement.

IX. Effect

1. This Agreement shall not come into effect until the authorized representatives of both parties sign on it and the company seals or contract seals are annexed.

2. This Agreement is made in sextuplicate with each party holding three counterparts. All counterparts shall have the same legal effect as this Agreement.

3. Any annex to this Agreement and any supplementary agreement to this Agreement shall be integral part of this Agreement and have the same legal effect as this Agreement. Any issue in relation to this Agreement, any annex to this Agreement and any supplementary agreement to this Agreement shall be subject to the deliberation of both parties.

Party A: China Mobile Communications Corporation, Sichuan Branch (seal)	Party B: Shanghai Mopie Information Technology Co., Ltd. (seal)
Authorized signature: Li Hua	Authorized signature: Song Zhiling
Date: April 1, 2007	Date: April 1, 2007

-6-

EX-10.5

Exhibit 10.5

Yi You Xian   Contract [2007]303-85

Cooperation Agreement between China Mobile Communications Corporation and WAP Service Provider

Party A: China Mobile Communications Corporation

Party B: Shanghai Mopie Information Technology Co., Ltd

Both parties, under the principles of equality and mutual benefit and win-win and through friendly negotiation, have decided to establish cooperation tie. This Agreement is entered into with the objective to detail the rights and obligations of both parties during the operation and it has the same binding force to both parties.

I. Cooperation Principles

Both parties, in the field of mobile data WAP (WAP access mode), shall cooperate with each other faithfully under the principles of sharing benefit, mutual benefit and win-win. Either party shall faithfully abide by this Agreement and actively work with the other party.

II. Cooperation Items

Party A, as a network operator, shall provide network platform and communications services, and shall provide Party B with WAP access regulations and interface technical regulations for Monternet WAP; Party B, as a service provider, shall develop and provide application service content pursuant to the regulations furnished by Party A. After tested and approved by Party A, the application service provided by Party B will be linked into the Monternet WAP master station of Party A, with the URL of http:// wap.monternet.com.

III. Obligations of Both Parties

i) Obligations of Party A

1. Party A shall promote and publicize the Monternet WAP master station, via all media under its control so as to attract the access of subscribers to the website.

2. Party A shall provide Party B with the interface technical regulations and technical support for WAP access so as to ensure that Party B can easily access to the Monternet WAP master station.

3. Party A shall, upon the request of Party B, provide necessary trainings for Party B.

4. Taking the WAP system firewall of Party A and the interface of Party B as boundary, Party A is liable for the maintenance of all equipments on its side so as to ensure that these equipments can provide normal services.

5. Party A shall open at the Monternet WAP master station the application service that Party B provides to Party A and Party B has tested eligible.

6. Party A shall be liable for the daily maintenance of the Monternet WAP master station, and shall deal with any technical failure as incurred due to its reasons so as to ensure the normal operation of these application services.

7. Party A shall provide Party B with network port services free of charge and support Party B to link application service into the Monternet WAP master station.

8. Party A shall be liable for the preparation of every index for the operation of WAP (WAP access mode), and shall tell such indices to Party B completely and without error and give Party B reasonable time to realize these indices.

9. Party A shall be liable for subscriber registration, login, authentication and authorization and the feedback of related data to Party B.

10. Party A shall be liable for the statistics of the traffic of the Monternet WAP master station and shall provide Party B with the statistic result upon the request of Party B.

11. For the services provided by Party B on the Monternet WAP master station, Party A shall charge as per the charge data provided by Party B, and charge its subscribers using the services of Party B as per its charging result for message service fees and conduct the settlement with Party B according to the related articles as provided in VI of this Agreement.

12. Party A shall provide the consultancy and complaint services for customers, accept subscribers’ complaints and deal with immediately any failure caused due to network, gateway, operation platform etc within the responsibility of Party A; for any failure as incurred due to Party B’s reason, Party A shall inform Party B of the related situation and urge Party B to solve the failure as soon as possible.

ii) Obligations of Party B

1. Party B shall make use of the media under its control (including without limitation WEB site, WAP site, print media and TV etc) to support China Mobile to introduce the Monternet WAP master station (wap.monternet.com) and the application service on the master station so as to attract subscribers to log in the website and use the services. Party B shall obtain the approval of Party A in writing for its use of Party A’s corporate name or business name to publicize the Monternet WAP. Without the approval in writing from Party A, Party B can not use “China Mobile” and “Monternet” to publicize non-Monternet WAP on media.

2. Party B shall, as per the cooperation items of both parties herein, provide WAP application server, application software, information source and application data special line etc needed and undertake that these equipments can work normally as Party A requires.

-2-

3. Party B shall actively cooperate with Party A’s interface test work and ensure the access into the Monternet WAP master station conforming to the WAP (WAP access mode) regulations and interface technical regulations provided by Party A.

4. Taking the WAP system firewall of Party A and the interface of Party B as boundary, Party B shall be liable for the maintenance of all equipments on its side so as to ensure that these equipments can provide normal services.

5. Party B must achieve the following network performance indices, whose test shall be conducted by Party A and test result shall be recorded correspondingly:

1) Link success rate when busy not less than 98%;

2) Network latency (the round trip latency from the WTBS PING SP server) not more than 100ms; and

3) SP response latency (the latency from the WTBS’ sending service request to the WTBS’ receiving service and responding) not more than 500ms.

6. Party B shall solve any application service failure as incurred due to its reason as soon as possible and take proper measures to avoid the reoccurrence of such failure. Party B shall compensate for Party A or Party A’s customers for any economic loss as incurred due to its reason.

7. Party B shall solve any issue in relation to the negotiation and business agreement with direct providers of application service content. Party B shall undertake that any information and service provided do not violate the national laws, regulations and policies related nor infringe the benefit of consumers and any third party’s intellectual property right. For the information content service necessary to be updated, Party B shall be liable for the review and approval of the content and upload as well and shall be any legal responsibility as incurred hereof. Party B shall bear any responsibility for any lawsuit as incurred hereof.

8. Party B must undertake that subscribers can use without any obstruction all services it provides on the Monternet WAP master station of Party A. Unless otherwise approved by Party A, Party B shall not ask the subscribers logging into the Monternet WAP master station of Party A for registration and authentication nor require subscribers to register in any website rather than the Monternet WAP master station of Party A.

9. Party B shall undertake that the service content it provides is legal, infringes no any third party’s legal rights and can be updated in time.

10. Party B, without the written approval of Party A, cannot unilaterally provide any other service that is not recognized by Party A to Party A’s customers via the WAP website of Party A.

11. The application service content Party B provides for Party A, whatever the transmission and loading mode of these application service should be, cannot be provided for any other communications operator or WAP website; otherwise, Party A is entitled to terminate Party B’s application service on the WAP master station of Party A and end the settlement with Party B.

-3-

12. The paid service provided by Party B cannot be provided on its own WAP website or any other website; otherwise, Party A is entitled to terminate Party B’s application service on the WAP master station of Party A and end the settlement with Party B.

13. Should Party B has provided on its WAP website or the WAP website of Party A’s branch in any province before Party B’s cooperation with Party A, such service shall be terminated in principle; however, link with the Monternet in the original service position can be conducted; otherwise, Party A is entitled to terminate Party B’s application service on the WAP master station of Party A and end the settlement with Party B.

14. Party B must provide on its own WAP website with the link to the Monternet WAP homepage of Party A (http://wap.monternet.com) and recommend subscribers to use the application service on the Monternet WAP master station of Party A.

15. Party B can choose to provide national service on the WAP master station of Party A or choose to provide local service on Party A’s local WAP website; but for the same service, Party B can have one option, i.e. any local service cannot be provided as national service and any national service cannot be provided as local service. Party B cannot provide repeated service for every province and nor provide national service in disguised form by means of accessing to multiple local WAP websites of Party A; otherwise, the national service of Party B shall be terminated.

16. Any application service Party B provides on any Party A’s WAP website, without the written approval of Party A, cannot have the brands and logos of Party B but shall use the logo of the Monternet.

17. Any service that Party B provides on any Party A’s WAP website cannot have any URL link to Party B or any third party’s service; all service must provide the link to the homepage of Monternet (http://wap.monternet.com).

18. Party B must provide Party A with all material needed for service charging in clear and correct manner and bear all economic and legal responsibilities as incurred hereof.

19. Party B must have the Operation Permit for Cross-region Value-added Telecom Business of the People’s Republic of China approved and issued by the Ministry of Information Industry, meet all requirements in such permit on the operation of value-added telecom business and undertake the scope of all value-added service provided to be consistent with the period and area recorded on the permit.

IV. Rights of Both Parties

i) Rights of Party A

-4-

1. In the case where any competent authority adjusts its policies, Party A shall tell Party B and make corresponding adjustment according to the adjusted polices of such competent authority.

2. Party A is entitled to review or entrust special authority qualified to review the information and application service content provided by Party B and check the time effect of the content provided by Party B.

3. Party A is entitled to refuse to issue and delete any information provided by Party B that is not conforming to the national laws, regulations and policies related and that Party A deems improper and require Party B for compensation for any bad effect on the economic status and goodwill of Party A as incurred due to such information.

4. Party A is entitled to require Party B to amend, correct and delete any content Party A deems to be amended, corrected and deleted.

5. Party A is entitled to provide the indices for the examination of the application service provided by Party B and conduct assessment on the services provided by Party B according to such indices. Party A is entitled to require Party B to adjust and amend any application service that does not pass the examination for successive three months, and cancel the qualification for the provision of application service in the case where Party B fails to adjust the service as required or cannot meet Party A’ requirements after adjustment.

6. Party A is entitled to determine the ranking of the application service provided by Party B on the WAP master station of Party A.

7. Party A is entitled to direct and supervise the charging standard of Party B on its service.

8. Party A is entitled to obtain reasonable proceeds. (For the detailed distribution, refer to VII of this Agreement).

ii) Rights of Party B

1. Party B is entitled to choose to provide national service on the WAP master station of Party A or provide local service on the local website of Party A. In case of national service, Party B shall apply to Party A for such service; in case of local service, Party B shall apply to the local branch of Party A. However, in the case where Party B provides local service on any Party A’s local website, Party A will not provide settlement and Party B and Party A’s local branch shall enter into independent settlement agreement.

2. Under the direction of Party A, Party B is entitled to deem whether the service provided is paid or not and the charging criteria.

3. Party B is entitled to obtain the statistic data related to the access of subscribers to the information and application service content provided by Party B via the platform.

-5-

4. Without the permission or authorization in writing of Party B, Party A cannot transfer, issue or resell in any manner the information products and authorizations of Party B to any third party out of this Agreement.

5. Party B is entitled to obtain the reasonable part of the service proceeds. (For the detailed distribution, refer to VII of this Agreement).

6. In the case where the statistic data of Party B have large difference from those of Party A, Party B is entitled to require Party A to provide detailed statistic data for purpose of check.

V. Confidentiality

1. Both parties shall be liable to keep secret for each other. Either party cannot disclose in any manner the other party’s business secret to any third party. The business secret as mentioned herein shall refer to the data, price, quantity, technical proposal in relation to this Agreement, the detailed content of this Agreement and any other data and information in relation to the business of the other party that one party of this Agreement discloses to the other party of this Agreement (including its parent company, subsidiary, holding company and branch).

2. All data and information under this Agreement either party discloses to the other party are business secret. Neither party can disclose any business secret as mentioned above it obtains to any third party or use it for any purpose out of this Agreement.

3. Any person of either party (including without limitation the employee, delegate, agent, consultant etc of such party) engaging in the cooperation items under this Agreement or familiarizing with and knowing any of the above-mentioned business secret shall also be liable to keep the business secret.

4. The liability to keep any business secret above-mentioned shall last for one year after the expiration of this Agreement.

VI. Intellectual Property Right

1. Party A hereby authorizes Party B to use Party A’s trademark and corporate name for the purpose of this Agreement, and Party B undertakes to use Party A’s trademark and corporate name in correct and reasonable manner, not change or distort the whole image and any part of Party A’s trademark and corporate name and or use Party A’s trademark and corporate name in any manner for any purpose out of this Agreement.

2. Party A shall, as per this Agreement, provide Party B with publicity documents and the originalities, designs, drawings, pictures, words etc contained in the publicity documents whose copyrights shall belong to Party A. Without the prior consent of Party A in writing, Party B cannot use these documents for any purpose out of this Agreement or allow any third party to use these documents.

-6-

3. Party B undertakes that any WAP content it provides for Party A does not infringe the intellectual property right of others. Party B shall be responsible for and deal with any counterclaim or dispute in relation to WAP content or as arising or incurred due to Party A’s using WAP content and bear any responsibility as incurred hereof and compensate Party A for any loss on Party A as incurred hereof.

VII. Proceeds Distribution and Settlement

1. Both parties are entitled to settle the proceeds earned from WAP service provided for Party A’s customers under the cooperation between Party A and Party B. The settlement shall be based on the statistic data in the charging system of Party A.

2. This settlement as mentioned herein shall limit to the national service provided by Party B on the WAP master station of Party A, and the local service provided by Party B on the local website of Party A shall not be covered by this Agreement.

3. In the case where any Party A’s customer uses WAP (WAP access mode) and needs to use the network resources of Party A, Party A is entitled to all communications fees as incurred hereof.

4. The settlement can be performed at any time from the commencement of the project to the expiration of this Agreement.

5. Party A, via the whole net charging service system, charges the service on the Monternet WAP master station on behalf of Party B; 15% of the charges collected shall be the commission for Party A to charge the service and the rest 85% shall be settled to Party B by Party A.

6. Party A shall, before the 20th day of every month, inform Party B of the proceeds sum receivable of the last month (with the commission payable to Party A for its collection of the proceeds deducted), and Party B shall prepare and deliver formal and legal invoice to Party A as per the sum Party A receives.

7. After receiving the invoice prepared by Party B and checking it correct, Party A shall, as per the bank account information provided by Party B, within ten workdays, transfer the receivable proceeds of the last month after settlement of Party B to the bank account of Party B via bank transfer.

8. Either party shall bear any tax as incurred in relation to this Agreement and imposed on it.

9. The settlement of both parties shall be completed as per the related charging system of Party A. Where disagreeing with the charging result, Party B may log into the reconciliation application platform of Party A to apply for reconciliation. Party A shall support to check the reason for disagreement but shall not adjust the settlement sum of this month.

10. The correct bank account information provided by Party B for Party A is as follows:

-7-

Beneficiary: Shanghai Mopie Information Technology Co., Ltd

Opening bank: Shenzhen Development Bank, Shanghai Branch, Yangpu Sub-branch

A/C: XXXXXX-XXXXXXXXXXXXXX

VIII. Force Majeure

1. In the event where either party of this Agreement is disabled to perform this Agreement due to such force majeure as war, severe fire, flood, typhoon, earthquake etc, the period to perform this Agreement shall be extended accordingly and the extended days shall be equal to the days for which the force majeure lasts.

2. Force majeure refers to any objective case that cannot be foreseen when this Agreement is entered into by both parties and whose occurrence and consequence cannot be avoided and overcome. The party affected by the force majeure shall inform the other party in form of telegram, facsimile or telex as soon as possible after such force majeure and, with two weeks after the occurrence of the force majeure, send the evidence documents issued by related authorities in express or registered letter to the other party for review and check.

3. In the case where the force majeure lasts for more than 120 days, both parties can rescind this Agreement.

IX. Responsibility of Breach

1. In the case where this Agreement cannot be performed due to either party’s breach of the provisions of this Agreement, the other party is entitled to terminate this Agreement and ask the breaking party to compensate for any loss as incurred hereof.

2. In the case where either party breaks this Agreement and brings bad social effect or economic loss to the other party, the other party is entitled to ascertain the responsibility of the breaking party, ask for corresponding economic compensation and even terminate this Agreement.

X. Dispute

1. Both parties shall negotiate in equal manner to solve any dispute arising from the performance of this Agreement.

2. In the case where both parties fail in the negotiation, either party may submit the dispute to Beijing Arbitration Commission for arbitration as per the arbitration rules of such arbitration commission. The arbitration shall be final and binding to both parties.

XI. Effective Period of This Agreement

1. This Agreement shall come into effect as of January 1, 2007 and end as at December 31, 2007.

-8-

2. Within the effective period of this Agreement, where both parties congruously agree to terminate this Agreement, it shall become void automatically.

3. In the event this Agreement cannot be performed any more due to force majeure, this Agreement shall become void automatically after both parties finish all related settlement.

4. In the event where something happens and makes either party unable to continue performing this Agreement and it is foreseeable, such party shall, within five workdays after it should foresee this thing, inform the other party of the situation and work with the other party to complete any issue not completed. Where such party fails to inform the other party of the situation and the other party suffers losses thereby, such party shall compensate the other party for such losses.

XII. Miscellaneous

1. The annex Handset Netting Branch of Regulations on the Management of Monternet SP Cooperation is an integral part of this Agreement and shall have the same effect as this Agreement.

2. Any other issue not contained herein shall be subject to the friendly deliberation of both parties.

3. This Agreement is made in duplicate; with each party holding one counterpart and both counterparts having the same legal effect.

Party A: China Mobile Communications Corporation (seal)

Representative: Gao Nianshu (signature)

Date: April 27, 2007

Party B: Shanghai Mopie Information Technology Co., Ltd (seal)

Representative: Zhu Nenglong (signature)

Date: May 11, 2007

-9-

EX-10.6

Exhibit 10.6

Agreement regarding K-Java Service

CMBJ-SW-2007-502

Party A:  China Mobile Group Beijing Co., Ltd

Party B: Shanghai Mopie Information Technology Co., Ltd

Both parties, under the principles of equality, mutual benefit and win-win and through friendly deliberation, have determined to establish cooperation tie and provide K-Java service for the subscribers of China Mobile. In order to detail the rights and obligations of both parties during the cooperation, this Agreement is entered into by both parties.

I. Cooperation Items of Both Parties

1. Party A shall, as the provider of K-Java service platform, provide Party B with paid service access and platform support service.

2. Party B shall, via the K-Java service platform of Party A, provide the subscribers of Party A with message service and application service (hereinafter referred to as “K-Java service”). Party B shall undertake to provide high-quality message content and service support.

3. Party A shall, with its charging and business support system, provide Party B with paid service charging and collection service.

II. Rights and Obligations of Party A

4. Party A is entitled to audit and check the telecom and message service business license for Internet message service or telecom value-added service business permit, qualification and credit certificate, business license, information source and bank account etc in relation to the normal business operation provided by Party B.

5. Party A is entitled to audit and check any business of Party B in relation to the items under this Agreement. Party A is entitled to refuse issuing any information provided by Party B that does not comply with the related national laws, regulations, policies and public order and good custom and that Party A deems improper. Where such information causes economic loss to Party A and defames the goodwill of Party A, Party A is entitled to require Party B for compensation accordingly. For any business application submitted by Party B, Party A shall give clear response to Party B within ten workdays after Party B submits complete documents to Party A.

6. Where necessary, Party A is entitled to require Party B to further submit related documents proving the proprietary or usufruct and intellectual property right in relation to the items under this Agreement.

7. Party A is entitled to prepare the management regulations, examination regulations and customer service standards and documents (all as the annexes to this Agreement) in relation to K-Java service, which shall be abided by and implemented by Party B. Party A shall conduct examination on Party B as per such regulations. In the case where Party B fails in the examination, Party A is entitled to cease the operation with Party B and even terminate this Agreement.

8. Party A shall provide customers with service number, which is used as the call service access number for customer complaint and inquiry. The customer service center of Party A will be regarded as the final confirmation and distribution party for customer service issues of K-Java service. The customer service personnel or the customer service system of Party B must support Party A to analyze and deal with customer complaint and inquiry. Party A is entitled to transfer every customer inquiry and complaint arising from every problem rather than the network communication problem of Party A arising from the service under this Agreement to Party B for handling. Party B shall properly solve any customer complaint and bear any responsibility as incurred hereof. Party A shall bear any responsibility for any customer inquiry and complaint as incurred due to its network communication problem.

9. Party A can promote and publicize K-Java service via media according to the actual business development situation so as to attract more subscribers. Party A shall provide Party B with related interface technical regulations and technical support so that Party B can provide application services smoothly.

10. Party A shall be liable for the daily maintenance of the K-Java platform and shall deal with any technical failure as incurred due to Party A so as to ensure the normal operation of the application service.

11. Party A shall provide charging agency service in relation to K-Java service for Party B and the charging result shall be subject to the data of Party A. If Party B disagrees with the result provided by Party A, it can require Party A to have reconciliation.

12. Party A shall be liable for such customer data management as subscriber registration, login, authentication and authorization etc and the feedback of related data to Party B. For the netting application, the K-Java service platform of Party A shall be interconnected with the content service system of Party B and the data of the K-Java service platform shall be used as the final confirmation basis for subscribers to use the K-Java service of Party B. Party A shall be liable for the statistics of the traffic of the application K-Java service of Party B on the platform and provide the statistic result for Party B in the proper manner.

13. Party A is entitled to adjust the UI design of the K-Java homepage and the ranking order of the K-Java service according to the business development situation.

14. Both parties can together have marketing and publicity etc. Party A is entitled to require Party B to mark “MONTERNET” and Party B shall obtain the prior review and approval of Party A to mark such trademark. In the case where the publicity and advertisement of Party B are in relation to the corporate name and other brand standards of Party A, Party B must obtain the prior approval and pass the audit and check of Party A.

-2-

III. Rights and Obligations of Party B

1. Party B must provide Party A with real and reliable telecom and message service business license for Internet message services or telecom value-added service business permit, qualification and credit certificate, business license, information source and bank account etc in relation to normal business operation and undertake that the fees charged for the message service comply with the related regulations of the competent pricing authority.

2. Party B must comply with the related national laws, regulations, decrees and policies in relation with telecom and Internet message services etc, and undertake that any message content it provides complies with the related national laws, regulations and policies, infringes no any third party’s legal right and interest and social public interest, and not to send any illegal message via the system of Party A; otherwise, Party B must bear any consequence as incurred hereof. Party B must filter any message provided by customers (such as chat message) and prevent any unhealthy and illegal message. Where any lawsuit occurs hereof, Party B shall deal with it properly and bear all economic and legal responsibilities. Where such information causes economic loss to Party A and defames the goodwill of Party A, Party A is entitled to require Party B for compensation accordingly.

3. Party B must undertake the K-Java service it provides is legal, all governmental permits, production and/or use permits and/or authorizations for such service are prepared, the content of such service has legal sources without infringing others’ rights and no embezzlement or use without permission of the copyright, intellectual property right or other legal rights and interests of any third party exist. In the case where Party A suffers the complaint, lawsuit or claim of any third party for right infringement due to the K-Java service of Party B, Party A is entitled to temporarily cease the service with infringement dispute and transfer such dispute to Party B for handling; Party B must immediately deal with the dispute with the accuser or the claimer and bear all legal and economic responsibilities as incurred hereof. Where such information causes economic loss to Party A and defames the goodwill of Party A, Party A is entitled to require Party B for compensation accordingly.

4. During cooperation, without the prior written consent of Party A, Party B shall not, with various channels and at various business levels, make Party A to transfer data application service to interconnect or interconnect in the disguised form with any third party.

5. Party B shall actively cooperate with Party A for the interface test and undertake to provide service as per the business regulations and interface technical regulations provided by Party A.

6. Party B undertakes that, as of the day when this Agreement comes into force, the K-Java paid service Party B provides will not be provided in its own website or any other website; otherwise, Party A is entitled to terminate unilaterally this Agreement and end the settlement with Party B.

7. Party B must provide Party A with all data needed for service it provides in clear and correct manner and bear all economic and legal responsibilities as incurred hereof.

-3-

8. Under the direction of Party A, Party B is entitled to determine whether the service it provides charges or not and the charging standard.

9. Party B shall abide by and implement the management regulations, customer service standards and documents in relation to “MONTERNET” service of Party A and accept the inspection and supervision of Party A. In case where Party B withdraws from the Monternet service (including the compulsory retreat from the elimination examination by Party A) in whatever reason, Party B is entitled to require the withdrawal buffer period of one month, in which Party B shall continue providing customers with the service under this Agreement and declare the coming termination of the service on its website (WWW/WAP) or via other channels available.

10. Party B must establish effective and smooth complaint channel and deal with and solve any subscriber inquiry and complaint arising from non-network communication problem in the process of providing the service under this Agreement. For the subscriber complaint that both parties cannot have reasonable explanation for, Party B shall act as the final solving party and be liable for the final settlement of such subscriber complaint.

11. For the message service fee paid by subscribers to Party B, in the case where any subscriber refuses paying such message fee or Party A refunds the message fee back to the subscribers in advance due to Party B’s service quality problem or the message fee out of the charging standard of the pricing department etc, Party A is entitled to deduct the equivalent sum from the message fees to be settled and paid to Party B.

12. Party B shall actively market and promote the service under this Agreement and have sufficient customer publicities etc. Any publicities and advertisement content of Party B shall mark with “MONTERNET” as required by Party A.

13. Party B shall undertake the exclusivity of the cooperation with Party A, i.e. as of the date of this Agreement, Party B shall undertake not to have any the same or similar business with any third party; once Party B does so, Party A shall be entitled to cease the business cooperation of both parties and terminate this Agreement.

IV. Maintenance Segments and Maintenance Obligations of Both Parties

The maintenance segments and obligations of both parties shall be divided by the interface of the equipments of both parties. Party A shall be liable for the maintenance of the equipments on its side while Party B shall be liable for the maintenance of the equipments on its side. Both parties shall be liable for effective maintenance of these equipments so as to ensure the normal operation of the service under this Agreement.

V. Rewards and Punishments

1. In the case where Party B has any breach act, Party A shall have any or several rights of requiring Party B to correct immediately, remedy in certain period such act and apologize openly to media and customers, suspending the review and approval of the new service application of Party B, postponing settlement, having no settlement and charging penalty etc. If the case is extremely severe (such as customer complaint to the Ministry of Information Industry, exposure at media and lawsuit etc), Party A is entitled to terminate this Agreement immediately.

-4-

2. In the case where Party B effectively carries out the related provisions under this Agreement and the annual average complaint rate of customers for the service of Party B under this Agreement is low, in the same conditions, Party A shall firstly consider the continuance of this Agreement for such service with Party B.

3. Party B shall not send any message to any subscriber who owes message fees for the K-Jaka service nor allow such subscriber to order message for other subscribers. Where Party B violates the aforesaid provision in the condition it knows clearly the case, Party A is entitled to require Party B to compensate for the economic loss as incurred to it due to the outstanding messages of customers and terminate this Agreement.

V. Fees and Settlement

1. Party B is entitled to own the charges and message fees arising from the use of subscribers of the application services or message services provided by Party B, and Party A can provide Party B with message service fee accounting and collection agency service. The charging system of Party A shall settle all the receivable message fees from the K-Jaka service of the month and pay 85% of such fees in Beijing region to Party B.

2. The charging and settlement shall be based on the successful CDR collected by the charging system of Party A. The charging as per pieces shall be based on the success of subscribers to receive the message while the charging on a monthly basis shall be based on the service actually ordered and used successfully by subscribers of the month.

3. The message fees that both parties settle shall not include the following items:

1) subscriber fees for number cancellation (including pre-number cancellation);

2) subscriber fees for stop;

3) silent subscriber fees;

4) fees due to too high single message fees; and

5) fees due to refund (refund by double).

4. Party A shall provide Party B with the charging record of the last month before the 15th day of every month and both parties shall check the message fee amount from the first day to the last day of the last month. Party B shall feed back the reconciliation result within 10 days. If Party B fails to do so, it shall be deemed that the reconciliation is correct.

5. Whether disagreeing or not with the charging record of the last month, Party B shall prepare invoice to Party A before the 18th day of every month. After receiving the legal invoice delivered from Party B before the 18th day of the month (subject to the place specified by Party A where the invoice shall be served), Party A shall pay Party B the payable message fee as per the sum recorded on the invoice before the end of that month. That is to say, even both parties can not finish the reconciliation as scheduled, the settlement as per the sum on the reconciliation statement shall be made and the excess payments should be refunded and the deficiencies should be repaid in the next or future settlement.

-5-

6. After receiving the reconciliation statement on the 15th day of every month, Party B shall eliminate subscriber fees for number cancellation (including pre-number cancellation), subscriber fees for stop, silent subscriber fees, fees due to too high single message fees and fees due to refund etc; before the 25th day of every month, if the fees of Gotone subscribers have more than 6% difference from the order relationship, Party B can require for reconciliation; if the difference between the order relationship of Easyown and M-zone subscribers and the fees related is above the charging success rate of that month, Party B can require for reconciliation; otherwise, the data of Party A shall be based on. In case of any dispute, both parties shall find the reason as soon as possible and solve the dispute according to the actual situation by means of negotiation.

VII. Confidentiality

1. Both parties shall be liable to keep in secret of all subscriber data obtained through this service under this Agreement.

2. Proprietary information that, in the process of the cooperation of both parties, either party obtains from the other party (“the disclosing party”), that is developed, invented, discovered or known by, or transferred to the disclosing party, or that has commercial value to the business of the disclosing party shall include but not limit to business secret, computer program, design technology, idea, proprietary technology, technique, data, business and product development proposal, customer information and other information in relation to the business of the disclosing party, or the other information the disclosing party obtains from any other party that shall be kept in secret, and shall be owned by such disclosing party. Without the prior written consent of the disclosing party, the other party shall keep any proprietary information in secret and shall not use or disclose to any individual or body the proprietary information, except otherwise required by the performance of the obligations under this Agreement.

3. Both parties shall be liable to keep the cooperation under this Agreement and the detailed content of this Agreement in secret. Without the written approval of the other party in advance, neither party can disclose cooperation under this Agreement and the detailed content of this Agreement to any third party.

4. This confidentiality provision shall not be terminated due to the termination of this Agreement but shall be kept effective forever.

VIII. Responsibilities of Breach

1. In the case where either party breaks any provision of this Agreement and causes thereby this Agreement unable to be performed, the other party shall be entitled to terminate this Agreement.

-6-

2. In the case where either party breaks any provision of this Agreement and thereby causes bad social effect or economic loss to other party, the other party shall be entitled to investigate the responsibility of such party, require it to eliminate the effect, make corresponding economic compensation and terminate this Agreement.

IX. Force Majeure

In the case where any force majeure events that are not foreseeable and whose consequence cannot be prevented or avoided and either party thereby suffers economic loss or this Agreement cannot be performed or cannot be performed sufficiently, such party shall bear no responsibility for the loss as incurred hereof to the other party. The party encountering the force majeure aforesaid shall inform in writing the other party of such force majeure immediately upon its occurrence and, within 15 days, submit the detail of such event to and discuss with the other party about the performance disability or insufficient performance of this Agreement, or submit the effective certificates issued by related governmental authorities regarding the reasons for the need of deferred performance of this Agreement. According to the effect of the event on the performance of this Agreement, both parties shall deliberate with each other to determine whether to continue the performance of this Agreement or terminate it.

X. Modification or Amendment

1. During the operation under this Agreement, where Party A prepares business management regulations in relation to Monternet of China Mobile and customer services, these regulations shall be regarded as the annexes to this Agreement. In the case where any provision of this Agreement conflicts with these management regulations, the latter shall prevail. Both parties agree to deliberate any provision of this Agreement with conflict with these management regulations and enter into supplementary agreement where necessary.

2. Either party to modify or rescind this Agreement must inform the other party in writing 15 days earlier and this Agreement cannot be modified or rescinded unless otherwise both parties agree to do so. Any dispute arising from the termination of this Agreement shall be subject to the friendly negotiation of both parties.

3. Any issue not contained herein shall be subject to the friendly deliberation of both parties and supplemented in writing where necessary.

4. This Agreement shall apply to the law of the People’s Republic of China. Any dispute occurring shall be subject to the friendly negotiation of both parties. If the negotiation fails, either party can submit the dispute to Beijing Arbitration Commission for arbitration. The arbitration is final and binding to both parties.

5. This Agreement shall come into force as of October 21, 2006 and expire as at October 20, 2007. In the case where both parties do not propose in writing to terminate this Agreement within 30 days when the Agreement expires, this Agreement shall be extended for 6 months automatically after its expiration, and by analogue without limitation, with every extension of 6 months. In the case where either party has dispute, such party shall inform in writing the other party thirty days prior to the expiration of this Agreement or within 30 days when the extension of this Agreement expires, and this Agreement shall be terminated at the expiration.

-7-

6. This Agreement and its annexes are made in duplicate with each party holding one counterpart. All counterparts shall have the same legal effect.

Party A: China Mobile Group Beijing Co., Ltd	Party B:  Shanghai Mopie Information Technology Co., Ltd
Authorized representative:	Authorized representative:
Date: July 1, 2007	Date: June 26, 2007

Annex: Basic data of Party B

Company name: Shanghai Mopie Information Technology Co., Ltd

Add: Rm 1103, No. 1 Lane 127, Guotai Rd, Yangpu District, Shanghai

Contact: He Tao: 13911176252

Opening Bank: Shenzhen Development Bank Shanghai Branch Yangpu Sub-branch

A/C: XXXXXX-XXXXXXXXXXXXXX

Customer service line: XXX-XXXXXXXX

-8-

EX-10.7

Exhibit 10.7

THIS AGREEMENT is made on the 21st day of February 2008

BETWEEN

1.	TAN KEE CHEN (Passport No. A13990595, Singapore NRIC No. S7873081A), of Block 234 #12-438, Yishun Street 21, Singapore 760234 (the “Vendor”); and
2.	ENZER CORPORATION LIMITED (Company Registration No. 199206945E), a public listed company incorporated under the laws of the Republic of Singapore and having its registered office at Block 4012 Ang Mo Kio Ave 10, #06-08, TECHPlace 1, Singapore 569628(the “Purchaser”);
(collectively the “Parties”, and each a “Party”).
WHEREAS:
A.	Pursuant to an agreement dated 22 August 2007 (the “Sale and Purchase Agreement”) between the Vendor and the Purchaser, the Vendor agreed to sell, and the Purchaser agreed to purchase the entire paid-up share capital of Luckybull Limited (“Luckybull”), an investment holding company established in accordance with the laws of the British Virgin Islands, on the terms and subject to the conditions contained therein (the “Purchase”).
B.	Pursuant to further negotiations between the Parties, the Vendor shall sell, and the Purchaser shall purchase, up to ninety percent (90%) (the “Sale Shares”) of the entire issued and paid-up capital of Mopie (BVI) Limited, a private limited liability company established in accordance with the laws of the British Virgin Islands ( the “Company”), which, as at the date hereof, owns 100% of the outstanding shares of Luckybull as a result of the share exchange agreement entered into between the Company and the sole shareholder of Luckybull on or around 6 December 2007 (the “Share Exchange Agreement”) in substitution of the terms of the Purchase (the “Restructuring”).
C.	In connection with the Restructuring and in the spirit of goodwill and cooperation, the Parties agree to amend the Sale and Purchase Agreement on the terms and subject to the conditions herein.
IT IS AGREED as follows:
1.	RECITALS
	The Recitals of the Sale and Purchase Agreement are amended as follows:
	1.1	Recital (A) shall be amended by deleting it in its entirety and inserting the following:
	“Luckybull Limited (“Luckybull”) is an investment holding company incorporated in the British Virgin Islands on 27th April 2006 (Company Registration No. 668223).”.

	1.2	By deleting the phrase “the Company” in Recital (B) and inserting the word “Luckybull” in its place;
	1.3	By deleting Recital (D) in its entirety; and
	1.4	By deleting Recital (F) of the Sale and Purchase Agreement in its entirety and inserting the following:
	“(E)	The Vendor proposes to sell, and the Purchaser wishes to purchase, up to ninety percent (90%) of the entire paid-up share capital of Mopie (BVI) (the “Sale Shares”), on the terms and  subject to the conditions contained in this Agreement (the “Acquisition”).
2.	DEFINITIONS AND INTERPRETATION
2.1	Save as expressly provided in this Agreement, all terms and references used in this Agreement which are defined in the Sale and Purchase Agreement but are not defined in this Agreement shall have the same meaning and construction ascribed to them in the Sale and Purchase Agreement.
2.2	The following definitions shall be inserted to replace the current definitions as set out in the Sale and Purchase Agreement in their entirety:
	“Accounts Date” means, in relation to the Target Companies, 31 December 2007;
	“Acquisition” means the proposed acquisition by the Purchaser of up to ninety percent (9% of the issued and paid-up share capital of the Company from the Vendor;
	“Company” means Mopie (BVI) Limited, a private limited liability company established in accordance with the laws of the British Virgin Islands;
	“Management Accounts” means the unaudited management accounts of the Target Companies for the financial period ended 31 December 2007;
	“Placement” means the placement of 500,000 new shares in the Company which will result in the Vendor owning ninety per cent. (90%) of the resultant issued and paid-up capital of the Company pursuant to the said placement and the Initial Share Transfer, and prior to Completion;
	“Sale Shares” means such number of ordinary shares of the Company representing ninety percent (90%), or such other number of ordinary shares of the Company legally and/or beneficially owned by the Vendor at Completion, of the entire issued and paid-up share capital of the Company;
	“Share Exchange Agreement” means the share exchange agreement entered into between the Vendor and the Company on 6 December 2007, pursuant to which 91.8% of the issued and paid-up share capital of the Company shall be transferred to the Vendor, with it being understood by the parties that the Company plans to undertake the Placement; and

-2-

	“Target Companies” means the Company, Luckybull, Molong and Mopie collectively, and each a “Target Company”;”.
2.2A	The following definition shall be inserted between the definitions of “Long-Stop Date” and “Management Accounts” in the Sale and Purchase Agreement:
	“Luckybull” means Luckybull Limited, a limited liability company established in accordance with the laws of the British Virgin Islands;”.
2.2B	Clause 8A.2 of the Sale and Purchase Agreement shall be amended by replacing the reference to the defined term “the Company” with the defined term “the Target Companies”.
2.2C	Clause 8B of the Sale and Purchase Agreement shall be amended by replacing all references to the defined term “the Company” with the defined term “Luckybull”.
2.3	Unless the context otherwise requires, words importing one gender include all other genders, words importing the singular include the plural and vice versa.
2.4	The words “hereof”, “herein”, “hereon” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision.
2.5	The headings to the clauses do not form part of this Agreement and shall have no legal effect and shall not be relied upon in the interpretation or construction of any of the provisions of this Agreement.
2.6	References herein to “Recitals”, “Clauses” and “Schedules” are to recitals, clauses and schedules to this Agreement.
2.7	Reference to any statute or statutory provisions includes a reference to that statute or statutory provision as from time to time amended, extended or re-enacted, with or without modification.
3.	ESTABLISHMENT OF GROUP STRUCTURE
3.1	The following Clauses 2A, 2B and 2C shall be inserted between Clauses 2 and 3 in the Sale and Purchase Agreement:
	“2A.	Establishment of Group Structure
	2A.1	The Parties agree that the following events shall take place prior to Completion for the purposes of establishing the Group Structure (as defined below):

2A.1.1 Pursuant to the Share Exchange Agreement, the Company shall transfer (the “Initial Share Transfer”) to the Vendor 91.8% of the entire pre-offering issued and paid-up share capital of the Company (the “Initial Shares”), with the Vendor being the legal and valid owner of the Initial Shares;

-3-

2A.1.2	pursuant to the Initial Share Transfer and on the understanding between the parties to the Share Exchange Agreement that the Company plans undertake the Placement, the Company shall be listed on the Over-the-Counter Bulletin Board in the United States of America (the “OTCBB”), with the Vendor owning 91.8% of the entire issued and paid-up capital of the Company, and various shareholders owning the remaining 8.2% of the entire issued and paid-up share capital of the Company;
2A.1.3	pursuant to completion of the Placement, the Vendor owning ninety per cent. (90%) of the entire issued and paid-up capital of the Company and various shareholders owning the remaining ten percent (10%), of the entire issued and paid-up share capital of the Company;
2A.1.4	the Purchaser obtaining the approval of its shareholders for the Acquisition and the transactions contemplated under this Agreement; and
2A.1.5	completion of the bond subscription agreement (the “Bond Subscription Agreement”) dated 9 November 2007 entered into between the Purchaser and D.B. Zwirn Mauritius Trading No. 3 Limited, under which the Purchaser proposes to issue up to S$150 million (in 75 equal successive tranches of S$2 million each) in aggregate principal amount of redeemable zero coupon convertible bonds to the Subscriber and/or its affiliates and/or funds other investment vehicles and/or private accounts managed and/or advised by D. B. Zwirn & Co., L.P. and/or its affiliates (the “Bond Subscription”); and
2A.1.6	the Purchaser having raised and drawn down a sufficient amount of funds from the Bond Subscription to enable the Purchaser to satisfy the Cash Consideration under this Agreement.

2A.2 Upon Completion, the Parties acknowledge and agree that the Company shall hold Luckybull and Molong in the group structure (the “Group Structure”) as shown in the chart set forth below:

[Missing Graphic Reference]

-4-

	For the avoidance of doubt and subject to Clause 2C of this Agreement, the Purchaser shall, upon Completion, hold up to ninety percent (90%) of the Company pursuant to Completion of this Agreement.
2B.	Undertaking of Vendor in relation to the Sale Shares
	Subject to Clause 2C below, the Vendor agrees and undertakes that he shall, pursuant to the Initial Share Transfer and the successful listing of the Company on the OTCBB (the “Listing”), sell to the Purchaser the Sale Shares, upon the fulfilment (or waiver) of the conditions precedent to this Agreement as set out in Clause 4.1 of this Agreement and on the terms and subject to the conditions of this Agreement.
2C.	Sale of Shares by Vendor prior to Completion
2C.1	Pursuant to the Initial Share Transfer and prior to Completion, the Parties acknowledge and agree that the Vendor shall not dilute his shareholding interest in the Company to less than fifty one percent (51%) of entire issued and paid-up capital of the Company and that the definition of “Sale Shares” in this Agreement shall be construed accordingly.
2C.2	For the avoidance of doubt, and subject to Clause 2C.1 above, in the event that the Vendor divests any portion of his shareholding in the Company, the Parties acknowledge and agree that (a) the Consideration shall be reduced proportionately, and (b) the difference in the amount payable shall be deducted from the Cash Consideration portion.”.
4.	CONSIDERATION
	Clause 3 of the Sale and Purchase Agreement shall be amended by deleting it in its entirety and inserting the following:
	“3.1	Subject to Clauses 2C and 8A of the Sale and Purchase Agreement, the Consideration for the sale and purchase of the Sale Shares shall be the sum of Singapore Dollars Thirty Million Only (S$30,000,000). For the avoidance of doubt, and subject to Clause 2C above, in the event that the Vendor disposes of any portion of his shareholding in the Company, the Cash Consideration (as hereinafter defined) shall be reduced proportionately.
3.2	The Consideration for the Sale Shares shall be satisfied as follows:

3.2.1	The sum of S$20,000,000 in cash (the “Cash Consideration”); and
3.2.2	The remaining Consideration, amounting to S$10,000,000, to be satisfied on Completion by the allotment and issue by the Purchaser of the Consideration Shares to the Vendor, all of such Consideration Shares shall rank pari passu with the issued shares of the Purchaser.

-5-

3.3 In respect of the Cash Consideration, the Parties acknowledge and agree as follows:

3.3.1	a deposit of S$2,500,000 (the “Deposit”) has been paid by the Purchaser to the Vendor;
3.3.2	the outstanding sum due and payable by the Purchaser to the Vendor in cash is S$17,500,000 (the “Remaining Cash Consideration”).

3.4	In respect of the Remaining Cash Consideration, the Parties acknowledge and agree as follows:
	(a)	subject to Clause 4.1.2D and the Purchaser having raised and drawn down a sufficient amount of funds from the Bond Subscription to enable the Purchaser to satisfy the Partial Cash Consideration, the Purchaser will pay to the Vendor a sum of S$3,000,000 (the “Partial Cash Consideration”) by no later than 31 March 2008;
	(b)	for the avoidance of doubt, payment of the Partial Cash Consideration in accordance with Clause 3.4(a) above (if such payment occurs) shall be offset against Remaining Cash Consideration; and
	(c)	non-payment of the Partial Cash Consideration in accordance with Clause 3.4(a) above shall not constitute a breach of this Agreement by the Purchaser.”.
5.	CONDITIONS PRECEDENT
5.1	Clause 4.1.2 of the Sale and Purchase Agreement shall be amended by deleting it in its entirety and inserting the following:
	“4.1.2	the Company being the sole shareholder of Luckybull, and Luckybull being the sole shareholder of Molong;”.
5.2	The following Clauses 4.12A to 4.1.2G shall be inserted between Clauses 4.1.2 and 4.1.3 in the Sale and Purchase Agreement:
	“4.1.2A	completion of the Initial Share Transfer and the Vendor being the legal and valid owner of the Sale Shares;
	4.1.2B	the establishment of the Group Structure;
	4.1.2C	the successful listing of the Company on the OTCBB;
	4.1.2D	completion of the Placement;
	4.1.2E	completion of the Bond Subscription and the Purchaser having raised and drawn down a sufficient amount of funds from the Bond Subscription to enable the Purchaser to satisfy the Cash Consideration under this Agreement;

-6-

	4.1.2F	the Vendor being the legal and valid owner of such number of ordinary shares of the Company as shall represent at least 51% of the entire issued and paid-up share capital of the Company;
	4.1.2G	the valid execution and completion of the Share Exchange Agreement, on  such terms and conditions which shall not be materially inconsistent with the fundamental principles and terms of, and the rights of the Purchaser under, this Agreement, and which are reasonably acceptable to the Purchaser;”.
6.	COMPLETION
6.1	Clause 5.1 of the Sale and Purchase Agreement shall be amended by deleting it in its entirety and inserting the following
	Subject to the provisions of Clause 4.1 and notwithstanding that Completion Date is scheduled to be no later than the Long-Stop Date, the Parties undertake and agree, on a “best-endeavours” basis, to ensure that Completion takes place by no later than three (3) months from the date of this Agreement at the offices of the Purchaser's Solicitors (or at such other place as the parties may agree in writing) where all (and not some only) of the events described in Clauses 5.2 and 5.3 shall occur.
6.2	Clause 5.2.4 of the Sale and Purchase Agreement shall be amended by deleting it in its entirety and inserting the following:
	“5.2.4	such documentary evidence as shall be necessary to satisfy the Purchaser that the Company owns the entire issued and paid-up share capital of Luckybull, and that the Company owns the Molong Shares;”.
6.3	Clause 5.2.8 of the Sale and Purchase Agreement shall be amended by deleting it in its entirety and inserting the following:
	“5.2.8	where necessary, all documentation, the form and substance of which are satisfactory to the Purchaser as the Purchaser may determine in its absolute discretion, evidencing that the Vendor has fulfilled his obligations under Clauses 4.1.2A, 4.1.2B, 4.1.2C, 4.1.2D, 4.1.2E, 4.1.2F, 4.1.7, 4.1.8 and 4.1.9; and”.
6.4	Clause 5.3 of the Sale and Purchase Agreement shall be amended by deleting it in its entirety and inserting the following:
	“5.3	Against compliance by the Vendor of Clause 5.2, the Purchaser shall:

5.3.1 pay, by way of telegraphic transfer to the bank account of the Vendor (as notified by the Vendor to the Purchaser) or a cashier’s order or banker’s draft issued by a bank licenced in Singapore and made out in favour of the Vendor, the Remaining Cash Consideration, or if the Partial Cash Consideration has been paid in accordance with Clause 3.4 of this Agreement, the sum of S$14,500,000 which is the Remaining Cash Consideration less the Partial Cash Consideration; and

-7-

	5.3.2	allot and issue the Consideration Shares to the Vendor or his nominee.”.
7.	INDEMNITY
	Each Party (the “Indemnifying Party”) shall indemnify and keep the other Party (the “Indemnified Party”) indemnified against all proceedings, costs, expenses, claims, penalties and liabilities (including legal costs on an indemnity basis) incurred or suffered by the Indemnified Party arising from or in connection with or as a result of any breach by the Indemnifying Party of any of its obligations under the Sale and Purchase Agreement (as amended and supplemented by this Agreement).
8.	INCORPORATION OF AGREEMENT
8.1	This Agreement shall be construed as one with the Sale and Purchase Agreement. The phrase “this Agreement” referred to in the Sale and Purchase Agreement and all other instruments executed thereunder or pursuant thereto shall for all purposes refer to the Sale and Purchase Agreement incorporating and as amended or supplemented by this Agreement.
8.2	Except to the extent that it is amended by this Agreement, the Sale and Purchase Agreement shall remain in full force and effect.
8.3	This Agreement shall take effect from the day and year first above written.
9.	GENERAL
9.1	This Agreement may be executed in any number of counterparts by the Parties hereto and when the same have been executed by the Parties hereto, this Agreement shall be binding on the Parties hereto as if they had executed this Agreement in a single document.
9.2	Any term, condition, stipulation, provision, covenant or undertaking in this Agreement which is or may become illegal, void, prohibited or unenforceable in any respect under any law shall be ineffective to the extent of such illegality, voidness, prohibition or unenforceability without invalidating the remaining provisions hereof, and any such illegality, voidness, prohibition or unenforceability shall not invalidate or render illegal, void or unenforceable any other term, condition, stipulation, provision, covenant or undertaking herein contained.
9.3	This Agreement shall be binding upon and enure for the benefit of the successors and assigns of the Parties but a Party may not assign or transfer any of its rights or obligations without the prior written consent of the other Party.

-8-

9.4	A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act Cap. 53B to enforce any of the terms of this Agreement.
10.	GOVERNING LAW AND JURISDICTION
10.1	This Agreement shall be governed by, and construed in accordance with, the laws of Singapore.
10.2	The Parties hereby irrevocably submit to the exclusive jurisdiction of the courts of Singapore and waive any objection to Proceedings in any such court on the grounds of venue or on the grounds that the Proceedings have been brought in an inconvenient forum.

-9-

 IN WITNESS WHEREOF the Parties have on the day and year above written executed this Agreement.

SIGNED BY	/s/ Tan Kee Chen
	)
TAN KEE CHEN	)
in the presence of :-	)
SIGNED BY	/s/ Ang Eng Chin
	)
for and on behalf of	)
ENZER CORPORATION LIMITED	)
in the presence of :-	)

-10-

EXECUTION COPY

DATED THIS 21ST DAY OF FEBRUARY 2008

BETWEEN

TAN KEE CHEN

…as the Vendor

And

ENZER CORPORATION LIMITED

…as the Purchaser

SUPPLEMENTAL AGREEMENT

to the Sale and Purchase Agreement relating to the purchase

of shares representing 100 per cent. of the issued share capital

of Luckybull Limited dated 22 August 2007

-11-

TABLE OF CONTENTS
No.	Clause	Page No.
1.	RECITALS	1
2.	DEFINITIONS AND INTERPRETATION	2
3.	ESTABLISHMENT OF GROUP STRUCTURE	3
4.	CONSIDERATION	5
5.	CONDITIONS PRECEDENT	6
6.	COMPLETION	7
7.	INDEMNITY	8
8.	INCORPORATION OF AGREEMENT	8
9.	GENERAL	8
10.	GOVERNING LAW AND JURISDICTION	9

-12-

EX-10.8

Exhibit 10.8

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (the “Agreement”) is entered into on July __, 2008, to be effective as of  November 29, 2007 (the “Effective Date”), by and between Mopie (BVI) Limited, a British Virgin Islands company, with its business address located at P.O. Box 146, Road Town, Tortola, British Virgin Islands and its subsidiaries (the “Company”); and Private Capital Group (BVI) Limited a British Virgin Island company, having its Hong Kong business mailing address located at Suite 4703, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong (the “Consultant”), each a “Party,” and collectively the “Parties”.

W I T N E S S E T H:

WHEREAS, the Parties previously entered into a Letter Agreement on or around October 9, 2007 (the “Prior Agreement”);

WHEREAS, the Consultant was previously issued 800,000 shares of the Company’s ordinary shares on or around November 29, 2007 (the “Shares”) in consideration for the Consultant forming the Company and paying certain expenses on the Company’s behalf, which Shares were fully paid, validly issued and non-assessable upon their issuance;

WHEREAS, the Parties desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Consultant will agree to perform consulting services on behalf of the Company; and

NOW, THEREFORE, in consideration for the promises and pledges contained below and other good and valuable consideration, which consideration the Parties acknowledge receipt of, and the premises and the mutual covenants, agreements, and considerations herein contained, the Parties hereto agree as follows:

ARTICLE 1: SCOPE OF WORK

1.1 Services. The Company has engaged the Consultant to provide services in connection with the Company’s business.  The Consultant shall serve as a business advisor to the Company and render such services as may be reasonably requested by the Company including, without limitation to strategic planning, merger, acquisition possibilities and business development activities of the Company in order to assist the Company in attempting to formulate the best strategy to meet the Company’s marketing needs.

1.2 Confidentiality.  In order for the Consultant to perform the consulting services, it may be necessary for the Company to provide the Consultant with “Confidential Information” regarding the Company’s business and services.  The Company will rely heavily upon the Consultant’s integrity and prudent judgment to use this Confidential Information only in the best interests of the Company and to keep such information confidential, which confidentiality shall survive the termination of this Agreement.

ARTICLE 2: COMPENSATION FOR CONSULTING SERVICES

2.1 Compensation.  The Company has agreed to compensate the Consultant with two hundred thousand dollars ($200,000 USD) in a lump sum due upon the Company completing a listing on the Over-The-Counter Bulletin Board (“OTCBB”).

2.2 The Company shall pay to the Consultant the amount of two thousand five hundred US dollars ($2,500.00 USD) per month for services rendered to the Company under this Agreement payable in advance on the 1st of every month.

2.3 In the event that the Company completes any Transaction involving the amount of two million dollars ($2,000,000.00 USD) or more, then the Company agrees to raise the amount of the monthly retainer fee to seven thousand five hundred dollars ($7,500.00 USD) upon closing, payable monthly in advance on the 1st of every month until the completion of the term of this Agreement.

2.4 The Consultant has also agreed to cancel 300,000 of the Shares which it holds in the Company in connection with the Parties’ entry into this Agreement, effective as of the Effective Date, the result of which will be that the Consultant holds 500,000 of the Company’s ordinary shares following the Effective Date of this Agreement.

ARTICLE 3: TERM AND TERMINATION

3.1 Term.  This Agreement shall be effective as of the Effective Date; however, no payments shall be due from the Company (pursuant to Article 2 above) until August 1, 2008 (and continuing forward) and the Agreement shall continue in full force and effect until July 31, 2011.  The Company and the Consultant may negotiate to extend the term of this Agreement and the terms and conditions under which the relationship shall continue.

3.2 Termination.  This Agreement and the Consultant’s engagement hereunder shall not be terminated by the Company under any circumstances nor for any reason whatsoever, unless the Consultant has conducted gross negligence or willful misconduct against the Company. The Agreement may be terminated by the Consultant upon the Company’s gross negligence or willful misconduct and/or upon the mutual consent of the Parties.

ARTICLE 4: CONFIDENTIAL INFORMATION

4.1 Obligation of Confidentiality.  In performing consulting services under this Agreement, the Consultant may be exposed to and will be required to use certain “Confidential Information” of the Company.  The Consultant agrees that the Consultant will not and the Consultant’s employees, agents or representatives will not use, directly or indirectly, such Confidential Information for the benefit of any person, entity or organization other than the Company, or disclose such Confidential Information without the written authorization of the CEO of the Company, either during or after the term of this Agreement, for as long as such information retains the characteristics of Confidential Information.

ARTICLE 5: GENERAL PROVISIONS

-2-

5.1 Construction of Terms.  If any provision of this Agreement is held unenforceable by a court of competent jurisdiction, that provision shall be severed and shall not affect the validity or enforceability of the remaining provisions.

5.2 Governing Law.  This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, USA.

5.3 Complete Agreement.  This Agreement constitutes the complete agreement and sets forth the entire understanding and agreement of the parties as to the subject matter of this Agreement and supersedes all prior discussions, agreements (including, but not limited to the Prior Agreement) and understandings in respect to the subject of this Agreement, whether written or oral.

5.4 Modification.  No modification or attempted waiver of this Agreement, or any provision thereof, shall be valid unless agreed by both parties in writing.

5.5 Effect of Facsimile and Photocopied Signatures. This Agreement may be executed in several counterparts, each of which is an original.  It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts.  A copy of this Agreement signed by one Party and faxed to another Party shall be deemed to have been executed and delivered by the signing Party as though an original.  A photocopy of this Agreement shall be effective as an original for all purposes.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the Effective Date first written above.

MOPIE (BVI) LIMITED

By: /s/ Tan Kee Chen

Name: Tan Kee Chen

Title: CEO, Director

PRIVATE CAPITAL GROUP (BVI) LIMITED

By: /s/ Michael Wainstein

Name: Michael Wainstein

Title: Director

-3-

EX-10.9

Exhibit 10.9

AGREEMENT TO AMEND SUBSCRIPTION AGREEMENT

IN MOPIE (BVI) LIMITED

This Agreement to Amend Subscription Agreement in Mopie (BVI) Limited (the “Agreement”) is made and entered into as of ___________, 2008, to be effective as of the Effective Date, as defined below, by and between MOPIE (BVI) LIMITED, a British Virgin Islands corporation (hereinafter referred to as the "Company"), and by _____, a/an _, residing and/or having a principal place of (Individual/Corporation/LLC/Trust/Partnership) business in    __________________________ (“Purchaser” or “Shareholder”), each  (State, City, Country) individually a “Party” and collectively the “Parties.”

W I T N E S S E T H:

WHEREAS, the Purchaser previously entered into a Subscription Agreement effective (the “Effective Date”) in or around January, February, March or April 2008 (attached hereto as Exhibit A, the “Subscription”), pursuant to which Purchaser subscribed to purchase ___________ shares of common stock of the Company at USD$0.10 per share for total consideration of $_________________, in connection with a private placement of shares of common stock of the Company (the "Shares"), which Shares have not been issued to date.

WHEREAS, subsequent to completion of the private placement, it has become apparent that the Company will not have a sufficient number of authorized shares to satisfy all of its corporate obligations.

WHEREAS, it is necessary for the Company to increase the purchase price per Share paid by the Purchaser and other purchasers who subscribed for shares in connection with the private placement, so that the Company will be able to issue fewer overall shares in connection with the private placement and retain additional authorized but unissued shares with which it may satisfy its other corporate obligations (the “Share Adjustments”).

WHEREAS, both Parties acknowledge and understand that it will be mutually beneficial for the Company to affect the Share Adjustments and issue fewer overall shares in connection with the private placement, so that the Company will be able to satisfy its other corporate obligations.

WHEREAS, the Parties now desire to amend the terms of the Subscription on the terms and conditions set forth below.

NOW, THEREFORE, in consideration for the promises and pledges contained below and other good and valuable consideration, which consideration the Parties acknowledge receipt of, and the premises and the mutual covenants, agreements, and considerations herein contained, the Parties hereto agree as follows:

1.	Amendment to Subscription.
	The Parties agree to amend the terms of the Subscription to provide that the purchase price of Shares of the Company will be USD$0.50 per Share, in lieu of the USD$0.10 price per Share originally provided for in the Subscription (the “Price Change”); further, as a result of the Price Change, Purchaser will receive one fifth (1/5) of the Shares originally subscribed for in the Subscription.

2.	Effect of Stock Purchase and Note Amendment.
	The Parties agree and warrant that all the terms and conditions of the Subscription that have not been amended by this Agreement and are not in conflict with this Agreement will continue to be in full force and effect upon the Effective Date of this Agreement.   Furthermore, the Shareholder reaffirms that the disclosures and representations made by the Shareholder in the Subscription are true and correct as of the date of this Agreement.
3.	Miscellaneous.

(a)	Assignment.  All of the terms, provisions and conditions of this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the Parties hereto and their respective successors and permitted assigns.
(b)	Applicable Law.  This Agreement shall be construed in accordance with and governed by the laws of the State of New York, excluding any provision of this Agreement which would require the use of the laws of any other jurisdiction.
(c)	Entire Agreement, Amendments and Waivers.  This Agreement constitutes the entire agreement of the Parties hereto and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, with respect to the subject matter hereof.  No variations, modifications, changes or extensions of this Agreement or any other terms hereof shall be binding upon any Party hereto unless set forth in a document duly executed by such Party or an authorized agent or such Party.
(d)	Waiver. No failure on the part of any Party to enforce any provisions of this Agreement will act as a waiver of the right to enforce that provision.
(e)	Section Headings. Section headings are for convenience only and shall not define or limit the provisions of this Agreement.
(f)	Effect of Facsimile and Photocopied Signatures. This Agreement may be executed in several counterparts, each of which is an original.  It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts.  A copy of this Agreement signed by one Party and faxed to another Party shall be deemed to have been executed and delivered by the signing Party as though an original.  A photocopy of this Agreement shall be effective as an original for all purposes.

[Remainder of page left intentionally blank.  Signature page follows.]

-2-

           This Agreement has been executed by the Parties on the date first written above, with an Effective Date as provided above.

MOPIE (BVI) LIMITED

BY:_________________________________

      Michael Wainstein, Director

PURCHASER

____________________________________

Name of Corporation [If applicable]

(please type or print)

By:_________________________________

Name:______________________________

Title:________________________________

-3-

EX-10.10

Exhibit 10.10

Confidential

Exclusive Agreement on the Option of Transfer of Shares

of

Shanghai Mopietek Information Technology Co., Ltd.

Between

Shi Yongmei

Song Zhiling

Shanghai Mopietek Information Technology Co., Ltd.

And

Shanghai Information Technology (Molong) Co., Ltd.

Dated this July 1, 2007

Exclusive Agreement on Option of Share Transfer

This Exclusive Agreement on Option of Share Transfer (“this Agreement”) is executed by and between the parties below on July 1st 2007 in Shanghai, People’s Republic of China (“China” or “PRC”):

	1.	Shi Yongmei, a Chinese citizen (ID No: XXXXXXXXXXXXXXXXXX)
	2.	Song Zhiling, a Chinese citizen (ID No: XXXXXXXXXXXXXXXXXX);
		(Song Yongmei and Song Zhiling are separately or collected referred to as “Existing Shareholders”)
	3.	Shanghai Information Technology (Molong) Co., Ltd. (“Molong”)
		Registered address: Room 1105 No. 1 Lane 127 Guotai Road, Yangpu District, Shanghai
	4.	Shanghai Mopietek Information Technology Co., Ltd (“Mopietek”)
		Registered address: Room 1103 No. 1 Lane 127 Guotai Road, Yangpu District, Shanghai
		(In this Agreement, the four parties are separately referred to as “a Party”, and collectively referred to as “the Parties”)
WHEREAS,
	(1)	Existing Shareholders are registered shareholders of Mopietek who lawfully hold all shares of Mopietek. Exhibit 1 lists the amount of contributions and proportion of of stocks of Existing Shareholders in Mopietek registered capital upon execution date hereof.
	(2)	Existing Shareholders wish to transfer their shares in Mopietek to Molong and/or any entity or individual designated by Molong pursuant to applicable laws of China, and Molong agrees to accept such transfer.
	(3)	For such transfer, Existing Shareholders agree to jointly grant an irrevocable, exclusive option of share transfer to Molong (“Option of Share Transfer”), by which, to the extent permitted by the Chinese laws, the Existing Shareholders shall, as requested by Molong, transfer the option shares (as defined below) to Molong and/or any entity or individual designated by Molong in accordance with the provisions hereunder.
	(4)	Mopietek agrees with such granting of the option from Existing Shareholders to Molong in accordance with the provisions hereunder.
	Now therefore, the parties agree as follows:
Article 1 Definitions

1.1 Unless otherwise stipulated in the context, the following terms have the meaning as defined below:

-2-

Designated Representative: as defined in article 3.7 hereto.

Permits and Licenses:	any approval, license, filing or registration necessary for Mopietek to lawfully and validly operate information service business in category-II value-added telecom business in China (exclusive of fixed phone business and Internet information service) and information service business in category-II value-added telecom business in Shanghai (limited to Internet information service only), including but not limited to Business License for Enterprise as Legal Person, Taxation Registration Certificate, License for Value-added Telecom Business, and any other necessary approvals and licenses as required by applicable laws of China.
Confidential Information:	as defined in article 8.1 hereto.
Default Party:	as defined in article 11.1 hereto.
Default:	as defined in article 11.1 hereto.
Notice of Exercise:	as defined in article 3.5 hereto.
Mopietek Registered Capital:	10 Million RMB upon execution of this Agreement, and any additional registered capital within the term of this Agreement.
Mopietek Assets:	all tangible and intangible assets of Mopietek derived or legally used by Mopietek during the term of this Agreement, including but not limited to any real estate, personal property, trademark, copyright, patent, proprietary technologies, domain name, software license and other IPRs.
Material Agreement:	Any agreement binding upon Mopietek and having material impact on Mopietek business or assets, including but not limited to Exclusive Agreement of Technology License and Service reached between Mopietek and Molong, and any other agreement related to Mopietek business.

-3-

Conforming Party:	as defined in article 11.1 hereto.
Option of Shares:	for each Existing Shareholder, all shares of Mopietek registered capital held by each Existing Shareholder; for all Existing Shareholders, all shares of Mopietek registered capital held by Existing Shareholders.
Chinese Laws:	prevailing Chinese laws, administrative regulations, by-laws, local rules, juridical explanation and other binding regulatory documents.
Letter of Attorney:	as defined in article 3.7 hereto.
Subject Right:	as defined in article 12.5 hereto.
Maximum Shareholding Percentage:	as defined in article 3.2 hereto.
Right of Share Transfer:	when exercising the option of share transfer (“Exercise”), Molong, according to article 3.2 hereto, is entitled to request either or both Existing Shareholders to transfer all or part of shares of Mopietek to Molong or any entity or individual designated by Molong, at the sole discretion of Molong in light of then prevailing Chinese Laws and business factors.
Transfer Price:	according to article 4 hereto, upon each Exercise, all consideration of the shares hereunder purchased by Molong or any entity or individual designated by Molong paid to Existing Shareholders.

1.2	Any reference of any Chinese laws hereunder shall be deemed as:
	(1)	Inclusive of any amendment, change, addition and replacement thereof, whether prior to or after the execution date hereunder; and
	(2)	Inclusive of any other decision, notice and regulation pursuant to or effective as per such laws.

1.3 Unless otherwise set in the context, the articles, clauses, items and paragraphs hereto refer to the provisions hereto.

-4-

Article 2 Granting of Option of Share Transfer
2.1	The Existing Shareholders separately and jointly agree to grant irrevocable, exclusive option of share transfer to Molong without any conditions, by which Molong is entitled, to the extent permitted by the Chinese laws, request Existing Shareholders to transfer their shares in Mopietek to Molong and/or any entity or individual designated by Molong in the manner set hereunder, and Molong hereby accepts such option.
2.2	Mopietek hereby agrees that Existing Shareholders should transfer such option to Molong according to article 2.1 and other provisions hereto.
Article 3 Manner of Exercise
3.1	To the extent permitted by the Chinese laws, Molong may, at its sole discretion, determine the time, manner and times of Exercise.
3.2	If Molong or the entity or individual designated by Molong are permitted by then prevailing Chinese Laws to hold all shares of Mopietek, Molong is entitled to exercise the option hereunder once for all, when Molong and/or any entity or individual designated by Molong shall acquire all Option Shares transferred by the Existing Shareholders; if Molong or the entity or individual designated by Molong are permitted by then prevailing Chinese Laws to hold only part of shares of Mopietek, Molong is entitled to exercise the option hereunder not exceeding the maximum shareholding percentage as stipulated by prevailing Chinese Laws (“Maximum Shareholding Percentage”), when Molong and/or any entity or individual designated by Molong shall acquire such part of Option Shares transferred by the Existing Shareholders. In the latter case, Molong is entitled to exercise the Option within the rising Maximum Shareholding Percentage as permitted by Chinese Laws for more than once, until holding up to 100% shares of Mopietek.
3.3	Upon each Exercise, Molong is entitled to designate the number of Option Shares to be transferred by Existing Shareholders to Molong and/or any entity or individual designated by Molong, when the Existing Shareholders should transfer such number of Option Shares to Molong and/or any entity or individual designated by Molong. Molong and/or any entity or individual designated by Molong should pay Existing Shareholders the Transfer Price with regard to such number of Option Shares upon each Exercise.
3.4	Upon each Exercise, Molong or any third party designated by Molong may accept all or part of the Option Shares.
3.5	Upon each Exercise, Molong shall issue the notice of exercising the transfer option (“Exercise Notice”, with the format set in exhibit 2 hereto). Upon the receipt of such notice, Existing Shareholders should transfer the shares under the notice, in the manner set in article 3.3 hereto, to Molong and/or any entity or individual designated by Molong once for all.

-5-

3.6 The Existing Shareholders separately and jointly promise and warrant that, upon receipt of the Exercise Notice, they shall:

(1) Immediately hold shareholder meeting, adopt a shareholder resolution and take all necessary actions to cause the transfer of all Option Shares to Molong and/or any entity or individual designated by Molong at the Transfer Price;

(2)

Immediately enter into the share transfer agreement with Molong and/or any entity or individual designated by Molong to transfer all Option Shares to Molong and/or any entity or individual designated by Molong; and

(3)

As requested by Molong and applicable laws/regulations, provide reasonable assistance to Molong (including supplying and executing of all relevant legal documents, going through all necessary government approval and registration procedures, undertaking all relevant obligations) to enable Molong and/or any entity or individual designated by Molong to obtain all Option Shares without any legal defects.

3.7 Upon execution of this Agreement, the Existing Shareholders should separately execute a letter of attorney (“Letter of Attorney”, with the format set in exhibit 3 hereto) to appoint any one designated by Molong (“Designated Representative”) to execute any and all necessary legal documents according to this Agreement on behalf of such Existing Shareholders to enable Molong and/or any entity or individual designated by Molong to obtain all Option Shares without any legal defects. The Letter of Attorney shall be kept by Molong, and Molong is entitled to, when necessary, request Existing Shareholders to execute duplicates of the Letter of Attorney, and furnish such Letter of Attorney to competent government authorities. Existing Shareholders shall rescind the appointment of such Designated Representative immediately upon the receipt of the written notice of Molong for replacing such representative, and appoint other representative designated by Molong to execute any and all necessary legal documents according to this Agreement on behalf of such Existing Shareholders. The replacing Letter of Attorney shall forthwith supercede the original one; otherwise Existing Shareholders shall not rescind the Letter of Attorney to the Designated Representative.

Article 4 Transfer Price
Upon each Exercise, Molong and/or any entity or individual designated by Molong shall pay the minimum price permitted by the prevailing Chinese laws to Existing Shareholders as the Transfer Price.
Article 5 Warranty and Presentations
5.1	Existing Shareholders separately and jointly warrant and present as below, which shall remain valid as if made upon each Exercise.
	5.1.1	Existing Shareholders are Chinese citizens of full capacity, havecomplete and independent legal status and capacity to execute, deliverand perform this Agreement, and can act as an independent party of anylitigation.

-6-

5.1.2	Mopietek is a limited liability company duly registered and existing under Chinese Laws, is qualified as an independent legal entity, has complete and independent legal status and capacity to execute, deliver and perform this Agreement, and can act as an independent party of any litigation.
5.1.3	Existing Shareholders have full authorization and power for execution and delivery of this Agreement and any other necessary documents in connection with the transaction hereunder; and full authorization and power for the transaction hereunder.
5.1.4	This Agreement is duly and properly executed and delivered by Existing Shareholders, constitutes lawful and binding obligations of the parties hereto, and can be enforced accordingly.
5.1.5	Existing Shareholders, upon effective date of this Agreement, are lawful registered owner of the Option Shares. Except for the rights under this Agreement, Share Pledge Agreement with Molong, and Trust Agreement of Shareholder Voting Rights with Molong and Mopietek, the Option Shares are not burdened with any lieu, pledge, claim, other guarantee and third-party rights. According to this Agreement, Molong and/or any entity or individual designated by Molong, after each Exercise, will procure the good ownership of the Option Shares without any lieu, pledge, claim, other guarantee and third-party rights.
5.2	Mopietek hereby warrants and represents that:
	5.2.1	Mopietek is a limited liability company duly registered and existing under Chinese Laws, is qualified as an independent legal entity, has complete and independent legal status and capacity to execute, deliver and perform this Agreement, and can act as an independent party of any litigation.

5.2.2	Mopietek has full authorization and power for execution and delivery of this Agreement and any other necessary documents in connection with the transaction hereunder; and full authorization and power for the transaction hereunder.
5.2.3	This Agreement is legally and properly executed and delivered by Mopietek, and constitutes lawful and binding obligations of Mopietek.
5.2.4	Upon execution of this Agreement, Existing Shareholders are all legally registered shareholders of Mopietek. According to this Agreement, Molong and/or any entity or individual designated by Molong, after each Exercise, will procure the good ownership of the Option Shares without any lieu, pledge, claim, other guarantee and third-party rights.

-7-

	5.2.5	Upon execution of this Agreement, Mopietek has all necessary Permits and Licenses for its operation, has full authorization and qualification to operate information service business in category-II value-added telecom business in China (exclusive of fixed phone business and Internet information service) and information service business in category-II value-added telecom business in Shanghai (limited to Internet information service only). Since the incorporation, Mopietek has never violated or possibly violated any regulations and rules of industrial and commercial, tax, telecom, quality and technical supervision, labor and social security authorities, and other government agencies, nor involved into any conflict arising out of any contract violation.
Article 6 Promise of Existing Shareholders
The Existing Shareholders hereby respectively warrants that:

6.1	During the term hereof, take all reasonable measures to assist Mopietek to procure, and maintain the validity of, all necessary Permits and Licenses for its operation.
6.2	During the term hereof, without prior written consent of Molong:

6.2.1	No Existing Shareholders shall transfer or dispose, in any manner, any Option Shares, or place any pledge or third-party rights on any Option Shares.
6.2.2	Not increase or decrease registered capital of Mopietek;
6.2.3	Not dispose or cause Mopietek management to dispose any Mopietek assets (except for normal business operation);
6.2.4	Not terminate, or cause Mopietek management to terminate any Material Agreement binding upon Mopietek, nor to enter into any agreement in conflict with any Material Agreement;
6.2.5	Not appoint or replace any Mopietek director, supervisor or managing personal appointed by Existing Shareholders;
6.2.6	Not request or agree Mopietek to declare or distribute any allocable profit, dividend, bonus or stock interest;
6.2.7	Guarantee that Mopietek will legally exist, and shall not be terminated, liquidated or dissolved;
6.2.8	Not cause or agree with any modification of Mopietek articles of association; and
6.2.9	Guarantee that Mopietek will not have any debt or creditor right, or guarantee or any other guarantee activities, or any other material obligations except for normal business operation.

-8-

6.3	During the term of this Agreement, Existing Shareholders will try every reasonable endeavors to promote Mopietek business, ensure Mopietek’s legal and regulated operation, and will not take any action or no-action that may impair Mopietek assets, goodwill and validity of Mopietek Permits and Licenses.
Article 7 Promises of Mopietek
7.1	Mopietek will try every reasonable endeavors to procure any necessary third-party consent, approval, waiver, authorization or any government approval, license, exemption or any registration or filing with any government agency (statutory) for execution and performance of this Agreement, granting of the Option hereunder.
7.2	Without prior written consent of Molong, Mopietek will not assist with or permit Existing Shareholders to transfer or dispose of, in any other manner, any Option of Share Transfer, or place any pledge or third-party right on any Option of Share Transfer.
7.3	Mopietek will not, nor permit any third party to, take any action or no-action adversely impacting the rights of Molong hereunder.
Article 8 Non Disclosure
8.1	Regardless of termination of this Agreement, Existing Shareholders shall not disclose the following information (“Confidential Information”):
	(i)	Execution, performance and contents of this Agreement;
	(ii)	Any trade secret, confidential information and customer information of Mopietek disclosed to or received by Existing Shareholders for execution and performance of this Agreement;
	(iii)	Any trade secret, confidential information and customer information of Mopietek disclosed to or received by Existing Shareholders acting as the shareholders of Mopietek.

Existing Shareholders shall not use such Confidential Information except for the performance of this Agreement. Without written consent of Molong, no Existing Shareholders shall disclose above Confidential Information to any third party, any default party herein shall be liable for default liability and indemnify any loss thus incurred.

8.2	Upon termination of this Agreement, the Existing Shareholders shall return, destroy or dispose of all documents, materials and software containing Confidential Information as requested by Molong, and stop any use thereof.
8.3	Notwithstanding provisions to the contrary, the provisions herein shall survive any termination or suspension of this Agreement.

-9-

Article 9 Term
This Agreement shall take effect upon due execution, and be terminated when all Option Shares are transferred to Molong and/or other entity or individual designated by Molong.
Article 10 Notices
10.1	Any notice, demand, request and other correspondence requested by or made in accordance with this Agreement shall be sent to the other party in writing.
10.2	Above notice or correspondence sent by fax or telex shall be deemed as given upon sending out; or deemed as given upon personal delivery; or five (5) days after mailing.
Article 11 Defaults
11.1	The parties agree and confirm that either party (“Default Party”) in material violation of any provision hereto or material default of any obligation hereto constitute the default against this Agreement (“Default”), when the conforming party (“Conforming Party”) is entitled to notify the Default Party to make correction or remedy thereof within reasonable period. In case of no correction or remedy within the reasonable period or within ten (10) days after the written notice thereof, if the Default Party is Existing Shareholder or Mopietek, the Conforming Party is entitled to resort to any one of the following solutions: (1) Terminate this agreement and claim all indemnification of any loss thus incurred; or (2) Request performance of the obligations hereunder and claim all indemnification of any loss thus incurred; if the Default Party is Molong, the Conforming Party is entitled to request the Default Party to perform obligations hereunder and claim all indemnification of any loss thus incurred.
11.2	The parties agree and confirm that neither Existing Shareholder nor Mopietek shall terminate this Agreement in any circumstances.
11.3	The rights and remedies hereunder are accumulative, and shall not exclude any other legal rights and remedies.
11.4	Notwithstanding any provisions to the contrary, the provisions herein shall survive any termination or suspension of this Agreement.
Article 12 Miscellaneous
12.1	This Agreement is made in Chinese in four (4) originals with each party holding one (1) copy.
12.2	The execution, effectiveness, performance, amendment, interpretation and termination of this Agreement are governed by laws of China.
12.3	Any dispute arising out of or in connection with this Agreement shall be settled via mutual consultation. Any dispute failing friendly settlement within thirty (30) days shall be submitted to China International Economic and Trade Arbitration Commission Shanghai Branch for arbitration under its then prevailing rules. The arbitration is final and binding upon the parties.

-10-

12.4	Any rights, power and remedy granted to the parties hereunder shall not preclude any other right, power or remedy of such party in accordance with applicable laws/regulations and other provisions hereto, any exercise of such right, power and remedy shall not preclude such party of the exercise of other right, power and remedy.
12.5	Any non-exercise or delay in exercising any right, power and remedy hereunder or under applicable laws (“such Right”) shall not lead to any waiver of such Right, any waiver of single or part of such Right shall not preclude the right of such party to exercise such Right in any other manner or exercise other rights.
12.6	The headings hereto are for reference only, and shall not influence the interpretation of the provisions hereto.
12.7	Any provision hereto constitutes a several part of this Agreement. Any provision or provisions found invalid, illegal or unenforceable any time shall not prejudice against the validity, legality and enforceability of any other provisions hereto.
12.8	This Agreement as duly executed shall supercede any previous oral or written agreement regarding the subject matter hereunder among the parties hereto. Any amendment and addition thereof shall be made in writing, and take effect upon due execution of the parties hereto.
12.9	Without prior written consent of Molong, neither Existing Shareholders nor Mopietek shall transfer any rights and/or obligations hereunder to any third party, Molong is entitled to transfer any rights and/or obligations of Molong hereunder to any third party with notice thereof to Existing Shareholders and Mopietek.
12.10	This Agreement is binding upon lawful successors of the parties hereto.

(End of text)

-11-

[Signature Page]

Now therefore, the parties hereby set their hands on this exclusive Agreement as of the date first above written.

Shi Yongmei

Signature:

Song Zhiling

Signature:

Shanghai Information Technology (Molong) Co., Ltd. (seal)

Signature: Fu Qian

Name:

Title: authorized representative

Shanghai Mopietek Information Technology Co., Ltd (seal)

Signature: Song Zhiling

Name:

Title: authorized representative

-12-

Exhibit 1

Profile of Mopietek

Name: Shanghai Mopietek Information Technology Co., Ltd.

Registered address: Room 1103 No. 1 Lane 127 Guotai Road, Yangpu District, Shanghai

Registered capital: 10 Million RMB

Legal representative: Song Zhiling

Shareholding Structure

Shareholders	Amount of contribution	Shareholding proportion
Shi Yongmei	9 Million RMB	90%
Song Zhiling	1 Million RMB	10%
Total	10 Million RMB	100%

Financial year: January 1 to December 31 in one calendar year

-13-

Exhibit 2

Sample of Notice of Exercise

To: [Existing Shareholders]

Your attention is invited to the Exclusive Agreement on Option of Share Transfer (“Option Agreement”) executed by our company with you and Shanghai Mopietek Information Technology Co., Ltd. (“Mopietek”), by which you should, as requested by our company when permitted by then prevailing Chinese laws and regulations, to transfer the shares of Mopietek held by you/your company to us or any third party designated by us.

We hereby notify you as below:

We request to exercise the share-transfer option under the Option Agreement, by which ____% shares of Mopietek held by you (“Transfer Shares”) shall be transferred to us/[company/individual] designated by us. You should, upon the receipt of this notice, forthwith transfer the Transfer Shares to us/[company/individual] designated by us.

Yours faithfully

Shanghai Information Technology (Molong) Co., Ltd.

(seal)

Authorized representative:

Date:

-14-

Exhibit 3:

Sample of Letter of Attorney

I, _______, hereby irrevocably appoint ___________ [ID No.________] as my authorized representative to execute the share transfer agreement and other necessary legal documents about the shares of Shanghai Mopietek Information Technology Co., Ltd. among me, Shanghai Mopietek Information Technology Co., Ltd. and Shanghai Information Technology (Molong) Co., Ltd..

Signature:

Date:

-15-

EX-10.11

Exhibit 10.11

EXCLUSIVE TECHNICAL

AND CONSULTING SERVICES AGREEMENT

This Exclusive Technical Consulting and Services Agreement (the “Agreement”) is entered into in [       ]. China, as of 1st, July, 2007, between the following two parties,

Party A:
	Shanghai Information Technology (Molong) Co., Ltd. (“Molong”)
	Registered address: Room 1105 No. 1 Lane 127 Guotai Road, Yangpu District, Shanghai
		Legal representative: Fu Qian

Party B:
	Shanghai Mopietek Information Technology Co., Ltd (“Mopietek”)
	Registered address: Room 1103 No. 1 Lane 127 Guotai Road, Yangpu District, Shanghai
		Legal representative: Song Zhiling

WHEREAS,
1.	Party A, a wholly foreign-owned enterprise registered in People’s Republic of China (the “PRC”) under the laws of PRC, which owns resources to provide the software development and the technical and consulting services.
2.	Party B, a limited liability company established and registered in PRC with the license issued by relevant government authorities to engaging in the business of the value-added telecommunication service;
3.	Party A agrees to provide technical and consulting services for Party B, and Party B hereby agrees to accept such technical and consulting services.
WHEREAS, Party A and Party B, through friendly negotiation and based on the equality and mutual benefit, enter into the Agreement as follows:
1.	Technical Consulting and Services; Ownership and Exclusive Interests

1.1	During the term of this Agreement, Party A agrees to provide the relevant technical consulting and services (detailed businesses are specified in Appendix 1) for Party B in accordance with the Agreement.
1.2	Party B hereby agrees to accept such technical and consulting services. Party B further agrees that, during the term of this Agreement, it shall not accept any third party (except for the party appointed by Party A) to provide such technical and consulting services in terms of the above-mentioned businesses without Party A’s prior written consent.

	1.3	Party A shall be the sole and exclusive owner of all rights, title, interests and intellectual property rights (including but not limited to, copyright, patent, know-how, commercial secret) arising from the performance of this Agreement, whether developed by Party A or by Party B based on Party A’s intellectual property.
	1.4	Party B undertakes that Party A shall have the priority right on cooperation with Party B or its affiliates in the same conditions in case Party B is going to cooperate with other enterprises in respect of any businesses.
2.	Calculation and Payment of the Fee for Technical and Consulting Services (the “Fee”)
	2.1	The Parties agree that the Fee under this Agreement shall be determined and paid according to the Appendix 2 hereof.
3.	Representations and Warranties
	3.1	Party A hereby makes representations and warranties as follows:

3.1.1	Party A is a company duly registered and validly existing under the laws of the PRC;
3.1.2	Party A shall perform this Agreement within its authority and its business scope, shall obtain necessary approvals from its company and the consents from the third party or the government authorities, and shall not be against any enforceable and effective laws or contracts; and

3.1.3 the agreement constitutes a legal, valid, binding and enforceable agreement to Party A upon its execution.

3.2	Party B hereby represents and warrants as follows:
	3.2.1	Party B is a company duly registered and validly existing under the laws of the PRC and is licensed to engage in the business of value-added telecommunication services in PRC;
	3.2.2	Party B shall continue to develop and grow its business to the best of its ability;
	3.2.3	Party B shall perform this Agreement within its authority and its business scope, and shall obtain and maintain all necessary approvals from its company and all consents from the third party or the government authorities or under law to enable it to carry on its business of value added telecommunication services in PRC, and shall not be in breach of any enforceable and effective laws or contracts in the PRC; and
	3.2.4	the Agreement constitutes a legal, valid, binding and enforceable agreement to Party B upon its execution.

-2-

4.	Confidentiality
	4.1	Party A and Party B agree to use all reasonable means to protect and maintain the confidentiality of the confidential data and information acknowledged or received (collectively the “Confidential Information”).  Neither Party shall disclose, provide or transfer any Confidential Information to any third party without the other Party’s prior written consent.  Upon termination or expiration of this Agreement, each Party shall, at the other Party’s option, return all and any documents, information or software contained any of Confidential Information to the original owner, or destroy or delete all Confidential Information from any memory devices, and never use them again. Each Party shall take necessary measures to disclose Confidential Information only to the employees, agents or professional consultants who are necessary to know and procure them to observe the confidential obligations hereunder.
	4.2	The above restrictions shall not apply to:

		4.2.1	the materials available to the public at the time of disclosure;
		4.2.2	the materials that become available to the public after the disclosure not due to the fault of any Party;
		4.2.3	the materials, which are not obtained directly or indirectly from any other party, proved to be known by Party B before the disclosure; or
		4.2.4	the information that each Party is required by law to disclose to relevant government authorities and stock exchanges, or that is necessary to disclose the above Confidential Information directly to its legal counselor or financial consultant in order for its ordinary business purpose.
	4.3	Both Parties agree that this Article shall survive the modification, rescission or termination of this Agreement.
5.	Indemnity
	5.1	In the event that either Party breaches this Agreement or fails to fully carry out any of its representations and warranties hereunder, the non-breaching Party may send a written notice to the breaching Party so as to order the breaching Party to correct the breaching acts within ten (10) days thereof, to take sufficient, effective and timely measures to avoid the damages, and to continue the performance of this Agreement.  If any damage occurs, the breaching Party shall compensate the non-breaching Party for its losses.
	5.2	The total amount of compensation paid by breaching Party to non-breaching Party shall be equivalent to the total losses incurred due to breaches, including all interests that the non-breaching Party should gain in case the Agreement are performed.  However, such compensation shall not exceed the reasonable expectation of both Parties.

-3-

	5.3	If both Parties are in breach of this Agreement, each Party shall bear their respective liabilities to the extent of their respective breaches.
6.	Effective Date, Performance and Term
	6.1	This Agreement shall be executed and come into effect as of the date first set forth above.
	6.2	This Agreement shall be terminated as of the date when Party A dissolves according to its Articles of Association or the PRC laws.
7.	Termination
	7.1	During the term of this Agreement, Party B shall not early terminate this Agreement. Notwithstanding the above-mentioned, Party A may terminate this Agreement at any time with a written notice to Party B thirty (30) days in advance.
	7.2	Article 4 and 5 shall survive after the termination or expiration of this Agreement.
8.	Disputes Resolution
	8.1	The Parties shall strive to settle any dispute arising from the interpretation or performance in connection with this Agreement through friendly consultation.  In case no settlement can be reached through consultation, each party may submit such matter to Hangzhou Arbitration Commission for arbitration in accordance with its current effective rules. The arbitration proceedings shall be conducted in Chinese and shall take place in Hangzhou.  The arbitration award shall be final and binding upon both Parties.  This article shall survive the termination or recession of this Agreement.
	8.2	Each Party shall continue to perform its obligations in good faith according to the provisions of this Agreement except for the matters in dispute.
9.	Force Majeure
	9.1	Force Majeure, including but not limited to, acts of governments, acts of nature, fire, explosion, typhoon, flood, earthquake, tide, lightning and war, means any event that is beyond the party’s reasonable control and cannot be prevented with reasonable care.  However, any shortage of credit, capital or finance shall not be regarded as an event of Force Majeure.  The affected party, who requests to release its obligations under this Agreement due to the Force Majeure, shall inform the other party, without delay, of such Force Majeure and the necessary approaches to perform this Agreement.
	9.2	In the event that the affected party is delayed in or prevented from performing its obligations under this Agreement by Force Majeure, the affected Party may be exempted from the liability to the extent of the part delayed or prevented by the Force Majeure.  The affected party shall take appropriate measures to minimize or remove the effects of Force Majeure and use its best endeavors to resume performing the obligations delayed or prevented by the event of Force Majeure. After the event of Force Majeure is removed, both parties agree to resume performing this Agreement with their best efforts.

-4-

10.	Notices
	Notices or other communications required to be given by any party pursuant to this Agreement shall be in written form and be delivered in person or sent by registered mail or postage prepaid mail or by a recognized courier service or by facsimile transmission or by E-mail to the address of the relevant party or parties set forth below:
Party A:
	Shanghai Information Technology (Molong) Co., Ltd. (“Molong”)
	Registered address: Room 1105 No. 1 Lane 127 Guotai Road, Yangpu District, Shanghai
		Fax:
		Tele:
		Addressee:
		E-mail:
Party B:
	Shanghai Mopietek Information Technology Co., Ltd (“Mopietek”)
	Registered address: Room 1103 No. 1 Lane 127 Guotai Road, Yangpu District, Shanghai
		Fax:
		Tele:
		Addressee:
		E-mail:
11.	Assignment
	Party B shall not assign its rights or obligations under this Agreement to any third party without Party A’s prior written consent. Party A shall transfer its rights or obligations under this Agreement to any third party without the consent of Party B, but shall inform Party B of the above assignment.
12.	Severability
	Any provision of this Agreement that is invalid or unenforceable because of any inconsistency with relevant law shall be ineffective or unenforceable within such jurisdiction where the relevant law governs, but shall not affect in any way the remaining provisions hereof.

-5-

13.	Amendment and Supplement
	Any amendment and supplement of this Agreement shall be made in a written form.  The amendment and supplement duly executed by both parties shall be part of this Agreement and shall have the same legal effect as this Agreement.
14.	Governing Law
	The execution, validity, performance and interpretation of this Agreement shall be governed by and construed in accordance with the PRC laws.
15.	Language
	This Agreement is written in two (2) originals in both Chinese and English; each Party holds one (1) original; if any discrepancies between the two languages, the Chinese version shall prevail.

-6-

This is the execution page of this EXCLUSIVE TECHNICAL AND CONSULTING SERVICES AGREEMENT between Wisdom Choice (Hangzhou) Software Technology Co. Ltd. and Hangzhou ColorComm Software Technology Co., Ltd

Party A: Shanghai Information Technology (Molong) Co., Ltd.

Authorized Representative: _________________ (Signature)

Fu Qian

Party B: Shanghai Mopietek Information Technology Co., Ltd

Authorized Representative: _________________ (Signature)

Song Zhiling

-7-

Appendix 1

The list of Technical and Consulting Services

1. provision of all necessary technical operation platform;

2. provision of technical support and training to maintain the network ;

3. provision of technology and training for website security;

4. design and implementation of the integrated structure of the network and the website, including the installation of the server system and instant maintenances and repairing.

5. development and test of new products (including software);

6. marketing plan of new products;

7. conception, creation, design, update and maintenance of the web pages;

8. maintenance of the customer service platform;

9. training services for the employees;

10. study and analysis on market;

11. public relationship service;

12. [others].

-8-

Appendix 2

Calculation and Payment of

the Fee for Technical and Consulting Services

The service Fee hereunder shall initially be monthly calculated at the rate of 90% of Party B’s monthly net profit, and shall be adjusted from time to time through both Parties’ negotiation, but in no event lower than 80% of Party B’s monthly net profit. The exact proportion above mentioned can be decided and adjusted by Party A’s board of directors in accordance with Party B’s actual operation and shall be calculated quarterly.  In consideration of the development of Party B’s business in the future, both Parties agree that Party B shall keep no less than US$ 1.5 Million cash or cash equivalence in its account. In case, Party B fails to pay the service Fee at the above-mentioned rate at the end of any quarter, Party A’s board of directors shall be entitled to decrease or remove part or all of the Fee of the quarter thereof.

-9-

EX-10.12

Exhibit 10.12

AGREEMENT TO RECONFIRM AND AMEND STOCK

 PURCHASE AGREEMENT BETWEEN MOPIE (BVI) LIMITED

 AND LUCKYBULL LIMITED

This Agreement to Reconfirm and Amend Stock Purchase Agreement Between Mopie (BVI) Limited and Luckybull Limited (the “Agreement”) is made and entered into this day of ___________, 2008, to be effective as of as of ___________, 2007 (the “Effective Date”), by and between MOPIE (BVI) LIMITED, a British Virgin Islands corporation (hereinafter referred to as the "Company"), LUCKYBULL LIMITED, a British Virgin Islands corporation (hereinafter referred to as "Luckybull"), and TAN KEE CHEN, an individual who has an address of Block 234 #12-438, Yishun Street 21, Singapore 760234, and passport number A13990595 (hereinafter referred to as "Chen"), each individually a “Party” and collectively the “Parties.”

W I T N E S S E T H:

WHEREAS, the Parties previously entered into a Stock Purchase Agreement on or around ________, 2007 (attached hereto as Exhibit A, the “Stock Purchase”), pursuant to which the Parties agreed that the Company would purchase 100% of the outstanding shares of Luckybull from Chen in consideration for a Convertible Promissory Note in the amount of $30,000,000, which had the right to convert into 22,500,000 shares of the Company’s common stock in the event such Convertible Promissory Note was not paid within one hundred and eighty (180) days from the closing date of the Stock Purchase (the “Convertible Note”);

WHEREAS, the Parties now desire to reconfirm the terms and conditions of the Stock Purchase and the Convertible Note, subject to the amendments described below; and

WHEREAS, the Parties now desire to amend the terms and conditions of the Stock Purchase and the Convertible Note, to provide that Chen will receive four million five hundred thousand (4,500,000) shares of the Company’s common stock, in lieu of the twenty two million five hundred thousand (22,500,000) shares originally provided for, and to allow for the immediate conversion of such Convertible Note into the 4,500,000 shares of the Company’s common stock.

 NOW, THEREFORE, in consideration for the promises and pledges contained below and other good and valuable consideration, which consideration the Parties acknowledge receipt of, and the premises and the mutual covenants, agreements, and considerations herein contained, the Parties hereto agree as follows:

1.	Reconfirmation of the Stock Purchase and Convertible Note.
	The Parties agree to reconfirm the Stock Purchase and Convertible Note (the “Reconfirmation”), whereby all terms and conditions of the Stock Purchase and Convertible Note are in full force and effect, and binding upon all Parties to this Agreement, subject to the amendments below ..

2.	Amendment to Reduce Conversion Shares of the Convertible Note.
	The Parties agree to amend the terms of the Stock Purchase and Convertible Note to provide that Chen will receive four million five hundred thousand (4,500,000) shares of the Company’s common stock (the “Company Shares”), in lieu of the twenty two million five hundred thousand (22,500,000) shares of the Company’s common stock originally provided for in the Stock Purchase and Convertible Note.  The Parties agree that the amendments shall be effective as of the date of this Agreement.
3.	Amendment to Conversion of Convertible Note.
	The Parties agree to amend the terms of the Stock Purchase and Convertible Note to allow for conversion of the Convertible Note into the Company Shares in connection with his entry into this Agreement and that such Convertible Note shall be automatically converted into the Company Shares in connection with the Parties’ entry into this Agreement (the “Conversion”).
	Chen further agrees that following the Conversion, the Company will not owe him any other consideration pursuant to the Stock Purchase and that the Convertible Note shall be satisfied in full. The Parties agree that the amendments shall be effective as of the date of this Agreement.
4.	Miscellaneous.

(a)	Assignment.  All of the terms, provisions and conditions of this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the Parties hereto and their respective successors and permitted assigns.
(b)	Applicable Law.  This Agreement shall be construed in accordance with and governed by the laws of the State of New York, excluding any provision of this Agreement which would require the use of the laws of any other jurisdiction.
(c)	Entire Agreement, Amendments and Waivers.  This Agreement constitutes the entire agreement of the Parties hereto and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, with respect to the subject matter hereof.  No variations, modifications, changes or extensions of this Agreement or any other terms hereof shall be binding upon any Party hereto unless set forth in a document duly executed by such Party or an authorized agent or such Party.
(d)	Waiver. No failure on the part of any Party to enforce any provisions of this Agreement will act as a waiver of the right to enforce that provision.

-2-

(e)

Section Headings. Section headings are for convenience only and shall not define or limit the provisions of this Agreement.

(f)

Effect of Facsimile and Photocopied Signatures. This Agreement may be executed in several counterparts, each of which is an original.  It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts.  A copy of this Agreement signed by one Party and faxed to another Party shall be deemed to have been executed and delivered by the signing Party as though an original.  A photocopy of this Agreement shall be effective as an original for all purposes.

[Remainder of page left intentionally blank.  Signature page follows.]

-3-

           This Agreement has been executed by the Parties on the date first written above, with an Effective Date as provided above.

MOPIE (BVI) LIMITED

BY: /s/ Michael Wainstein

Michael Wainstein, Director

LUCKYBULL LIMITED

BY: /s/ Tan Kee Chen

President

CHEN:

/s/ Tan Kee Chen

Tan Kee Chen

-4-

EX-10.13

Exhibit 10.13

AMENDED AND RESTATED

STOCK PURCHASE AGREEMENT

Between

MOPIE (BVI) LIMITED

and

LUCKYBULL LIMITED

Dated August 1, 2008

AMENDED AND RESTATED STOCK PURCHASE AGREEMENT

THIS AMENDED AND RESTATED STOCK PURCHASE AGREEMENT (hereinafter referred to as this "Agreement") is entered into as of this 1st day of August 2008, by and between MOPIE (BVI) LIMITED, a British Virgin Islands company (hereinafter referred to as the "Company"), LUCKYBULL LIMITED, a British Virgin Islands company (hereinafter referred to as "LUCKYBULL"), and Tan Kee Chen, who has an address of Block 234 #12-438, Yishun Street 21, Singapore 760234, and passport number A13990595 (the "LUCKYBULL Shareholder") who owns one hundred percent (100%) of the issued and outstanding shares of LUCKYBULL, upon the following premises:

Premises.

WHEREAS, the parties previously entered into a Stock Purchase Agreement or around December 6, 2007, which the Company’s British Virgin Island’s counsel has determined that certain aspects of the Stock Purchase Agreement was not correct pursuant to British Virgin Island’s law, and therefore the parties desire to enter into this Amended and Restated Stock Purchase Agreement to correct such defects;

WHEREAS, this Agreement shall amend, restate, replace and supersede in its entirety, the terms and conditions of the original Stock Purchase Agreement;

WHEREAS, the LUCKYBULL Shareholder owns one hundred percent (100%) of the issued and outstanding shares of the capital stock of LUCKYBULL;

WHEREAS, the Company is a privately held company incorporated under the laws of the British Virgin Islands;

WHEREAS, LUCKYBULL is a privately held company incorporated under the laws of the British Virgin Islands (“BVI”);

WHEREAS, the Company desires to acquire 100% of the issued and outstanding shares of LUCKYBULL in exchange for a Convertible Promissory Note in the aggregate amount of $30,000,000 Singapore dollars (the “Note”) and (the "Purchase Offer" or the “Purchase”), so that LUCKYBULL will become a wholly owned subsidiary of the Company; and

WHEREAS, the LUCKYBULL Shareholder desires to exchange all of his capital stock of LUCKYBULL solely in exchange for the Note.

Hereafter, all references to USD$, shall refer to United States dollars, and all references to S$, shall refer to Singapore dollars.

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, it is hereby agreed as follows:

ARTICLE I

REPRESENTATIONS, COVENANTS, AND WARRANTIES OF LUCKYBULL AND THE LUCKYBULL SHAREHOLDER

As an inducement to and to obtain the reliance of the Company, except as set forth on the LUCKYBULL Schedules (as hereinafter defined), LUCKYBULL and the LUCKYBULL Shareholder represent and warrant as follows:

-2-

Section 1.01	Organization.  LUCKYBULL is a company duly incorporated, validly existing, and in good standing under the laws of the British Virgin Islands 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 the states or countries in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification, except where failure to be so qualified would not have a material adverse effect on its business.  Included in the LUCKYBULL Schedules are complete and correct copies of the Memorandum and Articles of Association of LUCKYBULL ( “Articles” )  as in effect on the date hereof.  The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of LUCKYBULL's  Articles.  LUCKYBULL has taken all actions required by law, its Articles, or otherwise to authorize the execution and delivery of this Agreement.  LUCKYBULL has full power, authority, and legal right and has taken all action required by law, its Articles and otherwise to consummate the transactions herein contemplated.
Section 1.02	Capitalization.  The authorized capital of LUCKYBULL is USD$500,000 divided into 50,000,000 ordinary shares of USD$1.00 each, of which 8,100,000 shares or (USD$81,000 paid up) are currently issued and outstanding and no preferred shares.All issued and outstanding shares are legally issued, fully paid, and non-assessable and not issued in violation of the preemptive or other rights of any person.
Section 1.03	Subsidiaries and Predecessor Corporations.  Save for its wholly-owned subsidiary, Molong Information Technology (Shanghai) Co., Ltd, LUCKYBULL does not have any predecessor corporation(s) or subsidiary(ies), and does not own, beneficially or legally, any shares of any other corporation.
Section 1.04	Other Information.
	(a)	Except as otherwise provided in the LUCKYBULL Schedules, LUCKYBULL has no material liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable.
	(b)	LUCKYBULL has filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof.  Each of such income tax returns reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial.
	(c)	The books and records of LUCKYBULL are in all material respects complete and correct and have been maintained in accordance with good business and accounting practices.
	(d)	LUCKYBULL has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise in excess of Twenty-Five Thousand Dollars ($25,000), except as disclosed in writing to the Company on Schedule 1.04.
Section 1.05	Information.  The information concerning LUCKYBULL set forth in this Agreement and in the LUCKYBULL 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.  In addition, LUCKYBULL has fully disclosed in writing to the Company (through this Agreement or the LUCKYBULL Schedules) all information relating to matters involving LUCKYBULL or its assets or its present or past operations or activities which (i) indicated or may indicate, in the aggregate, the existence of a greater than Twenty-Five Thousand Dollars ($25,000) liability or diminution in value, (ii) have led or may lead to a competitive disadvantage on the part of LUCKYBULL, or (iii) either alone or in aggregation with other information covered by this Section, otherwise have led or may lead to a material adverse effect on the transactions contemplated herein or on LUCKYBULL, its assets, or its operations or activities as presently conducted or as contemplated to be conducted after the Closing Date, including, but not limited to, information relating to governmental, employee, environmental, litigation and securities matters and transactions with affiliates.

-3-

Section 1.06	Options or Warrants.  Except as otherwise provided in this Agreement, there are no existing options, warrants, calls, or commitments of LUCKYBULL of any character relating to the authorized and unissued LUCKYBULL common shares,
Section 1.07	Absence of Certain Changes or Events.  Except as set forth in this Agreement or the LUCKYBULL Schedules, since inception on 20th of July 2005:
	(a)	there has not been (i) any material adverse change in the proposed business, operations, properties, assets, or condition of LUCKYBULL or (ii) any damage, destruction, or loss to LUCKYBULL (whether or not covered by insurance) materially and adversely affecting the business or financial condition of LUCKYBULL;
	(b)	LUCKYBULL has not (i) amended its Articles (other than as supplied to LUCKYBULL in connection with Section 1.17, below); (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to shareholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital shares; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of LUCKYBULL; (iv) made any material change in its method of management, operation or accounting; (v) entered into any other material transaction other than sales in the ordinary course of its business; (vi) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000); or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees;
	(c)	LUCKYBULL has not (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $25,000 with the exception of its Memorandum of understanding and mandate with PCG BVI except as disclosed herein and except liabilities incurred in the ordinary course of business; (ii) paid or agreed to pay any material obligations or liability (absolute or contingent) other than current liabilities, and current liabilities incurred in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Twenty-Five Thousand Dollars ($25,000)), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Twenty-Five Thousand Dollars ($25,000)); or (iv) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of LUCKYBULL; and
	(d)	To the best knowledge of LUCKYBULL, LUCKYBULL has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of LUCKYBULL.
Section 1.08	Title and Related Matters.  No third party has any right to, and LUCKYBULL has not received any notice of infringement of or conflict with asserted rights of others with respect to, any product, technology, data, trade secrets, know-how, proprietary techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the proposed business, operations, financial condition, income, or business prospects of LUCKYBULL or any material portion of its properties, assets, or rights.
Section 1.09	Litigation and Proceedings.  Except as otherwise provided in this Agreement, there are no actions, suits, or proceedings pending or, to the knowledge of LUCKYBULL after reasonable investigation, threatened by or against LUCKYBULL or affecting LUCKYBULL or its 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.  LUCKYBULL does not have any knowledge of any material default on its part with respect to any judgment, order, injunction, decree, award, rule, or regulation of any court, arbitrator, or governmental agency or instrumentality or of any circumstances which, after reasonable investigation, would result in the discovery of such a default.

-4-

Section 1.10	Contracts.
	(a)	With the exception of the sale and purchase agreement dated 22 August 2007entered into between the Luckybull Shareholder and Enzer Corporation Limited, which the parties are currently in the process of rescinding, there are no material contracts, agreements, franchises, license agreements, debt instruments or other commitments to which LUCKYBULL is a party or by which it or any of its assets, products, technology, or properties are bound other than those incurred in the ordinary course of business (as used in this Agreement, a "material" contract, agreement, franchise, license agreement, debt instrument or commitment is one which (i) will remain in effect for more than six (6) months after the date of this Agreement and (ii) involves aggregate obligations of at least Twenty-Five Thousand Dollars ($25,000), unless otherwise disclosed pursuant to this Agreement;
	(b)	All contracts, agreements, franchises, license agreements, and other commitments, if any, to which LUCKYBULL is a party and which are material to the operations of LUCKYBULL taken as a whole are valid and enforceable by LUCKYBULL in all material respects, except as limited by bankruptcy and insolvency laws and by other laws affecting the rights of creditors generally;
	(c)	LUCKYBULL is not a party to or bound by, and the properties of LUCKYBULL are not subject to, any contract, agreement, other commitment or instrument; any charter or other corporate restriction; or any judgment, order, writ, injunction, decree, or award which materially and adversely affects, the business operations, properties, assets, or condition of LUCKYBULL; and
	(d)	Except as included or described in the LUCKYBULL Schedules, LUCKYBULL is not a party to any oral or written (i) contract for the employment of any officer or employee which is not terminable on thirty (30) days, or less notice; (ii) profit sharing, bonus, deferred compensation, stock option, severance pay, pension benefit or retirement plan; (iii) agreement, contract, or indenture relating to the borrowing of money; (iv) guaranty of any obligation, other than one on which LUCKYBULL is a primary obligor, for the borrowing of money or otherwise, excluding endorsements made for collection and other guaranties of obligations which, in the aggregate do not exceed more than one (1) year or providing for payments in excess of Twenty-Five Thousand Dollars ($25,000) in the aggregate; (v) collective bargaining agreement; or (vi) agreement with any present or former officer or director of LUCKYBULL.
Section 1.11	Material Contract Defaults.  LUCKYBULL is not in default in any material respect under the terms of any outstanding material contract, agreement, lease, or other commitment which is material to the business, operations, properties, assets or condition of LUCKYBULL and there is no event of default in any material respect under any such contract, agreement, lease, or other commitment in respect of which LUCKYBULL has not taken adequate steps to prevent such a default from occurring.
Section 1.12	No Conflict With Other Instruments.  The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, constitute an event of default under, or terminate, accelerate or modify the terms of any material indenture, mortgage, deed of trust, or other material contract, agreement, or instrument to which LUCKYBULL is a party or to which any of its properties or operations are subject.
Section 1.13	Governmental Authorizations.  Except as set forth in the LUCKYBULL Schedules, LUCKYBULL has all licenses, franchises, permits, and other governmental authorizations that are legally required to enable it to conduct its business in all material respects as conducted on the date hereof.  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 LUCKYBULL of this Agreement and the consummation by LUCKYBULL of the transactions contemplated hereby.

-5-

Section 1.14	Compliance With Laws and Regulations.  Except as set forth in the LUCKYBULL Schedules, to the best of its knowledge LUCKYBULL has complied with all applicable statutes and regulations of any federal, state, or other governmental entity or agency thereof, except to the extent that non-compliance would not materially and adversely affect the business, operations, properties, assets, or condition of LUCKYBULL or except to the extent that noncompliance would not result in the occurrence of any material liability for LUCKYBULL.
Section 1.15	Approval of Agreement.  The Board of Directors of LUCKYBULL has authorized the execution and delivery of this Agreement by LUCKYBULL and has approved this Agreement and the transactions contemplated hereby, and will recommend to the LUCKYBULL Shareholder that the Purchase Offer be accepted by him
Section 1.16	Material Transactions or Affiliations.  Set forth in the LUCKYBULL Schedules is a description, if applicable, of every contract, agreement, or arrangement between LUCKYBULL and any predecessor and any person who was at the time of such contract, agreement, or arrangement an officer, director, or person owning of record, or known by LUCKYBULL to own beneficially, five percent (5%) or more of the issued and outstanding common shares of LUCKYBULL and which is to be performed in whole or in part after the date hereof or which was entered into not more than three (3) years prior to the date hereof. Except as disclosed in the LUCKYBULL Schedules or otherwise disclosed herein, no officer, director, or five percent (5%) shareholder of LUCKYBULL has, or has had since inception of LUCKYBULL, any known interest, direct or indirect, in any transaction with LUCKYBULL which was material to the business of LUCKYBULL.  There are no commitments by LUCKYBULL, whether written or oral, to lend any funds, or to borrow any money from, or enter into any other transaction with, any such affiliated person.
Section 1.17	LUCKYBULL Schedules.  LUCKYBULL will deliver to the Company the following schedules, if such schedules are applicable to the business of LUCKYBULL (unless such requirement is waived by the Company), which are collectively referred to as the " LUCKYBULL Schedules" and which consist of separate schedules dated as of the date of execution of this Agreement, all certified by the chief executive officer of LUCKYBULL as complete, true, and correct as of the date of this Agreement in all material respects:
	(a)	a schedule containing complete and correct copies of the Certificate of Incorporation and Articles of LUCKYBULL in effect as of the date of this Agreement;
	(b)	a schedule containing any Corporate Resolutions of the Shareholders of LUCKYBULL;
	(c)	a schedule containing Minutes of meetings of the Board of Directors of LUCKYBULL;
	(d)	a schedule containing its Register of Members indicating the name and address of each shareholder of LUCKYBULL together with the number of shares owned by him, her or it; and
	(e)	a schedule setting forth any other information, together with any required copies of documents, required to be disclosed by LUCKYBULL.
LUCKYBULL shall cause the LUCKYBULL Schedules and the instruments and data delivered to the Company hereunder to be promptly updated after the date hereof up to and including the Closing Date.
It is understood and agreed that not all of the schedules referred to above have been completed or are available to be furnished by LUCKYBULL.  LUCKYBULL shall have until December 31, 2008 to provide such schedules.  If LUCKYBULL cannot or fails to do so, or if the Company acting reasonably finds any such schedules or updates provided after the date hereof to be unacceptable according to the criteria set forth herein, the Company may terminate this Agreement by giving written notice to LUCKYBULL within five (5) days after the schedules or updates were due to be produced or were provided.  For purposes of the foregoing, the Company may consider a disclosure in the LUCKYBULL Schedules to be "unacceptable" only if that item would have a material adverse impact on the financial condition of LUCKYBULL, taken as a whole.

-6-

Section 1.18	Valid Obligation.  This Agreement and all agreements and other documents executed by LUCKYBULL in connection herewith constitute the valid and binding obligation of LUCKYBULL, enforceable in accordance with its or their terms, except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought.
Section 1.19	Acquisition of the Shares by the LUCKYBULL Shareholder. In event the Note is not repaid, and the LUCKYBULL Shareholder acquires the Shares (as described below under Section 3.01), such LUCKYBULL Shareholder confirms and acknowledges that he will receive the Shares for his own account without the participation of any other person and with the intent of holding the Shares for investment and without the intent of participating, directly or indirectly, in a distribution of the Shares, or any portion thereof, and not with a view to, or for resale in connection with, any distribution of the Shares, or any portion thereof.  The LUCKYBULL Shareholder has read, understands and has consulted with his legal counsel regarding the limitations and requirements of Section 5 of the 1933 Act. The LUCKYBULL Shareholder will offer, sell, pledge, convey or otherwise transfer the Shares, or any portion thereof, only if: (i) pursuant to an effective registration statement under the 1933 Act and any and all applicable state securities or Blue Sky laws or in a transaction which is otherwise in compliance with the 1933 Act and such laws; or (ii) pursuant to a valid exemption from registration.
Section 1.19	Exemption from Registration.The Purchase and the transactions contemplated thereby, meet an exemption from registration pursuant to Regulation S promulgated under the 1933 Act.
ARTICLE II
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE COMPANY
As an inducement to, and to obtain the reliance of LUCKYBULL and the LUCKYBULL Shareholders, except as set forth in the Company Schedules (as hereinafter defined), the Company represents and warrants as follows:
Section 2.01	Organization.  The Company is a company duly incorporated, validly existing, and in good standing under the laws of the British Virgin Islands 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, to carry on its business in all material respects as it is now being conducted, and except where failure to be so qualified would not have a material adverse effect on its business, there is no jurisdiction in which it is not qualified in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification.  Included in the Company Schedules are complete and correct copies of the Memorandum and Articles of Association of the Company as in effect on the date hereof. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of the Company's Memorandum and Articles of Association.  The Company has taken all action required by law, its Memorandum and Articles of Association, or otherwise to authorize the execution and delivery of this Agreement, and the Company has full power, authority, and legal right and has taken all action required by law, its Memorandum and Articles of Association, or otherwise to consummate the transactions herein contemplated.

-7-

Section 2.02	Capitalization.  The Company is authorized to issue 50,000,000 Common Shares, no par value of which 500,000 shares will be issued and outstanding on the closing date as set forth in Section 3.01(ii), as defined herein, and no preferred shares.  All issued and outstanding shares are legally issued, fully paid, and non-assessable and not issued in violation of the preemptive or other rights of any person.
Section 2.03	Subsidiaries and Predecessor Corporations.  The Company does not have any predecessor corporation(s) or subsidiaries, and does not own, beneficially or of record, any shares of any other corporation.
Section 2.04	Financial Condition.
	(a)	The Company has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable.
	(b)	The books and records, financial and otherwise, of the Company are in all material aspects complete and correct and have been maintained in accordance with good business and accounting practices.
Section 2.05	Information.  The information concerning the Company set forth in this Agreement and the Company Schedules is complete and accurate in all material respects and does not contain any untrue statements 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.  In addition, the Company has fully disclosed in writing to LUCKYBULL (through this Agreement or the Company Schedules) all information relating to matters involving the Company or its assets or its present or past operations or activities which (i) indicated or may indicate, in the aggregate, the existence of a greater than One Thousand Dollars ($1,000) liability or diminution in value, (ii) have led or may lead to a competitive disadvantage on the part of the Company or (iii) either alone or in aggregation with other information covered by this Section, otherwise have led or may lead to a material adverse effect on the transactions contemplated herein or on the Company, its assets, or its operations or activities as presently conducted or as contemplated to be conducted after the Closing Date, including, but not limited to, information relating to governmental, employee, environmental, litigation and securities matters and transactions with affiliates.
Section 2.06	Options or Warrants.  There are no existing options, warrants, calls, or commitments of any character relating to the authorized and unissued shares of the Company.
Section 2.07	Absence of Certain Changes or Events.  Except as disclosed in Schedule 2.07, or permitted in writing by LUCKYBULL, since the date of the most recent Company balance sheet:
	(a)	there has not been (i) any material adverse change in the business, operations, properties, assets or condition of the Company or (ii) any damage, destruction or loss to the Company (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets or condition of the Company;
	(b)	The Company has not and will not (i) amend its Memorandum and Articles of Association except to complete the performance of the Company as set forth herein; (ii) declare or make, or agree to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to shareholders or purchase or redeem, or agree to purchase or redeem, any of its shares; (iii) waive any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of the Company; (iv) make any material change in its method of management, operation, or accounting; (v) enter into any transaction or agreement other than in the ordinary course of business; (vi) make any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increase the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceed One Thousand Dollars ($1,000); or (viii) make any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for or with its officers, directors, or employees;

-8-

	(c)	The Company has not (i) granted or agreed to grant any options or warrants; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligations or liabilities (absolute or contingent) other than current liabilities reflected in or shown on the most recent Company balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transaction contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than One Thousand Dollars ($1,000)), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value less than One Thousand Dollars ($1,000));  and (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the Company; and
	(d)	The Company has not become subject to any law or regulation which materially and adversely affects, or in the future, may adversely affect, the business, operations, properties, assets or condition of the Company.
Section 2.08	Title and Related Matters.  The Company has good and marketable title to all of its properties, inventory, interest in properties, and assets, real and personal, which are reflected in the most recent Company balance sheet or acquired after that date (except properties, inventory, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the Company Schedules.  Except as set forth in the Company Schedules, the Company owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with the Company's business.  Except as set forth in the Company Schedules, no third party has any right to, and the Company has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, proprietary techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of the Company or any material portion of its properties, assets, or rights.
Section 2.09	Litigation and Proceedings.  There are no actions, suits, proceedings or investigations pending or, to the knowledge of the Company after reasonable investigation, threatened by or against the Company or affecting the Company or its 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.  The Company has no 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 any circumstance which after reasonable investigation would result in the discovery of such default.
Section 2.10	Contracts.
	(a)	The Company is not a party to, and its assets, products, technology and properties are not bound by, any material contract, franchise, license agreement, agreement, debt instrument or other commitments whether such agreement is in writing or oral.

-9-

	(b)	All contracts, agreements, franchises, license agreements, and other commitments to which the Company is a party or by which its properties are bound and which are material to the operations of the Company taken as a whole are valid and enforceable by the Company in all respects, except as limited by bankruptcy and insolvency laws and by other laws affecting the rights of creditors generally;
	(c)	The Company is not a party to or bound by, and the properties of the Company are not subject to any contract, agreement, other commitment or instrument; any charter or other corporate restriction; or any judgment, order, writ, injunction, decree, or award which materially and adversely affects, the business operations, properties, assets, or condition of the Company; and
	(d)	Except as included or described in the Company Schedules or reflected in the most recent  Company balance sheet, the Company is not a party to any oral or written (i) contract for the employment of any officer or employee which is not terminable on thirty (30) days, or less notice; (ii) profit sharing, bonus, deferred compensation, stock option, severance pay, pension benefit or retirement plan, (iii) agreement, contract, or indenture relating to the borrowing of money, (iv) guaranty of any obligation, other than one on which the Company is a primary obligor, for the borrowing of money or otherwise, excluding endorsements made for collection and other guaranties of obligations which, in the aggregate do not exceed more than one year or providing for payments in excess of Twenty-Five Thousand Dollars ($25,000) in the aggregate; (v) collective bargaining agreement; or (vi) agreement with any present or former officer or director of the Company.
Section 2.11	Material Contract Defaults.  The Company is not in default in any respect under the terms of any outstanding contract, agreement, lease, or other commitment which is material to the business, operations, properties, assets or condition of the Company and there is no event of default in any material respect under any such contract, agreement, lease, or other commitment in respect of which the Company has not taken adequate steps to prevent such a default from occurring.
Section 2.12	No Conflict With Other Instruments.  The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, constitute a default under, or terminate, accelerate or modify the terms of, any indenture, mortgage, deed of trust, or other material agreement or instrument to which the Company is a party or to which any of its assets or operations are subject.
Section 2.13	Governmental Authorizations.  The Company has all licenses, franchises, permits, and other governmental authorizations, that are legally required to enable it to conduct its business operations in all material respects as conducted on the date hereof.  Except for compliance with federal and state securities or 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 the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby.
Section 2.14	Compliance With Laws and Regulations.  To the best of its knowledge, the Company has complied with all applicable statutes and regulations of any federal, state, or other applicable governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets or condition of the Company or except to the extent that noncompliance would not result in the occurrence of any material liability.  This compliance includes, but is not limited to, the filing of all reports, filings and schedules to date with federal and state securities authorities.
Section 2.15	Approval of Agreement.  The Board of Directors of the Company has authorized the execution and delivery of this Agreement by the Company and has approved this Agreement and the transactions contemplated hereby.
Section 2.16	Material Transactions or Affiliations.  Except as disclosed herein and in the Company Schedules, there exists no contract, agreement or arrangement between the Company and any predecessor and any person who was at the time of such contract, agreement or arrangement an officer, director, or person owning of record or known by the Company to own beneficially, five percent (5%) or more of the issued and outstanding Common Shares of the Company and which is to be performed in whole or in part after the date hereof or was entered into not more than three years prior to the date hereof.  Neither any officer, director, nor five percent (5%) shareholder of the Company has, or has had since inception of the Company, any known interest, direct or indirect, in any such transaction with the Company which was material to the business of the Company.  The Company has no commitment, whether written or oral, to lend any funds to, borrow any money from, or enter into any other transaction with, any such affiliated person.

-10-

Section 2.17	The Company Schedules.  Within ten (10) days following the Closing, the Company will deliver to LUCKYBULL the following schedules (unless such requirement is waived by LUCKYBULL), which are collectively referred to as the "Company Schedules" and which consist of separate schedules, which are dated the date of this Agreement, all certified by the chief executive officer of the Company to be complete, true, and accurate in all material respects as of the date of this Agreement:
	(a)	a schedule containing complete and accurate copies of the Memorandum and Articles of Association of the Company as in effect as of the date of this Agreement;
	(b)	certified list from the Company’s Transfer Agent and/or Registered Agent setting forth the name and address of each shareholder of the Company together with the number of shares owned by him, her or it;
	(c)	a schedule containing a description of all real property owned by the Company, together with a description of every mortgage, deed of trust, pledge, lien, agreement, encumbrance, claim, or equity interest of any nature whatsoever in such real property; and
	(d)	copies of all licenses, permits, and other governmental authorizations (or requests or applications therefor) pursuant to which the Company carries on or proposes to carry on its business (except those which, in the aggregate, are immaterial to the present or proposed business of the Company).
The Company shall cause the Company Schedules and the instruments and data delivered to LUCKYBULL hereunder to be promptly updated after the date hereof up to and including the Closing Date.
If the Company cannot or fails to provide the schedules required by this Section, or if LUCKYBULL or the LUCKYBULL Shareholder find any such schedules or updates provided after the date hereof to be unacceptable, LUCKYBULL or the LUCKYBULL Shareholder may terminate this Agreement by giving written notice to the Company within five (5) days after the schedules or updates were due to be produced or were provided after which time the Company will have an additional five days to produce.  For purposes of the foregoing, LUCKYBULL may consider a disclosure in the Company Schedules to be "unacceptable" only if that item would have a material adverse impact on the financial condition of the Company, taken as a whole.
Section 2.18	Valid Obligation.  This Agreement and all agreements and other documents executed by the Company in connection herewith constitute the valid and binding obligation of the Company, enforceable in accordance with its or their terms, except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought.
Section 2.19	Liabilities.   The Company acknowledges that it will have no liabilities outstanding on the Closing Date.
Section 2.20	Approval of the Purchase by the Company’s Shareholders.  The transactions contemplated by this Agreement do not require the approval of the Company’s shareholders.

-11-

Section 2.21	The Directors of the Company shall have approved the Purchase Offer and the related transactions described herein.
ARTICLE III
PLAN OF PURCHASE
Section 3.01	The Purchase.  (i)  On the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as defined in Section 3.02), the LUCKYBULL Shareholder shall elect to accept the Purchase Offer described herein and shall assign, transfer and deliver, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, the number of common shares of LUCKYBULL set forth herein, in the aggregate constituting 100% of the issued and outstanding common shares of LUCKYBULL.  After the acquisition of 100% of the outstanding shares of LUCKYBULL, LUCKYBULL shall become a wholly owned subsidiary of the Company
Section 3.01(ii)	The LUCKYBULL Shareholder will receive the Note, payable within 180 days of the date of the Closing of the Purchase, or, in the event the Note is not paid within 180 days of the Closing of the Purchase, the LUCKYBULL Shareholder shall receive 4,500,000 shares in the Company, representing 90% of the Company’s then outstanding shares (the “Shares”).
Section 3.02	Closing.  The closing ("Closing") of the transaction contemplated by this Agreement shall be on a date and at such time as the parties may agree ("Closing Date") but not later than December 31, 2008, subject to the right of the Company or LUCKYBULL to extend such Closing Date by up to an additional ten (10) days. Such Closing shall take place at a mutually agreeable time and place.  At Closing, or immediately thereafter, the following will occur:
	a)	The LUCKYBULL Shareholder shall surrender the share certificates evidencing 100% of the shares of LUCKYBULL, duly endorsed with Medallion Guaranteed share powers so as to make the Company the sole owner thereof;
	b)	The Company will issue and deliver the Note to the LUCKYBULL Shareholder;
	c)	the LUCKYBULL Shareholder shall deliver duly executed instruments to the Company in respect of all of the shares exchanged pursuant to the Purchase Offer; and
	d)	At the Closing, the Company, LUCKYBULL and the LUCKYBULL Shareholder shall execute, acknowledge, and deliver (or shall ensure 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 at or prior to the Closing, 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 contemplated hereby.  Among other things, the Company shall provide an opinion of counsel acceptable to LUCKYBULL as to such matters as LUCKYBULL may reasonably request, which shall include, but not be limited to, a statement, to the effect that to such counsel's best knowledge, after reasonable investigation, from inception until the Closing Date, the Company has complied with all applicable statutes and regulations of any federal, state, or other applicable governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets or condition of the Company or except to the extent that noncompliance would not result in the occurrence of any material liability (such compliance including, but not being limited to, the filing of all reports to date with federal and state securities authorities).
Section 3.03	Tradability of Shares. The Shares of the Company to be issued to the LUCKYBULL pursuant to Section 3.01 above, in the event the Note is not repaid by the maturity date of such Note,  have not been registered under the 1933 Act, nor registered under any state securities law, and are "restricted securities" as that term is defined in Rule 144 under the 1933 Act.  The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from registration under the 1933 Act. The Shares to be issued to the LUCKYBULL Shareholder will bear the following restrictive legend:

-12-

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, OR HYPOTHECATED WITHOUT EITHER:  i) REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR ii) SUBMISSION TO THE COMPANY OF AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY THAT SAID SHARES AND THE TRANSFER THEREOF ARE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS.”
Section 3.04	Anti-Dilution.  The Company’s Shares issuable upon the terms and conditions of Section 3.01 shall be appropriately adjusted to take into account any other share split, share dividend, division, combination, recapitalization, or similar change in the Company’s Common Shares which may occur (i) between the date of the execution of this Agreement and the Closing Date.
Section 3.05	Termination.
	(a)	This Agreement may be terminated by the Board of Directors of either the Company or LUCKYBULL or by the LUCKYBULL Shareholder at any time prior to the Closing Date if:
		(i)	there shall be any actual or threatened action or proceeding before any court or any governmental body which shall seek to restrain, prohibit, or invalidate the transactions contemplated by this Agreement and which, in the judgment of such Board of Directors, made in good faith and based upon the advice of its legal counsel, makes it inadvisable to proceed with the Purchase;
		(ii)	any of the transactions contemplated hereby are disapproved by any regulatory authority whose approval is required to consummate such transactions (which does not include the Securities and Exchange Commission) or in the judgment of such board of directors, made in good faith and based on the advice of counsel, there is substantial likelihood that any such approval will not be obtained or will be obtained only on a condition or conditions which would be unduly burdensome, making it inadvisable to proceed with the Purchase; or
		(iii)	if the LUCKYBULL Shareholder does not agree to the Purchase Offer.
In the event of termination pursuant to this paragraph, 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 herein contemplated.
	(b)	This Agreement may be terminated by the Board of Directors of the Company at any time prior to the Closing Date if:
		(i)	the  Board of Directors of the Company determines in good faith that one or more of the Company's conditions to Closing has not occurred, through no fault of the Company.
		(ii)	The Company takes the termination action specified in Section 1.17 as a result of LUCKYBULL Schedules or updates thereto which the Company finds unacceptable; or
		(iii)	LUCKYBULL 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 LUCKYBULL contained herein shall be inaccurate in any material respect, where such noncompliance or inaccuracy has not been cured within ten (10) days after written notice thereof.

-13-

If this Agreement is terminated pursuant to this paragraph, this Agreement shall be of no further force or effect, and no obligation, right or liability shall arise hereunder, except that LUCKYBULL shall bear the costs in connection with the negotiation, preparation, and execution of this Agreement and qualifying the offer and sale of securities to be issued in the Purchase under the registration requirements, or exemption from the registration requirements, of state and federal securities laws.
	(c)	This Agreement may be terminated by the Board of Directors of LUCKYBULL or by the LUCKYBULL Shareholder at any time prior to the Closing Date if:
		(i)	the Board of Directors of LUCKYBULL determines in good faith that one or more of LUCKYBULL's conditions to Closing has not occurred, through no fault of LUCKYBULL;
		(ii)	LUCKYBULL takes the termination action specified in Section 2.17 as a result of the Company Schedules or updates thereto which LUCKYBULL finds unacceptable;
		(iii)	on or before December 31, 2008, if LUCKYBULL notifies the Company that LUCKYBULL's investigation pursuant to Section 4.01 below has uncovered information which it finds unacceptable by the same criteria set forth herein; or
		(iv)	The Company 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 the Company contained herein shall be inaccurate in any material respect, where such noncompliance or inaccuracy has not been cured within ten (10) days after written notice thereof.
If this Agreement is terminated pursuant to this paragraph, this Agreement shall be of no further force or effect, and no obligation, right or liability shall arise hereunder.
No revenue ruling or opinion of counsel will be sought as to the tax-free nature of the subject Purchase and such tax treatment is not a condition to Closing herein.
ARTICLE IV
SPECIAL COVENANTS
Section 4.01	Access to Properties and Records.  The Company and LUCKYBULL will each afford to the officers and authorized representatives of the other full access to the properties, books and records of the Company or LUCKYBULL, as the case may be, in order that each may have a 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 the Company or LUCKYBULL, as the case may be, as the other shall from time to time reasonably request.  Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and each party hereto shall cooperate fully therein.  No investigation by a party hereto shall, however, diminish or waive in any way any of the representations, warranties, covenants or agreements of the other party under this Agreement.  In order that each party may investigate as it may wish the business affairs of the other, each party shall furnish the other during such period with all such information and copies of such documents concerning the affairs of it as the other party may reasonably request, and cause its officer, employees, consultants, agents, accountants, and attorneys to cooperate fully in connection with such review and examination, and to make full disclosure to the other parties all material facts affecting its financial condition, business operations, and the conduct of operations.

-14-

Section 4.02	Delivery of Books and Records.  At the Closing, LUCKYBULL shall deliver to the Company copies of the corporate minute books, books of account, contracts, records, and all other books or documents of LUCKYBULL now in the possession of LUCKYBULL or its representatives.
Section 4.03	Third Party Consents and Certificates.  The Company and LUCKYBULL agree to cooperate with each other in order to obtain any required third party consents to this Agreement and the transactions herein contemplated.
Section 4.04	Consent of LUCKYBULL Shareholder.  LUCKYBULL shall use its best efforts to obtain the consent of the LUCKYBULL Shareholder to participate in the Purchase.
Section 4.05	Exclusive Dealing Rights.  Until 5:00 P.M. Eastern Daylight Time on December 31, 2007.
	(a)	In recognition of the substantial time and effort which the Company has spent and will continue to spend in investigating LUCKYBULL and its business and in addressing the matters related to the transactions contemplated herein, each of which may preempt or delay other management activities, neither LUCKYBULL, nor any of its officers, employees, representatives or agents will directly or indirectly solicit or initiate any discussions or negotiations with, or, except where required by fiduciary obligations under applicable law as advised by counsel, participate in any negotiations with or provide any information to or otherwise cooperate in any other way with, or facilitate or encourage any effort or attempt by, any corporation, partnership, person or other entity or group (other than the Company and its directors, officers, employees, representatives and agents) concerning any merger, sale of substantial assets, sale capital shares, (including without limitation, any public or private offering of the common shares of LUCKYBULL) or similar transactions involving LUCKYBULL (all such transactions being referred to as " LUCKYBULL Acquisition Transactions").  If LUCKYBULL receives any proposal with respect to a LUCKYBULL Acquisition Transaction, it will immediately communicate to the Company the fact that it has received such proposal and the principal terms thereof.
	(b)	In recognition of the substantial time and effort which LUCKYBULL has spent and will continue to spend in investigating the Company and its business and in addressing the matters related to the transactions contemplated herein, each of which may preempt or delay other management activities, neither the Company, nor any of its officers, employees, representatives, shareholders or agents will directly or indirectly solicit or initiate any discussions or negotiations with, or, except where required by fiduciary obligations under applicable law as advised by counsel, participate in any negotiations with or provide any information to or otherwise cooperate in any other way with, or facilitate or encourage any effort or attempt by, any corporation, partnership, person or other entity or group (other than LUCKYBULL and its directors, officers, employees, representatives and agents) concerning any merger, sale of substantial assets, sale of capital shares, (including without limitation, any public or private offering of the Common Shares of the Company or similar transactions involving the Company (all such transactions being referred to as "Company Acquisition Transactions").  If the Company receives any proposal with respect to a Company Acquisition Transaction, it will immediately communicate to LUCKYBULL the fact that it has received such proposal and the principal terms thereof.
Section 4.06	Actions Prior to Closing.
	(a)	From and after the date of this Agreement until the Closing Date and except as set forth in the Company Schedules or LUCKYBULL Schedules or as permitted or contemplated by this Agreement, the Company and LUCKYBULL respectively (subject to paragraph (b) below), will each:
		(i)	carry on its business in substantially the same manner as it has heretofore;
		(ii)	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; at present, except for depreciation due to ordinary wear and tear and damage due to casualty;

-15-

		(iii)	maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
		(iv)	perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
		(v)	use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and
		(vi)	fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities.
	(b)	From and after the date of this Agreement until the Closing Date, neither the Company nor LUCKYBULL will:
		(i)	make any changes in their Certificate of Incorporation or Memorandum and Articles of Association, except as otherwise provided in this Agreement;
		(ii)	take any action described in Section 1.07 in the case of LUCKYBULL, or in Section 2.07, in the case of the Company (all except as permitted therein or as disclosed in the applicable party's schedules);
		(iii)	enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or
		(iv)	sell any assets or discontinue any operations, sell any capital shares or conduct any similar transactions other than in the ordinary course of business.
Section 4.07	Indemnification.
	(a)	The Company hereby agrees to indemnify LUCKYBULL and each of the officers, agents, and directors of LUCKYBULL and the LUCKYBULL Shareholder as of the date of execution of this Agreement 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 by the Company under this Agreement.  The indemnification provided for in this paragraph shall survive the Closing and consummation of the transactions contemplated hereby and termination of this Agreement.
Section 4.08	[Intentionally Removed.]
Section 4.09	Indemnification of Subsequent Corporate Actions.
	(a)	No officer, director, controlling shareholder, agent or representative of the Company, or any other person currently affiliated with the Company, has offered or agreed to assist in the promotion, market making, development, enhancement, or support of the Company’s business, capital raising, or securities market.
	(b)	LUCKYBULL hereby represents and warrants that it will indemnify and hold harmless any officer, director, controlling shareholder, agent or representative of the Company, or any other person affiliated with the Company, from any decisions, activities, or conduct of the Company contemporaneous with, or subsequent to this Agreement, unless any such decisions, activities or conduct were made or taken (as the case may be) in a negligent manner by any officer, director, controlling shareholder, agent or representative of the Company, or any other person affiliated with the Company.

-16-

ARTICLE V
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY
The obligations of the Company under this Agreement are subject to the satisfaction, at or before the Closing Date, of the following conditions:
Section 5.01	Accuracy of Representations and Performance of Covenants.  The representations and warranties made by LUCKYBULL 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 and as of the Closing Date (except for changes therein permitted by this Agreement).  LUCKYBULL shall have performed or complied with all covenants and conditions required by this Agreement to be performed or complied with by LUCKYBULL prior to or at the Closing.  The Company shall be furnished with a certificate, signed by a duly authorized executive officer of LUCKYBULL and dated the Closing Date, to the foregoing effect].
Section 5.02	Officer's Certificate.  The Company shall have been furnished with a certificate dated the Closing Date and signed by a duly authorized officer of LUCKYBULL to the effect that no litigation, proceeding, investigation, or inquiry is pending, or to the best knowledge of LUCKYBULL threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement, or, to the extent not disclosed in the LUCKYBULL Schedules, by or against LUCKYBULL, which might result in any material adverse change in any of the assets, properties, business, or operations of LUCKYBULL.
Section 5.03	No Material Adverse Change.  Prior to the Closing Date, there shall not have occurred any material change in the financial condition, business, or operations of LUCKYBULL nor shall any event have occurred which, with the lapse of time or the giving of notice, is determined to be unacceptable using the criteria set forth in Section 1.17.
Section 5.04	Approval by LUCKYBULL Shareholder.  The Purchase shall have been approved, and shares delivered in accordance with Section 3.01, by the LUCKYBULL Shareholder.
Section 5.05	No Governmental Prohibition.  No order, statute, rule, regulation, executive order, injunction, stay, decree, judgment or restraining order shall have been enacted, entered, promulgated or enforced by any court or governmental or regulatory authority or instrumentality which prohibits the consummation of the transactions contemplated hereby.
Section 5.06	Consents.  All consents, approvals, waivers or amendments pursuant to all contracts, licenses, permits, trademarks and other intangibles in connection with the transactions contemplated herein, or for the continued operation of the Company and LUCKYBULL after the Closing Date on the basis as presently operated shall have been obtained.

-17-

ARTICLE VI
CONDITIONS PRECEDENT TO OBLIGATIONS OF LUCKYBULL AND THE LUCKYBULL SHAREHOLDER
The obligations of LUCKYBULL and the LUCKYBULL Shareholder under this Agreement are subject to the satisfaction, at or before the Closing Date, of the following conditions:
Section 6.01	Accuracy of Representations and Performance of Covenants.  The representations and warranties made by the Company 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.  Additionally, the Company shall have performed and complied with all covenants and conditions required by this Agreement to be performed or complied with by the Company and shall have satisfied all conditions set forth herein prior to or at the Closing.  LUCKYBULL shall have been furnished with a certificate, signed by duly authorized executive officers of the Company and dated the Closing Date, to the foregoing effect.
Section 6.02	Officer's Certificate.  LUCKYBULL shall have been furnished with a certificate dated the Closing Date and signed by the duly authorized executive officer of the Company, to the effect that no litigation, proceeding, investigation or inquiry is pending, or to the best knowledge of the Company threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement  or, to the extent not disclosed in the Company Schedules, by or against the Company, which might result in any material adverse change in any of the assets, properties or operations of the Company.
Section 6.03	No Material Adverse Change.  Prior to the Closing Date, there shall not have occurred any change in the financial condition, business or operations of the Company nor shall any event have occurred which, with the lapse of time or the giving of notice, is determined to be unacceptable using the criteria set forth in Section 2.17.
Section 6.04	No Governmental Prohibition.  No order, statute, rule, regulation, executive order, injunction, stay, decree, judgment or restraining order shall have been enacted, entered, promulgated or enforced by any court or governmental or regulatory authority or instrumentality which prohibits the consummation of the transactions contemplated hereby.
Section 6.05	Consents.  All consents, approvals, waivers or amendments pursuant to all contracts, licenses, permits, trademarks and other intangibles in connection with the transactions contemplated herein, or for the continued operation of the Company and LUCKYBULL after the Closing Date on the basis as presently operated shall have been obtained.
Section 6.06	Other Items.  LUCKYBULL shall have received further opinions, documents, certificates, or instruments relating to the transactions contemplated hereby as LUCKYBULL may reasonably request.
ARTICLE VII
MISCELLANEOUS
Section 7.01	No Bankruptcy and No Criminal Convictions.  None of the Parties to the Agreement, nor their officers, directors or affiliates, promoters, beneficial shareholders or control persons, nor any predecessor thereof have been subject to the following:
	(a)	Any bankruptcy or insolvency petition filed by or against any business of which such person was a general partner or executive officer within the past five (5) years;
	(b)	Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

-18-

	(c)	Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and
	(d)	Being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission (the “SEC”) or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
Section 7.02	Broker/Finder’s Fee.  No broker’s or finder’s fee will be paid in connection with the transaction contemplated by this Agreement other than fees payable to persons registered as broker-dealers pursuant to Section 15 of the United States Securities Exchange Act of 1934.  The Company and LUCKYBULL agree that, except as set forth herein and on Schedule 7.02 attached hereto, there were no brokers or finders involved in bringing the parties together or who were instrumental in the negotiation, execution or consummation of this Agreement.  The Company and LUCKYBULL each agree to indemnify the other against any claim by any third person other than those described above for any commission, brokerage, or finder's fee arising from the transactions contemplated hereby 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 7.03	Governing Law and Arbitration.  This Agreement shall be governed by, enforced, and construed under and in accordance with the laws of the United States of America and, with respect to the matters of state law, with the laws of the State of New York without giving effect to principles of conflicts of law thereunder.  All controversies, disputes or claims arising out of or relating to this Agreement shall be resolved by binding arbitration.  The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association.  All arbitrators shall possess such experience in, and knowledge of, the subject area of the controversy or claim so as to qualify as an “expert” with respect to such subject matter. The governing law for the purposes of any arbitration arising hereunder shall be in New York.  The prevailing party shall be entitled to receive its reasonable attorney’s fees and all costs relating to the arbitration.  Any award rendered by arbitration shall be final and binding on the parties, and judgment thereon may be entered in any court of competent jurisdiction.
Section 7.04	Notices.  Any notice or other communications required or permitted hereunder shall be in writing and shall be sufficiently given if personally delivered to it or sent by telecopy, overnight courier or registered mail or certified mail, postage prepaid, addressed as follows:

If to the Company, to:	Mopie (BVI) Limited
	P.O. Box 146, Road Town
	Tortola, British Virgin Islands
If to LUCKYBULL, to:	LUCKYBULL LIMITED
	Kingston Chambers, P. O. Box 173,
	Road Town, Tortola
	British Virgin Islands
With copies to:	David M. Loev, Esq.
	The Loev Law Firm, PC
	6300 West Loop South,
	Suite 280, Bellaire, Texas 77401
	Phone: (713) 524-4110
	Fax: (713) 524-4122

-19-

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 (i) upon receipt, if personally delivered, (ii) on the day after dispatch, if sent by overnight courier, (iii) upon dispatch, if transmitted by telecopy and receipt is confirmed by telephone and (iv) three (3) days after mailing, if sent by registered or certified mail.
Section 7.05	Attorney's Fees.  In the event that either party institutes any action or suit to enforce this Agreement or to secure relief from any default hereunder or breach hereof, the prevailing party shall be reimbursed by the losing party for all costs, including reasonable attorney's fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.
Section 7.06	Confidentiality.  Each party hereto agrees with the other that, unless and until the transactions contemplated by this Agreement have been consummated, it and its 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 or information is published, is a matter of public knowledge, or is required by law to be published; or (ii) to the extent that such data or information must be used or disclosed in order to consummate the transactions contemplated by this Agreement.  In the event of the termination of this Agreement, each party shall return to the other party all documents and other materials obtained by it or on its behalf and shall destroy all copies, digests, work papers, abstracts or other materials relating thereto, and each party will continue to comply with the confidentiality provisions set forth herein.
Section 7.07	Public Announcements and Filings.  Unless required by applicable law or regulatory authority, none of the parties will issue any report, statement or press release to the general public, to the trade, to the general trade or trade press, or to any third party (other than its advisors and representatives in connection with the transactions contemplated hereby) or file any document, relating to this Agreement and the transactions contemplated hereby, except as may be mutually agreed by the parties.  Copies of any such filings, public announcements or disclosures, including any announcements or disclosures mandated by law or regulatory authorities, shall be delivered to each party at least one (1) business day prior to the release thereof.
Section 7.08	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.
Section 7.09	Third Party Beneficiaries.  This contract is strictly between the Company and LUCKYBULL and the LUCKYBULL Shareholder, and, except as specifically provided, no director, officer, shareholder (other than the LUCKYBULL Shareholder), employee, agent, independent contractor or any other person or entity shall be deemed to be a third party beneficiary of this Agreement.
Section 7.10	Expenses.  The Company and LUCKYBULL each hereto agree to pay its own costs and expenses incurred in negotiating this Agreement including legal, accounting and professional fees, incurred in connection with the Purchase or any of the other transactions contemplated hereby, and those costs and expenses incurred in consummating the transactions described herein.
Section 7.11	Entire Agreement.  This Agreement represents the entire agreement between the parties relating to the subject matter thereof and supersedes all prior agreements, understandings and negotiations, written or oral, with respect to such subject matter.
Section 7.12	Survival; Termination.  The representations, warranties, and covenants of the respective parties shall survive the Closing Date and the consummation of the transactions herein contemplated for a period of two (2) years.
Section 7.13	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.

-20-

Section 7.14	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 by amended by a writing signed by all parties hereto, 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 may be extended by a writing signed by the party or parties for whose benefit the provision is intended.
Section 7.15	Best Efforts.  Subject to the terms and conditions herein provided, each party shall use its best efforts to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that the transactions contemplated hereby shall be consummated as soon as practicable.  Each party also agrees that it shall use its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective this Agreement and the transactions contemplated herein.
Section 7.16	Faxed Copies.  For purposes of this Agreement, a faxed signature will constitute an original signature.
Section 7.17	Severability.  The invalidity or unenforceability of any term, phrase, clause, paragraph, restriction, covenant, agreement or other provision of this Agreement shall in no way affect the validity or enforcement of any other provision or any part thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers, hereunto duly authorized, as of the date first written above.

MOPIE (BVI) LIMITED

BY: /s/ Tan Kee Chen

Tan Kee Chen, Director

LUCKYBULL LIMITED

BY: /s/ Tan Kee Chen

Tan Kee Chen, President

LUCKYBULL SHAREHOLDER:

/s/ Tan Kee Chen

Tan Kee Chen

-21-

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

Mopie (BVI) Limited:

We hereby consent to the use in this Registration Statement on Form F-1 (the “Registration Statement”) of our report dated August 1, 2008, relating to the consolidated balance sheets of Mopie (BVI) Limited (the “Company”) as of December 31, 2007 and 2006, and the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 2007, which report includes an explanatory paragraph as to an uncertainty with respect to the Company’s ability to continue as a going concern, appearing in such Registration Statement. We also consent to the reference to our firm under the Caption “Experts” in such Registration Statement.

/s/ Li & Company, PC

Li & Company, PC

Skillman, New Jersey

August 11, 2008