S-1

As filed with the Securities and Exchange Commission on April 18, 2013

REGISTRATION NO. 333 -_________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

eBULLION, INC.

(Exact name of registrant as specified in its charter)

Delaware	5050	46-2323674
(State or jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

eBullion, Inc

80 Broad Street, 5th Floor

New York, New York 10004

Telephone (212) 8377858

(Address and telephone number of principal executive offices and principal place of business)

Hank Gracin, Esq.

Leslie Marlow, Esq.

Gracin & Marlow, LLP

The Chrysler Building

405 Lexington Avenue, 26th Floor

New York, New York 10174

Telephone (212) 907-6457

(Name, address and telephone number of agent for service)

Approximate Date of Proposed Sale to the Public: From time to time after the date 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 statement number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 424, check the following box. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered (1)		Proposed Maximum Offering Price Per Share  (2)		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee (3)
Shares of common stock, par value $0.0001		500,000	$	0.50	$	250,000	$	34.10
Total shares being registered		500,000			$	250,000	$	34.10

(1) In accordance with Rule 416(a), the registrant is also registering hereunder an indeterminate number of shares that may be issued and resold resulting from stock splits, stock dividends or similar transactions.

(2) Estimated in accordance with Rule 457(c) of the Securities Act of 1933 solely for the purpose of computing the amount of the registration fee based on the recent sales of unregistered securities in April 2013.

(3) Calculated under Section 6(b) of the Securities Act of 1933 as 0.00013640 of the aggregate offering price.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

THE INFORMATION CONTAINED IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS DECLARED EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED APRIL 18, 2013

PRELIMINARY PROSPECTUS

eBULLION, INC.

500,000 SHARES OF COMMON STOCK

This prospectus relates to the resale and other disposition from time to time of up to 500,000 shares of our common stock by the selling stockholders identified under the section entitled “Selling Stockholders” on page 29. The shares of common stock offered consist of 500,000 shares of our common stock. We issued all of the issued securities described above in private placement transactions completed prior to the filing of this registration statement.

The shares included in this prospectus may be reoffered and sold directly by the selling stockholders in accordance with one or more of the methods described in the plan of distribution, which begins on page 30 of this prospectus. We are not selling any shares of our common stock in this offering and therefore we will not receive any proceeds from the sales by the selling stockholders. Instead, the shares may be offered and sold from time to time by the selling shareholders at a fixed price of $0.50 per share until the shares are quoted, if ever, on the OTC Bulletin Board or another exchange and thereafter at prevailing market prices or privately negotiated prices. We may receive proceeds from any exercise of outstanding warrants if and when such warrants are exercised for cash.

Our common stock does not presently trade on any exchange or electronic medium. Although we hope to be quoted on the OTC Bulletin Board, no assurance can be given that our common stock will be quoted on the OTC Bulletin Board or any other quotation service.

We are an “emerging growth company” within the meaning of the recently enacted Jumpstart Our Business Startups Act and will be subject to reduced public company reporting requirements.

Investing in the Company’s securities involves a high degree of risk. You should carefully consider the risks and uncertainties described under the heading “Risk Factors” which begin on page 4 of this prospectus before making a decision whether to purchase our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is ____________, 2013.

TABLE OF CONTENTS

	Page
PROSPECTUS SUMMARY	1
RISK FACTORS	4
USE OF PROCEEDS	13
BUSINESS	13
DETERMINATION OF OFFERING PRICE	23
DILUTION	23
MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION	23
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS	25
EXECUTIVE COMPENSATION	26
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	27
SELLING STOCKHOLDERS	28
PLAN OF DISTRIBUTION	30
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	31
DESCRIPTION OF SECURITIES	32
EXPERTS	32
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	32
LEGAL MATTERS	33
WHERE YOU CAN FIND MORE INFORMATION	33
PART II	II-1

You should rely only on the information that we have provided in this prospectus. We have not authorized anyone to provide you with different information and you must not rely on any unauthorized information or representation. We are not making an offer to sell these securities in any jurisdiction where an offer or sale is not permitted. This document may only be used where it is legal to sell these securities. You should assume that the information appearing in this prospectus is accurate only as of the date on the front of this prospectus, regardless of the time of delivery of this prospectus, or any sale of our common stock. Our business, financial condition and results of operations may have changed since the date on the front of this prospectus. We urge you to carefully read this prospectus before deciding whether to invest in any of the common stock being offered.

PROSPECTUS SUMMARY

The following summary highlights material contained in this prospectus. This summary does not contain all the information you should consider before investing in our securities. Before making an investment decision, you should read the entire prospectus carefully, including the "Risk Factors" section, the financial statements and the notes to the financial statements that appear elsewhere in this prospectus. References to the “Company”, “we,” “us,” and “our” are references to the combined business of eBullion, Inc, a Delaware  corporation and its wholly owned subsidiary, Man Loong Bullion Company Limited, (“Man Loong”) a Hong Kong limited liability company.

Business Overview

ITEM 1. BUSINESS

Business Overview

Since April 3, 2013, through our subsidiary Man Loong Bullion Company Limited, a Hong Kong limited liability company (“Man Loong”), we have been engaged in the precious metals trading business, providing precious metals spot contract trading services to clients for gold and silver trading, via a  24-hour electronic trading platform located in Hong Kong which Man Loong licenses from True Technology, a company organized under the laws of Hong Kong (“True Technology”), owned by one of our executive officers and one of our directors . In facilitating trades of these precious metals, Man Loong acts in its capacity as an officially designated electronics trading member of the Chinese Gold and Silver Exchange Society (“CGSE”), a self-regulatory organization registered in Hong Kong which acts as an exchange for the trading of gold and silver.  Man Loong holds a Type AA License with the CGSE, which authorizes it to engage in the electronic trading of Kilo Gold and Loco London Gold and Silver on behalf of its clients.  The electronic trading platform that Man Loong licenses from True Technology provides  customers with CGSE price quotations on gold and silver spot contracts, on a Loco London basis, as well as information updates on the gold and silver market, based on an evaluation of third-party market pricing sources such asReuters or Bloomberg.  Man Loong’s client base is primarily in Hong Kong, where it has  one office and maintains its trading platforms, and in China, where it works through various independent sales agents.

Man Loong’s membership in the CGSE allows it to facilitate trades on behalf of non-members who execute trades to buy and/or sell gold and/or silver without Man Loong being required to become a counterparty to the trade or to purchase or sell any gold or silver being traded as a principal.  Man Loong receives a brokerage  commission  ranging from $20 to $40 per trade regardless of the purchase  price paid or received  for the gold or silver traded through our electronic platform and ots clients assume  the sole responsibility for settlement of the purchase price of the gold or silver traded and for any gain or loss recognized  on those trades.  All of Man Loong’s revenue is derived from the commissions it receives on each trade for which it facilitates placement on the market.

For our fiscal years ended March 31, 2011 and 2012, Man Loong’s revenue was approximately $2.6 million and $2.0 million, respectively, and its net income was $1.2 million and $0.25 million, respectively.  For the nine months ended December 31, 2012 and 2011, Man Loong’s revenue was $858,434 and $1,751,153, respectively and it had a  net loss of ($453,127) for the nine months ended December 31, 2012 and net income of $421,474 for the nine months ended December 31, 2011.

Our principal offices are located at 80 Broad Street, New York, New York 10004, (212) 837-7858.  Man Loong currently has 1 office in Hong Kong.  Man Loong’s principal executive offices are located at 8/F, Tower 5, China Hong Kong City, 33 Canton Road, Tsim Sha Tsui, Hong Kong. The telephone number at Man Loong’s principal executive office is +852-2155-3999. All Man Loong’s transactions and the technologies, including the servers that carry out these transactions, are all executed and located in Hong Kong.

Our Corporate History and Background

We were incorporated under the laws of the State of Delaware on January 28, 2013.  We were initially formed to develop software for use in on-line trading of gold and silver contracts.  Since the acquisition of Man Loong, our business development focus has been, and we expect will continue to be, solely on increasing Man Loong’s market share for the on-line trading of gold and silver spot contracts within the Hong Kong market while developing a business model for the on-line trading of gold and silver spot contracts by Man Loong in the People’s Republic of China.

Acquisition of Man Loong On April 3, 2013, we entered into a Contribution Agreement with the shareholders of Man Loong, whereby we acquired 100% of the issued and outstanding capital stock of Man Loong from its stockholders, in exchange for 50,760,000 newly issued shares of our common stock, par value $0.0001. After the transaction, Man Loong became our wholly owned subsidiary.

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As a result of the acquisition, we have assumed the business and operations of Man Loong.  Man Loong, which was incorporated in 1974 in Hong Kong and was re-registered in 2009 under Hong Kong law as a limited liability company, was organized to facilitate the trading of precious metals spot contracts. Man Loong initially provided an electronic trading platform that offered one-stop electronic trading in Hong Kong, and in 2010, expanded its services to include the trading for its clients and not as principal, of gold and silver spot contracts in China. Man Loong currently has one office in Hong Kong and several independent agents that it engages in China.

The acquisition of Man Loong was treated for accounting purposes as a reverse merger with eBullion acquiring 100% of the outstanding common stock of Man Loong in exchange for 50,760,000 newly issued shares of our common stock, par value $.0001. Unless the context suggests otherwise, when we refer in this prospectus to business and financial information for periods prior to the consummation of the reverse acquisition, we are referring to the business and financial information of Man Loong. For accounting purposes, the reverse merger of eBullion, Inc. with Man Loong has been treated as a recapitalization with no adjustment to the historical book and tax basis of either companies’ assets or liabilities.

Our Corporate Structure Our primary business operations are conducted through our Hong Kong operating subsidiary, Man Loong. For ease of reference, below is a chart that presents our current corporate structure.

Our principal executive offices are located at 80 Broad Street, New York, New York 10004 and Man Loong’s principal offices are located at 8/F, Tower 5, China Hong Kong City, 33 Canton Road, Tsim Sha Tsui, Hong Kong. The telephone number at our principal executive offices is (212) 837-7858 and  Man Loong’s principal executive office is +852-2155-3999. All our transactions and the technologies, including the servers that carry out these transactions, are all executed and located in Hong Kong.

2

The Offering

Shares of our common stock offered for re-sale by the Selling Stockholders pursuant to this prospectus	500,000
Common stock currently outstanding	51,260,000
Proceeds to the Company	We will not receive any proceeds from the resale or other disposition of the shares covered by this prospectus by any Selling Stockholder.
Risk Factors	There are significant risks involved in investing in our Company.  For a discussion of risk factors you should consider before buying our common stock see “Risk Factors” beginning on page 3

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RISK FACTORS

Investment in our common stock involves a high degree of risk. You should carefully consider the risks described below together with all of the other information included herein before making an investment decision.  If any of the following risks actually occur, our business, financial condition or results of operations could suffer. In that case, the market price of our common stock could decline, and you may lose all or part of your investment.  

RISKS RELATED TO OUR BUSINESS

Restricted access to Man Loong’s website, could lead to significant operating disruptions, a negative customer experience or the loss of customers  or potential customers.

If any enterprises or professional organizations, including governmental agencies, blocked access to Man Loong’s website or the Internet generally for a number of reasons including due to  security or confidentiality concerns or regulatory reasons, or if any government of any jurisdiction in which we or Man Loong are considered to be carrying on business in may block or suspend internet transmission capabilities, Man Loong’s business would experience significant operating disruptions because our revenues are primarily generated through the commissions Man Loong receives for the trades facilitated through its electronic trading platform through the Internet and Man Loong’s website.  If these entities were to block or limit access to Man Loong’s website or adopt policies restricting its customers from providing it with accurate and up-to-date information, the value of Man Loong’s electronic trading platform could be negatively impacted, which could adversely affect its ability to retain and attract customers.

Our revenue is based upon Man Loong’s trade commissions which are themselves influenced by trading volume and volatility and economic conditions that are beyond our control.

Any volatility in the global financial markets has a direct impact on Man Loong’s commissions and therefore its revenue.   Many countries have recently experienced recessionary conditions. Our revenue is influenced by the general level of trading activity in the gold and silver market since all of our revenue is derived from the commission Man Loong receives on each trade that it facilitates. Our revenue and operating results may vary significantly from period to period primarily due to movements and trends in the world’s currency markets, volatility in the market price of gold and silver and fluctuations in trading levels. Recently, Man Loong has experienced greater trade volume and it has generally experienced greater trading volume in periods of volatile markets as during such periods there tends to be increased trading. In the event Man Loong experiences lower levels of volatility, trading volume will typically decrease and therefore Man Loong’s commission revenue will likely be negatively affected. Like other financial services firms, our business and profitability and Man Loongs are directly affected by elements that are beyond our and its control, such as economic and political conditions, broad trends in business and finance, changes in the volume of transactions, changes in supply and demand for precious metals, movements in currency exchange rates, changes in the financial strength of market participants, legislative and regulatory changes, changes in the markets in which such transactions occur, changes in how such transactions are processed and disruptions due to terrorism, war or extreme weather events. Any one or more of these factors, or other factors, may adversely affect our business and results of operations and cash flows. As a result, period-to-period comparisons of our operating results may not be meaningful and our future operating results may be subject to significant fluctuations or declines.

Competitive trading systems could force Man Loong to reduce its commissions and negatively impact revenue.

Any increased competition to Man Loong’s platform through the development of faster execution programs could reduce the volume of trades or force Man Loong to reduce its commission on each trade.  In addition, new and enhanced alternative trading systems have emerged as an option for individual and institutional investors to carry out proprietary trades, which could result in reduced commissions.

A substantial portion of our revenue and operating profits is derived from Man Loong’s role as a service provider. In its role as a service provider, Man Loong derives a fixed amount of commission from each trade that we facilitate.

Man Loong may also experience reduced trade volumes from competition from computer-generated buy and sell programs and other technological advances and regulatory changes in the precious metals market that may continue to tighten spreads on precious metals transactions. In addition, new and enhanced alternative trading systems have emerged as an option for individual and institutional investors to avoid directing their trades through retail trade facilitators, which could result in reduced revenue derived from our precious metal trade facilitation business. Man Loong may also face price competition from its competitors.

Man Loong may be exposed to unidentified or unexpected risks if its risk management policies and procedures are not effective.

Man Loong relies on a combination of technical and human controls and supervision to protect it against certain risks.  However, its risk-management methods may be subject to error and failure and therefore may not adequately prevent losses due to technical errors if its testing and quality control practices are not effective in preventing software or hardware failures.  Although Man Loong has risk-management policies, control systems and compliance manuals set in place, we cannot guarantee adherence to such policies, systems, and manuals by our staff. Its policies, procedures and practices used to identify, monitor and control a variety of risks, including risks related to human error, hardware and software errors, market movements, fraud and money-laundering, are established and reviewed by its  management. Under certain circumstances Man Loong may elect to adjust its risk-management policies to allow for an increase in risk tolerance, which could expose it to the risk of greater losses. To deal with and to manage its risks, Man Loong’s approach is discretionary by nature and are considered on a case by case basis and developed internally. Man Loong hasobserved  historical market behavior and also involve reliance on standard industry practices. These methods may not adequately prevent losses. These methods may not protect Man Loong against all risks or may protect us less than anticipated, in which case our business, financial condition and results of operations and cash flows may be materially adversely affected.

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We do not own the trading platform upon which our business operates and if the license was terminated our business would experience significant operating disruptions.

Man Loong  licenses the software that is utilized to run its electronic trading platform from True Technology, an entity owned by our Chief Executive Officer and one of our directors and shareholders pursuant to the terms of a license agreement that can be terminated upon our breach of the terms of the agreement.  Although we believe that alternative software programs are available or could be developed by other third parties or eventually by Man Loong in house, the development of any such programs would be costly and may not be available in a timely manner.  The termination of the license agreement would likely result in suspension of Man Loong’s internet transmission capabilities and its business would experience significant operating disruptions if the license agreement were terminated.

Man Loong also relies on True Technology’s computer systems or third-party service and software providers, including trading platforms, back-office systems, internet service providers and communications facilities. In these third-party services, deterioration in their performance or quality, could adversely affect Man Loong’s business. If Man Loong’s arrangement with any third party is terminated, it may not be able to find an alternative systems or a services provider on a timely basis or on commercially reasonable terms. This could have a material adverse effect on our business, financial condition and results of operations and cash flows.

Our business is substantially dependent upon our licensed trading platform. Any disruption or corruption of the trading platform or our inability to maintain technological superiority in our industry could have a material adverse effect on our business, financial condition and results of operations and cash flows.

Our business is substantially dependent upon Man Loong’s licensed electronic trading platform, which Man Loong relies upon to accurately and timely receive and process internal and external data.  If the trading platform were to fail to function properly for any reason, Man Loong could suffer from trade errors and therefore it would be forced to suspend operations until such time as the disruptions were fixed. Man Loong’s ability to facilitate transactions successfully and provide high quality customer service depends on the efficient and uninterrupted operation of its computer and communications hardware and software systems. Computer systems are vulnerable to damage or interruption from human error, natural disasters, power loss, telecommunication failures, break-ins, sabotage, computer viruses, intentional acts of vandalism, computer denial-of-service attacks and other similar events. If Man Loong’s systems fail to perform, it could experience periodic interruptions and disruptions in operations, slower response times or decreased customer satisfaction.

In order to remain competitive, Man Loong’s electronic trading platform is under continuous development and redesign. However, with any newly developed technology Man Loong runs the ongoing risk that failures may occur and result in service interruptions or other negative consequences such as slower quote aggregation, slower trade execution, erroneous trades, or mistaken risk-management information.

We believe Man Loong’s technology has provided Man Loong with a competitive advantage relative to many of its competitors. If its competitors develop more advanced technologies, it  may be required to devote substantial resources to the development of more advanced technology to remain competitive. The gold and silver market is characterized by rapidly changing technology, evolving industry standards and changing trading systems, practices and techniques. Man Loong may not be able to keep up with these rapid changes in the future, develop new technology, realize a return on amounts invested in developing new technologies or remain competitive in the future.

Man Loong’s systems have in the past experienced disruptions in operations, which it believes will continue to occur from time to time. As of the date hereof, we have not been notified of any claim against Man Loong alleging harm caused to third parties by this disruption and its customers have continued to actively place precious metals trading orders through their respective trading accounts. However, we can provide no assurance that we will not receive any claims in the future in connection with this disruption.

To mitigate the risk of trading disruptions, Man Loong has  a mirror server setup in a secured server room in its headquarters office in Hong Kong.   The mirror server has the same trading software installed as the production server.  If there are any network problems with the production server, the network connection will be switched to mirror server to minimize, if not avoid entirely any downtime of the trading systems.  In addition, Man Loong has two IT specialists and one operations manager to continuously monitor the server status and ensure the resumption of operations should it ever become necessary.

5

Man Loong’s IT department is working with IT security consultants to strengthen and protect its network from intentional attacks. Man Loong has also established a separate department to monitor its networks and to identify and minimize human errors, such as clerical mistakes and incorrectly placed trades, as well as intentional misconduct, such as unauthorized trading, mischief and fraud. Furthermore, Man Loong seeks to mitigate the impact of any operational issues by maintaining insurance coverage for various contingencies. Despite any precautions it may take, any systems failure that causes an interruption in its services or decreases the responsiveness of its services could, among other consequences, impair its reputation, damage its brand name and materially adversely affect its and our business, financial condition and results of operations and cash flows.

Due to the fact that Man Loong’s cost structure is largely fixed, it  may not be able to respond to changes in revenue.

A substantial portion of Man Loong’s expenses are fixed expenses for which it has payment commitments regardless of its revenue.  These expenses include office lease costs, computer hardware and software, hosting facilities and security and staffing costs. If demand for Man Loong’s services declines and, as a result, its revenues decline, it may not be able to adjust its cost structure on a timely basis and its profitability may be materially adversely affected.

Our revenue is dependent upon Man Loong’s ability to attract and retain the agents with whom its customers have accounts.

Our revenue is dependent upon Man Loong’s ability to retain and attract agents.  Man Loong’s customer base is primarily comprised of agents which have been retained by individual customers who generally trade in gold and silver spot contracts. Although Man Loong offer products and tailored services designed to educate, support and retain its agents’ customers, its efforts to attract new agents, and those agents’ ability to attract new customers or reduce the attrition rate of its existing agents and their customers may not be successful. If Man Loong is unable to maintain or increase its agent retention rates or generate a substantial number of new agents in a cost-effective manner, its business, financial condition and results of operations and cash flows would likely be adversely affected.  During the prior year, Man Loong’s loss of two agents resulted in a substantial decrease in its revenue.  Although Man Loong has spent significant financial resources on support services for agents and their customers, marketing expenses and related expenses and plan to continue to do so, these efforts may not be cost-effective at attracting new agents and customers. In particular, we believe that costs for customer support services and rates for desirable advertising and marketing placements, including online, search engine, print and television advertising, are likely to increase in the foreseeable future, and Man Loong may be disadvantaged relative to its larger competitors in its ability to expand or maintain its customer support capabilities, and advertising and marketing commitments.

Any future expansion or acquisitions may result in significant transaction expenses, integration and consolidation risks and risks associated with entering new markets, and we may be unable to profitably operate our consolidated company.

Our growth strategy includes the penetration of new markets in the future.  Any future markets that we enter may result in significant transaction expenses and present new risks associated with entering additional markets or offering new products and integrating the acquired companies.  We may not have sufficient management, financial and other resources to integrate our operations in the new markets with our current operations and we may be unable to profitably operate our expanded company. Additionally, any new businesses that we may acquire, once integrated with our existing operations, may not produce expected or intended results.

Some of the new markets may be in emerging growth countries.  To compete successfully in these emerging markets, we must continue to design, develop, and sell new and enhanced precious metals electronic trading programs and services that are culturally acceptable to these emerging markets. Any emerging market that we attempt to penetrate will have risks of potential entrenched local competition, higher credit risks, cultural differences, less developed and established local financial and banking infrastructure, reduced protection of intellectual rights, inability to enforce contracts in some jurisdictions, difficulties and costs associated with staffing and managing foreign operations, including reliance on newly hired local personnel, currency and tax laws that may prevent or restrict the transfer of capital and profits among our various operations around the world; and time zone, language and cultural differences among personnel in different areas of the world. We may also have difficulty in complying with the diverse regulatory requirements of multiple jurisdictions, which may be more burdensome, not clearly defined, and subject to unexpected changes, potentially exposing us to significant compliance costs and regulatory penalties

Our Hong Kong operating subsidiary, Man Loong, facilitates the trading of gold and silver spot contracts in Hong Kong and China.  Spot contracts in gold and silver are not and may not be offered in the U.S. by us, including by our non-U.S. subsidiary, and are not eligible for resale to U.S. residents. They are not currently registered with the U.S. Securities and Exchange Commission or any other U.S. regulators.

Man Loong  may be unable to respond to customers’ demands for new services and products and our business, financial condition and results of operations and cash flows may be materially adversely affected.

Man Loong’s customers may demand new services provided by Man Loong’s electronic trading platform. If Man Loongs fails to identify these demands from customers or update our services accordingly, any new services and products provided by its competitors may render its existing services and products less competitive. Man Loong is currently dependent upon a third party for the development of enhancements to its trading platform.  The software developer is not our employee and we cannot control the timing or amount of resources they devote to our programs.  Our future success will depend, in part, on Man Loong’s ability to respond to customers’ demands for new services and products on a timely and cost-effective basis and to adapt to address the increasingly sophisticated requirements and varied needs of our customers and prospective customers. We may not be successful in developing, introducing or marketing new services and products. In addition, Man Loong’s new service and product enhancements may not achieve market acceptance. Any failure on our part or Man Loong’s  to anticipate or respond adequately to customer requirements, or any significant delays in the development, introduction or availability of new services, products or service or product enhancements could have a material adverse effect on our business, financial condition and results of operations and cash flows.

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We depend on our key personnel, the loss of whom would impair our ability to compete.

We and Man Loong are highly dependent on the employment services of Kee Yuen Choi, our Chief Executive Officer. The loss of Mr. Choi’s services could adversely affect us. We and Man Loong are also dependent on the other members of our management. The loss of the service of any of these persons could seriously harm our product development and commercialization efforts. In addition, research, product development and commercialization will require additional skilled personnel in areas such as software and electronic technical support, customer support and marketing and retention of personnel, particularly for employees with technical expertise, is uncertain. If we are unable to hire, train and retain a sufficient number of qualified employees, our ability to conduct and expand our business could be seriously reduced. The inability to retain and hire qualified personnel could also hinder the planned expansion of our business and may result in us relocating some or all of our operations.

Our Chief Executive Officer beneficially owns and controls a substantial portion of our outstanding common stock, which may limit your ability and the ability of our other stockholders, whether acting alone or together, to propose or direct the management or overall direction of our Company.

Mr. Choi, as our Chief Executive Officer and Chairman of our Board of Directors, and through his control of approximately 50% of our outstanding Common Stock, controls the Company and important matters relating to us.  As a result of his positions and his control of our common stock, Mr. Choi controls the outcome of all matters submitted to our shareholders for approval, including the election of our directors, our business strategy and our day-to-day operations.  In addition, Mr. Choi’s ownership of our Common Stock and control of the Company could discourage the acquisition of our Common Stock by potential investors and could have an anti-takeover effect, preventing a change in control of the Company and possibly depressing the trading price of our Common Stock.  There can be no assurance that conflicts of interest will not arise with respect to Mr. Choi’s ownership and control of the Company or that any conflicts will be resolved in a manner favorable to the other shareholders of the Company.

Man Loong’s operations will be dependent upon its ability to protect our intellectual property, which could be costly.

Our success will depend in part upon protecting any technology we or Man Loong uses or may develop from infringement, misappropriation, duplication and discovery, and avoiding infringement and misappropriation of third party rights. We intend to rely, in part, on a combination of patent and contract law to protect such technology in the United States and abroad. However, we or our licensor may in the future need to initiate lawsuits to protect or enforce our patents, which would be expensive and, if we or they lose, may cause us to lose some of our intellectual property rights, which would reduce our ability to compete in the market.

The risks and uncertainties that we face with respect to our patents and other proprietary rights include the following:

● the pending patent applications we have filed or to which we have exclusive rights may not result in issued patents or may take longer than we expect to result in issued patents;

● the claims of any patents which are issued may not provide meaningful protection;

● we may not be able to develop additional proprietary technologies that are patentable;

● the patents licensed or issued to us or our customers may not provide a competitive advantage;

● other companies may challenge patents licensed or issued to us or our customers;

● patents issued to other companies may harm our ability to do business;

● other companies may independently develop similar or alternative technologies or duplicate our technologies; and

● other companies may design around the technologies we have licensed or developed.

There can be no assurance that any of our patent applications or licensed patent applications will issue or that any patents that may issue will be valid and enforceable. We may not be successful in securing or maintaining proprietary patent protection for our products and technologies that we develop or license. In addition, our competitors may develop products similar to ours using methods and technologies that are beyond the scope of our intellectual property protection, which could reduce our anticipated sales. While some of our products have proprietary patent protection, a challenge to these patents can subject us to expensive litigation. Litigation concerning patents, other forms of intellectual property, and proprietary technology is becoming more widespread and can be protracted and expensive and distract management and other personnel from performing their duties.

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We also rely upon trade secrets, unpatented proprietary know-how, and continuing technological innovation to develop a competitive position.   If these measures do not protect our rights, third parties could use our technology, and our ability to compete in the market would be reduced. In addition, employees, consultants and others who participate in the development of our products may breach their agreements with us regarding our intellectual property, and we may not have adequate remedies for the breach. We also may not be able to effectively protect our intellectual property rights in some foreign countries and our trade secrets may become known through other means not currently foreseen by us. We cannot assure you that others will not independently develop substantially equivalent proprietary technology and techniques or otherwise gain access to our trade secrets and technology, or that we can adequately protect our trade secrets and technology.

Additionally, in order to protect or enforce our patent rights, we may initiate patent litigation against third parties, such as infringement suits or interference proceedings. Litigation may be necessary to:

● assert claims of infringement;

● enforce our patents;

● protect our trade secrets or know-how; or

● determine the enforceability, scope and validity of the proprietary rights of others.

Lawsuits could be expensive, take significant time and divert management’s attention from other business concerns. They would put our licensed patents at risk of being invalidated or interpreted narrowly and our patent applications at risk of not issuing. We may also provoke third parties to assert claims against us. Patent law relating to the scope of claims in the technology fields in which we operate is still evolving and, consequently, patent positions in our industry are generally uncertain. If initiated, we cannot assure you that we would prevail in any of these suits or that the damages or other remedies awarded, if any, would be commercially valuable. During the course of these suits, there could be public announcements of the results of hearings, motions and other interim proceedings or developments in the litigation. If securities analysts or investors were to perceive any of these results to be negative, our stock price could decline.

We may incur substantial liabilities and may be required to limit commercialization of our electronic trading platform in response to product liability lawsuits.

We or Man Loong could be the subject of complaints or litigation from customers alleging product quality or operational concerns. Litigation or adverse publicity resulting from these allegations could materially and adversely affect our business, regardless of whether the allegations are valid or whether we are liable. Neither we nor Man Loong currently  have product liability insurance coverage, and even if there was such coverage, there would be no assurance that such coverage would be sufficient to properly protect us. Further, claims of this type, whether substantiated or not, may divert our financial and management resources from revenue generating activities and the business operation.

We are an “emerging growth company,” and any decision on our part to comply with certain reduced disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act enacted in April 2012, and, for as long as we continue to be an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We could remain an emerging growth company until the earliest of : (i) the last day of the fiscal year in which we have total annual gross revenues of $1 billion or more; (ii)  the last day of our fiscal year following the fifth anniversary of the date of our first sale of common equity securities pursuant to an effective registration statement; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer.  We cannot predict if investors will find our common stock less attractive if we choose to rely on these exemptions. If some investors find our common stock less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our common stock and our stock price may be more volatile.

Under Section 107(b) of the Jumpstart Our Business Startups Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

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As a result of our becoming a public company, we will become subject to additional reporting and corporate governance requirements that will require additional management time, resources and expense.

In connection with this filing, we will become obligated to file with the U.S. Securities and Exchange Commission annual and quarterly information and other reports that are specified in the U.S. Securities Exchange Act of 1934. We will also become subject to other reporting and corporate governance requirements under the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated thereunder, all of which will impose significant compliance and reporting obligations upon us.

Our internal controls over financial reporting may not be effective and our independent registered public accounting firm may not be able to certify as to their effectiveness, which could have a significant and adverse effect on our business and reputation.

As a newly public reporting company, we will be in a continuing process of developing, establishing, and maintaining internal controls and procedures that will allow our management to report on, and our independent registered public accounting firm to attest to, our internal controls over financial reporting if and when required to do so under Section 404 of the Sarbanes-Oxley Act of 2002. Our independent registered public accounting firm is not required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act until the later of the year following our first annual report required to be filed with the SEC, or the date we are no longer an emerging growth company. Our management will be required to report on our internal controls over financial reporting under Section 404 commencing in fiscal year 2015. If we fail to achieve and maintain the adequacy of our internal controls, we would not be able to conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating. Moreover, our testing, or the subsequent testing by our independent registered public accounting firm, that must be performed may reveal other material weaknesses or that the material weaknesses described above have not been fully remediated. If we do not remediate the material weaknesses described above, or if other material weaknesses are identified or we are not able to comply with the requirements of Section 404 in a timely manner, our reported financial results could be materially misstated or could subsequently require restatement, we could receive an adverse opinion regarding our internal controls over financial reporting from our independent registered public accounting firm and we could be subject to investigations or sanctions by regulatory authorities, which would require additional financial and management resources, and the market price of our stock could decline.

Future sales of our common stock by our existing shareholders could cause our stock price to decline.

The Company will have a significant number of restricted shares that will become eligible for sale shortly after this registration statement is declared effective. We currently have 51,260,000 shares of our common stock outstanding, all of which are restricted securities. Of such amount, the shares being registered herein will be eligible for sale immediately upon the effectiveness of this registration statement. All of the remaining shares will be eligible for resale under Rule 144 within ninety days of us being a reporting company under Section 13 or 15 of the Securities Exchange Act of 1934 (the “Exchange Act”), subject to certain restrictions.  It is conceivable that following the holding period, many shareholders may wish to sell some or all of their shares. If our shareholders sell substantial amounts of our common stock in the public market at the same time, the market price of our common stock could decrease significantly due to an imbalance in the supply and demand of our common stock. Even if they do not actually sell the stock, the perception in the public market that our shareholders might sell significant shares of our common stock could also depress the market price of our common stock.

A decline in the price of shares of our common stock might impede our ability to raise capital through the issuance of additional shares of our common stock or other equity securities, and may cause you to lose part or all of your investment in our shares of common stock.

Shareholders purchasing shares in this offering do not have pre-emptive rights, which will cause them to experience dilution if we issue additional securities.

At any time or times after this offering, we may issue and sell additional shares of our authorized but previously unissued shares of common stock, preferred stock, or common stock warrants on such terms and conditions as our Board of Directors, in its sole discretion, may determine without consent of our shareholders. Our shareholders do not have pre-emptive rights to acquire additional shares should we in the future issue or sell additional securities. Thus, we are not required to offer any existing shareholder the right to purchase his or her pro rata portion of any future issuance of securities and, therefore, upon the issuance of any additional securities by us hereafter, our shareholders will not be able to maintain their then existing pro rata ownership in our outstanding shares of common stock, preferred stock, or common stock warrants without additional purchases of securities at the price then set internally by us.

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In the event of a breach of law by us or a breach of a contractual obligation our shareholders will have little or no recourse because all of our assets, as well as our officers and directors, are located in Hong Kong.

Investors in our Company will have little recourse in the event of a breach of law or contractual obligation that has an adverse effect upon our operations because of the inherent difficulties in enforcing their rights since all of our assets are located in Hong Kong. Inasmuch as our officers and directors reside outside of the United States, investors located in the United States may have difficulty enforcing their rights against such person if he were to breach his duties. In addition, it may not be possible to effect service of process in Hong Kong and uncertainty exists as to whether the courts in Hong Kong would recognize or enforce judgments of U.S. courts obtained against our officers and directors predicated on the civil liability provisions of the securities laws of the U.S. or any state thereof, or to be competent to hear original actions brought in Hong Kong against us or such person predicated upon the securities laws of the United States or any state thereof.

We do not expect to pay dividends on our common stock in the foreseeable future.

Although Man Loong has paid dividends to its private stockholders in the past, we do not expect to pay dividends on common stock for the foreseeable future, and we may never pay dividends.  Consequently, the only opportunity for investors to achieve a return on their investment may be if a trading market develops and investors are able to sell their shares for a profit or if our business is sold at a price that enables investors to recognize a profit. We currently intend to retain any future earnings to support the development and expansion of our business and do not anticipate paying cash dividends for the foreseeable future. Our payment of any future dividends will be at the discretion of our Board of Directors after taking into account various factors, including but not limited to our financial condition, operating results, cash needs, growth plans and the terms of any credit agreements that we may be a party to at the time. In addition, our ability to pay dividends on our common stock may be limited by state law. Accordingly, we cannot assure investors any return on their investment, other than in connection with a sale of their shares or a sale of our business. At the present time there is a limited trading market for our shares. Therefore, holders of our securities may be unable to sell them. We cannot assure investors that an active trading market will develop or that any third party will offer to purchase our business on acceptable terms and at a price that would enable our investors to recognize a profit.

Our lack of an independent audit committee and audit committee financial expert at this time may hinder our board of directors’ effectiveness in fulfilling the functions of the audit committee without undue influence from management and until we establish such committee will prevent us from obtaining a listing on a national securities exchange.

Although our common stock is not listed on any national securities exchange, for purposes of independence we use the definition of independence applied by NASDAQ. Currently, we have no independent audit committee. Our full board of directors functions as our audit committee and is comprised of five directors, three of whom are considered to be "independent" in accordance with the requirements set forth in NASDAQ Listing Rule 5605(a)(2). An independent audit committee plays a crucial role in the corporate governance process, assessing our Company's processes relating to our risks and control environment, overseeing financial reporting, and evaluating internal and independent audit processes. The lack of an independent audit committee may prevent the board of directors from being independent from management in its judgments and decisions and its ability to pursue the responsibilities of an audit committee without undue influence. We may have difficulty attracting and retaining directors with the requisite qualifications. If we are unable to attract and retain qualified, independent directors, the management of our business could be compromised.. An independent audit committee is required for listing on any national securities exchange, therefore until such time as we have an independent audit committee we will be ineligible for listing on any national securities exchange.

Our board of directors acts as our compensation committee, which presents the risk that compensation and benefits paid to those executive officers who are board members and other officers may not be commensurate with our financial performance.

A compensation committee consisting of independent directors is a safeguard against self-dealing by company executives. Our board of directors acts as the compensation committee and determines the compensation and benefits of our executive officers, administers our employee stock and benefit plans, and reviews policies relating to the compensation and benefits of our employees. Our lack of an independent compensation committee presents the risk that our executive officer on the board may have influence over his personal compensation and benefits levels that may not be commensurate with our financial performance.

Limitations on director and officer liability and indemnification of our Company’s officers and directors by us may discourage stockholders from bringing suit against an officer or director.

Our Company’s certificate of incorporation and bylaws provide, with certain exceptions as permitted by governing state law, that a director or officer shall not be personally liable to us or our stockholders for breach of fiduciary duty as a director or officer, except for acts or omissions which involve intentional misconduct, fraud or knowing violation of law, or unlawful payments of dividends. These provisions may discourage stockholders from bringing suit against a director or officer for breach of fiduciary duty and may reduce the likelihood of derivative litigation brought by stockholders on our behalf against a director or officer.

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We are responsible for the indemnification of our officers and directors.

Should our officers and/or directors require us to contribute to their defense, we may be required to spend significant amounts of our capital. Our certificate of incorporation and bylaws also provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney's fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on behalf of our Company. This indemnification policy could result in substantial expenditures, which we may be unable to recoup. If these expenditures are significant, or involve issues which result in significant liability for our key personnel, we may be unable to continue operating as a going concern.

Our common stock may be thinly traded, so you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.

Prior to this offering, you could not buy or sell our common stock publicly. We cannot predict the extent to which investors’ interests will lead to an active trading market for our common stock or whether the market price of our common stock will be volatile following this offering. If an active trading market does not develop, investors may have difficulty selling any of our common stock that they buy. There may be limited market activity in our stock and we are likely to be too small to attract the interest of many brokerage firms and analysts. We cannot give you any assurance that a public trading market for our common stock will develop or be sustained. If we trade on OTC markets, the trading volume we will develop may be limited by the fact that many major institutional investment funds, including mutual funds as well as individual investors, follow a policy of not investing in OTC stocks and certain major brokerage firms restrict their brokers from recommending OTC stocks because they are considered speculative, volatile, thinly traded and the market price of the common stock may not accurately reflect the underlying value of our Company. The market price of our common stock could be subject to wide fluctuations in response to quarterly variations in our revenues and operating expenses, announcements of new products or services by us, significant sales of our common stock, including “short” sales, the operating and stock price performance of other companies that investors may deem comparable to us, and news reports relating to trends in our markets or general economic conditions.

The application of the “penny stock” rules to our common stock could limit the trading and liquidity of the common stock, adversely affect the market price of our common stock and increase your transaction costs to sell those shares.

As long as the trading price of our common stock is below $5 per share, the open-market trading of our common stock will be subject to the “penny stock” rules, unless we otherwise qualify for an exemption from the “penny stock” definition. The “penny stock” rules impose additional sales practice requirements on certain broker-dealers who sell securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together with their spouse). These regulations, if they apply, require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the associated risks. Under these regulations, certain brokers who recommend such securities to persons other than established customers or certain accredited investors must make a special written suitability determination regarding such a purchaser and receive such purchaser’s written agreement to a transaction prior to sale. These regulations may have the effect of limiting the trading activity of our common stock, reducing the liquidity of an investment in our common stock and increasing the transaction costs for sales and purchases of our common stock as compared to other securities. The stock market in general and the market prices for penny stock companies in particular, have experienced volatility that often has been unrelated to the operating performance of such companies. These broad market and industry fluctuations may adversely affect the price of our stock, regardless of our operating performance. Stockholders should be aware that, according to Securities and Exchange Commission (“SEC”) Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include: (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. The occurrence of these patterns or practices could increase the volatility of our share price.

We may not be able to attract the attention of major brokerage firms, which could have a material adverse impact on the market value of our common stock. 

The trading market for our common stock will rely in part on the research and reports that equity research analysts publish about us and our business. We do not control these analysts. However, security analysts of major brokerage firms may not provide coverage of our common stock since there is no incentive to brokerage firms to recommend the purchase of our common stock, which may adversely affect the market price of our common stock. If equity research analysts do provide research coverage of our common stock, the price of our common stock could decline if one or more of these analysts downgrade our common stock or if they issue other unfavorable commentary about us or our business. If one or more of these analysts ceases coverage of our company, we could lose visibility in the market, which in turn could cause our stock price to decline.

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RISKS RELATED TO REGULATION

Litigation and regulatory investigations may result in significant financial losses and harm to our reputation.

We face significant risk of litigation, regulatory investigations and similar actions in the ordinary course of our business, including the risk of lawsuits and other legal actions relating to unauthorized transactions, error transactions, breach of data privacy laws, breach of fiduciary or other duties. Any such action may include claims for substantial or unspecified compensatory damages, as well as civil, regulatory or criminal proceedings against our directors, officers or employees, and the probability and amount of liability, if any, any remain unknown for significant periods of time. We may be also subject to various regulatory inquiries, such as information requests and book and records examinations, from regulators and other authorities in the geographical markets in which we operate.

A substantial liability arising from a law suit judgment or a significant regulatory action against us or a disruption in our business arising from adverse adjudications in proceedings against our directors, officers or employees could have a material adverse effect on our business, financial condition and results or operations. Moreover, even if we ultimately prevail in the litigation, regulatory action or investigation, we could suffer significant harm to our reputation, which could materially affect our prospects and future growth, including our ability to attract new customers, retain current customers and recruit and retain employees and agents.

Compliance with rules and regulations in our geographical markets could have a material adverse effect on our business, financial condition and results of operation.

As a data user we and Man Loong are prohibited from doing or engaging in any practice that contravenes the data privacy laws, rules and regulations that regulate the use of customer data in the markets in which we or Man Loong are engaged. In Hong Kong, Man Loong is governed by the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) Compliance with these laws, rules and regulations may restrict Man Loong’sbusiness activities, require us to incur increased expenses and devote considerable time to compliance efforts.

In addition, we or Man Loong  may also be required to qualify to do business in certain foreign countries where we have customers residing. We and Man Loong are required to comply with the laws and regulations of each country in which we conduct business, including laws and regulations currently in place or which may be enacted related to Internet services available to their citizens from service providers located elsewhere. Any failure to develop effective compliance and reporting systems could result in regulatory penalties in the applicable jurisdiction, which could have a material adverse effect on our business, financial condition and results of operations and cash flows.

Presently all transactions for spot contracts on gold and silver are executed and completed over Man Loong’selectronic trading platform or telephone transaction system located in Hong Kong although its customers may not reside in Hong Kong. Agents and their customers may access Man Loong’s electronic trading platform via the Internet from anywhere in the world, but all instructions are first communicated to Man Loong and then the resulting trade is executed in Hong Kong. The acceptance of a customer order by Internet in a jurisdiction other than Hong Kong may require Man Loong to comply with the laws of that jurisdiction and failure to comply may have a material negative impact on our financial condition and business results.

Without local PRC registration, licensing or authorization, we may be subject to possible enforcement action and sanction for our operations in the PRC if our operations are deemed to have violated PRC regulations.

When permitted, we promote our services to customers outside of Hong Kong, including to customers in China where our industry is regulated. The regulatory rules and procedures for engaging in our business in China are complex and are not as clear as those in many other jurisdictions and so we have not sought licensing from PRC government authorities to conduct business operations in China. We do work with third party agents to promote and introduce our services to individuals and businesses in China and we accept them as customers via our website. Our PRC legal counsel has advised us that our activities in China are in compliance with PRC law because such activities are purely promotional and never involve the conduct of any business transactions in China. We cannot assure you that PRC rules and regulations will not change such that we can no longer engage in such promotional activities or offer our precious metals trading services to PRC residents online. In such case, we may be subject to fines, penalties, or sanctions or may be required to cease such offerings to PRC residents all together. These restrictions may limit our ability to increase revenues and would have a material adverse effect on our results of operations.

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If Man Loong were to fail to comply with the requirements of the CGSE (Chinese Gold & Silver Exchange Society), Man Loong  could lose our ability to process client trades, which would have an adverse material effect on our revenues, business and financial condition.

Man Loong must comply with the minimum working capital and other requirements of the CGSE to continue our present business operations as an officially designated electronics trading member of the CGSE, a self-regulatory organization registered in Hong Kong.  If we were to fall out of compliance with the CGSE’s requirements for its members, Man Loong could lose its ability to facilitate any trades of gold, silver and other precious metals for clients, and potentially lose its membership in the CGSE, all of which would have an adverse material effect on our revenues, business and financial condition. The constitution of the CGSE requires its members to have a minimum working capital, defined as cash plus precious metals, of approximately $193,000 and minimum required assets of $643,000. The CGSE also requires its members to submit a quarterly liquidity capital report, in order to ensure that the bank balances exceed or equal the balance of customer deposits, as well as comply with a code of conduct which is established by CGSE. As of March 31, 2012 and 2011, Man Loong was in compliance with these requirements, with $1.7 million and $.2 million in cash, respectively, and $2.2 million and $2.3 million, respectively, in total assets. 

Our growth may be limited by various restrictions and we remain at risk that we may be required to cease operations if we become subject to regulation by local government bodies.

We currently have only a limited presence in a number of significant markets and may not be able to gain a significant presence there unless and until regulatory barriers to international firms in certain of those markets are modified. Consequently, we cannot assure you that our international expansion will continue and that we will be able to develop our business in emerging markets as we currently plan. Furthermore, we may be subject to possible enforcement action and sanction if we are determined to have previously offered, or currently offer, our services in violation of local government’s regulations. In these circumstances, we are exposed to sanction by local enforcement agencies and our contracts with customers may be unenforceable. We may also be required to cease the conduct of our business with customers in the relevant jurisdiction and/or we may determine that compliance with the regulatory requirements for continuance of the business is too onerous to justify making the necessary changes to continue that business.

Procedures and requirements of the patriot act may expose us to significant costs or penalties.

As participants in the financial services industry, we are, and our subsidiaries are, subject to laws and regulations, including the Patriot Act of 2001, that require that we know our customers and monitor transactions for suspicious financial activities. The cost of complying with the Patriot Act and related laws and regulations is significant. We face the risk that our policies, procedures, technology and personnel directed toward complying with the Patriot Act are insufficient and that we could be subject to significant criminal and civil penalties due to noncompliance. Such penalties could have a material adverse effect on our business, financial condition and results of operations and cash flows. In addition, as an online financial services provider with customers worldwide, we may face particular difficulties in identifying our customers and monitoring their activities.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the common stock by the Selling Stockholders pursuant to this prospectus. All proceeds from the sale of the shares will be for the account of the Selling Stock holders. 

BUSINESS

History

Since April 3, 2013, through our subsidiary, Man Loong, we have been engaged in the precious metals trading business, providing precious metals spot contract to clients for gold and silver trading, via a 24-hour electronic trading platform which we license from True Technology located in Hong Kong.  In facilitating trades of these precious metals, Man Loong acts in its capacity as an officially designated electronics trading member of the Chinese Gold and Silver Exchange Society, or the “CGSE”, in Hong Kong.  Man Loong holds a Type AA License which authorizes us to engage in the electronic trading of Kilo Gold and Loco London Gold and Silver.  The electronic trading platform that Man Loong licenses from True Technology provides its customers with CGSE price quotations on gold and silver spot contracts, on a Loco London basis, as well as information updates on the gold and silver market, based on an evaluation of third-party market pricing sources such asReuters or Bloomberg.  Man Loong’s client base is primarily in Hong Kong where it has one office and maintain its trading platforms and in China where it works through various independent sales agents.

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Man Loong’s membership in the CGSE allows it to facilitate trades on behalf of nonmembers who executes trades to buy and/or  sell gold and/or  silver spot contracts without its  being required to become  a counterparty to the trade or to purchase or sell any  gold or silver being traded as a principal.  Man Loong receives a brokerage commission per trade ranging from $20 to $40  regardless of the purchase price paid or received  for the gold or silver traded and its clients assume the sole responsibility for settlement of the purchase price of the gold or silver traded and for any resulting gain or loss recognized on those trades.  Substantially all of Man Loong’s revenue is derived from the commission it receives on each trade executed through our electronic trade platform or telephone transaction system.

For our fiscal years ended March 31, 2011 and 2012, Man Loong’s revenue was approximately $2.6 million and $2.0 million, respectively and Man Loong’s net income was $1.2 million and $0.25 million, respectively.  For the nine months ended December 31, 2012 and 2011, Man Loong’s revenue was $858,434 and $1,751,153, respectively and it had a   net loss of ($453,127) for the nine months ended December 31, 2012 and net income of $421,474 for the nine months ended December 31, 2011.

Our principal executive offices are located at 80 Broad Street, New York, New York 10004.  The telephone number at our principal executive offices is (212) 837-7858.  Man Loong’s principal offices are located at 8/F, Tower 5, China Hong Kong City, 33 Canton Road, Tsim Sha Tsui, Hong Kong. The telephone number at Man Loong’s principal executive office is +852-2155-3999. All Man Loong’s transactions and the technologies, including the servers that carry out these transactions, are all executed and located in Hong Kong.

Our Corporate History and Background

We were incorporated under the laws of the State of Delaware on January 28, 2013.  We were initially formed to develop software for use in on-line trading of gold and silver contracts.  Since the acquisition of Man Loong, our business development focus has been, and will continue to be, solely on increasing Man Loong’s market share for the on-line trading of gold and silver spot contracts within the Hong Kong market while developing Man Loong’s business model for the on-line trading of gold and silver spot contracts by Man Loong in the People’s Republic of China.

Acquisition of Man Loong

On April 3, 2013, we entered into a Contribution Agreement with the shareholders of Man Loong, whereby we acquired 100% of the issued and outstanding capital stock of Man Loong from its shareholders, in exchange for 50,760,000 newly issued shares of our common stock, par value $0.0001.  After the transaction Man Loong became our wholly owned subsidiary.

As a result of the acquisition, we have assumed the business and operations of Man Loong Man Loong Bullion which was incorporated in 1974 in Hong Kong and was re-registered in 2009 under Hong Kong law as a limited liability company, to facilitate the trading of precious metals spot contracts. Man Loong initially provided an electronic trading platform that offered one-stop electronic trading in Hong Kong, and expanded its services in 2010 to include the trading for its clients, and not as principal, of gold and silver spot contracts in China.

The acquisition of Man Loong for accounting purposes was treated as a reverse merger, with eBullion acquiring 100% of the outstanding common stock of Man Loong in exchange for 50,7600,000 newly issued shares of our common stock, par value $.0001. Unless the context suggests otherwise, when we refer in this prospectus to business and financial information for periods prior to the consummation of the reverse acquisition, we are referring to the business and financial information of Man Loong Bullion For accounting purposes, the reverse merger of eBullion, Inc. (Delaware U.S.) with Man Loong Bullion has been treated as a recapitalization with no adjustment to the historical book and tax basis of either companies’ assets and liabilities.

Our Corporate Structure

All of our business operations are conducted through our Hong Kong operating subsidiary, Man Loong.  For ease of reference, below is a chart that presents our current corporate structure.

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Our principal executive offices are located at 80 Broad Street, New York, New York 10004.   Man Loong’s principal offices are located at 8/F, Tower 5, China Hong Kong City, 33 Canton Road, Tsim Sha Tsui, Hong Kong.The telephone number at our principal executive office is +852-2155-3999. All our transactions and the technologies, including the servers that carry out these transactions, are all executed and located in Hong Kong.

Our Industry

In the past, investors have focused on increasing wealth through investment in stock, however, the recent turmoil in global financial markets resulted in increased interest in the precious metals market, particularly the market for gold and silver, as a means of preserving or enhancing wealth.

The Market for Gold

Investors have generally acquired gold as a hedge against economic, political, or social currency crises (including investment market declines, national debt, currency failure, inflation, war and social unrest). Throughout history gold has been used as a standard for currency equivalents specific to economic regions or countries. The London gold fixing, a twice-daily telephone conference of five bullion-trading firms of the London bullion market, has since 1919 set the most common benchmark for the price of gold. Gold is also traded throughout the world based on the intra-day spot price, a price derived from over-the-counter international gold-trading markets Although the price of gold is driven by supply and demand, as well as by speculation as is the case with most commodities, the saving and disposal of gold plays a larger role in affecting its price than its actual consumption. Most of the gold ever mined still exists in accessible form, such as bullion and mass-produced jewelry, with little value over its fine weight, and may be reintroduced onto the gold market.

The Market for Silver

Silver has been regarded as a form of money and store of value for more than four thousand years.  Like gold and other precious metals, silver has been acquired for investment purposes. In 2012, the main demand resulted from industrial applications, jewelry, bullion coins and exchange-traded products. Like most commodities, the price of silver is driven by supply and demand as well as speculation. Compared to gold, the silver price is notoriously volatile as a result of lower market liquidity, and demand fluctuations between industrial and other uses. These fluctuations can cause wide ranging valuations in the silver market.

The gold/silver ratio is often analyzed by traders, investors and buyers; the average gold/silver ratio during the 20th century has been 1:47, which means that 1 troy ounce of gold would buy 47 troy ounces of silver. The lower the ratio/number, the more expensive silver is compared to gold. Conversely the higher the ratio/number, the cheaper silver is compared to gold.

Chinese Gold and Silver Trading Society

There is currently no requirement to register and/or obtain licenses to trade spot contracts of gold and silver with any regulatory body in Hong Kong and the trading of spot contracts on gold and silver in Hong Kong is an unregulated industry. Although not required to,  Man Loong has voluntarily registered with the Chinese Gold and Silver Exchange Society, (“CGSE”), a registered self-regulatory society in Hong Kong which also acts as an exchange for gold and silver.  The CGSE has been in existence since 1910 and has 192 members, of which are engaged in electronic trading transactions. The CGSE has the following mission:

To provide a trading place, facilities and related services to its members for gold, silver and precious metals transactions

● To establish and implement rules and regulations, and to normalize transactions;

● To supervise transaction processes, settlements and delivery arrangements;

● To design trading contracts and regulations, and monitor the fulfillment and completion of contracts;

● To establish and implement a risk management system to control risk in the market;

● To establish settlement prices, and announce and disseminate market information; and

● To supervise and examine all transactions, and to execute punishment if the act of any members violates CGSE rules and regulations.

The CGSE’s Executive and Supervisory Committees are the highest decision-making authority and are responsible for implementing CGSE policies, effecting development plans and monitoring their effectiveness. All CGSE members must conduct themselves in accordance with a code of conduct which is regulated by CGSE. The CGSE’s constitution limits CGSE membership to 192 members, all of whom must have a minimum required working capital, defined as cash plus precious metals, of approximately $193,000 and minimum required assets of $643,000. The CGSE requires its members to submit a quarterly liquidity capital report, in order to ensure that the bank balances exceed or equal the balance of customer deposits. Man Loong was in compliance with these requirements as of March 31, 2012.

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As of December 31, 2012, Man Loong had $737,043 in cash and $1.3 million in total assets.  As of March 31, 2012 and 2011, Man Loong had $1.7 million and $.2 million in cash, respectively, and $2.2 million and $2.3 million, respectively, in total assets.

Applicants to the CGSE must apply for and/or purchase membership and licensing from the CGSE or from existing members, and the CGSE has the power to suspend and/or revoke membership for breach of its rules and regulations. There are 5 categories of CGSE operation status (AA, A1, A2, B and C) that permit the member to deal with various CGSE gold and silver products. Man Loong currently hold the following CGSE licenses:

Licenses	Issuing Authority	Effective Date	Expiration/Term
London Gold and Silver Trading License (AA)	CGSE	January 2010	N/A

The CGSE has two trading methods for participating members: the open outcry method, and since March 2008, electronic trading. Substantially all of our transactions are conducted through our electronic trading platform which is hosted in our offices in Hong Kong and is directly connected to the CGSE electronic trading platform. The open outcry method is used in most major futures markets and describes the conduct of floor traders who call out buying and selling prices in Cantonese in the trading hall and supplements such calls with hand signals. When a transaction is complete, the seller must complete a trading note within 15 minutes and hand it to the buyer for confirmation. Thereafter, the trading note is submitted to the CGSE Settlement Department and the transaction is registered. "99 Tael Gold Contracts" and "Kilo Gold Contracts" are traded with the open outcry method.

The following contracts for 100oz / 10oz Loco London Gold, 2500oz / 250oz Loco London Silver and Kilo Gold RMB are traded with the electronic trading system:

100 Ounces Loco London Gold Contract
Fineness:	995 or up
Basic Trading Unit:	100 ounces
Price unit:	US/Ounces
Minimum Price Fluctuation:	USD0.10/ounces
10 Ounces Loco London Gold Contract
Fineness:	995 or up
Basic Trading Unit:	10 ounces
Price unit:	US/Ounces
Minimum Price Fluctuation:	USD0.10/ounces
2500 Ounces Loco London Silver Contract
Fineness:	9999 or up
Basic Trading Unit:	2500 ounces
Price unit:	US/Ounces
Minimum Price Fluctuation:	USD0.01 per ounce
250 Ounces Loco London Silver Contract
Fineness:	9999 or up
Basic Trading Unit:	500 ounces
Price unit:	US/Ounces
Minimum Price Fluctuation:	USD0.01 per ounce
Kilo Gold RMB Contract
Fineness:	9999 or up
Basic Trading Unit:	1 KG or 1000 Gram
Price unit:	RMB/Gram
Minimum Price Fluctuation:	RMB0.01 per gram

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Trading hours for the CGSE electronic trading platform begin at 8:00 a.m. and end at 3:30 a.m. on the following day, Hong Kong time, and electronic trading lasts 19.5 hours. The CGSE also assigns a unique “Contract Transaction Code” to every contract traded on its electronic-trading platform. The assigned Contract Transaction Code protects customer interests and provides transaction transparency by allowing customers to review their transaction details on the CGSE‘s website.

Industry Terminology

Throughout this report, we may use the following gold and silver industry terminology:

● “Loco London Basis” refers to the method of trading used by the Loco London Gold Market in Hong Kong, which is modeled on the London Gold Spot Market. Dealers usually quote their own books, and deal with the investors as principal. Loco London Gold is traded and quoted against US dollars and the minimum size for one contract is 100 ounces.

● “Loco London Spot Price” refers to the basis for virtually all transactions in gold and silver in London. It is a quotation made by dealers based on US dollars per fine troy ounce for gold and US dollars per troy ounce for silver. Settlement and delivery for both metals is in two full business days in London after the day of the deal. From this basis price, dealers can offer material of varying fineness, bar size or form - for example, grain - at premiums to cover the costs of producing smaller, exact weight bars, or bars of a fineness above the 995 fine minimum.

● “Troy Ounce” refers to the trading unit for gold and silver. Gold is traded in per fine troy ounce and silver is traded in per troy ounce. In the case of gold, the unit represents pure gold irrespective of the purity of a particular bar, whereas for silver it represents one ounce of material of which a minimum of 999 parts in every 1,000 will be silver. One troy ounce is equal to 1.10 ounces.

Our Growth Strategy

We believe that the precious metals market creates a significant growth opportunity on which we intend to capitalize by utilizing the following strategies:

● Improved Customer service and trading platform capabilities. We believe that in order to compete effectively in our product market, we must constantly improve the quality of our customer service and improved trading platform capabilities demanded by customers and driven by technological change.  Mna Loonghas established a strong team of IT specialist to ensure that the trading platform functions without disruption and error. Man Loong has entered into licensing agreements with an affiliated company engaged in hosting its servers and the development and enhancement of its trading platform which allows Man Loong to continually improve the functionality of the trading platform in response to customer demands.  In Man Loong’s offices in Hong Kong we provide a 115 workstation trading floor where customers can access our trading platform to execute trades and obtain research information on precious metals prices and price trends.

● Brand Recognition. We also plan on developing our brand recognition. In addition to providing high quality products and effective 24-hour access to the bullion market through Man Loong’s electronic trading platform, we believe that in order to promote our brand recognition, strengthen the management of our distribution network and improve our sales revenue and market share, we will also need to continue expanding our sales channels in Hong Kong, China, Singapore and Vietnam With adequate funding, we plan to acquire a number of local and overseas foreign exchange providers as well as precious metals and commodities brokers that can complement our strengths in services, integration, and implementation. We expect that this strategy will result in expanding our services to a wider customer base.

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Our Products, Services and Customers

Through our subsidiary, Man Loong, we are a recognized electronics trading member of the Chinese Gold and Silver Exchange Society, or the CGSE, in Hong Kong, and hold a Type AA License which authorizes Man Loong to engage in the electronic trading of Kilo Gold and Loco London Gold and Silver. Man Loong provides precious metals spot contract trading services via our 24-hour electronic trading platform in Hong Kong. Man Loong’s trading platform provides our customers with price quotations on gold and silver spot contracts, on a Loco London Basis, as well as information updates on the gold and silver market.

Recently, all of Man Loong’s revenue is derived from commissions that Mna Loong earns facilitating trades for which Mn Loonghas no risk.   Although in the past Mna Loong has been a counterparty for certain limited trading activity, it no longer is a counter party for trades entered through our trading platforms, and instead, it contracts with agents who pay Man Loong a fixed commission on each precious metal spot contract trade that their customers execute through our on-line trading platform.  Man Loong’sgent’s and their customers have the sole responsibility for settlement of the price of the gold or silver contracts traded and for the gain or loss on those trades.

A spot contract is a contract to buy or sell a commodity (i.e. gold/silver) on the transaction date at the spot price. This is distinguished from a forward contract where contract terms are agreed now but delivery and payment will occur at a future date, and from a swap contract, where counterparties exchange cash flows of one party’s financial instrument for those of the other party’s financial instrument. Substantially all of Mna Loong’s past revenue has been derived from the commission Man Loong earns to execute trades for third parties who are not members of the CGSE and we expect that all of our future revenue will be derived from commissions.

Our Electronic Trading Services

● Customers use the electronic trading platform that Man Loong licenses from True Technology to place their purchase and sale of spot contracts on gold and silver online. This user interface is inter-connected with a number of proxy servers and a price server which retains all pricing data feed and formulates from a spectrum of third party market pricing sources (such as M-Finance and Bloomberg). Man Loong’s customer instructions with respect to their contracts then route through the proxy servers and execute through our trading servers, and all trading instructions are archived in our trading database. Man Loong’s licensed electronic trading platform offers a speedy, 24-hour trading channel, allowing customers to acquire and/or dispose their spot contract of precious metals anytime anywhere. Man Loong’s electronic trading platform was developed in partnership with, and is operated and maintained by our affiliate and developer of the platform, True Technology.

● True Technology is an IT services provider owned by Mr. Choi, our Chief Executive Officer and a stockholder and Mr Wong, a director and a stockholder. The Company pays True Technology, a monthly flat fee for the license of the trading platform which has been customized to our specifications.  On May 27, 2011, Man Loong entered into an agreement with True Technology Company Limited for the provision of hosting services by True Technology Company Limited for a monthly fee of $12,900.  On April 1, 2013, Man Loong entered into a new agreement with True Technology Company Limited for the provision of hosting services until March 31, 2015 for a monthly fee of approximately $3,900.  The hosting services include physical space to house a computer system owned by True Technology Company Limited and a connection of Man Loong’s server to the internet using True Technology Company Limited’s public network connections.  The agreement is subject to termination by True Technology Company Limited at any time upon provision of written notice. For the year ended March 31, 2013 and 2012, Man Loong paid True Technology $154,297 for the use of the platform.

To mitigate the risk of trading disruptions, Man Loong has a mirror server setup in a secured server room in its headquarters office in Hong Kong.   The mirror server has the same trading software installed as the production server.  If there are any network problems with the production server, the network connection will be switched to mirror server to minimize, if not avoid entirely any downtime of the trading systems.  In addition, Man Loong has two IT specialists and one operations manager to continuously monitor the server status and ensure the resumption of operations should it ever become necessary.

Unlike other traditional precious metals providers, Man Loong’s electronic trading platform offers other services including real-time spot price quotations as well as updates on global market information. In September, 2012 Man Loong released its smart phone trading system. In February, 2013 Man Loong released its English language trading platform.  We believe that these additional ways of accessing our services will retain existing agents and their customers as well as attract new agents and customers with diverse needs. The table below describes some of Man Loong’s average customer purchases of gold and silver spot contracts on a Loco London Basis:

Product	Loco London Gold*	Loco London Silver*
Contract Size (one lot)	100 ounces	2500 ounces
Minimum price fluctuation	US$0.1	US$0.01
Minimum and maximum trading volume for each order	Minimum: 0.1 lot	Minimum: 0.1 lot
	Maximum: 100 lots	Maximum: 100 lots
Spread Under normal market conditions)	US$0.5	US$0.04

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*A “London Good Delivery” gold bar, which is the market standard, must have a minimum fineness of 995.0 and a gold content of between 350 and 430 fine ounces with the bar weight expressed in multiples of 0.025 of an ounce - the smallest weight used in the market. Gold bars are generally close to 400 ounces or 12.5 kilograms. A London Good Delivery silver bar must have a minimum fineness of 999 and a recommended weight between 750 and 1,100 ounces, although bars between 500 and 1,250 ounces will be accepted. Silver bars generally weigh around 1,000 ounces.

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Man Loong uses its best efforts to ensure that all transactions are open and fair to all of its customers and all our transaction prices are recognized and verified by the CGSE, within 30 minutes of executing such transaction. All of Man Loong’s revenue from its electronic trading platform trading spot contracts of precious metals is derived from commissions charged per trades executed.

Telephone Ordering System

To accommodate a limited number of clients who prefer the traditional method of placing orders by telephone, Man Loong provides the following service and procedures:

1.   Client calls in its office trade line, and will be notified that the conversation will be recorded for trade record.

2.   Client MUST provide login ID and password for verification.

3.   Man Loong’s trading specialist provides the latest spot quote for Gold and Silver.

4.   Client places an order based on the spot quote provided in step (3), client must confirm the order verbally by saying “Yes the trade is confirmed”.  Confirmation is recorded and trading specialist places the order into the trading systems.

5.   Trading systems executes the trade and receives confirmation code from Gold and Silver Exchange.  Confirmation code will be updated automatically in customer’s account statement.

6.   Phone order completed.

Sales and Marketing

In today’s competitive environment, we believe that companies must strategically position themselves to increase revenue using a variety of media. As the internet has become the primary information medium, Man Loong’s website is its main sales and marketing tool. In addition to its expertise in technology, Mna Loong has employed a team of seasoned marketing staff to update and maintain our website, which is readily available to access from major search engines. Man Loong’smarketing team also designs on-line promotions that are intended to increase the volume of trade and frequency of visits by targeted groups of customers.

Man Loong also has engaged various individual agents as representatives to promote its product and services and to provide customer support. These agents are compensated with fixed monthly fee with additional fees paid depending on call and trade volumes.

Man Loongalso regularly conduct seminars in various cities such as Hong Kong, Shenzhen and Guangzhou to meet with customers directly. In August, 2012, we organized a precious metals trading training course in Shanghai and Guangzhou.  Customers and potential customers who completed the course received certification as “Professional Precious Metal Trading Analyst” which is generally accepted by financial institutions in China.

Man Loong also maintains a Q&A section on its website, which serves as a platform for customers to communicate with it. Ther forum administrator(s) gathers the customer comments and suggestions for its consideration when preparing its annual business plan. Additionally, Man Loong uses this feedback to determine which enhancements to the trading platform would be of greatest service to its customers.  Man Loong also launches periodic promotion campaigns to reward customer loyalty, such as lucky draws and token redemption promotions.

Man Loong now has one investment center open in Hong Kong, where its current and potential customers may access its online customer service or meet its customer service representatives and other professional staff to discuss issues and answer questions.  Beginning in February 2013, Mna Loong moved to an office with over 10,000 sq. ft. office space to consolidate its investment center into a single location and further expand its professional team to serve our customers.

Competition

The retail market for facilitating spot trades in gold and silver is fragmented and highly competitive. Our competitors in the retail market can be grouped into several broad categories based on size, business model, product offerings, target customers and geographic scope of operations. These include international retail precious metals brokers, international multi-product trading firms, other electronic trading firms and international banks and other financial institutions with significant precious metals operations. We expect competition to continue to remain competitive and strong for the foreseeable future.

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Our Competitive Strengths

We attribute our success to date and potential for future growth to a combination of strengths, including the following:

● Man Loong’s Trading Platform Technology Meets Evolving Customer Needs. Man Loong continuously carries out research and gather data on customer behavior and trends so that it may seek to provide the best technology to meet the evolving requirements of its customers.  Man Loong views itself primarily as an e-commerce trading platform provider enabling its customers to acquire and/or dispose of precious metals and precious metals spot contracts, at their own market risk.

● Experienced Management Team. Man Loong’s key employees have significant experience and expertise in the application of technology and automation systems and, as significant equity owners of our Company, are heavily committed to our success. Its senior management team, in particular, has substantial experience of operating electronic trading platform an average of 10 years’ experience in the gold and silver industry between them.

● Low Cost Structure through Automation. Man Loong's focus on automation and expense management practices enables it to operate with a low cost structure.

● Provide 24 Hour Customer Service. We view ourselves not only as a product provider but also as a company that competes as a service provider. As such, we strive to provide first-class customer service, with a 24-hour online customer service desk to respond to customer inquiries. In addition Man Loong’stechnical response team is on standby 24 hours a day, 7 days a week to provide technology assistance to customers, if and as needed.

Research and Development

Mna Loong has a dedicated marketing team devoted to determining its customers’ demands for capability enhancements of our electronic trading platform and working with True Technology, an IT services provider owned by Mr. Choi, our Chief Executive Officer and a stockholder and Mr. Wong, a director and a stockholder, for the development and implementation of improvements.

Intellectual Property

We believe our intellectual property is important to our success. The intellectual property rights of an owner are not automatically protected by the laws of Hong Kong if the trademark or proprietary technology is not registered with the Trade Marks Registry of Hong Kong. We rely on Hong Kong’s intellectual property laws, where applicable, and on contractual restrictions to protect our trademark or proprietary technology from parties who infringe on our trademarks and our affiliate’s proprietary technology. Although Man Loong has entered into confidentiality agreements with its employees and independent contractors, there can be no assurance that that such agreements can fully protect its intellectual property, be enforced in a timely manner or that any such employees or consultants will not violate their agreements with us.

In September 2012, Man Loong registered its trademark with the Intellectual Property Department of Hong Kong for marketing and brand recognition.

We do not own the software that is used for the operation of our electronic trading platform, but rather Man Loong licenses it from True Technology.  The license agreement, with True Technology provides that True Technology will not license the customized software that Man Loong licenses to any third parties.  In April 2013, Man Loong entered into a Software Development License and Maintenance Agreement with True Technology (the “License Agreement”). The License Agreement provides that Man Loong will pay a monthly fee to True Technology of approximately $3,900 in consideration of the grant of a non-exclusive license to use the software developed by True Technology that we currently use in our business and the provision of hosting services. True Technology has agreed not to license or sublicense the software to third parties without Man Loong’s prior consent. The License Agreement provides that all enhancements or modifications to the software requested by us and developed by True Technology shall be the proprietary property of Man Loong’s and Man Loong is required to pay an additional hourly fee for the development of such enhancements and modifications. Under the terms of the agreement, the third party software company will assist us in the ongoing operation, maintenance and development of the platform in exchange for and annual service fee.  True Technology has the right to terminate the License Agreement during any investigation of violations of use of the services offered by True Technology and at any time upon sixty (60) days prior written notice. Man Loong has the right to terminate the License Agreement upon written notice to True Technology.  

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Employees

As of March 31, 2012, Man Loong employed a total of 21full time employees. The following table sets forth the number of our full time employees by function.

	Number of
Function	Employees
Senior Management		3
Operations		6
Sales and Marketing		4
Finance		4
Technology, Research and Development		2
Human Resource & Administration		2
Total		21

Regulations

Because our primary operating subsidiary is located in Hong Kong, we are regulated by Hong Kong laws, including those outlined in more detail below. We believe that we are in material compliance with all registrations and requirements for the issuance and maintenance of all licenses required by the governing bodies, and that all license fees and filings are current.

Permits and Certificates

Man Loong is a member of the Chinese Gold & Silver Exchange Society (CGSE), a self-regulated body with established industry standards. The CGSE operates in Hong Kong as a registered society and operates as an exchange for gold and silver. The CGSE’s Executive and Supervisory Committees are the highest decision-making authority and are responsible for implementing CGSE policies, effecting development plans and monitoring their effectiveness. The CGSE’s constitution limits CGSE membership to 192 members, all of whom must have a minimum required working capital, defined as cash plus precious metals, of approximately $193,000 and minimum required assets of $643,000. The CGSE requires its members to submit a quarterly liquidity capital report, in order to ensure that the bank balances exceed or equal the balance of customer deposits, as well as comply with the code of conduct which is regulated by CGSE.  As of March 31, 2012 and 2011, we had $1.7 million and $.2 million in cash, respectively. As of March 31, 2012 and 2011, we had $2.2 million and $2.3 million, respectively, in total assets.  We were in compliance with these requirements as of March 31, 2012 and 2011.

Applicants must apply for and/or purchase membership and licensing from the CGSE or from existing members, and CGSE has the power to suspend and/or revoke membership for breach of its rules and regulations. There are 5 categories of CGSE operation status (AA, A1, A2, B and C) that permit the member to deal with various CGSE gold and silver products. We hold the following CGSE license and certification:

License	Issuing Authority	Effective Date	Expiration/Term
London Gold and Silver Trading License (AA)	CGSE	January 2010	N/A

Regulation of Online Services

Man Loong’s revenues are generated through commission on trade that our customers execute via our electronic trading platform through the internet, our telephone trading system and our website. The Hong Kong government and other regulatory agencies may block or suspend our internet transmission capabilities if we are deemed to be in violation of the following content regulations for online services:

● Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) – Man Loong is subject to the laws, rules and regulations regarding trading. The Securities and Futures Commission is responsible for: maintaining and promoting the fairness, efficiency, competitiveness, transparency and orderliness of the securities and futures industry. The Commission may suppress illegal, dishonorable and improper practices in the securities and futures industry; to take appropriate steps in relation to the securities and futures industry. Regardless of the communication or delivery medium used, the Commission will continue to apply the general anti-fraud and anti-manipulation provisions of the relevant Ordinances in its enforcement actions. If any person responsible for activities over the Internet is found to have acted in contravention of the provisions of the Ordinances or appears to have been involved in any misconduct whether in Hong Kong or elsewhere, the Commission may exercise its regulatory powers (including prosecution or taking other disciplinary actions as may be required); and when necessary, the Commission may consider other regulatory means available to it including seeking cooperation from foreign regulators and law enforcement agencies to take joint enforcement action, if necessary. We are prohibited from carrying on any regulated activity, as defined under the Securities and Futures Ordinance, such as dealing in securities and/or futures contracts, unless we have been granted the appropriate license(s) from the Commission.

● Personal Data (Privacy) Ordinance (Cap. 486 of the Laws of Hong Kong) – Man Loong is subject to data privacy laws, rules and regulations that regulate the use of customer data. In Hong Kong we are governed by the Personal Data (Privacy) Ordinance and as a data user we are prohibited from doing or engaging in any practice that contravenes the data protection principles set out therein.

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● Telecommunications Ordinance (Cap. 106 of the Laws of Hong Kong), Crimes Ordinance (Cap. 200 of the Laws of Hong Kong) and Theft Ordinance (Cap. 210 of the Laws of Hong Kong) – Provisions under the Telecommunications Ordinance, Crimes Ordinance and Theft Ordinance make it an offense for unauthorized access to computers by telecommunication, to access a computer with criminal or dishonest intent, and extend the meaning of criminal damage to include misuse of computer programs or data, and burglary to include unlawfully causing a computer to function other than as it has been established and altering, erasing or adding any computer program or data. In this respect, any of the above mentioned computer related crimes committed by any staff, employees or agents, will subject us to possible criminal charges and/or investigations.

These rules and regulations are administered by the three branches of Hong Kong’s Commerce and Economic Development Bureau: (i) the Commerce, Industry and Tourism Branch (responsible for policy matters on Hong Kong’s external commercial relations, inward investment promotion, intellectual property protection, industry and business support, tourism, consumer protection and competition), (ii) the Communications and Technology Branch (responsible for policy matters on broadcasting, film-related issues, overall view of creative (including film) industry, development of telecommunications, innovation and technology, and control of obscene and indecent articles); and (iii) the Office of the Government Chief Information Officer (responsible for policy, strategy and execution of information technology programs and initiatives).

If any of these government agencies acts to block or limit access to Man Loong’s website or adopt policies restricting its customers from providing it with accurate and up-to-date information, the value of its electronic trading platform could be negatively impacted, which would adversely affect our ability to offer compelling hiring and marketing solutions and subscriptions to its customers, enterprises, and professional organizations.  

Seasonality

We do not expect that Man Loong’s business will experience significant seasonality.  

Property

Man Loong leases approximately 10,000 square feet at 8/F, Tower 5, China Hong Kong City, 33 Canton Road, Tsim Sha Tsui, Hong Kong, where Man Loong’s corporate head office is located under the terms of one lease. On December 1, 2012, Man Loong entered into a lease for the office space in Hong Kong  that expires on November 30, 2015 The monthly lease payments for these facilities are approximately $46,650.We believe the facility is in good condition and adequate to meet our current and anticipated requirements.  Man Loong also leases office space at three other locations in Hong Kong.  We lease offices space at 80 Broad Street, New York, New York 10004 at a monthly fee of $219.

Legal Proceedings

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

Holders

As of April 5, 2013, there were 53 stockholders of record of our common stock.

Dividends

We have never declared or paid a cash dividend for common stock. Any future decisions regarding dividends will be made by our board of directors. Our board of directors has complete discretion on whether to pay dividends on our common stock.  Even if our board of directors decides to pay dividends on our common stock, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant.  In the past, Man Loong has paid dividends to its members.  For the year ended March 31, 2011 and 2012, Man Loong paid $642,908 and 0 in dividends.  We do not intend to pay dividends in the future and instead intend to retain earnings to further grow our business.

Equity Compensation Plans

We currently do not have any equity compensation plans and neither does Man Loong.

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DETERMINATION OF OFFERING PRICE

Prior to this offering, there has been no public market for our securities. The initial offering price of $0.50 per share, which will be in effect until the shares are quoted, if ever, on the OTC Bulletin Board or another exchange, was determined by evaluating our recent sales of unregistered securities. Factors considered in determining such price in addition to prevailing market conditions include recent sales of securities and an assessment of our future prospects. Such price does not have any relationship to any established criteria of value, such as book value or earnings per share. Such price is not indicative of the current market value of our assets. No valuation or appraisal has been prepared for our business. No assurance can be given that the shares can be resold at the public offering price.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis is intended as a review of significant factors affecting our financial condition and results of operations for the periods indicated.  The discussion should be read in conjunction with our consolidated financial statements and the notes presented herein. In addition to historical information, the following Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results could differ significantly from those anticipated in these forward-looking statements as a result of certain factors discussed herein and any other periodic reports filed and to be filed with the Securities and Exchange Commission.

Results of Operations for the Nine Months Ended December 31, 2012 and 2011

Man Loong’s revenue was $858,434 and $1,751,153 for the nine months ended December 31, 2012 and 2011, respectively a decrease of $892,719 or 51%.  Substantially all of our revenue (100%) has been derived from commissions.  The decrease in revenue is directly attributed to the loss of two agents during that had been responsible for approximately 2,700 of our 6,000 customers or 45% of its revenue.  Subsequent to the end of the third quarter, Man Loong engaged two new agents that it anticipatea will be able to substantially increase our trading volume.

Total expenses remained relatively constant for both nine month periods and were $1,311,561 for the nine months ended December 31, 2012 as compared to $1,244,340, an increase of $67,221 or 5%.  Approximately 75% of our total expenses for the nine months ended December 31, 2012 and 2011 were attributed to general and administrative expenses. Man Loong’s largest general and administrative expense is its marketing expense, which includes payment made to agents for their provision of customer support services and commission paid to its marketing staff, was $332,273 or 25% of Man Loong’s total expenses for the nine months ended December 31 and $335,803 or 27% of our total expenses for the nine months ended December 31, 2011.  Man Loong’s other two large expenses were (i) its trading platform hosting and rent which is monthly flat fee and was $219,185 or 17% of its total expenses for the nine months ended December 31, 2012 and $127,780 or 10% of its total expenses for the nine months ended December 31, 2011 and (ii) its occupancy fee for the rent and management fee paid for its offices was $205,012 or 16% of Man Loong’s total expenses for the nine months ended December 31, 2012 and $164,893 or 13% of its total expenses for the nine months ended December 31, 2011.  For the nine months ended December 31, 2012 and 2011, employee compensation and benefits was $304,201 and $324,010 or 23 and 26% of Man Loong’s total expenses for the nine months ended December 31, 2012 and 2011.

Man Loong’s net loss of ($453,127) for the nine months ended December 31, 2012 was primarily the result of its decreased revenue as its expenses remained relatively stable for both periods.  Man Loong had net income of $421,474 for the nine months ended December 31, 2011.

Results of Operations for the Year Ended March 31, 2012 and 2011

Man Loong’s revenue was $2,032,495 and $2,556,503 for the years ended March 31, 2012 March 31, 2011, respectively a decrease of $524,008 or 20%.  Substantially all of its revenue has been derived from commissions.

Total expenses increased $542,552 or 45% for the year ended March 31, for the year ended March 31, 2012 as compared to March 31, 2011. Approximately 75% of Man Loong’s total expenses for the year ended March 31, 2012 and March 31, 2011 were attributed to general and administrative expenses. Man Loong’s largest general and administrative expense is its marketing expense, which includes payment made to agents for their provision of customer support services, was $431,245 and $294,346 or 33% of its total expenses for both years.  Man Loong’s other two large expenses were (i) its trading platform rent which is a monthly flat fee was $335,721 or 26% of its total expenses for the year ended March 31, 2012 and $158,937 or 18% of its total expenses for the year ended March 31, 2011 and (ii) its occupancy fee for the rent and management fee paid for its offices which was $203,919 or 16% of its total expenses for the year ended March 31, 2012 and $147,263 or 16% of its total expenses for the year ended March 31, 2011.  For the year ended March 31, 2012 and 2011, employee compensation and benefits was $428,673 and $291,674 or 25% of Man Loong’s total expenses for both six month periods.

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Man Loong’s net income for the year ended March 31, 2012 decreased $974,649 or 80% and was $246,841 for the year ended March 31, 2012 as compared to $1,221,490 for the year ended March 31, 2011. The decrease was attributable to the decrease in revenue and the increase in expenses.

Liquidity

To date, Man Loong has funded its operations from cash flows generated from operations.  As of December 31, 2012 Man Loong had cash totaling $737,043, a related party receivable of $20,027, total assets of $1,336,249, liabilities of $195,279 and working capital of $976,947.  Net cash used in operations for the nine months ended December 31, 2012 was $356,715 as compared to net cash provided by operations of $175,120 for the nine months ended December 31, 2011.  The net cash used in operation for the nine months ended December 31, 2012 included an increase in related party receivable of $20,014, an increase in prepaid income taxes of $51,315, a decrease in bank overdraft of $166,720, a decrease in customer deposits of $346,048, an increase in deposits and prepaid expenses of $257,758 and a decrease in taxes payable of $49,768 offset by a decrease in commissions receivable of $358,028, and increase in commissions received in advance of $80,218 and an increase in due to shareholder of $68,652. The net cash provided by operations for the nine months ended December 31, 2011 included a decrease in shareholder receivable of $115,205 and a decrease in customer deposits of $161,418, offset by a decrease in commission receivable of $356,652, and an and an increase in income taxes payable of $85,339.

As of March 31, 2012 Man Loong had cash totaling $1,703,019, commissions receivable of $384,608, total assets of $2,205,085, liabilities of $613,312 and working capital of $1,580,047.  Net cash provided by operations for the year ended March 31, 2012 was $2,145,381 as compared to net cash used in operations of ($429,495) for the year ended March 31, 2011.  The net cash used in operations for the year ended March 31, 2012 included a decrease in commission receivable of $1,663,627, a decrease in customer deposits of $229,715 and a decrease in bank overdraft of $110,731 offset by an increase in income taxes payable of $91,823 and a decrease in income taxes payable of $91,823. The net cash used in operations for the year ended March 31, 2011 included an increase in commission receivables of $1,889,665 and customer deposits of $52,590 offset by a decrease in deposits and prepaid expenses of $84,354, bank overdraft of $55,550 and an increase in income taxes payable.

Commitments

Man Loong  is committed to paying a monthly fee of approximately $3,900 until May 27, 2014 to True Technology, a company owned by Messrs. Choi and Wong, for the use of the trading platform that is the cornerstone of its business.  In December 2012, Man Loong entered into a lease for its new office space, which lease expires in December 2015 and provides for monthly payments of $47,000, an increase of $24,000 per month from its prior lease.

Future annual minimum lease payments, including maintenance and management fees, for non-cancellable operating leases and trading platform rental and hosting fees, are as follows:

Year ending March 31:
2013	$	597,775
2014		605,059
2015		605,059
2016		419,066
	$	2,226,940

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DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Directors and Executive Officers

The following table sets forth the name, age and position held by each of our executive officers and directors.

Name	Age	Office(s) Held
Kee Yuen Choi	59	President, Chief Executive Officer and Director
Chui Chui Li	30	Chief Financial Officer, Treasurer, Secretary and Director
Hak Yim Wong	63	Director
Joseph Havlin	58	Director
Lai Keung Chan	44	Director

Kee Yuen Choi, President, Chief Executive Officer and Director

Mr. Choi has served as the Company’s President, Chief Executive Officer and Director since its inception and serves in the same positions at Man Loong .  Mr. Choi was also one of the founders of Man Loong 35 years ago with over 35 years of experience in Gold and Silver trading business.  Mr. Choi is a well-recognized member in The Chinese Gold and Silver Trading Exchange Society in Hong Kong.  Mr. Choi specialized in Gold and Silver trading clearing services and foreign exchange clearing services.  Mr. Choi is also the owner of True Technology.  With over 35 years of experience, Mr. Choi helps the company to monitor potential market risk and to lead the company’s future business development and growth.

Mr. Choi has been associated with the Company’s operating subsidiary since inception and brings to the Board extensive knowledge of the Gold and Silver trading business.  He has a vast knowledge of the industry and brings to the Board significant executive leadership and operational experience.

Chui Chui Li, Chief Financial Officer, Treasurer, Secretary and Director

Ms. Li has served as the Company’s Chief Financial Officer, Treasurer, Secretary and Director since its inception and serves in the same positions at Man Loong.  Ms. Li is an accountant and has also served as the Accounting Manager for Man Loong since June 2007.  As Accounting Manager, Ms. Li has been responsible for preparation of financial reports, maintaining accounting records and supervising the accounting staff. 

Ms. Li’s accounting knowledge adds significant financial experience to the Company’s board.  Her knowledge of the specific financial position of the Company’s operating subsidiary aids the board in its financial decision making.

Hak Yim Wong, Director

Mr. Wong has been a director of the Company since its inception.  Mr. Wong was one of the founders of Man Loong 35 years ago with over 35 years of experience in Gold and Silver trading business.  Mr. Wong was one of the first group of professionals to receive the membership of The Chinese Gold and Silver Trading Exchange Society in Hong Kong.  Mr. Wong experienced the up and down of Gold and Silver trading market in the past 35 years and brought his professional experience to help Man Loong survive in the business for 35 years.  Mr. Wong helps the company to maintain good relationship with and comply with all the regulations in The Chinese Gold and Silver Trading Exchange Society in Hong Kong. Mr. Wong is also the owner of True Technology.

Mr. Wong has been associated with the Company’s operating subsidiary since inception and brings to the Board extensive knowledge of the Gold and Silver trading business.  He has a vast knowledge of the industry and brings to the Board significant executive leadership and operational experience.

Lai Keung Chan, Director

Mr. Chan has been a director of the Company since its inception.  Mr. Chan also became a director of Man Loong in 2012.  For the past 10 years, Mr. Chan has owned a car distribution networks in China covering over 50 major cities in China.  Mr. Chan’s car distribution network has served over 200,000 car buyers in the past 10 years.  

With over 20 years of marketing experience, Mr. Chan provides valuable knowledge about sales networks and marketing strategy to the Company.  Mr. Chan also provides valuable knowledge of the Chinese market.

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Joseph Havlin

Mr. Havlin has been a director of the Company since its inception. Mr. Havlin is a certified public accountant with over 25 years’ experience serving companies in the mining, manufacturing, retail, high-technology, entertainment, hospitality, newspapers and distribution industries.   Since August 2012, Mr. Havlin has served as the President and Chief Financial Officer of Azarga Resources Limited, a company engaged in uranium and rare earth exploration.  He also has served as a director of Pacific Advisers Pte Ltd since September 2010, a financial consulting company established to introduce early stage capital to mining projects in Asia.   From October 2008 until September 2010, Mr Havlin was the Chief Financial Officer and a director of Alpha Prime Development Corporation, a company engaged in coal mining in Northern Mexico.  From March 2004 until December 2005 and then from January  2008 until October 2008 he was a partner at Baker Tilly Hong Kong, a company that provided US GAAP and SEC reporting advice to companies in Hong Kong and China.  Prior thereto, Mr. Havlin held various positions with several national accounting firms as well as served as Chief Financial Officer for several companies located in China, Canada and the United States.

Mr. Havlin brings a strong start-up and finance background to the Company, and adds significant strategic, business and financial experience.  His experience as a certified public accountant and his knowledge of US GAAP and SEC rules provide him with a broad understanding of issues faced by public companies and of the financial markets and the financing opportunities available to us.

Term of Office

Our directors hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws.  Our officers are appointed by our board of directors and hold office until removed by the board.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

Executive Compensation

The following table sets forth all compensation awarded, earned or paid for services rendered to our principal executive officer, principal financial officer and each executive officer whose compensation exceeded $100,000 during each of the fiscal years ended March 31, 2013 and 2012.

Summary Compensation Table

Name and Principal Position	Year	Salary ($)	Bonus ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($) (1)(2)	Total ($)
Kee Yuen Choi	2013 2012	15,464 15,430	- -	- -	- -	- -	- -		15,464 15,430
Chui Chui Li	2013	43,557	5,269	-	-	-	-		48,826
	2012	42,303	2,532	-	-	-	-		44,835

On April 1, 2013, we acquired Man long in a transaction that was structured as a share exchange and in connection with that transaction Mr. Choi became our Chairman, President and Chief Executive Officer and Ms. Li became our Chief Financial Officer and Secretary.  Prior to the effective date of the exchange transaction Mr. Choi and Ms. Li served in the same capacity at Man Loong.  The compensation in this table includes the amount Mr. Choi and Ms. Li received from Man Loong prior to the consummation of the exchange transaction. 

Employment Agreements

Neither we nor Man Loong currently have any employment agreements with any employees.

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Outstanding Equity Awards at Fiscal Year End

For the year ended March 31, 2013, no director or executive officer has received compensation from us pursuant to any compensatory or benefit plan.

Director Compensation

No member of our Board of Directors received any compensation for his services as a director during the year ended March 31, 2013; however, Mr. Havlin has received $5,200 for consulting services.

Corporate Governance

Leadership Structure

Our Chief Executive Officer also serves as our Chairman of the Board.   Our Board of Directors does not have a lead independent director.   Our Board of Directors has determined its leadership structure was appropriate and effective for us given our stage of development.

Board Committees

We presently do not have an audit committee, compensation committee or nominating committee or committee performing similar functions, as our management believes that until this point it has been premature at the early stage of our management and business development to form an audit, compensation or nominating committee.

Director Independence

Although our common stock is not listed on any national securities exchange, for purposes of independence we use the definition of independence applied by The NASDAQ Stock Market.  The Board has determined that Mr. Wong, Mr. Chan and Mr. Havlin are “independent” in accordance with such definition.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of April 3, 2013, information with respect to the securities holdings of: (i) our officers and directors; and (ii) all persons (currently none) which, pursuant to filings with the SEC and our stock transfer records, we have reason to believe may be deemed the beneficial owner of more than five percent (5%) of our common stock.  The securities "beneficially owned" by an individual are determined in accordance with the definition of "beneficial ownership" set forth in the regulations promulgated under the Exchange Act and, accordingly, may include securities owned by or for, among others, the spouse and/or minor children of an individual and any other relative who resides in the same home as such individual, as well as other securities as to which the individual has or shares voting or investment power or which each person has the right to acquire within 60 days through the exercise of options or otherwise.  Beneficial ownership may be disclaimed as to certain of the securities.  This table has been prepared based on the number of shares outstanding totaling 51,260,000, adjusted individually as shown below.

Name and Address of Beneficial Owner (4)	Amount and Nature of Beneficial Ownership		Percentage of Class Beneficially Owned  (1)
Kee Yuen Choi		25,380,000		49.5	%
Hak Yim Wong		1,878,120		3.7	%
Lai Keung Chan		14,009,760		27.3	%
Man Hap Dennis Yim		5,938,920		11.6	%
Yuen Fay Tse		3,553,200		6.9	%
Chui Chui Li		10,000			*
Joseph Havlin		10,000			*
All directors and executive officers as a group (5 persons)		50,780,000		100.0	%

* Less than 1%

(1)	Percentage of class beneficially owned is calculated by dividing the amount and nature of beneficial ownership by the total shares of common stock outstanding plus the shares subject to warrants and options that are currently exercisable or exercisable within 60 days of February 15, 2013.
(2)	Unless otherwise set forth herein, the address of each beneficial owner is 80 Broad Street, 5th Floor, New York, New York 10004

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SELLING STOCKHOLDERS

The shares to be offered by the Selling Stockholders were issued in private placement transactions by us, which was exempt from the registration requirements of the Securities Act,. The shares offered hereby are “restricted” securities under applicable federal and state securities laws and are being registered under the Securities Act, to give the Selling Stockholders the opportunity to publicly sell these shares. This prospectus is part of a registration statement on Form S-1 filed by us with the Securities and Exchange Commission under the Securities Act covering the resale of such shares of our common stock from time to time by the Selling Stockholders. No estimate can be given as to the amount or percentage of our common stock that will be held by the Selling Stock holders after any sales made pursuant to this prospectus because the Selling Stockholders are not required to sell any of the shares being registered under this prospectus. The following table assumes that the selling security holders will sell all of the shares listed in this prospectus.

The following table sets forth the name of each person who is offering for resale shares of common stock covered by this prospectus, the beneficial ownership of each Selling Stockholder, the number of shares of common stock that may be sold in this offering and the number of shares of common stock each will own after the offering, assuming they sell all of the shares offered. The term “Selling Stockholder” or “selling security holders” includes the stockholders listed below and their respective successors. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities.  All of the shares were issued for cash consideration in our private placement that was consummated in  March 2013 and April 2013 in which we sold an aggregate of $500,000 shares of our Common Stock at a purchase price of $.50 per share.  None of the investors set forth below other than Mr. Havlin and Ms Li are affiliated with the Company.  None of the selling shareholders other than Ms Li has at any time during the past three years acted as one of our or Man Loong’s employees, officers or directors or has had a material relationship with us or Man Loong.

Shareholder and Name of Person Controlling	Number of Shares Before Offering		Number of Shares Offered		Date Acquired	Amount of Shares Owned After Offering		Percent of Shares Held After Offering
Ka Wing Kwan		24,000		24,000	April 5, 2013		0	0%
Yin Ng Ka		20,000		20,000	March 28, 2013		0	0%
Chu Kwan Siu		12,000		12,000	March 28, 2013		0	0%
Chi Ming Tsang		10,000		10,000	March 28, 2013		0	0%
Lee Mui Wong		16,000		16,000	March 28, 2013		0	0%
Suet Mei Chan		10,000		10,000	April 2, 2013		0	0%
Sau Yin Choi		10,000		10,000	March 28, 2013		0	0%
Francisco Maria Xavier		10,000		10,000	March 28, 2013		0	0%
Ka Ying Au		10,000		10,000	March 28, 2013		0	0%
Ying Hung Yuen		10,000		10,000	March 28, 2013		0	0%
Ka Ming Lau		10,000		10,000	March 28, 2013		0	0%
Mei Ling Kwok		10,000		10,000	March 28, 2013		0	0%
Ming Fai Alexander Chan		8,000		8,000	March 28, 2013		0	0%
Chun Yiu Chan		6,000		6,000	March 28, 2013		0	0%

Siu Yin Cheung	4,000	4,000	March 27, 2013	0	0%
Siu Lun Kwok	4,000	4,000	March 27, 2013	0	0%

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Chi Ming Wong	4,000	4,000	March 27, 2013	0	0%
Tsz Yin Stanly Chu	4,000	4,000	March 27, 2013	0	0%
Hiu Yin Wong	4,000	4,000	March 27, 2013	0	0%
Kwok Keung Dick Wong	4,000	4,000	March 27, 2013	0	0%
Wai Ling Ko	4,000	4,000	March 27, 2013	0	0%
Hing Pan So	2,000	2,000	March 28, 2013	0	0%
Yuk Kit Ngai	2,000	2,000	March 28, 2013	0	0%
Wai Keung Hui	2,000	2,000	March 28, 2013	0	0%
Yusheng He	40,000	40,000	April 5, 2013	0	0%
Yee Tung Lai	219,500	219,500	April 3, 2013	0	0%
Chui Chui Li	10,000	10,000	April 3, 2013	0	0%
Joseph Havlin	10,000	10,000	April 5, 2013	0	0%
Daniel Schweiger	500	500	April 5, 2013	0	0%
Ivonete Desovza	500	500	April 5, 2013	0	0%
Maria Ribeiro	500	500	April 5, 2013	0	0%
Antonio Garcia	500	500	April 5, 2013	0	0%
Sunil Garcia	500	500	April 5, 2013	0	0%
Chris Leone	500	500	April 5, 2013	0	0%
Nieolan M. Desooza	500	500	April 5, 2013	0	0%
Vincent R. Palmer	500	500	April 5, 2013	0	0%
Jacob Yoogin	500	500	April 5, 2013	0	0%
Liang Yu	500	500	April 5, 2013	0	0%
Chung Hsiang	500	500	April 5, 2013	0	0%
Liang Hui Jung	500	500	April 5, 2013	0	0%
Lily Li	500	500	April 5, 2013	0	0%
Yang Arnold	500	500	April 5, 2013	0	0%
Jimmy Tung	500	500	April 5, 2013	0	0%
Yuen Siu Mo Tung	500	500	April 5, 2013	0	0%
Anne Yon Yee Tung	500	500	April 5, 2013	0	0%
Tso Liang Dominic Tung	500	500	April 5, 2013	0	0%
Karen Hoiyan Wong	500	500	April 5, 2013	0	0%
Raymond Kong Kim	1,000	1,000	April 5, 2013	0	0%
Total	500,000	500,000		0	0%

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PLAN OF DISTRIBUTION

Each Selling Stockholder of our common stock and any of their transferees, pledgees, assignees, donees, and successors-in-interest may, from time to time, sell any or all of their shares of common stock on the stock exchange on which they are listed on the OTC Bulletin Board, if quoted on the OTC Bulletin Board, or in private transactions. These sales will be at a fixed price of $.50 per share until the shares of common stock are listed on the OTC Bulletin Board, after which sales may be at prevailing market prices or privately negotiated prices. Selling Stockholders may use any one or more of the following methods when selling shares:

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

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

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

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

● privately negotiated transactions;

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

● a combination of any such methods of sale; or

● any other method permitted pursuant to applicable law.

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

Broker-dealers engaged by the selling security holders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. Each Selling Stockholder does not expect these commissions and discounts relating to its sales of shares to exceed what is customary in the types of transactions involved.

The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares of common stock may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Because Selling Stockholders may be deemed to be underwriters within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, that can be attributed to the sale of common stock will be paid by the selling security holders and/or the purchasers. Each Selling Stockholder has represented and warranted to us that it acquired the securities subject to this registration statement in the ordinary course of such Selling Stockholder’s business and, at the time of its purchase of such securities such Selling Stockholder had no agreements or understandings, directly or indirectly, with any person to distribute any such securities.

There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders. We are required to pay certain fees and expenses incurred by us incident to the registration of the shares. We have agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

The Selling Stockholders may from time to time pledge or grant a security interest in some or all of the shares owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell shares of common stock from time to time under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of Selling Stockholders to include the pledgee, transferee or other successors-in-interest as selling security holders under this prospectus. Upon our company being notified in writing by a Selling Stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing: (i) the name of each such Selling Stockholder and of the participating broker-dealer(s); (ii) the number of shares involved; (iii) the price at which such the shares of common stock were sold; (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable; (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus; and (vi) other facts material to the transaction. In addition, upon our company being notified in writing by a Selling Stockholder that a donee or pledgee intends to sell more than 500 shares of common stock, a supplement to this prospectus will be filed if then required in accordance with applicable securities law.

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

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

● On April 3, 2013, we acquired Man Loong from its five shareholders, whereby we acquired 100% of the issued and outstanding capital stock of Man Loong, in exchange for 50,760,000 shares of our common stock.

● Man Loong’s electronic precious metals trading platform was developed for its use by True Technology Company Limited, an IT services provider owned by Mr. Choi, our Chief Executive Officer and a stockholder and Mr Wong, a director and a stockholder. Man Loong pays True Technology, a monthly flat fee for use of the trading platform which is the cornerstone of its business.   On May 27, 2011, Man Loong entered into an agreement with True Technology Company Limited for the provision of hosting services by True Technology Company Limited for a monthly fee of $12,900. On April 1, 2013, Man Loong entered into a new agreement with True Technology Company Limited for the provision of hosting services until March 31, 2015 for a monthly fee of approximately $3,900.  The hosting services include physical space to house a computer system owned by True Technology Company Limited and a connection of Man Loong’s server to the internet using True Technology Company Limited’s public network connections.  The agreement is subject to termination by True Technology Company Limited at any time upon provision of written notice. For the year ended 2012, Man Loong paid True Technology $154,297 for the use of the platform and hosting services. For the nine months ended December 31, 2012, Man Loong paid True Technology $116,044 for the use of the platform and hosting services.

● Included in Man Loong’s financial statements line item “customer deposits” at March 31, 2011 are deposits amounting to $391,908 which were owed to customers of a shareholder which were covered under an agency agreement with the shareholder.  That agreement expired on September 1, 2012, and in February 2013, all such customer deposits were repaid.

● Included in Man Loong’s financial statements line item “due to shareholder” at December 31, 2012 were advances to Man Loong from a shareholder amounting to $69,694 which were non-interest bearing and which were repaid in February 2013

● For the year ended March 31, 2012, the shareholders of Man Loong were paid a dividend of $642,908.

● Included in Man Loong’s financial statements line item “employee compensation and benefits” for the years ended March 31, 2012 and 2011 are salaries and directors’ compensation paid to Man Loong’s shareholders and directors of $30,860 and $30,872, respectively.  For the nine months ended December 31, 2012 and 2011 salaries and director compensation of $15,472 and $15,435, respectively were paid to Man Loong’s shareholders and directors.

● During the period January 28, 2013 to February 15, 2013, eBullion and a shareholder of Man Loong paid $20,916 on our behalf for courier charges and legal and professional fees.

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DESCRIPTION OF SECURITIES

Common Stock

We are authorized to issue 500,000,000 shares of common stock, par value $.0001 per share of which 51,260,000 are issued and outstanding and 50,000,000 shares of preferred stock, par value $.0001 per shares, none of which are issued.  .

Transfer Agent and Registrar

Our transfer agent and registrar is Corporate Stock Transfer, Inc. and from January 28, 2013 (inception) through February 15, 2013, 3200 Cherry Creek Drive South, Suite 430, Denver, Colorado 80209.

EXPERTS

The financial statements of eBullion as of February 15, 2013 and from January 28, 2013 (inception) through February 15, 2013 and Man Loong Bullion Company Limited as of March 31, 2012 and 2011 and for the years then ended included in this Preliminary Prospectus and in the Registration Statement have been so included in reliance on the reports of Anton & Chia, LLP, an independent registered public accounting firm, appearing elsewhere herein and in the Registration Statement, given on the authority of said firm as experts in auditing and accounting.

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Pursuant to our Certificate of Incorporation, our Board of Directors may issue additional shares of common or preferred stock. Any additional issuance of common stock or the issuance of preferred stock could have the effect of impeding or discouraging the acquisition of control of us by means of a merger, tender offer, proxy contest or otherwise, including a transaction in which our stockholders would receive a premium over the market price for their shares, and thereby protects the continuity of our management.  Specifically, if in the due exercise of its fiduciary obligations, the Board of Directors was to determine that a takeover proposal was not in our best interest, shares could be issued by the Board of Directors without stockholder approval in one or more transactions that might prevent or render more difficult or costly the completion of the takeover by:

● diluting the voting or other rights of the proposed acquirer or insurgent stockholder group;

● putting a substantial voting block in institutional or other hands that might undertake to support the incumbent board of directors; or

● effecting an acquisition that might complicate or preclude the takeover.

The Delaware General Corporation Law (“Delaware Corporate Law”), with certain exceptions, permits a Delaware corporation to indemnify a present or former director or officer of the corporation (and certain other persons serving at the request of the corporation in related capacities) for liabilities, including legal expenses, arising by reason of service in such capacity if such person shall have acted in good faith and in a manner he reasonably believed to be in, or not opposed, to the best interests of the corporation, and in any criminal proceeding if such person had no reasonable cause to believe his conduct was unlawful. However, in the case of actions brought by or in the right of the corporation, no indemnification may be made with respect to any matter as to which such director or officer shall have been adjudged liable, except in certain limited circumstances.

Our Certificate of Incorporation provide that we shall indemnify our directors and executive officers to the fullest extent now or hereafter permitted by Delaware Corporate Law. The indemnification provided by Delaware Corporate Law and our Second Amended and Restated Certificate of Incorporation is not exclusive of any other rights to which a director or officer may be entitled.  The general effect of the foregoing provisions may be to reduce the circumstances under which an officer or director may be required to bear the economic burden of the foregoing liabilities and expense.

We may also purchase and maintain insurance for the benefit of any director or officer that may cover claims for which we could not indemnify such person.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Securities Act”) may be permitted to our directors, officers and controlling persons, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

32

In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to court of appropriate jurisdiction. We will then be governed by the court's decision.

LEGAL MATTERS

The validity of our common stock offered hereby will be passed upon for us by Gracin & Marlow, LLP, New York, New York.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act for the common stock offered under this prospectus. It is our intent to become a reporting company under the Exchange Act, upon effectiveness of this prospectus. You may obtain reports, proxy statements and other information filed by eBullion, Inc. with the SEC at the SEC’s Public Reference Room at 100 F Street, N.W., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330.

The SEC also maintains a website that contains reports, proxy statements, information statements and other information concerning eBullion, Inc. located at http://www.sec.gov. This prospectus does not contain all the information required to be in the registration statement (including the exhibits), which we have filed with the SEC under the Securities Act and to which reference is made in this prospectus.

33

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of

Man Loong Bullion Company Limited:

We have audited the accompanying balance sheets of Man Loong Bullion Company Limited (the "Company"), as of March 31, 2012 and 2011, and the related statements of comprehensive income, stockholders' equity and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits include consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits include examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our audits 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 financial statements referred to above present fairly, in all material respects, the financial position of Man Loong Bullion Company Limited as of March 31, 2012 and 2011, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Anton & Chia, LLP

Newport Beach, California

April 12, 2013

F-1

Man Loong Bullion Company Limited.

Balance Sheets

As of March 31, 2012 and 2011

(Expressed in US dollars)

	2012			2011
ASSETS
Current Assets:
Cash	$	1,703,019		$	197,417
Commissions receivable		384,608			2,044,648
Deposits and prepaid expenses		105,732			0
Total current assets		2,193,358			2,325,589
Long term deposit		-			83,524
Equipment, net		11,727			19,920
Total assets	$	2,205,085		$	2,345,509
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Bank overdraft	$	166,538		$	55,449
Accrued liabilities		5,152			5,136
Customer deposits		391,908			161,306
Income taxes payable		49,714			141,251
Total current liabilities		613,312			363,141
COMMITMENTS AND CONTINGENCIES
Shareholders’ Equity
Common Stock, $0.129 par value, 20,000,000 shares authorized, 10,152,000 shares issued and outstanding		1,309,678			1,309,678
Retained earnings		284,096			680,163
Accumulated other comprehensive loss		(2,001	)		(7,474	)
Total shareholders’ equity		1,591,773			1,982,367
Total liabilities and shareholders’ equity	$	2,205,085		$	2,345,509

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

F-2

Man Loong Bullion Company Limited.

Statements of Comprehensive Income

For the Years Ended March 31, 2012 and 2011

(Expressed in US dollars)

	2012		2011
REVENUES
Revenues	$	2,032,495	$	2,556,503
Total revenues		2,032,495		2,556,503
EXPENSES
General and administrative		1,299,182		894,108
Employee compensation and benefits		428,673		291,675
Depreciation and amortization		8,201		7,722
Total expenses		1,736,056		1,193,505
INCOME BEFORE INCOME TAXES		296,439		1,362,999
INCOME TAXES
Provision for income taxes		49,598		141,509
NET INCOME		246,841		1,221,490
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation		5,473		(7,474	)
COMPREHENSIVE INCOME	$	252,314	$	1,214,016
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic and Diluted		10,152,000		10,152,000
BASIC AND DILUTED EARNINGS PER COMMON SHARE
Basic and Diluted	$	0.02	$	0.12

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

F-3

Man Loong Bullion Company Limited.

Statements of Shareholders’ Equity

For the Years Ended March 31, 2012 and 2011

(Expressed in US dollars)

								Accumulated
	Common Stock							Other			Total
	Number of				Retained			Comprehensive			Shareholders’
	Shares		Par Value		Earnings			(Loss)			Equity
BALANCE, April 1, 2010		10,152,000	$	1,309,678	$	(541,327	)	$	-		$	768,351
Net income for the year		-		-		1,221,490			-			1,221,490
Foreign currency translation adjustment		-		-		-			(7,474	)		(7,474	)
BALANCE, March 31, 2011		10,152,000	$	1,309,678.	$	680,163		$	(7,474	)	$	1,982,367
Net income for the year		-		-		246,841			-			246,841
Foreign currency translation adjustment		-		-		-			5,473			5,473
Dividends paid		-		-		(642,908	)		-			(642,908	)
BALANCE, March 31, 2012		10,152,000	$	1,309,678	$	284,096		$	(2,001	)	$	1,591,773

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

F-4

Man Loong Bullion Company Limited.

Statements of Cash Flows

For the Years Ended March 31, 2012 and 2011

(Expressed in US dollars)

	2012			2011
OPERATING ACTIVITIES:
Net income	$	246,841		$	1,221,490
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation		8,201			7,722
Changes in operating assets and liabilities:
Commissions receivable		1,663,627			(1,889,665	)
Deposits and prepaid expenses		(21,911	)		84,354
Bank overdraft		110,731			55,550
Accrued liabilities					2,135
Customer deposits		29,715			(52,590	)
Income taxes payable		(91,823	)		141,509
Net cash provided by (used in) operating activities		1,898,541			(1,650,985	)
INVESTING ACTIVITIES:
Purchase of equipment		-			(5,788	)
Net cash used in investing activities		-			(5,788	)
FINANCING ACTIVITIES:
Dividends paid to shareholders		(643,984	)		-
Net cash used in financing activities		(643,984	)		-
NET INCREASE (DECREASE) IN CASH		1,501,398			(435,283	)
EFFECT OF EXCHANGE RATE CHANGES ON CASH		3,920			(361	)
Cash, beginning of year		197,701			633,060
Cash, end of year	$	1,703,019		$	197,417
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:
Income taxes paid	$	141,251		$	-

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

F-5

Man Loong Bullion Company Limited.

Notes to Financial Statements

For the Years Ended March 31, 2012 and 2011

(Expressed in US Dollars)

1.	Nature of Operations and Basis of Presentation
	Man Loong Bullion Company Limited (“the Company” or “Man Loong”) was incorporated in Hong Kong in 1974 and in 2009, was re-registered under Hong Kong law as a limited liability company.  The Company provides gold and silver spot contract trading services on its proprietary, 24-hour electronic trading platform and a telephone transaction system located in Hong Kong.  The Company is licensed through the Chinese Gold and Silver Exchange Society (“CGSE”) a self-regulatory organization located in Hong Kong which acts as an exchange for the trading of Kilo gold and Loco London gold and silver spot contracts quoted on the London Metals Exchange. The Company is not a counter party for trades entered through its trading platforms, and instead, contracts with agents who pay Man Loong a fixed commission on each trade that the Company executes for the agents’ customers. In January 2010, the Company signed an agency agreement with one of its shareholders. Under the agreement, the shareholder agreed to indemnify the Company from any trading losses that occur from his clients that place funds on deposit with Man Loong.  As of and for the years ended March 31, 2012 and 2011, no trading losses were incurred by Man Loong as part of the relationship with the shareholder and his clients. The agreement expired on September 1, 2012, and effective November 2012, the Company discontinued trades that would be included under the agreement and all customer deposits were repaid by February 2013.
	On April 3, 2013, the Company’s shareholders exchanged 100% of their shares for 50,760,000 shares of eBullion Company, Inc. (“eBullion”) a company incorporated in the United States.  Upon completion of this transaction, Man Loong became a 100% owned subsidiary of eBullion.  This transaction was accounted for as a reverse take-over.

F-6

Man Loong Bullion Company Limited

Notes to Financial Statements

For the Years Ended March 31, 2012 and 2011

(Expressed in US Dollars)

2.	Summary of Significant Accounting Policies
	Basis of Accounting
	The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”).
	Use of Estimates
	The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.  Changes in these estimates are recorded when known.
	Significant estimates made by management include:

●	Valuation of assets and liabilities requiring fair value estimates;
●	Useful lives of equipment;
●	Other matters that affect the reported amounts and disclosure of contingencies in the financial statements.
Actual results could differ from those estimates.

F-7

Man Loong Bullion Company Limited.

Notes to Financial Statements

For the Years Ended March 31, 2012 and 2011

(Expressed in US Dollars)

2.	Summary of Significant Accounting Policies - continued
	Revenue Recognition
	The Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) with Accounting Standards Codification (“ASC”) 605, “Revenue Recognition”, which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the fee is fixed and determinable; and (4) collectability is reasonably assured.  The Company recognizes revenue as a flat-fee commission on each trade executed through its trading platform and telephone transaction system.
	Advertising
	Advertising costs are incurred for the production and communication of advertising, as well as other marketing activities.  The Company expenses the cost of advertising as incurred.  The Company did not capitalize any production costs associated with advertising for 2012 or 2011.  The total amount charged to advertising expense was $7,776 and $9,103 for the years ended March 31, 2012 and 2011, respectively.
	Cash and cash equivalents
	Cash and cash equivalents consist primarily of cash on deposit, certificates of deposits, money market accounts, and investment grade commercial paper that are readily convertible to cash and purchased with original maturities of three months or less.  As of March 31, 2012 and 2011, the Company had no cash equivalents.

F-8

Man Loong Bullion Company Limited.

Notes to Financial Statements

For the Years Ended March 31, 2012 and 2011

(Expressed in US Dollars)

2.	Summary of Significant Accounting Policies - continued
	Fair Value of Financial Instruments
	ASC 820, “Fair Value Measurements”, defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures.  The carrying amounts reported in the consolidated balance sheets for cash, accounts receivable, due from major stockholder, other receivables, accounts payable, accrued expenses and other liabilities qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The standard establishes a fair value hierarchy that prioritizes the inputs used to measure fair value.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement).  The three levels of the fair value hierarchy defined by the standard are as follows: Level-1  Quoted prices are available in active markets for identical assets or liabilities as of the reporting date.  Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.  Level 1 primarily consists of financial instruments such as exchange-traded derivatives, listed equities and U.S. government treasury securities. Level-2  Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry- standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures.  Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace.  Instruments in this category include non-exchange-traded derivatives such as over the counter forwards, options and repurchase agreements. Level-3  Pricing inputs include significant inputs that are generally less observable from objective sources.  These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value from the perspective of a market participant. Level 3 instruments include those that may be more structured or otherwise tailored to customers’ needs. Commissions Receivable Commissions receivable represent commissions to be collected from agents for trades executed through the balance sheet date. Commissions receivable are typically remitted to the Company within 30 days of trade execution.  Man Loong has not historically incurred credit losses on these commissions receivable. The Company as of March 31, 2012 and 2011, has no reserve for credit losses nor incurred any bad debts for the years then ended.

F-9

Man Loong Bullion Company Limited.

Notes to Financial Statements

For the Years Ended March 31, 2012 and 2011

(Expressed in US Dollars)

2.	Summary of Significant Accounting Policies - continued
	Deposits and Prepaid Expenses
	The Company records goods and services paid for but not to be received until a future date as prepaid assets.  These primarily include payments for occupancy related expenses.  Any prepaid expense to be realized beyond the next 12 months is classified as non-current in the accompanying balance sheets.
	Equipment
	Equipment are stated at cost. The cost of an asset comprises its purchase price and any directly attributable costs of bringing the asset to its present working condition and locations for its intended use.
	Equipment is depreciated on a straight-line basis over the estimated useful lives of the assets as follows:

Office equipment	5 years
Furniture and fixtures	5 years
Computer equipment	5 years

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

Gain or loss on disposal of equipment is the difference between the net sales proceeds and the carrying amount of the relevant assets, if any, and is recognized as income or loss in the accompanying statements of comprehensive income.

F-10

Man Loong Bullion Company Limited.

Notes to Financial Statements

For the Years Ended March 31, 2012 and 2011

(Expressed in US Dollars)

2.	Summary of Significant Accounting Policies - continued
	Reporting Currency and Foreign Currency Translation
	As of March 31, 2012 and 2011, the accounts of the Company are maintained in their functional currencies, which is the Hong Kong dollar ("HK$").  The financial statements of the Company have been translated into U.S. dollars which is Man Loong’s reporting currency.  All assets and liabilities of the Company are translated at the exchange rate on the balance sheet date, shareholders’ equity is translated at historical rates and the statements of comprehensive income, and statements of cash flows are translated at the weighted average exchange rate for the year.  The resulting translation adjustments are reported under comprehensive income and accumulated translation adjustments are reported as a separate component of shareholders’ equity.
	Foreign exchange rates used:

	March 31,		March 31,
	2012		2011
Period end USD/HK$ exchange rate		7.76417		7.78836
Average USD/HK$ exchange rate		7.77716		7.77415

F-11

Man Loong Bullion Company Limited.

Notes to Financial Statements

For the Years Ended March 31, 2012 and 2011

(Expressed in US Dollars)

2.	Summary of Significant Accounting Policies - continued
	Long-Lived Assets
	The Company periodically evaluates the carrying value of long-lived assets when events and circumstances warrant such review. The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such an asset is separately identifiable and is less than the carrying value.  In that event, a loss is recognized in the amount by which the carrying value exceeds the fair market value of the long-lived asset. The Company has identified no such impairment losses.
	Accrued liabilities
	Accrued liabilities represent accrued audit fees payable to the Company’s statutory auditors and accountants.
	Customer Deposits
	Customer deposits include amounts received by the Company related to four customer accounts.  As discussed further in Note 1, these accounts were opened pursuant to an agency agreement with a shareholder of Man Loong.  Accordingly, the Company had no risk of loss related to customer deposits at March 31, 2012 and 2011 and for the years then ended.  As of February 2013, these customer deposits have been fully repaid.
	Accumulated Other Comprehensive Income (Loss)
	The Company’s accumulated other comprehensive loss, consists adjustments resulting from translating the Company’s functional currency, the HK dollar to its reporting currency, the U.S. dollar.

F-12

Man Loong Bullion Company Limited.

Notes to Financial Statements

For the Years Ended March 31, 2012 and 2011

(Expressed in US Dollars)

2.	Summary of Significant Accounting Policies - continued
	Income Taxes
	The Company utilizes ASC 740 “Income Taxes," which requires the 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 income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income.  Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
	The Company has adopted the provisions of the interpretation, FIN 48 "Accounting for Uncertainty in Income Taxes”.  The Company did not have any material unrecognized tax benefits and there was no effect on its financial condition or results of operations as a result of implementing the interpretation.  The Company does not believe there will be any material changes in its unrecognized tax positions over the next 12 months.
	Earnings per Share
	The Company computes earnings per share (“EPS”) in accordance with ASC 260 “Earnings Per Share”.  ASC 260 requires companies with complex capital structures to present basic and diluted EPS.  Basic EPS is measured as net income divided by the weighted average common shares outstanding for the year.
	Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of contracts to issue ordinary common shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later.  The computation of diluted earnings per share includes the estimated impact of the exercise of contracts to purchase common stocks using the treasury stock method and the potential shares of converted common stock associated with the convertible debt using the if-converted method.
	Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.
	The Company does not have any securities that may potentially dilute the basic earnings per share.
	Comprehensive Income
	Comprehensive income is comprised of net income and other comprehensive income.  Other comprehensive income includes unrealized gains or losses resulting from translating the Company’s functional currency, the HK dollar to its reporting currency, the U.S. dollar.

F-13

Man Loong Bullion Company Limited.

Notes to Financial Statements

For the Years Ended March 31, 2012 and 2011

(Expressed in US Dollars)

2.	Summary of Significant Accounting Policies - continued
	Recently Adopted Accounting Standards
	In June, 2011, the FASB issued ASU 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income. ASU 2011-05 requires entities to present net income and other comprehensive income in either a single continuous statement or in two separate, but consecutive, statements of net income and other comprehensive income. ASU 2011-05 is effective for fiscal years and interim periods beginning after March 15, 2011. The adoption of ASU 2011-05 did not have a material impact on the Company’s financial statements.
	In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. This standard results in a common requirement between the FASB and the International Accounting Standards Board (IASB) for measuring fair value and for disclosing information about fair value measurements. ASU 2011-04 is effective for fiscal years and interim periods beginning after March 15, 2011. The adoption of ASU 2011-04 did not have a material impact on the Company’s financial statements.
	Recent Accounting Pronouncements
	In July 2012, the FASB issued ASU No. 2012-04, Technical Amendments and Corrections.  The updates to current guidance make the codification easier to understand and the fair value measurement guidance easier to apply by eliminating inconsistencies and providing needed clarification. ASU No. 2012-04 is effective for fiscal periods beginning after December 15, 2012. The adoption of ASU No. 2012-04 is not expected to have a material effect on the Company’s financial statements.

F-14

Man Loong Bullion Company Limited.

Notes to Financial Statements

For the Years Ended March 31, 2012 and 2011

(Expressed in US Dollars)

3.	Deposits and Prepaid Expenses
	Deposits and prepaid expenses consisted of the following as of March 31, 2012 and 2011:

	2012		2011
Rent and occupancy deposits	$	86,285	$	79,672
Prepaid rent		19,447		3,852
	$	105,732	$	83,524

	As of March 31, 2011, deposits and prepaid rent are accounted for as long term in the accompanying balance sheets.
4.	Equipment
	Equipment, including leasehold improvements, consisted of the following as of March 31, 2012 and 2011:

	2012			2011
Office equipment	$	25,039		$	25,039
Computer equipment		7,248			7,248
Furniture and fixtures		8,659			8,659
		40,947			40,947
Less: Accumulated depreciation		(29,220	)		(21,027	)
Equipment, net	$	11,727		$	19,920

Depreciation expense was $8,280 and $7,825 for the years ended March 31, 2012 and 2011, respectively, and was recorded as depreciation and amortization in the accompanying statements of comprehensive income.

5.	Customer Deposit
	Customer deposits were $391,908 and $161,306 at March 31, 2012 and 2011, respectively, and were recorded as a current liability in the accompanying balance sheets.  Customer deposits are owed to customers of a shareholder and were covered under an agency agreement with the shareholder.  This agreement expired on September 1, 2012, and in February 2013, all customer deposits were repaid.

F-15

Man Loong Bullion Company Limited.

Notes to Financial Statements

For the Years Ended March 31, 2012 and 2011

(Expressed in US Dollars)

6.	General and Administrative Expenses
	General and administrative expenses consist of the following for the years ended March 31, 2012 and 2011:

	2012		2011
Marketing expenses	$	431,245	$	294,346
Trading platform rent		335,721		158,937
Transportation		82,246		69,139
Internet		55,479		43,048
Travel and entertainment		54,046		47,313
Computers and software		47,152		37,340
Legal and professional		14,040		10,628
Licenses		6,145		5,171
Advertising		7,776		9,103
Occupancy expenses		203,919		147,263
Other		61,413		71,820
	$	1,299,182	$	894,108

On May 27, 2011, the Company entered into an agreement with a company under common control, True Technology Company Limited (“True Technology”), under which True Technology hosts the Company’s servers and provides a connection between the Company’s servers and the internet using True Technology’s public network connections.  The fee for these services was $12,877 per month through April 2013 when the fee was reduced to $3,868 per month..

7.	Income Taxes
	Under Hong Kong Profits Tax Law, The Company is subject to profits tax at a statutory rate of 16.5% on income reported in its statutory financial statements after appropriate tax adjustments.
	Reconciliation of income tax provision to the amount computed by applying the current statutory rate to income before income taxes is as follows:

	2012			2011
Income tax provision on income before taxes	$	48,912		$	224,895
Non-deductible expenses		1,964			2,356
Net operating loss carry forward		0			(85,455	)
Other		(1,162	)		(545	)
Total tax provision	$	49,714		$	141,251

At March 31, 2012 and 2011: the Company had no differences between the book and tax basis of assets and liabilities which gave rise to deferred income tax assets or liabilities.  As a result of the implementation of ASC 740, we recognized no material adjustment to unrecognized tax benefits.  We will continue to classify income tax penalties and interest, if any, as part of interest and other expenses in its statements of operations.  We have incurred no interest or penalties for the years ended March 31, 2012 and 2011.

F-16

Man Loong Bullion Company Limited.

Notes to Financial Statements

For the Years Ended March 31, 2012 and 2011

(Expressed in US Dollars)

8.	Earnings Per Share
	Earnings per share (“EPS”) information for the years ended March 31, 2012 and 2011 were determined by dividing net income for the year by the weighted average number of both basic and diluted shares of common stock and common stock equivalents outstanding.
	As of and for the years ended March 31, 2012 and 2011, the Company did not have any securities that may potentially dilute the basic earnings per share.  Therefore the basic and diluted earnings per share for the respective years are the same.

	2012		2011
Numerator
Net income attributable to common shareholders	$	246,871	$	1,221,490
Denominator
Weighted average shares of common stock (basic and diluted)		10,152,000		10,152,000
Basic and diluted earnings per common stock	$	0.02	$	0.12

9. Related Party Transactions and Balances

The Company engaged in related party transactions with certain shareholders, and a company under common control as described below.

Included in customer deposits in the accompanying balance sheets at March 31, 2012 and 2011 are customer deposits amounting to $391,908 and $161,306 respectively.  These deposits were owed to customers of a shareholder and were covered under an agency agreement with the shareholder.  That agreement expired on September 1, 2012, and in February 2013, all such customer deposits were repaid.

Dividends paid to shareholders were $642,908 and $0 for the years ended March 31, 2012 and 2011, respectively.

Included in trading platform rental fees in the accompanying Statement of Comprehensive Income for the year ended March 31, 2012, are rental fees of $154,297 which were paid to a company under common control, True Technology.

Included in employee compensation and benefits in the accompanying statements of operations for the years ended December 31, 2012 and 2011, are salaries and director compensation of $30,860 and $30,872, respectively, which were paid to Man Loong’s shareholders.

F-17

Man Loong Bullion Company Limited.

Notes to Financial Statements

For the Years Ended March 31, 2012 and 2011

(Expressed in US Dollars)

10.

Commitments

Leases - The Company leases office space under non-cancellable operating lease agreements that expire on various dates through 2013. In May 27, 2011, the Company entered into an agreement with True Technology, a company under common control, under which True Technology hosts the Company’s servers and provides a connection between the Company’s servers and the internet using True Technology’s public network connections. The fees paid to True Technology were approximately $13,000 per month until April 2013 when the fees were reduced to $3,900 per month for 24 months. Future annual minimum lease payments, including maintenance and management fees, for non-cancellable operating leases and trading platform fees, are as follows:

Year ending March 31,
2013	$	597,775
2014		605,059
2015		605,059
2016		419,066
	$	1,686,959

In December 2012, the Company entered into a new lease agreement on approximately 10,000 square feet of office space which will replace its existing office facilities.  Man Loong occupied the new space in January 2013.  Under terms of the lease, the Company deposited approximately $192,000 as a lease deposit and is committed to lease and management fee payments of approximately $47,000 per month for 36 months.

11.	Subsequent Events
	On April 3, 2013, the Company’s shareholders exchanged 100% of their shares for 50,760,000 shares of eBullion a company incorporated in the United States.  Upon completion of this transaction, Man Loong became a 100% owned subsidiary of eBullion.  This transaction was accounted for as a reverse take-over.

F-18

Man Loong Bullion Company Limited.

Balance Sheets

As of December 31, 2012 and March 31, 2012

(Expressed in US dollars)

	2012			2012
	(Unaudited)			(Audited)
ASSETS
Current Assets:
Cash	$	737,043		$	1,703,019
Commissions receivable		-			384,608
Related party receivable		20,027			-
Deposits and prepaid expenses		363,829			105,732
Prepaid income taxes		51,327			-
Total current assets		1,172,226			2,193,358
Equipment, net		164,023			11,727
Total assets	$	1,336,249		$	2,205,085
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Bank overdraft	$	-		$	166,538
Accrued liabilities		-			5,152
Customer deposits		46,317			391,908
Commissions received in advance		80,267			-
Due to shareholder		68,694			-
Income taxes payable		-			49,714
Total current liabilities		195,279			613,312
COMMITMENTS AND CONTINGENCIES
Shareholders’ Equity
Common stock, $0.129 par value, 20,000,000 shares authorized, 10,152,000 shares issued and outstanding		1,309,678			1,309,678
Retained earnings (accumulated deficit)		(169,031	)		284,096
Accumulated other comprehensive income (loss)		323			(2,001	)
Total shareholders’ equity		1,140,970			1,591,773
Total liabilities and shareholders’ equity	$	1,336,249		$	2,205,085

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

F-19

Man Loong Bullion Company Limited.

Statements of Comprehensive Income (Loss)

Unaudited

For the Nine Months ended December 31, 2012 and 2011

(Expressed in US dollars)

	2012			2011
REVENUES
Revenues	$	858,434		$	1,751,153
EXPENSES
General and administrative		1,001,192			914,183
Employee compensation and benefits		304,201			324,010
Depreciation and amortization		6,168			6,146
Total expenses		1,311,561			1,244,340
Other income		-			-
INCOME (LOSS) BEFORE INCOME TAXES		(453,127	)		506,813
INCOME TAXES
Provision for income taxes		-			85,339
NET INCOME (LOSS)		(453,127	)		421,474
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation		2,324			6,314
COMPREHENSIVE INCOME (LOSS)	$	(450,803	)	$	427,788
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic and diluted		10,152,000			10,152,000
BASIC AND DILUTED EARNINGS (LOSS) PER COMMON SHARE
Basic and diluted earnings (loss) per common share	$	(0.04	)	$	0.04

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

F-20

Man Loong Bullion Company Limited.

Statements of Shareholders’ Equity

Unaudited

For the Nine Months Ended of December 31, 2012 and 2011

(Expressed in US dollars)

					Retained			Accumulated
	Common Stock				Earnings			Other			Total
	Number of				(Accumulated			Comprehensive			Shareholders’
	Shares		Par Value		Deficit)			Income (Loss)			Equity
BALANCE, April 1, 2011		10,152,000	$	1,309,678	$	680,163		$	(7,474	)	$	1,982,367
Net income		-		-		421,474			-			421,474
Foreign currency translation adjustment		-		-		-			6,314			6,314
BALANCE, December 31, 2011 (Unaudited)		10,152,000	$	1,390,678	$	1,101,637		$	(1,160	)	$	2,410,155
BALANCE, April 1, 2012		10,152,000	$	1,390,678	$	284,096		$	(2,001	)	$	1,591,773
Net loss		-		-		(453,127	)		-			(453,127	)
Foreign currency translation adjustment		-		-		-			2,324			2,324
BALANCE, December 31, 2012 (Unaudited)		10,152,000	$	1,309,678	$	(169,031	)	$	323		$	1,140,970

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

F-21

Man Loong Bullion Company Limited.

Statements of Cash Flows

Unaudited

For the Nine Months ended December 31, 2012 and 2011

(Expressed in US dollars)

	2012			2011
OPERATING ACTIVITIES
Net income (loss)	$	(453,127	)	$	421,474
Adjustments to reconcile net income (loss) to net cash provided by (used
in) operating activities
Depreciation and amortization		6,168			6,146
Changes in operating assets and liabilities:
Commission receivable		385,028			356,652
Shareholder receivable		-			(115,205	)
Intercompany receivable		(20,014	)		-
Deposits and prepaid expenses		(257,758	)		3,855
Prepaid income taxes		(51,315	)		-
Bank overdraft		(166,720	)		4,890
Accrued liabilities		(5,158	)		(5,139	)
Customer deposits		(346,048	)		(161,418	)
Commission in received in advance		80,218			-
Due to shareholder		68,652			-
Income taxes payable		(49,768	)		85,339
Net cash provided by (used in) operating activities		(356,715	)		175,120
INVESTING ACTIVITIES
Purchase of equipment		(158,449	)		-
Net cash used in investing activities		(158,449	)		-
NET INCREASE (DECREASE) IN CASH		(968,291	)		596,594
EFFECT OF EXCHANGE RATE CHANGES ON CASH		453			1,500
Cash, beginning of period		1,704,881			197,553
Cash, end of period	$	737,043		$	795,647
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Income taxes paid		242,292			-

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

F-22

Man Loong Bullion Company Limited.

Notes to Unaudited Financial Statements

For the Nine Months Ended December 31, 2012 and 2011

(Expressed in US Dollars)

1.	Nature of Operations and Basis of Presentation
	Man Loong Bullion Company Limited (“the Company” or “Man Loong”) was incorporated in Hong Kong in 1974, and in 2009, was re-registered under Hong Kong law as a limited liability company.  The Company provides gold and silver spot contract trading services on its proprietary, 24-hour electronic trading platform and a telephone transaction system located in Hong Kong.  The Company is licensed through the Chinese Gold and Silver Exchange Society (“CGSE”) a self-regulatory organization located in Hong Kong which acts as an exchange for the trading of Kilo gold and Loco London gold and silver spot contracts quoted on the London Metals Exchange. The Company is not a counter party for trades entered through its trading platforms, and instead, contracts with agents who pay Man Loong a fixed commission on each trade that the Company executes for the agents’ customers. In January 2010, the Company signed an agency agreement with one of its shareholders. Under the agreement, the shareholder agreed to indemnify the Company from any trading losses that occur from his clients that place funds on deposit with Man Loong.  As of and for the nine months ended December 31, 2012 and 2011, no trading losses were incurred by Man Loong as part of the relationship with the shareholder and his clients. The agreement expired on September 1, 2012, and effective November 2012, the Company discontinued trades that would be included under the agreement and all customer deposits were repaid by February 2013.
	On April 3, 2013, the Company’s shareholders exchanged 100% of their shares for 50,760,000 shares of eBullion Company, Inc. (“eBullion”) a company incorporated in the United States.  Upon completion of this transaction, Man Loong became a 100% owned subsidiary of eBullion.  This transaction was accounted for as a reverse take-over.

F-23

Man Loong Bullion Company Limited.

Notes to Unaudited Financial Statements

For the Nine Months Ended December 31, 2012 and 2011

(Expressed in US Dollars)

2.	Summary of Significant Accounting Policies
	Basis of Accounting
	The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”).
	Use of Estimates
	The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Changes in these estimates are recorded when known.  Actual results could differ from those estimates.

F-24

Man Loong Bullion Company Limited.

Notes to Unaudited Financial Statements

For the Nine Months Ended December 31, 2012 and 2011

(Expressed in US Dollars)

2.	Summary of Significant Accounting Policies - continued
	Revenue Recognition
	The Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605, “Revenue Recognition”, which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the fee is fixed and determinable; and (4) collectability is reasonably assured. The Company recognizes revenue as a flat-fee commission on each trade executed through its trading platform and telephone transaction system.
	Advertising
	Advertising costs are incurred for the production and communication of advertising, as well as other marketing activities. The Company expenses the cost of advertising as incurred. The Company did not capitalize any production costs associated with advertising for 2012 or 2011. The total amount charged to advertising expense was $5,158 and $7,770 for the nine months ended December 31, 2012 and 2011, respectively.
	Cash and cash equivalents
	Cash and cash equivalents consist primarily of cash on deposit, certificates of deposits, money market accounts, and investment grade commercial paper that are readily convertible to cash and purchased with original maturities of three months or less. As of December 31, 2012 and March 31, 2012, the Company had no cash equivalents.

F-25

Man Loong Bullion Company Limited.

Notes to Unaudited Financial Statements

For the Nine Months Ended December 31, 2012 and 2011

(Expressed in US Dollars)

2.	Summary of Significant Accounting Policies - continued
	Fair Value of Financial Instruments
	ASC 820, “Fair Value Measurements”, defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for cash, accounts receivable, due from major stockholder, other receivables, accounts payable, accrued expenses and other liabilities qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The standard establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy defined by the standard are as follows: Level-1  Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, listed equities and U.S. government treasury securities. Level-2  Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry- standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category include non-exchange-traded derivatives such as over the counter forwards, options and repurchase agreements. Level-3  Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value from the perspective of a market participant. Level 3 instruments include those that may be more structured or otherwise tailored to customers’ needs. Commissions Receivable Commissions receivable represent commissions to be collected from agents for trades executed through the balance sheet date. Commissions receivable are typically remitted to the Company within 30 days of trade execution.  Man Loong has not historically incurred credit losses on these commissions receivable. The Company as of December 31, 2012 and March 31, 2012 has no reserve for credit losses nor incurred any bad debts for the periods then ended.
	Commissions Received in Advance
	Commissions received in advance represent commissions paid to the Company at month end based on an estimate of trading activity.  Commissions paid in excess of actual trading activity are recorded as a current liability on the accompanying balance sheets and are offset against commissions earned in the following month.

F-26

Man Loong Bullion Company Limited.

Notes to Unaudited Financial Statements

For the Nine Months Ended December 31, 2012 and 2011

(Expressed in US Dollars)

2.	Summary of Significant Accounting Policies - continued
	Deposits and Prepaid Expenses
	The Company records goods and services paid for but not to be received until a future date as prepaid assets. These primarily include payments for occupancy related expenses. Any prepaid expense to be realized beyond the next 12 months is classified as non-current in the accompanying balance sheets.
	Equipment
	Equipment is stated at cost. The cost of an asset comprises its purchase price and any directly attributable costs of bringing the asset to its present working condition and locations for its intended use.
	Equipment is depreciated on a straight-line basis over the estimated useful lives of the assets as follows:

Office equipment	5 years
Furniture and fixtures	5 years
Computer equipment	5 years

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

Gain or loss on disposal of equipment is the difference between the net sales proceeds and the carrying amount of the relevant assets, if any, and is recognized as income or loss in the accompanying statements of comprehensive income.

F-27

Man Loong Bullion Company Limited.

Notes to Unaudited Financial Statements

For the Nine Months Ended December 31, 2012 and 2011

(Expressed in US Dollars)

2.	Summary of Significant Accounting Policies - continued
	Reporting Currency and Foreign Currency Translation
	As of December 31, 2012 and 2011, the accounts of the Company are maintained in their functional currencies, which is the Hong Kong dollar ("HK$"). The financial statements of the Company have been translated into U.S. dollars which is Man Loong’s reporting currency. All assets and liabilities of the Company are translated at the exchange rate on the balance sheet date, shareholders’ equity is translated at historical rates and the statements of comprehensive income, and statements of cash flows are translated at the weighted average exchange rate for the year. The resulting translation adjustments are reported under comprehensive income and accumulated translation adjustments are reported as a separate component of shareholders’ equity.
	Foreign exchange rates used:

	December 31,		December 31,
	2012		2011
Period end USD/HK$ exchange rate		7.75092		7.76877
Average USD/HK$ exchange rate		7.75569		7.78297

F-28

Man Loong Bullion Company Limited.

Notes to Unaudited Financial Statements

For the Nine Months Ended December 31, 2012

(Expressed in US Dollars)

2.	Summary of Significant Accounting Policies - continued
	Long-Lived Assets
	The Company periodically evaluates the carrying value of long-lived assets when events and circumstances warrant such review. The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such an asset is separately identifiable and is less than the carrying value. In that event, a loss is recognized in the amount by which the carrying value exceeds the fair market value of the long-lived asset. The Company has identified no such impairment losses.
	Customer Deposits
	Customer deposits include amounts received by the Company related to four customer accounts.  As discussed further in Note 1, these accounts were opened pursuant to an agency agreement with a shareholder of Man Loong. Accordingly, the Company had no risk of loss related to customer deposits at December 31, 2012 and 2011 and for the periods then ended. As of February 2013, these customer deposits have been fully repaid.
	Accumulated Other Comprehensive Income (Loss)
	The Company’s accumulated other comprehensive loss, consists adjustments resulting from translating the Company’s functional currency, the HK dollar to its reporting currency, the U.S. dollar.

F-29

Man Loong Bullion Company Limited.

Notes to Unaudited Financial Statements

For the Nine Months Ended December 31, 2012 and 2011

(Expressed in US Dollars)

2.	Summary of Significant Accounting Policies - continued
	Income Taxes
	The Company utilizes ASC 740, “Income Taxes," which requires the 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 income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
	The Company has adopted the provisions of the interpretation, FIN 48, "Accounting for Uncertainty in Income Taxes”. The Company did not have any material unrecognized tax benefits and there was no effect on its financial condition or results of operations as a result of implementing the interpretation. The Company does not believe there will be any material changes in its unrecognized tax positions over the next 12 months.
	Earnings (loss) per Share
	The Company computes earnings (loss) per share (“EPS”) in accordance with ASC 260 “Earnings Per Share”.  ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average common shares outstanding for the year.
	Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of contracts to issue ordinary common shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. The computation of diluted earnings per share includes the estimated impact of the exercise of contracts to purchase common stocks using the treasury stock method and the potential shares of converted common stock associated with the convertible debt using the if-converted method.
	Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.
	The Company does not have any dilutive securities as of December 31, 2012 and 2011.
	Comprehensive Income (Loss)
	Comprehensive income (loss) is comprised of net income and other comprehensive income (loss). Other comprehensive income (loss) includes unrealized gains or losses resulting from translating the Company’s functional currency, the HK dollar to its reporting currency, the U.S. dollar.

F-30

Man Loong Bullion Company Limited.

Notes to Unaudited Financial Statements

For the Nine Months Ended December 31, 2012 and 2011

(Expressed in US Dollars)

2.	Summary of Significant Accounting Policies - continued
	Recently Adopted Accounting Standards
	In June, 2011, the FASB issued ASU 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income.   ASU 2011-05 requires entities to present net income and other comprehensive income in either a single continuous statement or in two separate, but consecutive, statements of net income and other comprehensive income. ASU 2011-05 is effective for fiscal years and interim periods beginning after March 15, 2011. The adoption of ASU 2011-05 did not have a material impact on the Company’s financial statements.
	In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement (Topic 820):  Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. This standard results in a common requirement between the FASB and the International Accounting Standards Board (IASB) for measuring fair value and for disclosing information about fair value measurements. ASU 2011-04 is effective for fiscal years and interim periods beginning after March 15, 2011. The adoption of ASU 2011-04 did not have a material impact on the Company’s financial statements.
	Recent Accounting Pronouncements In July 2012, the FASB issued ASU No. 2012-04, Technical Amendments and Corrections.  The updates to current guidance make the codification easier to understand and the fair value measurement guidance easier to apply by eliminating inconsistencies and providing needed clarification. ASU No. 2012-04 is effective for fiscal periods beginning after December 15, 2012. The adoption of ASU No. 2012-04 is not expected to have a material effect on the Company’s financial statements.

F-31

Man Loong Bullion Company Limited.

Notes to Unaudited Financial Statements

For the Nine Months Ended December 31, 2012 and 2011

(Expressed in US Dollars)

3.	Deposits and Prepaid Expenses
	Deposits and prepaid expenses consisted of the following as of December 31, 2012 and March 31,2012:

	December 31,		March31,
	2012		2012
	(Unaudited)		(Audited)
Rent and occupancy deposits	$	291,613	$	86,285
Prepaid rent		72,216		19,447
	$	363,829	$	105,732

4.	Equipment
	Equipment, including leasehold improvements, consisted of the following as of December 31, 2012 and March 31, 2012:

	December 31,			March 31,
	2012			2012
	(Unaudited)			(Audited)
Office equipment	$	137,372		$	25,039
Computer equipment		32,056			7,248
Furniture and fixtures		30,064			8,659
		199,942			40,947
Less: Accumulated depreciation		(35,469	)		(29,220	)
Equipment, net	$	164,023		$	11,727

Depreciation expense was $6,168 and $6,146 for the nine months ended December 31, 2012 and 2011, respectively, and was recorded as depreciation and amortization in the accompanying unaudited statements of comprehensive income (loss).

5.

Customer Deposits

Customer deposits were $46,317 and $391,908 at December 31, 2012 and March 31, 2012, respectively, and were recorded as a current liability in the accompanying balance sheets.  Included in customer deposits in the accompanying balance sheet at December 31, 2012 and March 31, 2012 are deposits amounting to $0 and $391,908, respectively which were owed to customers of a shareholder and were covered under an agency agreement with the shareholder.  That agreement expired on September 1, 2012, and in February 2013, all customer deposits were repaid.

F-32

Man Loong Bullion Company Limited.

Notes to Unaudited Financial Statements

For the Nine Months Ended December 31, 2012 and 2011

(Expressed in US Dollars)

6.	General and Administrative Expenses
	General and administrative expenses consist of the following for the periods ended December 31, 2012 and 2011:

	December 31,		December 31,
	2012		2011
	(Unaudited)		(Unaudited)
Marketing expenses	$	332,273	$	335,803
Trading platform rent		219,185		127,780
Transportation		60,859		62,622
Internet		10,181		51,165
Travel and entertainment		37,481		30,575
Computers and software		39,783		30,984
Legal and professional		54,532		6,011
Licenses		3,362		6,170
Occupancy		205,012		164,893
Advertising		5,158		7,770
Other		33,366		45,445
	$	1,001,192	$	914,183

On May 27, 2011, the Company entered into an agreement with a company under common control, True Technology Company Limited (“True Technology”), under which True Technology hosts the Company’s servers and provides a connection between the Company’s servers and the internet using True Technology’s public network connections.  The fee for these services was $12,894 per month through April 2013 when the fee was reduced to $3,868 per month.

7. Income Taxes

Under Hong Kong Profits Tax Law, the Company is subject to profits tax at a statutory rate of 16.5% on income reported in its statutory financial statements after appropriate tax adjustments.

Reconciliation of income tax provision to the amount computed by applying the current statutory rate to income before income taxes is as follows:

	December 31,			December 31,
	2012			2011
	(Unaudited)			(Unaudited)
Income tax provision (benefit) on income before taxes	$	(74,766	)	$	83,624
Non-deductible expenses		960			1,715
Valuation allowance		(73,806	)		-
Total tax provision (benefit)	$	-		$	85,339

At December 31 2012 and 2011, the Company had no differences between the book and tax basis of assets and liabilities which gave rise to deferred income tax assets or liabilities. For the nine months ended December 31, 2012 the Company had a net operating loss carryforward of approximately $74,766.  Man Loong has recorded a 100% valuation allowance because at December 31, 2012 management does not believe that it is more likely than not that the tax benefit of the loss carryforward will be realized.  As a result of the implementation of ASC 740, we recognized no material adjustment to unrecognized tax benefits. We will continue to classify income tax penalties and interest, if any, as part of interest and other expenses in its statements of operations. We have incurred no interest or penalties for the periods ended December 31, 2012 and 2011.

F-33

Man Loong Bullion Company Limited.

Notes to Unaudited Financial Statements

For the Nine Months Ended December 31, 2012 and 2011

(Expressed in US Dollars)

8.	Earnings Per Share
	Earnings per share (“EPS”) information for the nine month periods ended December 31, 2012 and 2011 were determined by dividing net income for the year by the weighted average number of both basic and diluted shares of common stock and common stock equivalents outstanding.
	As of and for the periods ending December 31, 2012 and 2011, the Company did not have any securities that may potentially dilute the basic earnings per share. Therefore the basic and diluted earnings per share for the respective years are the same.

	December 31,			December 31,
	2012			2011
	(Unaudited)			(Unaudited)
Numerator
Net income attributable to common shareholders	$	(453,127	)	$	506,813
Denominator
Weighted average shares of common stock (basic and diluted)		10,152,000			10,152,000
Basic and diluted earnings per common stock	$	(0.04	)	$	0.04

9. Related Party Transactions and Balances

The Company engaged in related party transactions with certain shareholders, and a company under common control as described below.

Included in customer deposits in the accompanying balance sheet at March 31, 2011 are deposits amounting to $391,908 which were owed to customers of a shareholder and were covered under an agency agreement with the shareholder.  That agreement expired on September 1, 2012, and in February 2013, all such customer deposits were repaid.

Included in due to shareholder in the accompanying balance sheet at December 31, 2012 were advances to the Company from a shareholder amounting to $69,694 which were non-interest bearing and which were repaid in February 2013.

Dividends paid to shareholders were $0 and $642,908 for the periods ended December 31, 2012 and March 31, 2012, respectively.

Included in trading platform rental fees in the accompanying Statements of Comprehensive Income for the period ended December 31, 2012, are rental fees of $116,044 which were paid to a company under common control, True Technology.

Included in employee compensation and benefits in the accompanying statements of operations for the periods ended December 31, 2012 and 2011, are salaries and director compensation of $15,472 and $15,435, respectively, which were paid to Man Loong’s shareholders.

During the 9 months ended December 31, 2012, Man Long paid legal and professional fees amounting to $20,916 on behalf of eBullion which are recorded as a related party receivable on the accompanying balance sheets as of December 31, 2012.

F-34

Man Loong Bullion Company Limited.

Notes to Unaudited Financial Statements

For the Nine Months Ended December 31, 2012 and 2011

(Expressed in US Dollars)

10.	Commitments
	Leases - The Company leases office space under non-cancellable operating lease agreements that expire on various dates through 2013. In May 27, 2011, the Company entered into an agreement with True Technology, a company under common control, under which True Technology hosts the Company’s servers and provides a connection between the Company’s servers and the internet using True Technology’s public network connections.  The fees paid to True Technology were approximately $12,894 per month until April 2013when the fees were reduced to $3,868 per month for 24 months. Future annual minimum lease payments, including maintenance and management fees, for non-cancellable operating leases and trading platform fees, are as follows:
	Period ending December 31,

2013	$	703,585
2014		606,176
2015		571,363
	$	1,881,123

	In December 2012, the Company entered into a new lease agreement on approximately 10,000 square feet of office space which will replace its existing office facilities. Man Loong occupied the new space in January 2013. Under terms of the lease, the Company deposited approximately $192,000 as a lease deposit and is committed to lease and management fee payments of approximately $47,000 per month for 36 months.
11.	Subsequent Events
	On April 3, 2013, the Company’s shareholders exchanged 100% of their shares for 50,760,000 shares of eBullion, a company incorporated in the United States.  Upon completion of this transaction, Man Loong became a 100% owned subsidiary of eBullion.  This transaction was accounted for as a reverse take-over.

F-35

eBullion, Inc.

A DEVELOPMENT STAGE COMPANY

February 15, 2013

TABLE OF CONTENTS

	Page(s)
Report of Independent Registered Public Accounting firm	F-37
Financial Statements:
Balance Sheet as of February 15, 2013	F-38
Statement of Operations for the Period From January 28, 2013 (Inception) to February 15, 2013	F-39
Statement of Stockholders’ Deficit for the Period from January 28, 2013 (Inception) through February 15, 2013	F-40
Statement of Cash Flows for the Period from January 28, 2013 (Inception) to February 15, 2013	F-41
Notes to Financial Statements	F-42 to F-44

F-36

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders

eBullion, Inc.

(A Development Stage Company)

We have audited the accompanying balance sheet of eBullion, Inc. (a development stage company) as of February 15, 2013 and the related statements of operations, stockholders’ deficit and cash flows for the period from January 28, 2013 (inception) to February 15, 2013. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit 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 audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as, evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of eBullion, Inc. (a development stage company) as of February 15, 2013 and the results of its operations and its cash flows for the period from January 28, 2013 (inception) to February 15, 2013 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred a loss since inception, has an accumulated deficit and may be unable to raise further equity. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Anton & Chia, LLP

Newport Beach, CA

April 12, 2013

F-37

eBullion, Inc.

(A Development Stage Company)

Balance Sheet

	As of
	February 15, 2013
ASSETS
CURRENT ASSETS:
Cash	$	-
TOTAL ASSETS	$	-
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable	$	20,916
TOTAL LIABILITIES		20,916
STOCKHOLDERS' DEFICIT:
Preferred stock, $.0001 par value; 50,000,000
shares authorized; none issued and outstanding		-
Common stock, $.0001 par value; 500,000,000
shares authorized; no shares issued and outstanding
at February 15, 2013		-
Accumulated deficit		(20,916	)
TOTAL STOCKHOLDERS' DEFICIT		(20,916	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	-

The accompanying notes are an integral part of the financial statements.

F-38

eBullion, Inc.

(A Development Stage Company)

Statement of Operations

	Cumulative from January 28, 2013 (inception) to February 15, 2013
Revenue	$	-
Operating Expenses:
General and administrative
Courier charges		124
Legal and professional fees		20,792
Total Operating Expenses:		20,916
Net loss	$	(20,916	)
Net loss per share (basic and diluted)	$	-

The accompanying notes are an integral part of the financial statements.

F-39

eBullion, Inc.

(A Development Stage Company)

Statement of Stockholders' Deficit

	Common				Accumulated
	Shares		Amount		Deficit			Total
Balance as of January 28, 2013		-	$	-	$	-		$	-
Net Loss		-		-		(20,916	)		(20,916	)
Balance as of February 15, 2013		-	$	-	$	(20,916	)	$	(20,916	)

The accompanying notes are an integral part of the financial statements.

F-40

eBullion, Inc.

(A Development Stage Company)

Statement of Cash Flows

	Cumulative from January 28, 2013 (inception) to February 15, 2013
Operating Activities
Net loss	$	(20,916	)
Adjustments to reconcile net loss to net
change in cash from operating activities
Increase in accounts payable		20,916
Net change in cash		-
Cash at beginning of the period		-
Cash at end of the period	$	-

The accompanying notes are an integral part of the financial statements.

F-41

NOTE 1  - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

 (a) Organization and Business:

eBullion, Inc. (the "Company” or “eBullion”) was incorporated in the state of Delaware on January 28, 2013 for the purpose of raising capital that is intended to be used in connection with its business plan which may include a possible merger, acquisition or other business combination with an operating business.

The Company is currently in the development stage. All activities of the Company to date relate to its organization, initial funding and share issuances.

On April 3, 2013, the Company issued 50,760,000 common shares and exchanged those shares for 100% of the common shares of Man Loong Bullion Company Limited (“Man Loong”) a company incorporated in Hong Kong.  Upon completion of this transaction, Man Loong became a 100% owned subsidiary of eBullion.  This transaction was accounted for as a reverse take-over.

On April 5, 2013, the Company completed a private placement of 500,000 shares of common stock for net proceeds of $239,025.

(b) Basis of Presentation

The accompanying financial statements have been prepared in accordance with United States generally accepted accounting principles ("U.S. GAAP").

(c) Use of Estimates:

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

(d) Development Stage

The Company has been in the development stage since its formation on January 28, 2013.  It has primarily engaged in raising capital to carry out its business plan, as described above. The Company expects to continue to incur significant operating losses and to generate negative cash flow from operating activities while it develops its operating plan.  The Company's ability to eliminate operating losses and to generate positive cash flows in the future will depend upon a variety of factors, many of which it is unable to control.  If the Company is unable to implement its business plan successfully, it may not be able to eliminate operating losses, generate positive cash flow, or achieve or sustain profitability, which would materially adversely affect its business, operations, and financial results, as well as its ability to make payments on any obligations it may incur.

(e) Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.  The Company had no cash at February 15, 2013.

(f) Loss Per Common Share

Basic loss per share is calculated using the weighted-average number of common shares outstanding during each reporting period. Diluted per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period.  The Company has incurred a loss during the current period; therefore any potentially dilutive shares are excluded, as they would be anti-dilutive. The Company has not issued any common shares and does not have any potentially dilutive instruments for this reporting period.

F-42

(g) Fair Value of Financial Instruments

The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

●  Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

●  Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

●  Level 3 inputs are unobservable inputs for the asset or liability.

The carrying amounts of financial assets such as cash approximate their fair values because of the short maturity of these instruments.

NOTE 2  - GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which assumes the Company will realize its assets and discharge its liabilities in the normal course of business. As reflected in the accompanying financial statements, the Company has a deficit accumulated during the development stage, used cash from operations since its inception, and had no working capital at February 15, 2013. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The Company’s ability to continue as a going concern is also dependent on its ability to find a suitable target company and enter into a possible reverse merger with such company. Management’s plan includes obtaining additional funds by equity financing through a reverse merger transaction and/or related party advances; however there is no assurance of additional funding being available. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might arise as a result of this uncertainty.

NOTE 3 - RELATED PARTY TRANSACTION

During the period from January 28, 2913 (inception) to February 15, 2013, Man Loong and a shareholder of Man Loong paid $20,916 on the Company’s behalf for certain courier charges and legal and professional fees.  Subsequent to February 15, 2013, eBullion will reimburse Man Loong and the shareholder for all such expenses.  Accordingly, the Company has recorded these payments as accounts payable in the accompanying balance sheet.

NOTE 4 - INCOME TAXES

Under ASC 740, "Income Taxes", deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of February 15, 2013, there were no deferred taxes.

F-43

NOTE 5 - RECENT ACCOUNTING PROUNCEMENTS

Adopted

In May 2011, the FASB issued ASU 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (IFRS) of Fair Value Measurement – Topic 820.”  ASU 2011-04 is intended to provide a consistent definition of fair value and improve the comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and IFRS.  The amendments include those that clarify the FASB’s intent about the application of existing fair value measurement and disclosure requirements, as well as those that change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements.  This update is effective for annual and interim periods beginning after December 15, 2011. The adoption of this ASU did not have a material impact on our financial statements.

Not Adopted

In December 2011, the FASB issued ASU No. 2011-11: Balance Sheet (topic 210):  Disclosures about Offsetting Assets and Liabilities, which requires new disclosure requirements mandating that entities disclose both gross and net information about instruments and transactions eligible for offset in the statement of financial position as well as instruments and transactions subject to an agreement similar to a master netting arrangement.  In addition, the standard requires disclosure of collateral received and posted in connection with master netting agreements or similar arrangements.  This ASU is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods.  Entities should provide the disclosures required retrospectively for all comparative periods presented.  We are currently evaluating the impact of adopting ASU 2011-11 on the financial statements.

The FASB issued Accounting Standards Update (ASU) No. 2012-02—Intangibles—Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment, on July 27, 2012, to simplify the testing for a drop in value of intangible assets such as trademarks, patents, and distribution rights. The amended standard reduces the cost of accounting for indefinite-lived intangible assets, especially in cases where the likelihood of impairment is low. The changes permit businesses and other organizations to first use subjective criteria to determine if an intangible asset has lost value. The amendments to U.S. GAAP will be effective for fiscal years starting after September 15, 2012. Early adoption is permitted.The adoption of this ASU will not have a material impact on our financial statements.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

NOTE 6 - STOCKHOLDERS’ DEFICIT

The Company is authorized to issue 500,000,000 shares of common stock and 50,000,000 shares of preferred stock.  As of February 15, 2013, no shares of common stock and no preferred stock were issued and outstanding.

On April 3, 2013, the Company issued 50,760,000 common shares and exchanged those shares for 100% of the common shares of Man Loong, a company incorporated in Hong Kong.  Upon completion of this transaction, Man Loong became a 100% owned subsidiary of eBullion.  This transaction was accounted for as a reverse take-over.

On April 5, 2013, the Company completed a private placement of 500,000 shares of common stock for net proceeds of $239,025.

F-44

PART  II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.   Other Expenses of Issuance and Distribution.

We estimate that expenses in connection with the distribution described in this registration statement (other than brokerage commissions, discounts or other expenses relating to the sale of the shares by the selling security holders) will be as set forth below. We will pay all of the expenses with respect to the distribution, and such amounts, with the exception of the Securities and Exchange Commission (“SEC”) registration fee, are estimates.

SEC registration fee	$	34
Accounting fees and expenses		80,000
Legal fees and expenses		75,000
Printing and related expenses		5,000
Transfer agent fees and expenses		2,000
Miscellaneous		966
Total	$	163,000

Item 14.   Indemnification of Directors and Officers.

Pursuant to our Certificate of Incorporation, our Board of Directors may issue additional shares of common or preferred stock. Any additional issuance of common stock or the issuance of preferred stock could have the effect of impeding or discouraging the acquisition of control of us by means of a merger, tender offer, proxy contest or otherwise, including a transaction in which our stockholders would receive a premium over the market price for their shares, and thereby protects the continuity of our management.  Specifically, if in the due exercise of its fiduciary obligations, the Board of Directors was to determine that a takeover proposal was not in our best interest, shares could be issued by the Board of Directors without stockholder approval in one or more transactions that might prevent or render more difficult or costly the completion of the takeover by:

● diluting the voting or other rights of the proposed acquirer or insurgent stockholder group;

● putting a substantial voting block in institutional or other hands that might undertake to support the incumbent board of directors; or

● effecting an acquisition that might complicate or preclude the takeover.

The Delaware General Corporation Law (“Delaware Corporate Law”), with certain exceptions, permits a Delaware corporation to indemnify a present or former director or officer of the corporation (and certain other persons serving at the request of the corporation in related capacities) for liabilities, including legal expenses, arising by reason of service in such capacity if such person shall have acted in good faith and in a manner he reasonably believed to be in, or not opposed, to the best interests of the corporation, and in any criminal proceeding if such person had no reasonable cause to believe his conduct was unlawful. However, in the case of actions brought by or in the right of the corporation, no indemnification may be made with respect to any matter as to which such director or officer shall have been adjudged liable, except in certain limited circumstances.

Our Certificate of Incorporation provide that we shall indemnify our directors and executive officers to the fullest extent now or hereafter permitted by Delaware Corporate Law. The indemnification provided by Delaware Corporate Law and our  Certificate of Incorporation is not exclusive of any other rights to which a director or officer may be entitled. The general effect of the foregoing provisions may be to reduce the circumstances under which an officer or director may be required to bear the economic burden of the foregoing liabilities and expense.

We may also purchase and maintain insurance for the benefit of any director or officer that may cover claims for which we could not indemnify such person.

II-1

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Securities Act”) may be permitted to our directors, officers and controlling persons, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to court of appropriate jurisdiction. We will then be governed by the court's decision.

Item 15.   Recent Sales and Issuances of Unregistered Securities.

In April 2013, we issued an aggregate of 50,760,000 shares of our common stock to five individuals in exchange for all of the outstanding equity of Man Loong. The issuance was not a public offering as defined in Section 4(a)(2) of the Securities Act because the offer and sale was made to an insubstantial number of persons and because of the manner of the offering. In addition, the investors had the necessary investment intent as required by Section 4(a)(2) of the Securities Act since they agreed to, and received, certificates bearing a legend stating that such options and the underlying shares are restricted. This restriction ensured that these securities will not be immediately redistributed into the market and therefore be part of a public offering. This issuance was done with no general solicitation or advertising by the Company. Based on an analysis of the above factors, the Company met the requirements to qualify for exemption under Section 4(a)(2) of the Securities Act for the transactions.

In  March and April 2013, we issued an aggregate of 500,000 shares of our common stock to 48 investors, all of whom were either “accredited investors” or “non-U.S. persons” as defined by Regulation D and Regulation S. The issuance was not a public offering as defined in Section 4(a)(2) of the Securities Act, and Regulation D and Regulation S, as applicable, promulgated thereunder because the offer and sale was made to an insubstantial number of persons and because of the manner of the offering. In addition, the investors had the necessary investment intent as required by Section 4(a)(2) since they agreed to, and received, certificates bearing a legend stating that the securities they received  are restricted. This restriction ensured that these securities will not be immediately redistributed into the market and therefore be part of a public offering. This issuance was also completed  with no general solicitation or advertising by the Company. Based on an analysis of the above factors, the Company met the requirements to qualify for exemption under Section 4(a)(2) of the Securities Act for the offering.

Item 16.   Exhibits.

Exhibit No.	Description
3.1	Certificate of Incorporation dated January 28, 2013*
3.2	By-Laws*
5.1	Opinion of Gracin & Marlow, LLP*
10.1	Contribution  Agreement dated April 3, 2013*
10.2	Lease Agreement*
10.3	Software Development License and Maintenance Agreement dated April 1, 2013 between True Technology Company and Man Loong Bullion Company Limited*
10.4	Standard Form of Customer Agency Agreement*
10.5	Agency Agreement dated January 1, 2010, between Man Loong Bullion Company Limited and Mr. Wong Hak Yim*
21.1	List of subsidiaries*
23.1a	Consent of Registered Public Accounting Firm eBullion, Inc.*
23.1b	Consent of Registered Public Accounting Firm-Man Loong Bullion Company*
23.2	Consent of Gracin & Marlow, LLP (included in Exhibit 5.1)*

*Filed herewith

II-2

Item 17.   Undertakings

A. Rule 415 Offering

The undersigned registrant hereby undertakes:

(1)   To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. 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 Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed on the registration statement or any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of the 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 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 (§230.424 of this chapter);

(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.

B. Request for Acceleration of Effective Date

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly authorized this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Kowloon, Hong Kong, on April 18, 2013.

eBullion, Inc.
By:	/s/ Kee Yuen Choi
	Kee Yuen Choi, Chief Executive Officer and Director
By:	/s/ Chui Chui Li
	Chui Chui Li, Chief Financial Officer,
	Treasurer, Secretary and Director

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Kee Yuen Choi	Chief Executive Officer and Director	April 18, 2013
Kee Yuen Choi	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
/s/ Chui Chui Li	Chief Financial Officer, Treasurer, Secretary and Director	April 18, 2013
Chui Chui Li
/s/ Hak Yim Wong	Director	April 18, 2013
Hak Yim Wong
/s/ Joseph Havlin	Director	April 18, 2013
Joseph Havlin
/s/ Lai Keung Chan	Director	April 18, 2013
Lai Keung Chan

II-4

POWER OF ATTORNEY

We, the undersigned hereby severally constitute and appoint each of Kee Yuen Choi and Chui Chui Li our true and lawful attorney and agent, with full power to each to sign for us, and in our names in the capacities indicated below, any and all amendments to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

Pursuant to the requirements of the Securities Act 1933, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/ Kee Yuen Choi	Chief Executive Officer and President	April 18, 2013
Kee Yuen Choi	(Principal Executive Officer)
/s/ Chui Chui Li*	Chief Financial Officer, Treasurer, Secretary and Director	April 18, 2013
Chui Chui Li
/s/  Hak Yim Wong*	Director	April 18, 2013
Hak Yim Wong
/s/ Joseph Havlin*	Director	April 18, 2013
Joseph Havlin
/s/ Lai Keung Chan*	Director	April 18, 2013
Lai Keung Chan

II-5

EX-3.1

Exhibit 3.1

CERTIFICATE OF INCORPORATION

OF

eBULLION, INC.

FIRST: The name of the corporation is: eBullion, Inc.

SECOND: The address of its registered office in the State of Delaware is to be located at The Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle.  The name of its registered agent at such address is The Corporation Trust Company.

THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be orga­nized under the General Corporation Law of Delaware.

FOURTH: The total number of shares of stock which the corporation shall have authority to issue is FIVE HUNDRED MILLION (500,000,000) shares of Common Stock, par value $.0001 per share (the “Common Stock”) and FIFTY MILLION (50,000,000) shares of Preferred Stock, par value $.0001 per share (the “Preferred Stock”).

The Preferred Stock of the corporation shall be issued by the Board of Directors of the corporation in one or more classes or one or more series within any class and such classes or series shall have such voting powers, full or limited, or no voting powers, and such designations, preferences, limitations or restrictions as the Board of Directors of the corporation may determine, from time to time.

The holders of the Common Stock are entitled to one vote for each share held at all meetings of stockholders (and written actions in lieu of meetings).  There shall be no cumulative voting.

Shares of Common Stock and Preferred Stock may be issued from time to time as the Board of Directors shall determine and on such terms and for such consideration as shall be fixed by the Board of Direc­tors.

FIFTH:  The name and mailing address of the sole incorpo­rator is as follows:

NAME	MAILING ADDRESS
Leslie Marlow	Gracin & Marlow, LLP
	The Chrysler Building
	405 Lexington Avenue, 26th Floor
	New York, NY 10174

1

SIXTH: In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly autho­rized to make, alter or repeal the By-laws of the corpora­tion.

SEVENTH: Meetings of stockholders may be held within or without the State of Delaware, as the By-laws may provide.  The books of the corporation may be kept (subject to any provisions contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By-laws of the corporation.  Elec­tions of directors need not be by written ballot unless the By-laws of the corporation shall so provide.

EIGHTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corpora­tion or of any creditor or stockholder thereof or on the applica­tion of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware General Corporation Law or on the application of trust­ees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware General Corporation Law order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs.  If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorgani­zation of this corporation as a consequence of such compromise or arrange­ment, the said compromise or arrangement and the said reorganiza­tion shall, if sanctioned by the court to which the said applica­tion has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockhold­ers, of this corpora­tion, as the case may be, and also on this corporation.

NINTH: The corporation reserves the right to amend, alter, change or repeal any provision contained in this certifi­cate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

TENTH: The corporation shall to the fullest extent permitted by Section 145 of the Delaware General Corporation Law, as the same may be amended or supplemented, or by any successor thereto, indemnify and reimburse any and all persons whom it shall have the power to indemnify under said Section from and against any and all of the expenses, liabilities or other matters referred to in, or covered by said Section.  Notwithstanding the foregoing, the indemnification provided for in this Article TENTH shall not be deemed exclusive of any other rights to which those entitled to receive indemnification or reimbursement hereunder may be entitled under any By-law of the corporation, agreement, vote of stockhold­ers or disinterested directors or otherwise.

2

ELEVENTH: No director of this corporation shall be personally liable to the corporation or any of its stockholders for monetary damages for breach of a fiduciary duty as a direc­tor, except for liability (i) for any breach of a director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law as the same exists or hereafter may be amended or (iv) for any transaction from which the director derived an improper benefit.  If the Delaware General Corporation Law hereafter is amended to authorize the further elimination or limitation of the liability of directors, then liability of a director of the corporation, in addition to limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Delaware General Corporation Law.  Any repeal or modification of this paragraph by the stockholders of the corporation shall be pro­spective only, and shall not adversely affect any limitation on the personal liability of directors of the corporation existing at the time of such repeal or modification.

IN WITNESS WHEREOF, I, the undersigned, being the incorporator hereinbefore named, hereby declare and certify the facts herein stated are true, and accordingly have hereunto set my hand this 17th day of January, 2013.

/s/ Leslie Marlow

Leslie Marlow, sole incorporator

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EX-3.2

Exhibit 3.2

BY-LAWS

OF

eBULLLION, INC.

ARTICLE I

STOCKHOLDERS

Section 1.1     Annual Meetings.  An annual meeting of stockholders shall be held for the election of Directors at such date, time and place either within or without the State of Delaware as may be designated by the Board of Direc­tors from time to time.  Any other proper business may be transacted at the annual meeting.

Section 1.2     Special Meetings.  Special meetings of stockholders may be called at any time by the Chairman of the Board, if any, the Vice Chairman of the Board, if any, or the President to be held at such date, time and place either within or without the State of Delaware as may be stated in the notice of the meeting.  A special meeting of stockholders shall be called by the Sec­retary upon the written request, stating the purpose of the meeting, of stockholders who together own of record a major­ity of the outstanding shares of each class of stock entitled to vote at such meeting.

Section 1.3     Notice of Meetings.  Whenever stock­holders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.  Unless otherwise provided by law, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting.  If mailed, such notice shall be deemed to be given when depo­sited in the United States mail, postage prepaid, directed to the stockholder at such stockholder's address as it appears on the records of the Corporation.

Section 1.4     Adjournments.  Any meeting of stock­holders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.  At the adjourned meeting the Cor­poration may transact any business which might have been transacted at the original meeting.  If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

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Section 1.5     Quorum.  At each meeting of stock­holders, except where otherwise provided by law or the cer­tificate of incorporation or these by-laws, the holders of a majority of the outstanding shares of each class of stock entitled to vote at the meeting, present in person or repre­sented by proxy, shall constitute a quorum.  For purposes of the foregoing, two or more classes or series of stock shall be considered a single class if the holders thereof are enti­tled to vote together as a single class at the meeting.  In the absence of a quorum the stockholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided by Section 1.4 of these by-laws until a quorum shall attend.  Shares of its own capital stock belonging on the record date for the meeting to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum pur­poses; provided, however, that the foregoing shall not limit the right of the Corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

Section 1.6     Organization.  Meetings of stock­holders shall be presided over by the Chairman of the Board, if any, or in the absence of the Chairman of the Board by the Vice Chairman of the Board, if any, or in the absence of the Vice Chairman of the Board by the President, or in the absence of the President by a Vice President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting.  The Secretary, or in the absence of the Secretary an Assistant Secretary, shall act as secretary of the meeting, but in the absence of the Secretary and any Assistant Secretary the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 1.7     Voting; Proxies.  Unless otherwise provided in the certificate of incorporation, each stock­holder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by such stockholder which has voting power upon the matter in question.  If the certificate of incorporation provides for more or less than one vote for any share on any matter, every reference in these by-laws to a majority or other proportion of stock shall refer to such majority or other proportion of the votes of such stock.  Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.  A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest suffi­cient in law to support an irrevocable power.  A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the Corporation.  Voting at meetings of stockholders need not be by written ballot and need not be conducted by inspectors unless the holders of a majority of the outstanding shares of all classes of stock entitled to vote thereon present in person or by proxy at such meeting shall so determine.  At all meetings of stockholders for the election of directors a plurality of the votes cast shall be sufficient to elect.  With respect to other matters, unless otherwise provided by law or by the certificate of incorporation or these by-laws, the affirmative vote of the holders of a majority of the shares of all classes of stock present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, provided that (except as other­wise required by law or by the certificate of incorporation) the Board of Directors may require a larger vote upon any such matter.  Where a separate vote by class is required, the affirmative vote of the holders of a majority of the shares of each class present in person or represented by proxy at the meeting shall be the act of such class, except as otherwise provided by law or by the certificate of incorporation or these by-laws.

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Section 1.8     Fixing Date for Determination of Stockholders of Record.  In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action.  If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board is necessary, shall be the day on which the first written consent is expressed; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.  A determination of stock­holders of record entitled to notice of or to vote at a meet­ing of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

Section 1.9     List of Stockholders Entitled to Vote.  The Secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stock­holders entitled to vote at the meeting, arranged in alpha­betical order, and showing the address of each stockholder and the number of shares registered in the name of each stock­holder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present.

Section 1.10     Consent of Stockholders in Lieu of Meeting.  Any action required by law to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

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ARTICLE II

BOARD OF DIRECTORS

Section 2.1     Powers; Number; Qualifications.  The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by law or in the certificate of incorporation.  The Board shall consist of one or more members, the number thereof to be determined from time to time by the Board.  Directors need not be stockholders.

Section 2.2     Election; Term of Office; Resignation; Removal; Vacancies.  Each director shall hold office until the annual meeting of stockholders next succeeding his or her election and until his or her successor is elected and qualified or until his or her earlier resignation or removal.  Any director may resign at any time upon written notice to the Board of Directors or to the President or the Secretary of the Corporation.  Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective.  Any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors; except that, if the certificate of incorporation provides for cumulative voting and less than the entire Board is to be removed, no director may be removed without cause if the votes cast against his or her removal would be sufficient to elect him or her if then cumulatively voted at an election of the entire Board, or, if there be classes of directors, at an election of the class of directors of which he or she is a part.  Whenever the holders of any class or series of stock are entitled to elect one or more directors by the provisions of the certifi­cate of incorporation, the provisions of the preceding sentence shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole.  Unless otherwise provided in the certificate of incorporation or these by-laws, vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class or from any other cause may be filled by a majority of the directors then in office, although less than a quorum, or by the sole remaining director.  Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the certificate of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by the sole remaining director so elected.

Section 2.3     Regular Meetings.  Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board may from time to time determine, and if so determined notice thereof need not be given.

Section 2.4     Special Meetings.  Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the Chairman of the Board, if any, by the Vice Chairman of the Board, if any, by the President or by any two directors.  Reasonable notice thereof shall be given by the person or persons calling the meeting.

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Section 2.5     Participation in Meetings by Con­ference Telephone Permitted.  Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the Board of Directors, or any committee designated by the Board, may participate in a meeting of the Board or of such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by-law shall constitute presence in person at such meeting.

Section 2.6     Quorum; Vote Required for Action.  At all meetings of the Board of Directors one-third of the entire Board shall constitute a quorum for the transaction of busi­ness.  The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board unless the certificate of incorporation or these by-laws shall require a vote of a greater number.  In case at any meeting of the Board a quorum shall not be present, the members of the Board present may adjourn the meeting from time to time until a quorum shall attend.

Section 2.7     Organization.  Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in the absence of the Chairman of the Board by the Vice Chairman of the Board, if any, or in the absence of the Vice Chairman of the Board by the President, or in their absence by a chairman chosen at the meeting.  The Secretary, or in the absence of the Secretary an Assistant Secretary, shall act as secretary of the meeting, but in the absence of the Secretary and any Assistant Secretary the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 2.8     Action by Directors Without a Meeting.  Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or of such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Section 2.9     Compensation of Directors.  The Board of Directors shall have the authority to fix the compensation of directors.

ARTICLE III

COMMITTEES

Section 3.1     Committees.  The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation.  The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any such absent or disqualified member.  Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation's property and assets, recommending to the stockholders a dissolution of the Corporation or a revoca­tion of dissolution, removing or indemnifying directors or amending these by-laws; and, unless the resolution expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

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Section 3.2     Committee Rules.  Unless the Board of Directors otherwise provides, each committee designated by the Board may adopt, amend and repeal rules for the conduct of its business.  In the absence of a provision by the Board or a provision in the rules of such committee to the contrary, a majority of the entire authorized number of members of such committee shall constitute a quorum for the transaction of business, the vote of a majority of the members present at a meeting at the time of such vote if a quorum is then present shall be the act of such committee, and in other respects each committee shall conduct its business in the same manner as the Board conducts its business pursuant to Article II of these by-laws.

ARTICLE IV

OFFICERS

Section 4.1     Officers; Election.  As soon as practicable after the annual meeting of stockholders in each year, the Board of Directors shall elect a President and a Secretary, and it may, if it so determines, elect from among its members a Chairman of the Board and a Vice Chairman of the Board.  The Board may also elect one or more Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and such other officers as the Board may deem desirable or appropriate and may give any of them such further designations or alternate titles as it con­siders desirable.  Any number of offices may be held by the same person.

Section 4.2     Term of office; Resignation; Removal; Vacancies.  Except as otherwise provided in the resolution of the Board of Directors electing any officer, each officer shall hold office until the first meeting of the Board after the annual meeting of stockholders next succeeding his or her election, and until his or her suc­cessor is elected and qualified or until his or her earlier resignation or removal.  Any officer may resign at any time upon written notice to the Board or to the President or the Secretary of the Corporation.  Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective.  The Board may remove any officer with or without cause at any time.  Any such removal shall be without prejudice to the contractual rights of such officer, if any, with the Corporation, but the election of an officer shall not of itself create contractual rights.  Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board at any regular or special meeting.

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Section 4.3     Chairman of the Board.  The Chairman of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders at which he or she shall be present and shall have and may exercise such powers as may, from time to time, be assigned to him or her by the Board and as may be provided by law.

Section 4.4     Vice Chairman of the Board.  In the absence of the Chairman of the Board, the Vice Chairman of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders at which he or she shall be present and shall have and may exercise such powers as may, from time to time, be assigned to him or her by the Board and as may be provided by law.

Section 4.5     President.  In the absence of the Chairman of the Board and Vice Chairman of the Board, the President shall preside at all meetings of the Board of Directors and of the stockholders at which he or she shall be present.  The President shall be the chief executive officer and shall have general charge and supervision of the business of the Corporation and, in general, shall perform all duties incident to the office of president of a corporation and such other duties as may, from time to time, be assigned to him or her by the Board or as may be provided by law.

Section 4.6     Vice Presidents.  The Vice President or Vice Presidents, at the request or in the absence of the President or during the President's inability to act, shall perform the duties of the President, and when so acting shall have the powers of the President.  If there be more than one Vice President, the Board of Directors may deter­mine which one or more of the Vice Presidents shall perform any of such duties; or if such determination is not made by the Board, the President may make such determination; otherwise any of the Vice Presidents may perform any of such duties.  The Vice President or Vice Presidents shall have such other powers and shall perform such other duties as may, from time to time, be assigned to him or her or them by the Board or the President or as may be provided by law.

Section 4.7     Secretary.  The Secretary shall have the duty to record the proceedings of the meetings of the stockholders, the Board of Directors and any committees in a book to be kept for that purpose, shall see that all notices are duly given in accordance with the provisions of these by-laws or as required by law, shall be custodian of the records of the Corporation, may affix the corporate seal to any document the execution of which, on behalf of the Corporation, is duly authorized, and when so affixed may attest the same, and, in general, shall perform all duties incident to the office of secretary of a corporation and such other duties as may, from time to time, be assigned to him or her by the Board or the President or as may be provided by law.

Section 4.8     Treasurer.  The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation and shall deposit or cause to be deposited, in the name of the Cor­poration, all moneys or other valuable effects in such banks, trust companies or other depositories as shall, from time to time, be selected by or under authority of the Board of Directors.  If required by the Board, the Treasurer shall give a bond for the faithful discharge of his or her duties, with such surety or sureties as the Board may determine.  The Treasurer shall keep or cause to be kept full and accurate records of all receipts and disbursements in books of the Corporation, shall render to the President and to the Board, whenever requested, an account of the financial condition of the Corporation, and, in general, shall perform all the duties incident to the office of treasurer of a corporation and such other duties as may, from time to time, be assigned to him or her by the Board or the President or as may be provided by law.

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Section 4.9     Other Officers.  The other officers, if any, of the Corporation shall have such powers and duties in the management of the Corporation as shall be stated in a resolution of the Board of Directors which is not inconsistent with these by-laws and, to the extent not so stated, as generally pertain to their respective offices, subject to the control of the Board.  The Board may require any officer, agent or employee to give security for the faithful performance of his or her duties.

ARTICLE V

STOCK

Section 5.1     Certificates.  Every holder of stock in the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman or Vice Chairman of the Board of Directors, if any, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secre­tary, of the Corporation, certifying the number of shares owned by such holder in the Corporation.  If such certificate is manually signed by one officer or manually countersigned by a transfer agent or by a registrar, any other signature on the certificate may be a facsimile.  In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corpora­tion with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

Section 5.2     Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates.  The Corporation may issue a new certificate of stock in the place of any cer­tificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner's legal representative, to give the Corporation a bond suffi­cient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruc­tion of any such certificate or the issuance of such new certificate.

ARTICLE VI

MISCELLANEOUS

Section 6.1     Fiscal Year.  The fiscal year of the Corporation shall be determined by the Board of Directors.

Section 6.2     Seal.  The Corporation may have a corporate seal which shall have the name of the Corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors.  The corporate seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

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Section 6.3     Waiver of Notice of Meetings of Stockholders, Directors and Committees.  Whenever notice is required to be given by law or under any provision of the cer­tificate of incorporation or these by-laws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equiv­alent to notice.  Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or con­vened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice unless so required by the certificate of incorporation or these by-laws.

Section 6.4     Indemnification of Directors, Officers and Employees.  The Corporation shall indemnify to the full extent authorized by law any person made or threatened to be made a party to any action, suit or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that such person or such person's testator or intestate is or was a director, officer or employee of the Corporation or serves or served at the request of the Corporation any other enterprise as a director, officer or employee.  For purposes of this by-law, the term “Corporation” shall include any predecessor of the Corporation and any constituent corporation (including any constituent of a constituent) absorbed by the Corporation in a consolidation or merger; the term "other enterprise" shall include any corporation, partnership, joint venture, trust or employee benefit plan; service "at the request of the Corporation" shall include service as a director, officer or employee of the Corporation which imposes duties on, or involves ser­vices by, such director, officer or employee with respect to an employee benefit plan, its participants or beneficiaries; any excise taxes assessed on a person with respect to an employee benefit plan shall be deemed to be indemnifiable expenses; and action by a person with respect to an employee benefit plan which such person reasonably believes to be in the interest of the participants and beneficiaries of such plan shall be deemed to be action not opposed to the best interests of the Corporation.

Section 6.5     Interested Directors; Quorum.  No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or trans­action, or solely because his or her or their votes are counted for such purpose, if: (1) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board, a committee thereof or the stockholders.  Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee which authorizes the contract or transaction.

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Section 6.6     Form of Records.  Any records main­tained by the Corporation in the regular course of its busi­ness, including its stock ledger, books of account and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs or any other information storage device, provided that the records so kept  can be converted into clearly legible form within a reasonable time.  The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

Section 6.7     Amendment of By-Laws.  These by-laws may be amended or repealed, and new by-laws adopted, by the Board of Directors, but the stockholders entitled to vote may adopt additional by-laws and may amend or repeal any by-law whether or not adopted by them.

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EX-5.1

Exhibit 5.1

GRACIN & MARLOW, LLP.

The Chrysler Building

405 Lexington Avenue, 26th Floor

New York, New York 10174

Telephone (212) 907-6457

Facsimile: (212) 208-4657

The Board of Directors

Caldera Pharmaceuticals, Inc.

278 DP Road, Suite D

Los Alamos, New Mexico 87544

Re: Registration Statement on Form S-1

Gentlemen:

At your request, we have examined the Registration Statement on Form S-1 (the "Registration Statement") filed by eBullion, Inc., a Delaware corporation (the "Company"), that is intended to register under the Securities Act of 1933, as amended (the "Securities Act"), 500,000 shares of the Company's common stock (the "Shares").

We have examined originals or certified copies of such corporate records of the Company and other certificates and documents of officials of the Company, public officials and others as we have deemed appropriate for purposes of this letter. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all copies submitted to us as conformed and certified or reproduced copies.

Based on the foregoing, we are of the opinion that under Delaware law that 500,000 Shares have been duly authorized and will be legally issued, fully paid and non-assessable when paid for and issued in accordance with the terms of the Registration Statement

We consent to the use of this opinion as an Exhibit to the Registration Statement and to the use of our name in the prospectus constituting a part thereof.

Very truly yours,

/s/ Gracin & Marlow, LLP

Gracin & Marlow, LLP

EX-10.1

Exhibit 10.1

CONTRIBUTION AGREEMENT

THIS CONTRIBUTION AGREEMENT (this "Agreement"), is entered into as of April 3, 2013 (the “Contribution Date”) by and among, eBullion, Inc., a Delaware corporation (“eBullion”), on one hand and the shareholders of Man Long Bullion Company Limited, a company incorporated under the laws of Hong Kong (the “Company”) as set forth on the signature pages attached hereto (collectively, the “Selling Stockholders”), on the other hand.  eBullion and the Company are sometimes referred to herein each individually as a “Party” and, collectively, as the “Parties.”

WHEREAS, the Board of Directors of eBullion and each of the Selling Stockholders of the Company deem it advisable that eBullion and the Company combine in order to advance their long-term business interests;

WHEREAS, the Board of Directors of eBullion and the Selling Stockholders of the Company have each approved this Agreement, in accordance with the General Corporation Law of the State of Delaware and the laws of Hong Kong and the terms and conditions set forth herein, which will result in, among other things, the Company becoming a wholly owned subsidiary of eBullion and the Selling Stockholders of the Company becoming stockholders of eBullion; and

WHEREAS, for federal income tax purposes, it is intended that the transactions contemplated hereby qualify as a tax-free reorganization within the meaning of Section 351 of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I

CONTRIBUTIONS; CLOSING

1.1           The Contributions. On the date hereof and subject to the terms and conditions contained in this Agreement, the Selling Stockholders shall contribute to eBullion all of the outstanding equity of the Company and upon such contribution the Company will become a wholly owned subsidiary of eBullion.

1.2           Consideration.

(a)            The aggregate consideration to be paid or reserved for issuance by eBullion to the Selling Stockholders shall be 50,760,000 fully paid and non-assessable shares of common stock of eBullion, par value $0.0001 per share (the “Parent Common Stock”). On the date hereof, all Company outstanding equity shall, by virtue of this Agreement, be converted automatically into and become the aggregate of 50,760,000 validly issued, fully-paid and non-assessable shares of Parent Common Stock and shall be allocated among the Selling Stockholders as set forth on Schedule  1.2(a)of the Company Disclosure Schedule, with each Selling Stockholder receiving five (5) shares of parent Common Stock for each share of the Company owned by such Selling Stockholder.

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(b)            From and after the date hereof, each Selling Shareholder shall cease to have any rights with respect to the Company’s outstanding equity except as set forth herein or under applicable law. As soon as practicable after the date hereof, eBullion shall furnish one or more certificates representing the prescribed number of shares of Parent Common Stock to the Selling Shareholders of the Company in accordance with the terms hereof.

1.3           No Further Ownership Rights in Company Equity. All shares of Parent Common Stock issued upon the surrender for exchange of Company outstanding equity in accordance with the terms of his Article I shall be deemed to have been issued in full satisfaction of all rights pertaining to such Company equity under this Article I.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE SELLING STOCKHOLDER

Except as set forth in the disclosure schedule provided by the Company to eBullion on the date hereof (the “Selling Stockholder Disclosure Schedule”), the Selling Stockholder represents and warrants to eBullion that the statements contained in this Article II are true, complete and correct as of the date hereof. The Selling Stockholder Disclosure Schedule shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Article II. As used in this Agreement, a “Material Adverse Effect” means any change, event or effect that is materially adverse to the business, assets (including, without limitation, intangible assets), financial condition, results of operations or reasonably foreseeable prospects of the relevant entity.

2.1           Organization and Qualification.

(a)            The Company is a corporation duly organized, validly existing and in good standing under the laws of Hong Kong. The Company is duly qualified or licensed as a foreign company to conduct business, and is in good standing in each jurisdiction as listed in Schedule  2.1(a) of the Selling Stockholder Disclosure Schedule, which is a complete list of all such jurisdictions where the character of the properties and other assets owned, leased or operated by it, or the nature of its activities, makes such qualification or licensing necessary, except where the failure to be so qualified, licensed or in good standing, individually or in the aggregate, has not had and would not be expected to have a Material Adverse Effect on the Company.

(b)            The Company has all requisite corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has delivered to eBullion true, complete and correct copies of its Certificate of Formation and Memorandum and Articles of Association. The Company is not in default under or in violation of any provision of its Certificate of Formation or Memorandum and Articles of Association.

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2.2           Capital Structure.

(a)            All of the Company outstanding equity is held by the Selling Shareholders and is as reflected on Schedule 1.2(a) of the Selling Stockholder Disclosure Schedule.

(b)            Except as described on Schedule 1.2(a) of the Selling Stockholder Disclosure Schedule, as of the date hereof, there are no shares of voting or non-voting capital stock, equity interests, percentage interests or other securities of the Company authorized, issued, reserved for issuance or otherwise outstanding. Schedule 1.2(a) of the Selling Stockholder Disclosure Schedule sets forth a true, complete and correct list of all holders of equity of the Company.

(c)            All outstanding Company equity is duly authorized, validly issued, fully paid and non-assessable, and not subject to, or issued in violation of, any kind of preemptive, subscription or of similar rights, and were or will be issued in compliance in all material respects with all applicable federal and state securities laws. The Selling Stockholders own all of the issued and outstanding shares of capital stock of the Company, free and clear of all liens, claims, rights, charges, encumbrances, and security interests of whatsoever nature or type and upon transfer to the Company such shares will be free and clear of all liens, claims, rights, charges, encumbrances, and security interests of whatsoever nature or type.

(d)            There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into securities having the right to vote) on any matters on which the Company’s shareholders may vote. Except as described in subsection (b) above, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind (contingent or otherwise) to which the Company is a party or bound obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, membership interests, percentage interests or other voting securities of the Company or obligating the Company to issue, grant, extend or enter into any agreement to issue, grant or extend any security, option, warrant, call, right, commitment, agreement, arrangement or undertaking.

(e)            There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock (or options to acquire any such shares), percentage interests or other security or equity interests of the Company or to cause the Company or its Subsidiaries to file a registration statement under the Securities Act of 1933, or which otherwise relate to the registration of any securities of the Company or its Subsidiaries.

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(f)            There are no voting trusts, proxies or other agreements, arrangements, commitments or understandings of any character to which the Selling Stockholders, or to their knowledge, of which the Company, is a party or by which any of them is bound with respect to the issuance, holding, acquisition, voting or disposition of any shares of capital stock, membership interests, percentage interests or other security or equity interests of the Company

2.3           Authority; No Conflict; Required Filings.

(a)            The Selling Shareholders have all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby, have been duly authorized by all action on the part of the Selling Shareholders and no other proceedings are necessary.

(b)            This Agreement has been duly executed and delivered by the Selling Shareholders and constitutes a valid and binding obligation of the Selling Shareholders, enforceable against each of them in accordance with its terms, subject only to: (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally; (ii) general equitable principles (whether considered in a proceeding in equity or at law); (iii) an implied covenant of good faith and fair dealing; and (iv) the extent that any provision relating to indemnity and/or contribution is contrary to law or public policy as interpreted or applied by any court or governmental agency (collectively, the “Equitable Exceptions”).

(c)            The execution and delivery of this Agreement does not, and the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to a loss of a material benefit, or require the consent of any person to, or result in the creation of any liens, claims, security interests, pledges, encumbrances of any kind or nature whatsoever (collectively, “Liens”) in or upon any of the properties or other assets of the Company under any provision of: (i) the Certificate of Formation or Operating Agreement of the Company or; (ii) subject to the governmental filings and other matters referred to in paragraph (d) below, any (A) permit, license, franchise, statute, law, ordinance or regulation or (B) judgment, decree or order, in each case applicable to the Company, or by which any of its properties or assets may be bound or affected; or (iii) any loan or credit agreement, note, bond, mortgage, indenture, contract, agreement, lease or other instrument or obligation to which the Company is a party or by which any of its properties or assets may be bound or affected.

(d)            No consent, approval, order or authorization of, or registration, declaration or filing with, any government, governmental, statutory, regulatory or administrative authority, agency, body or commission or any court, tribunal or judicial body, whether federal, state, local or foreign (each, a “Governmental Authority”) is required by or with respect to the Company in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

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2.4           Compliance with Laws. To the knowledge of the Company it has at all times complied with all material federal, state, local and foreign statutes, laws and regulations, and is not in violation of, and has not received any written claim or notice of violation of, any such statutes, laws and regulations with respect to the conduct of its business or the ownership and operation of its properties and other assets, except for such instances of non-compliance or violation, if any, which could not reasonably be expected to result in a Material Adverse Effect to the Company.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF EBULLION

eBullion, on behalf of itself and its Subsidiaries, represents and warrants to the Company that the statements contained in this Article III are true, complete and correct.

3.1           Organization and Qualification. eBullion is a corporation duly organized, validly existing and in corporate and tax good standing under the laws of the State of Delaware. eBullion is duly qualified or licensed as a foreign corporation to conduct business, and is in corporate and tax good standing, under the laws of each jurisdiction where the character of the properties owned, leased or operated by it, or the nature of its activities, makes such qualification or licensing necessary, except where the failure to be so qualified, licensed or in good standing, individually or in the aggregate, has not had and would not have a Material Adverse Effect on eBullion. eBullion has all requisite corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. eBullion is not in default under or in violation of any provision of its Certificate of Incorporation or Bylaws.

3.2           Capital Structure.

(a)            The authorized capital stock of eBullion consists of (i) 500,000,000 shares of Common Stock, $0.0001 par value per share; and (ii) 50,000,000 shares of preferred stock, $0.0001 par value per share, none of which is outstanding.

(b)            There are no shares of voting or non-voting capital stock, equity interests or other securities of eBullion authorized, issued, reserved for issuance or otherwise outstanding.

(c)            All outstanding shares of eBullion Common Stock to be issued in connection with this Agreement will be, when issued in accordance with the terms hereof, duly authorized, validly issued, fully paid and non-assessable, and not subject to, or issued in violation of, any kind of preemptive, subscription or similar rights.

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(d)            There are no bonds, debentures, notes or other indebtedness of eBullion having the right to vote (or convertible into securities having the right to vote) on any matters on which the eBullion’s shareholders may vote. Except as described in subsection (b) above, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind (contingent or otherwise) to which eBullion is a party or bound obligating eBullion to issue, deliver or sell, or cause to be issued, delivered or sold, membership interests, percentage interests or other voting securities of eBullion or obligating eBullion to issue, grant, extend or enter into any agreement to issue, grant or extend any security, option, warrant, call, right, commitment, agreement, arrangement or undertaking.

(e)            There are no outstanding contractual obligations of eBullion to repurchase, redeem or otherwise acquire any shares of capital stock (or options to acquire any such shares), percentage interests or other security or equity interests of eBullion or to cause eBullion to file a registration statement under the Securities Act of 1933, or which otherwise relate to the registration of any securities of eBullion.

(f)            There are no voting trusts, proxies or other agreements, arrangements, commitments or understandings of any character to which the Selling Stockholders, or to their knowledge, of which the Company, is a party or by which any of them is bound with respect to the issuance, holding, acquisition, voting or disposition of any shares of capital stock, membership interests, percentage interests or other security or equity interests of the Company

3.3           Authority; No Conflict; Required Filings.

(a)            eBullion has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby, have been duly authorized by all corporate action on the part of eBullion and no other corporate proceedings are necessary.

(b)            This Agreement has been duly executed and delivered by eBullion and constitutes a valid and binding obligation of eBullion, enforceable against each of them in accordance with its terms subject only to Equitable Excpetions.

(c)            The execution and delivery of this Agreement do not, the performance by eBullion of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to a loss of a material benefit, or require the consent of any person, or result in the creation of any Liens in or upon any of the properties or other assets of eBullion under any provision of: (i) its Certificate of Incorporation or Bylaws; (ii) subject to the governmental filings and other matters referred to in paragraph (d) below, any (A) permit, license, franchise, statute, law, ordinance or regulation or (B) judgment, decree or order, in each case applicable to eBullion, or by which any of its properties or assets may be bound or affected; or (iii) any loan or credit agreement, note, bond, mortgage, indenture, contract, agreement, lease or other instrument or obligation to which eBullion is a party or by which any of their respective properties or assets may be bound or affected.

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(d)            No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is required by or with respect to eBullion in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

3.4           Compliance with Laws. To the knowledge of eBullion it has at all times complied with all material federal, state, local and foreign statutes, laws and regulations, and is not in violation of, and has not received any written claim or notice of violation of, any such statutes, laws and regulations with respect to the conduct of its business or the ownership and operation of its properties and other assets, except for such instances of non-compliance or violation, if any, which could not reasonably be expected to result in a Material Adverse Effect to eBullion.

ARTICLE IV

ADDITIONAL AGREEMENTS

4.1           Subject to the terms and conditions hereof, the Selling Stockholders and eBullion agree to use their respective reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement

4.2           Reorganization.

(a)            The Selling Shareholders shall not knowingly take any actions that could prevent the transactions contemplated by this Agreement from being treated as a “reorganization” within the meaning of Section 351 of the Code.

(b)            eBullion shall not knowingly take any actions that could prevent the transactions contemplated by this Agreement from being treated as a “reorganization” within the meaning of Section 351 of the Code.

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4.3           Notification of Certain Matters.

Each of the Selling Stockholders and eBullion shall give prompt notice to the other of the occurrence or non-occurrence of: (i) any event the occurrence, or non-occurrence of which could reasonably be expected to result in any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect (or, in the case of any representation or warranty qualified by its terms by materiality, then untrue or inaccurate in any respect) and (ii) any failure of the Selling Stockholders or eBullion, as the case may be, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.1 shall not limit or otherwise affect the remedies available hereunder to the Party receiving such notice.

ARTICLE V

GENERAL PROVISIONS

5.1           Notices. All notices or other communications which are required or permitted hereunder shall be in writing and sufficient if delivered personally or sent by nationally-recognized overnight courier or by registered or certified mail, postage prepaid, return receipt requested, or by electronic mail, with a copy thereof to be delivered by mail (as aforesaid) within 24 hours of such electronic mail, or by telecopier, with confirmation as provided above addressed as follows:

If to eBullion:

eBullion, Inc

8/F, Tower 5, China Hong Kong City

33 Canton Road

Tsim Sha Tsui, Hong Kong

Attention:  Choi Kee Yuen

with a copy to:

Gracin & Marlow, LLP

405 Lexington Avenue, 26th Floor

New York, New York 10174

Attention: Leslie Marlow, Esq.

email: lmarlow@gracinmarlow.com

If to the Company or Stockholders:

Man Loong Bullion

8/F, Tower 5, China Hong Kong City

33 Canton Road,

Tsim Sha Tsui, Hong Kong

Attention:  Choi Kee Yuen

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or to such other address as the party to whom notice is to be given may have furnished to the other party in writing in accordance herewith. All such notices or communications shall be deemed to be received (i) in the case of personal delivery, on the date of such delivery; (ii) in the case of nationally-recognized overnight courier, on the next Business Day after the date when sent; (iii) in the case of facsimile transmission or telecopier or electronic mail, upon confirmed receipt; and (iv) in the case of mailing, on the third Business Day following the date on which the piece of mail containing such communication was posted.

5.2           Interpretation. When a reference is made in this Agreement to Sections, subsections, Schedules or Exhibits, such reference shall be to a Section, subsection, Schedule or Exhibit to this Agreement unless otherwise indicated. The words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.” The word “herein” and similar references mean, except where a specific Section or Article reference is expressly indicated, the entire Agreement rather than any specific Section or Article. The table of contents and the headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

5.3           Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.

5.4           Entire Agreement. This Agreement (including all exhibits and schedules hereto), and other documents and instruments delivered in connection herewith constitute the entire agreement and supersede all prior agreements and undertakings, both written and oral, among the Parties with respect to the subject matter hereof.

5.5           Assignment. This Agreement shall not be assigned by operation of law or otherwise.

5.6           Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement; provided, however, that the provisions of Article I with respect to the Contribution Consideration and board of directors are intended for the benefit of the persons so identified.

5.7           Failure or Indulgence Not Waiver; Remedies Cumulative. No failure or delay on the part of any Party in the exercise of any right hereunder will impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor will any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. All rights and remedies existing under this Agreement are cumulative to, and not exclusive to, and not exclusive of, any rights or remedies otherwise available.

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5.8           Governing Law; Enforcement.

(a)            This Agreement and the rights and duties of the Parties hereunder shall be governed by, and construed in accordance with, the law of the State of Delaware (exclusive of conflict of law principles).

(b)            The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement without an obligation of posting a bond and to enforce specifically the terms and provisions of this Agreement in the state courts in the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity. In addition, each of the Parties: (i) consents to submit itself to the personal jurisdiction of the state courts of the State of Delaware in the event any dispute arises out of this Agreement or any transaction contemplated hereby; (ii) agrees that it will not attempt to deny or defeat personal jurisdiction by motion or other request for leave from any such court; (iii) waives any right to trial by jury with respect to any action related to or arising out of this Agreement or any transaction contemplated hereby; (iv) consents to service of process by delivery pursuant to Section 5.1 hereof; and (v) irrevocably and unconditionally waives (and agrees not to plead or claim) any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in any Delaware State court or any Federal Court of the United States of America sitting in the State of Delaware.

5.9           Counterparts. This Agreement may be executed in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, Parent and the Company have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

EBULLION, INC.
By:	/s/ Choi Kee Yuen
Name:	Choi Kee Yuen
Title:	Chief Executive Officer

MAN LOONG BULLION COMPANY LIMITED
By:	/s/ Choi Kee Yuen
Name:	Choi Kee Yuen
Title:	Director

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COUNTERPART SIGNATURE PAGE

TO

CONTRIBUTION AGREEMENT

The undersigned does hereby agree to be bound by all of the terms and provisions of the Contribution Agreement, including all exhibits and schedules attached thereto, dated April 3, 2013, by and among, eBullion, Inc., a Delaware corporation (“eBullion”) on one hand, and each of the shareholders of Man Loong Bullion Company Limited (each a “Selling Stockholder” and collectively, the “Selling Stockholder”), on the other hand.

Selling Stockholder:

Print Name:

Percentage of Interest

Address for Notice of Purchaser:

Address for Delivery of Shares for Purchaser (if not same as above):

8/F, Tower 5, China Hong Kong City

33 Canton Road

Tsim Sha Tsui, Hong Kong

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COUNTERPART SIGNATURE PAGE

TO

CONTRIBUTION AGREEMENT

The undersigned does hereby agree to be bound by all of the terms and provisions of the Contribution Agreement, including all exhibits and schedules attached thereto, dated April 3, 2013, by and among, eBullion, Inc., a Delaware corporation (“eBullion”) on one hand, and each of the shareholders of Man Loong Bullion Company Limited (each a “Selling Stockholder” and collectively, the “Selling Stockholder”), on the other hand.

Selling Stockholder:

/s/ CHOI KEE YUEN

CHOI KEE YUEN

Hong Kong ID: D068117(3)

Percentage of Interest 50.00%

Address for Notice of Purchaser: G/F-1162 MONG TSENG TSUEN LAU FAU SHAN

YUEN LONG N.T. HONG KONG

Address for Delivery of Shares for Purchaser (if not same as above):

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COUNTERPART SIGNATURE PAGE

TO

CONTRIBUTION AGREEMENT

The undersigned does hereby agree to be bound by all of the terms and provisions of the Contribution Agreement, including all exhibits and schedules attached thereto, dated April 3, 2013, by and among, eBullion, Inc., a Delaware corporation (“eBullion”) on one hand, and each of the shareholders of Man Loong Bullion Company Limited (each a “Selling Stockholder” and collectively, the “Selling Stockholder”), on the other hand.

Selling Stockholder:

/s/ WONG HAK YIM

WONG HAK YIM

Hong Kong ID: D519461(0)

Percentage of Interest 3.70%

Address for Notice of Purchaser: UNIT 603 6/F BLK E, KORNHILL

13-15 HONG SHING STREET, QUARRY BAY HONG KONG

Address for Delivery of Shares for Purchaser (if not same as above):

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COUNTERPART SIGNATURE PAGE

TO

CONTRIBUTION AGREEMENT

The undersigned does hereby agree to be bound by all of the terms and provisions of the Contribution Agreement, including all exhibits and schedules attached thereto, dated April 3, 2013, by and among, eBullion, Inc., a Delaware corporation (“eBullion”) on one hand, and each of the shareholders of Man Loong Bullion Company Limited (each a “Selling Stockholder” and collectively, the “Selling Stockholder”), on the other hand.

Selling Stockholder:

/s/ CHAN LAI KEUNG

CHAN LAI KEUNG

Hong Kong ID: H374437(1)

Percentage of Interest 27.60%

Address for Notice of Purchaser:  FLAT D, 63/F LUNA SKY, THE CULLINAN 1 AUSTIN ROAD WEST,

TSIM SHA TSUI, KOWLOON, HONG KONG

Address for Delivery of Shares for Purchaser (if not same as above):

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COUNTERPART SIGNATURE PAGE

TO

CONTRIBUTION AGREEMENT

The undersigned does hereby agree to be bound by all of the terms and provisions of the Contribution Agreement, including all exhibits and schedules attached thereto, dated April 3, 2013, by and among, eBullion, Inc., a Delaware corporation (“eBullion”) on one hand, and each of the shareholders of Man Loong Bullion Company Limited (each a “Selling Stockholder” and collectively, the “Selling Stockholder”), on the other hand.

Selling Stockholder:

/s/ YIM MAN HAP DENNIS

YIM MAN HAP DENNIS

Hong Kong ID: V020402(1)

Percentage of Interest 11.70%

Address for Notice of Purchaser: G/F-1162 MONG TSENG TSUEN LAU FAU SHAN

YUEN LONG N.T. HONG KONG

Address for Delivery of Shares for Purchaser (if not same as above):

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COUNTERPART SIGNATURE PAGE

TO

CONTRIBUTION AGREEMENT

The undersigned does hereby agree to be bound by all of the terms and provisions of the Contribution Agreement, including all exhibits and schedules attached thereto, dated April 3, 2013, by and among, eBullion, Inc., a Delaware corporation (“eBullion”) on one hand, and each of the shareholders of Man Loong Bullion Company Limited (each a “Selling Stockholder” and collectively, the “Selling Stockholder”), on the other hand.

Selling Stockholder:

/s/ TSE YUEN FAY

TSE YUEN FAY

Hong Kong ID: R427361(2)

Percentage of Interest 7.00%

Address for Notice of Purchaser: FLAT B, 6/F., BLK. 5, KORNHILL GARDEN

QUARRY BAY, HONG KONG

Address for Delivery of Shares for Purchaser (if not same as above):

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Schedule 1.2(a)

Selling Stockholders

Selling Stockholders
Percentage of Interest	Amount of Shares
Choi Kee Yuen	25,380,000
50.00%
Wong Hak Yim	1,878,120
3.70%
Chan Lai Keung	14,009,760
27.60%
Yim Man Hap Dennis	5,938,920
11.70%
Tse Yuen Fay	3,553,200
7.00%

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Schedule 2.1(a)

Jurisdiction of Good Standing

Delaware

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EX-10.2

Exhibit 10.2

OFFICE TENANCY

THIS AGREEMENT is dated   2012

BETWEEN the parties described as the Landlord and the Tenant respectively in Part I of the First Schedule

WHEREBY IT IS AGREED as follows :

SECTION I

INTERPRETATION AND AGREEMENT

1.1          Interpretation

In this Agreement the expressions set out in the Schedules hereto shall where the context so admits have the meanings respectively ascribed to them therein.

1.2          Joint and several liability

In this Agreement where the context so permits or requires words importing the singular number include the plural number and vice versa and words importing a gender include all other genders and where there are two or more persons included in the expression "the Tenant" covenants expressed to be made by the Tenant shall be deemed to be made by such persons jointly and severally.

1.3          Headings and index

The headings and covering pages are intended for guidance only and do not form part of this Agreement nor shall any of the provisions of this Agreement be construed or interpreted by reference thereto or in any way affected or limited thereby.

2             Premises Term and Rent

The Landlord shall let and the Tenant shall take, in the state and condition as it is, ALL THAT the premises more particularly described and set out in Part II of the First Schedule ("Premises") TOGETHER with the use in common with the Landlord and all others having the like right of the entrances, staircases, landings, lavatories, corridors and passages in the Building as defined in Part II of the First Schedule insofar as the same are necessary for the proper use and enjoyment of the Premises AND TOGETHER with the use in common with others having the like right of the lifts escalators and central air-conditioning service serving the Premises whenever the same shall be operating for the term set out in Part III of the First Schedule ("Term") YIELDING AND PAYING therefor throughout the Term such rent, Management Fee and Air-Conditioning Charge (which are unless the context otherwise requires collectively included in the term "Rent") and other charges as are from time to time payable in advance and in accordance with the provisions set out in the Second Schedule.

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SECTION II

DEPOSIT

1             Deposit

1.1         The Tenant shall on the signing hereof deposit with the Landlord the sum or sums specified in Part V of the First Schedule to secure the due observance and performance by the Tenant of the covenants, agreements, stipulations, terms and conditions herein contained and on the part of the Tenant to be observed and performed.

1.2         The deposit shall be retained by the Landlord throughout the Term (SUBJECT to the Landlord's right to forfeit the deposit under clause 1 of Section IX hereof) without interest and the Tenant hereby specifically authorises the Landlord (but without prejudice to any other right or remedy) to deduct and apply the deposit in payment of the amount of any rent, rates, Government rent, Management Fee and Air-Conditioning Charge and other charges payable hereunder by the Tenant and any costs expenses loss or damage sustained by the Landlord as the result of any non-observance or non-performance by the Tenant of any of the covenants, agreements, stipulations, obligations or conditions.

1.3         In the event of any deduction being made by the Landlord from the deposit the Tenant shall, as a condition precedent to the continuation of the tenancy, forthwith on demand by the Landlord make a further deposit (to be held by the Landlord in manner as aforesaid) equal to the amount so deducted and failure by the Tenant so to do shall entitle the Landlord at its option either (i) to determine this Agreement and forthwith to re-enter upon the Premises in which event the deposit shall be forfeited to the Landlord; or (ii) to apply any rental payment made by the Tenant towards payment of the further deposit in which case the Tenant shall pay any shortfall of the rent forthwith after the application, failure which, such shortfall shall be rent in arrears and the Landlord shall be entitled to exercise all its rights and remedies against such arrears as provided in this Agreement or otherwise.

2             Refund of deposit

Subject as aforesaid the deposit shall be refunded to the Tenant by the Landlord without interest within forty five (45) days after the expiration or sooner determination of this Agreement and delivery of vacant possession to the Landlord to the Landlord or after settlement of the last outstanding claim by the Landlord against the Tenant for any arrears of rent, rates, Government rent, Management Fee and Air-Conditioning Charge and other charges and for any breach non-observance or non-performance of any of the covenants agreements stipulations terms and conditions herein contained and on the part of the Tenant to be observed or performed whichever is the later.

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3             Increase in deposit

If there shall for whatever reason be any increase in the rent and/or Management Fee and Air-Conditioning Charge and/or rates and Government rent during the Term, the Tenant shall upon such increase becoming applicable pay to the Landlord as a condition precedent to the continuation of the tenancy by way of increase in the said deposit a sum proportional to the said increase to restore the ratio of deposit to the rent and Management Fee and Air-Conditioning Charge and rates and Government rent to that previously subsisting.

4             Transfer of deposit

In the event that the Premises and/or this Agreement shall be assigned by the Landlord to any person(s), the Landlord shall be entitled as incidental to such assignment to transfer directly the deposit or the balance thereof to the assignee, after making any deduction in manner aforesaid (whether with or without the consent of the Tenant) PROVIDED that the assignee shall undertake to refund such deposit or balance thereof to the Tenant in accordance with the provisions hereof, whereupon the Landlord shall be released from any and all further obligations to the Tenant in respect of the said deposit, and the Tenant shall thereafter have no claim whatsoever against the Landlord in respect thereof. The Tenant shall if required by the Landlord (but not at the cost of the Tenant) enter into, sign, and execute such agreements, deeds or documents in such form and substance to the satisfaction of the Landlord, to release the Landlord from its obligation in respect of the refund of the deposit or balance thereof. In the event of there being a bank guarantee the Tenant will upon request provide a substitute guarantee in favour of the assignee in exchange for that provided to the Landlord.

SECTION III

TENANT'S OBLIGATIONS

The Tenant hereby agrees with the Landlord as follows:-

1.            Rent and Management Fee, etc.

1.1         To pay the rent as set out in Part I of the Second Schedule in advance in respect of the Premises and clear of all deductions on the first day of each calendar month, the first and last of such payments to be apportioned according to the number of days in the month included in the Term.

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1.2          To pay and discharge at the same time and in the same manner as the rent is payable the Management Fee and Air-Conditioning Charge and any other service and maintenance charges payable by the owner or occupier of the Premises or (as the case may be) the Landlord including (without limitation) such charges as may be demanded from time to time by the Building Manager or Management Committee or similar Management Body for the time being of the Building (if any) and/or those charges payable in respect of the Premises pursuant to or by virtue of the Deed of Mutual Covenant and Management Agreement relating to the Building and/or the Premises, and subject to revision in accordance with Clause 1.5 of Section III, the Management Fee and Air-Conditioning Charge payable at the Commencement of the Term is set out in Part I I of the Second Schedule.

1.3          If the day on which the rent, the Management Fee and Air-Conditioning Charge or additional outgoings or other payments fall due under this Agreement is a public holiday, the relevant payment of rent, Management Fee and Air-Conditioning Charge or additional outgoings or otherwise shall be due and payable on the preceding business day. For the avoidance of doubt, "business day" means a day on which banks are ordinarily open for business in Hong Kong Special Administrative Region.

1.4          If payment is made by the Tenant by cheque, such cheque must be good for payment and reach the office of the Landlord before 3:30 p.m. in the afternoon if such payment is made on any weekday except Saturday, and before 11:30 a.m. if such payment is made on a Saturday, failing which the payment shall be deemed to have been paid by the Tenant on the following business day, and the Tenant shall be deemed to have defaulted in making due payment.

1.5          If at any time and from time to time during the Term the operating cost relative to the supply of the air-conditioning and/or the costs and expenses for the provision of management services to the Building and/or the Premises shall have risen over the costs prevailing at the commencement of the Term the Landlord shall be entitled to serve one (1) month's notice in writing upon the Tenant to increase the charges or any of them by appropriate amount(s) and the Landlord's or the Building Manager's assessments of the appropriate increase shall be conclusive and binding on the Tenant and thereafter such increased charges shall prevail Provided that if lesser or retrospective notice is given by the Building Manager to the Landlord, the Landlord shall pass on such notice to the Tenant which notice will be binding on the Tenant including the retrospective increase of air-conditioning charge and/or management fee and/or other charge that/those is/are stated in such notice.

1.6          If the Tenant should require air-conditioning outside the normal air-conditioning supply hours set out in the Fifth Schedule, subject to the Tenant's giving to the Landlord not less than 24 hours prior notice in writing, additional air-conditioning will normally be provided on condition that the additional air-conditioning shall be applied in units of one hour and at least two hours on each occasion at such rate as may be charged by the Landlord from time to time.

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1.7          If the Management Fee and Air-conditioning Charge shall be in arrears for more than fifteen (15) days, without prejudice to any right of action or any remedy of the Landlord for the recovery thereof from the Tenant, the Landlord shall be thereafter at its discretion entitled to suspend or discontinue the provision of any management or air-conditioning supply services to the Premises including any cleaning service until such default or breach has been rectified and the Landlord shall not incur any liability to the Tenant for any loss or damage suffered by the Tenant as a result thereof.

2             Rates and Government Rent

2.1          To pay and discharge punctually during the Term all rates, Government rent, taxes, assessments, duties, charges, impositions and outgoings of an annual or recurring nature whatsoever now or hereafter to be assessed imposed or charged on the Premises or upon the owner or occupier in respect of the Premises or any part thereof by the Government of Hong Kong Special Administrative Region or other lawful authority (Property Tax alone excepted) on the 1s` day of the months of January, April, July and October.

2.2         Without prejudice to the generality of clause 2.1, the Tenant shall pay to the Landlord all rates and Government rent imposed on the Premises by the Government and as and when demanded by the Landlord, who shall settle the same with the Government of Hong Kong Special Administrative Region.

2.3         In the event of the Premises not yet having been assessed to rates and/or the Government rent, the Tenant shall pay to the Landlord a sum (which shall be computed on the basis of the prevailing percentages of the rateable value of the Premises for rates and/or the Government rent for the corresponding quarter) as shall be required by the Landlord as a deposit by way of security for the due payment of rates and/or Government rent subject to adjustment on actual rates and/or the Government rent assessment being received by the Landlord from the Government of Hong Kong Special Administrative Region.

3             Water & electricity charges

To pay and discharge punctually during the Term all charges (including all deposits) in respect of water, electric light, power and telephones as may be shown by the separate meter or meters installed upon the Premises or by accounts rendered to the Tenant.

4             User

To use the Premises only for the purposes set out in Part IV of the First Schedule hereto and for no other purpose whatsoever.

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5             Entry by Landlord

5.1         To permit the Landlord and its agents with or without workmen and all persons authorised by it and with or without appliances at all reasonable times upon prior notice to enter upon the Premises and if necessary, to remain at the Premises :

(a)           to take inventories of fixtures and fittings therein and to carry out any maintenance works or repairs to the Landlord's installations inside the Premises which are in the opinion of the Landlord necessary and proper to be done;

(b)           to examine the state and condition thereof and of the fixtures and fittings therein, including but not limited to the central air-conditioning unit;

(c)           to execute any works of renewal cleaning alteration or repair to any adjacent or neighbouring premises or to the Building without any claim for damages or indemnity against the Landlord; and

(d)           to do such work as may be deemed necessary to preserve the exterior walls or any part of the structure of the Building from injury or damage from any excavation or other building works as may be made or authorised in the vicinity of the Building

and the Tenant shall deposit with the Landlord a key or key(s) to the Premises to enable the Landlord to enter into the Premises in the event of emergency, and unless key(s) are so deposited with the Landlord, in the event of emergency the Landlord or its agents may without notice enter upon the Premises forcibly, and the Tenant shall at its own expense reinstate the entrance door to the Premises to its original state and condition without any claim for damages or indemnity against the Landlord.

5.2         To permit the Landlord and all persons authorised by it at all reasonable times to show the Premises to prospective tenants during the last six months of the Term or to prospective purchasers at any time during the Term.

6             Repairs

Upon receipt of notice from the Landlord to forthwith make good all defects and wants of repair for which the Tenant is responsible hereunder and if the Tenant should not within seven (7) days after the service of such notice proceed diligently with the making good of all defects and the carrying out of such repair then to permit the Landlord to enter upon the Premises and to make good the said defects and carry out such repair. The costs thereof shall be paid by the Tenant and be a debt due from the Tenant to the Landlord and be forthwith recoverable by action.

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7             Close windows

To keep all windows and doors of the Premises closed and to permit the Landlord or its servants and agents and others from time to time during the Term to enter upon the Premises for the purpose of closing any doors or windows.

8             Notify Landlord of damage

To notify the Landlord or its agent of any accidents to or defects in the water pipes electrical wires or fittings fixtures or other facilities provided by the Landlord within the Premises whether or not the Tenant is liable hereunder for the repair of the same forthwith upon the Tenant's becoming aware (whether actually or constructively) of the same arising.

9             Interior fitting out

9.1          To fit out the interior of the Premises at the Tenant's expense in accordance with the requirements and provisions set out in the Third Schedule.

9.2           Fitting out works in the Premises to be carried out by the Tenant shall be carried out in accordance with plans drawings and specifications as that have been first submitted under clause 10 below and have been approved in writing by the Landlord. Such works shall be carried out in a good and proper workmanlike fashion with good quality materials and with all necessary Government licences permits authorities permissions and consents.

9.3          Upon completion of the fitting out work to the satisfaction of the Landlord, the Tenant shall throughout the Term maintain the Premises in good repair and condition to the satisfaction of the Landlord. The Tenant will not cause or permit to be made any alteration variation or addition to the approved interior design or layout of the Premises and may not commence any further fitting out works upon the Premises without the prior written consent of the Landlord. Any fitting out of the Premises adjoining a common area shall be of a style nature and standard as may be required by the Landlord and the work shall be carried out at the cost of the Tenant. In carrying out any approved work the Tenant shall obey and cause his servants agents contractors and workmen to obey and comply with all instructions and directions prescribed by the Landlord, the Landlord's agent, or the Building Manager of the Building.

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9.4           (a)          To employ at the Tenant's expense only such contractors as are nominated by the Landlord from time to time for the purpose of designing and carrying out and installing all the necessary building services and builders' work as hereinafter defined in the Premises in manner as prescribed by the Landlord or its nominated contractors and in particular to observe and comply with the conditions and requirements as stated in the Tenant's Fitting-Out Guide. The Tenant shall employ at the Tenant's expenses the nominated contractors to examine the building services at least once a year or at such intervals as directed by the Landlord or the Building Manager and shall provide all relevant certificates and reports rendered by the nominated contractors to the Landlord or the Building Manager as soon as the building services are installed, renewed or examined. The expression "building services" means all mechanical and electrical engineering work and arrangements relating to the Premises including but not confined to electrical, plumbing, building automation, fire fighting installations, fuel gas system, ventilation system and hazardous gas/materials detectors. The expression "builders' work" shall mean all renovation works not specified under "building services" including but not confined to light tracks, light troughs and graphics panels.

(b)          To take at its own expenses adequate and proper measures to avoid or prevent or minimize the risk of any loss or damage to property or injury or death to person in respect of all tools, equipments, installations and fittings for operation of its business in the Premises ("Preventive Measures"), including but not limited to provision or installation of hazardous gas/materials detectors, ventilation system, fire fighting system and skid proof installations and equipments and such other measures as the Landlord or the Building Manager may in its absolute discretion think necessary for the avoidance, prevention or minimization as aforesaid.

(c)          To permit and accompany the Landlord, its agents or the Building Manager at all reasonable times to enter the Premises and view the state and condition of the building services and the Preventive Measures Provided that the Landlord, its agents or the Building Manager shall not by virtue of exercise of its right provided under this sub-clause incur any liability whatsoever over the building services or the Preventive Measures and shall not be liable for any defect or irregularity thereof which shall be the sole responsibility of the Tenant.

9.5          To pay a vetting charge to the Building Manager for its checking of the fitting out plans and inspection of the fitting-out works, and pay the sum demanded by the Building Manager as a refundable deposit as security for any damage to the Building caused as a result of the Tenant's works and the removal of any debris.

10           Submission of information

10.1        The Tenant shall furnish to the Landlord full details of all specifications, prints, copies and drawings information or materials as and when required by the Landlord and shall cause the same to be delivered to the Landlord's office.

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10.2      The Tenant shall provide the Landlord with the following:-

(a)           Three sets of elevations to describe the space with all electric outlets.

(b)          Three copies of the reflected ceiling plan with a schedule indicating the voltage, type, wattage, quantity and location of outlets for all light fittings and air-conditioning.

(c)           Three copies of the floor plan with partitions.

(d)          Three copies of the office layout prints of all case work including the location of all sockets, switches, fuse box, telephone points, size, weight and location of the safe, if any.

10.3       Prior to the commencement of any works, the Tenant shall furnish the Landlord with the following information:-

(a)         The names and address(es) of the appointed designer/agent for the Premises, the general contractor(s) to be engaged in the construction of the Tenant's work and the Tenant's authorised agent/representative.

(b)          The proposed commencement date of the interior decoration works and the estimated date of completion thereof, and the projected date of opening of the Premises for business.

(c)          Office layout drawings in triplicate for the Landlord's written approval.

10.4       The Tenant declares and agrees that the Landlord may use the specifications, prints, copies and drawings, information or materials or any of them furnished to it by the Tenant hereunder for any acts, matters or things relating to or in connection with the reinstatement, alteration, addition, decoration, repair or maintenance of the Premises or any part thereof or any fixtures, fittings or installation therein and may provide the same for use by any subsequent user(s) or occupier(s) of the Premises or any other person(s) for any of the purposes as aforesaid. The Tenant shall have no claim for any infringement of copyright or any other intellectual property rights or any other rights whatsoever for such use by the Landlord or subsequent user(s) or occupier(s) or such other person(s).

11           Inspection by Landlord

To permit the inspection of all Tenant's work by the Landlord, the Landlord's Architect and Landlord's General Contractor from time to time during the period in which Tenant's work aforesaid is being performed.

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12           Reimbursement to Landlord

The Landlord shall have the right to perform on behalf of and for the account of the Tenant, subject to reimbursement by the Tenant, any of the Tenant's work which the Landlord determines shall be so performed. Such work shall be limited to work which the Landlord deems necessary to be done on an emergency basis, work caused by the Tenant's fault, and work which pertains to structural components, the general utility systems for the Building and the erection of temporary safety barricades and temporary signs during construction.

13          Good repair of interior

To keep all the interior of the Premises, the flooring and interior plaster or other finishing material or rendering to walls floors and ceilings, and the Landlord's fixtures and additions including the central air-conditioning unit, doors, window, fan coil units, air ductings, electrical installation wiring piping and fittings for light, power and water in good clean, tenantable and proper repair and condition and properly preserved and painted as may be appropriate when from time to time required and to so maintain the same throughout the Term at the expense of the Tenant and deliver up the same to the Landlord at the expiration or sooner determination of the Term in such repair and the like condition (fair wear and tear excepted) PROVIDED that the Tenant shall reimburse to the Landlord the cost of repairing or replacing any air-conditioning units or other part of the air-conditioning apparatus or installation within the Premises which is damaged or rendered defective due to the act or neglect of the Tenant.

14           Fire fighting and security system

To ensure at all times that all fire alarms, fire fighting equipment, roller shutters and other equipment for security purposes provided by the Landlord are not disrupted, interrupted, damaged or caused to be defective through the act, default or neglect of the Tenant, his servants, agents, licensees or customers. The Tenant may not under any circumstances cover up any hose-reel, break-glass unit or alarm bell.

15           Electrical testing

To test all circuits for shorts and earthing and to balance loads on all panels.

16           Passage of wires pipes cables etc

The Tenant agrees that permanent utility lines may pass through the ceiling cavity of the Premises to service other premises and areas in the Building.

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17           Emergency lighting

To provide battery operated type emergency lighting and exit signs in locations within the Premises as required by any codes and regulations, and as deemed necessary by the Landlord.

18           Earthing

To provide earthing within the Premises as required by any codes and regulations from time to time in force.

19           Directions, orders of lire Services Department

To observe and comply with all directions and orders of the Fire Services Department and if such directions and orders shall require the taking of any fire precautions or installation of any fire fighting equipment at, in, on or upon the Premises (whether additional to or in replacement of that installed by the Landlord) the Tenant shall forthwith at its own expense procure and implement, install and/or replace the same.

20           Statutes, codes & ordinances

To comply with all applicable statutes, codes, ordinances and other regulations for all work performed by or on behalf of the Tenant within the Premises and the Landlord's or the Landlord's agent's approval of plans, specifications, calculations or otherwise of the Tenant's work shall not constitute any implication, representation or certification by the Landlord that the works are in compliance with the said statutes, codes, ordinances, and other regulations.

21           Rules and regulations made by the Building Manager

To observe faithfully and comply strictly with the Building rules and regulations as set out in the Fourth Schedule hereto and such other rules and regulations as the Landlord or the Landlord's agents or the Building Manager of the Building may from time to time prescribe for the proper management and maintenance of the Premises and the Building. Notice of any additional rules or regulations shall be given in such manner as the Landlord or the Building Manager may elect. Such rules and regulations shall be binding upon the Tenant and shall have the same force and effect as if set out in the body of this Agreement.

22           First class office premises

To fit out, use, manage and otherwise maintain the Premises so as not to prejudice the goodwill and reputation of the Building as first class office premises.

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23           Protection from typhoon

To take all reasonable precautions to protect the interior of the Premises against damage by storm or typhoon or the like threats and in particular to ensure any exterior doors and windows are securely fastened upon the threat of such adverse weather conditions.

24           Third party insurance

To effect and maintain throughout the Term insurance cover in respect of the Tenant's obligations under Section V with a reputable insurance company to the satisfaction of the Landlord and to produce to the Landlord, as and when so required by the Landlord, the policy of such insurance together with the receipt for the last payment of premium and a certificate from the relevant insurance company that the policy is fully paid up and in all respects valid and subsisting, in default of which the Landlord shall be entitled (but not obliged) at the Tenant's expense to effect such insurance cover, The policy of such insurance shall be in the name of the Tenant and endorsed to show the interest of the Landlord in the Premises and the Building and shall be in such amount as the Landlord may from time to time stipulate and shall contain a clause to the effect that the insurance cover thereby effected and the terms and conditions thereof shall not be cancelled modified or restricted without the prior written consent of the Landlord.

25           Insurance of Contents

To be wholly responsible for any loss or damage to property within the Premises including without limitation all furniture fixtures fittings goods chattels samples personal effects contents and to effect with a reputable insurance company adequate insurance cover for the same in their full replacement value against all risks including without limitation those risks perils under circumstances for which the Landlord's liability is expressly or impliedly excluded under this Agreement. The Tenant undertakes to produce and make available to the Landlord as and when so required by the Landlord copies of the policy of such insurance together with the receipt for the last payment of premium and a certificate from the relevant insurance company that the policy is fully paid up and in all respects valid and subsisting.

26           Clean and Sanitary State

To keep the Premises including all windows and lights at all times in a clean and sanitary state and condition. No cleaning contractors for the internal cleaning of the Premises shall be employed by the Tenant without the Landlord's or the Building Manager's prior written consent.

27           Cleaning drains, etc.

In the event of the pipes, drains, ducts, sanitary or plumbing apparatus of the Building becoming choked or stopped up owing to the careless or improper use by the Tenant its servants agents licensees invitees the Tenant shall pay to the Landlord the costs incurred in cleaning and clearing the same from obstruction.

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28           Replacement of broken windows

To replace or to reimburse the Landlord for the cost of replacing any broken or damaged windows and/or glass panels and fixtures within and/or encompassing the Premises whether the same be broken or damaged by the negligence of the Tenant or owing to circumstances beyond the control of the Tenant.

29           To make good damage

To take good care of the fixtures fittings including but not limited to the central air-conditioning unit and other articles provided by the Landlord within the Premises and to make good and pay for all damage caused by the Tenant its servants or licensees to any of them. The Tenant may not remove any of them from the Premises and shall deliver up the same to the Landlord at the expiration or sooner determination of the tenancy in good condition.

30           Maintenance of sanitary and water apparatus

To keep the sanitary and water apparatus (if any) used exclusively by the Tenant and his servants agents licensees workmen or visitors in good, clean and tenantable repair and condition (fair wear and tear excepted) to the satisfaction of the Landlord and in accordance with the

Regulations or by-laws of all Public Health and other Government Authorities concerned or to use in common with others the lavatories and washing accommodations and facilities provided by the Landlord in the Building with care and in proper manner and not to permit or suffer the same to be used in any improper manner or whereby the soil or waste pipes may become impeded or blocked and at all times to indemnify the Landlord against liability for damage by the escape of water thereby caused to the properties or effects of the tenants or occupiers of the other part of the Building.

31           Vermin

To take all due precautions to prevent the Premises from becoming infested with insects or vermin. The Tenant shall employ at its own expense such pest extermination contractors as the Landlord may require and at such intervals as the Landlord may direct. Without prejudice to the aforesaid, in the event of the Premises becoming so infested, the Tenant shall pay for the cost of extermination or deinfestation as arranged or approved by the Landlord and the selected exterminators shall be given full access to the Premises for such purpose.

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SECTION IV

RESTRICTIONS AND PROHIBITIONS

1             Breach of Government Lease

Not to do or cause to be done or suffer or permit any act deed matter or thing whatsoever which constitutes a breach of any of the terms and conditions in the Government Lease or Conditions under which the Premises are held or in contravention of any of ordinances regulations by-laws rules notices requirements or restrictions or prohibitions imposed by any appropriate government authority in connection with the Premises or any trade that is now or may hereafter be declared an offensive trade by any government authority.

2             Breach of Deed of Mutual Covenant, etc.

Not to do or cause to be done or suffer or permit any act deed matter or thing whatsoever which shall or may amount to a breach of the covenants terms and provisions of the Deed of Mutual Covenant and Management Agreement (if any) relating to the Building so far as they relate to the occupation and use of the Premises and to indemnify the Landlord against all and any breach non-observance or non-performance thereof.

3             Breach of insurance policy

Not to do or permit or suffer to be done any act deed matter or thing whatsoever whereby the insurance on the Building against loss or damage by fire and/or other insurable perils and/or claims by third parties for the time being in force may be rendered void or voidable or whereby the premium thereon may be increased Provided that if as the result of any act deed matter or thing done permitted or suffered by the Tenant the premium on any such policy of insurance shall be increased the Landlord shall be entitled without prejudice to any other remedy hereunder to recover from the Tenant the amount of any such increase.

4             Subletting and assigning

Not to assign underlet transfer licence share or otherwise part with the possession of the Premises or any part thereof either by way of subletting lending sharing or other means whereby any organization company firm or person or persons not a party to this Agreement obtains the use or possession of the Premises or any part thereof, irrespective of whether any rental or other consideration is given therefor. This tenancy is personal to the Tenant named in this Agreement and without in any way limiting the generality of the foregoing the following acts and events shall, unless previously approved in writing by the Landlord, be deemed to be breaches of this clause:-

4.1          In the case of a tenant which is a partnership, the taking in of one or more new partners whether on the death or retirement of an existing partner or otherwise.

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4.2          In the case of a tenant who is an individual (including a sole surviving partner of a partnership tenant) the death insanity or disability of that individual to the intent that no right to use possess occupy or enjoy the Premises or any part thereof shall vest in the executors administrators personal representatives next of kin trustee or committee of any such individual.

4.3         In the case of a tenant which is a corporation any take-over, reconstruction amalgamation, merger, voluntary liquidation or change in the person or persons who owns or own a majority of its voting shares or who otherwise has or have effective control thereof.

4.4          The giving by the Tenant of a Power of Attorney or similar authority whereby the donee of the Power obtains the right to use possess occupy or enjoy the Premises or any part thereof or does in fact use possess occupy or enjoy the same.

4.5          The change of the Tenant's business name without the previous written consent of the Landlord and in connection with any application for consent under this provision, the Landlord may require the Tenant to produce such evidence as the Landlord may think fit to show that no breach of the provisions of this Clause 4 has taken place or is about to take place.

5              Sale by auction

Not to permit or suffer to be held upon the Premises any sale by auction or sale of a similar nature upon the Premises.

6              Alterations, additions, etc.

6.1           Not to make or permit any alterations or additions (whether or not of a structural nature) to or in the Premises or any part thereof either internally or externally or to any fixtures or fittings or electrical wiring or electrical/mechanical installations or fire-prevention system or air-conditioning system or plumbing and drainage system or building services system or to any item therein nor to pull down, alter or remove any portions of the doors windows partitions or fittings of the Premises without the prior written consent of the Landlord.

6.2           Not to change or in any way to alter the appearance of the standard entrance doors provided by the Landlord for access to and egress from the Premises without having first obtained the written consent of the Landlord therefor.

6.3           Not to install additional locks bolts or additional fittings to the entrance doors of the Premises or in any way to cut or alter the same without having first obtained the written consent of the Landlord therefor.

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6.4           Not to install set up or affix or permit to be installed set up affixed in or upon the Premises or any part thereof in any manner whatsoever any engine machinery or mechanical device or plant or air-conditioning or heating system.

7              Disfigure structures, fixtures, etc.

Not to damage or disfigure any structures fixtures, canopies decorations, installations outside the Premises including central air-conditioning unit, mail chutes, refuse chutes, halls, passages, drainage walls, walls, partitions, ceilings, and to pay on demand to the Landlord the costs and expenses incurred by the Landlord in repairing or making good such damage or cleaning the same.

8              Installation in or damage to common areas

Not to lay, install, affix or attach any wiring, cables or other article or thing whatsoever in or upon any areas or parts of the Building in common use or in any place which is not hereby exclusively let to the Tenant nor to damage injure or deface any part of the fabric or walls or roof of the Building or of the common areas stairs and lifts and other facilities of the Building.

9              Signs

9.1           Not to affix, erect, attach, exhibit, display or permit or suffer so to be done upon any part within or on the exterior or at the show windows (if any) of the Premises or to or through any windows thereof any writing sign decoration signboard notice advertisement placard neon light or other device (whether illuminated or not) which may be visible from outside the Premises except that the name of the Tenant (or any new name of the Tenant as approved by the Landlord under Clause 4 of Section IV) and the nature of the trade or business carried out thereon may be displayed on the Directory Boards provided by the Landlord but only in such form and place and character as shall be first approved by the Landlord, and the costs thereof shall be borne by the Tenant solely.

9.2           The Landlord or its authorised agents shall have the right and at the cost and expense of the Tenant to remove, relocate and to improve the arrangement of any unauthorised writing, sign, decoration signboard notice advertisement placard neon light or device affixed or put up or displayed without the proper approval of the Landlord or its agents.

10            Floor loading capacity

Not to place any load upon any floor of the Premises in excess of the loading capacity for which the floor is designed. The Landlord reserves the right to prescribe the weight and position of all safes and any heavy articles which must be placed so as to distribute the weight. Business machines and mechanical equipment authorised by the Landlord shall be placed and maintained by the Tenant at the Tenant's expense in settings sufficient in the Landlord's judgement to absorb and prevent vibration noise and annoyance to occupiers of the other portions of the Building.

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11           Freight lift carrying capacity

Not to place any heavy machinery goods raw materials or articles in any freight lift in excess of the permitted carrying capacity for which the lift is designed.

12           Passenger lift

Not to use or permit to be used the passenger lifts of the Building for the purpose of carrying any furniture or goods or heavy articles (the Landlord having provided freight lifts for such purpose), and to observe the regulations affecting the use of all lifts as indicated therein or intimated by the Landlord or the Building Manager of the Building or its agents from time to time.

13           Nuisance

Not to do or permit to be done in or upon the Premises or any part thereof anything which may be or become a nuisance or cause annoyance damage or disturbance to the Landlord or to any of the tenants or occupiers of any other portion of the Building or of other property in the neighbourhood or in any way affect the reputation of the Building or be contrary to the laws or regulations of Hong Kong Special Administrative Region.

14           Noise

Not to do or permit or suffer to be done upon the Premises or any part thereof any music noise (including sound produced by broadcasting from television, radio and any apparatus or instrument capable of producing or reproducing music and sound) or other act matter or thing whatsoever which may be or become a nuisance or annoyance, or cause damage or disturbance to the Landlord or the owners tenants lessees or occupiers of any adjoining or neighbouring premises.

15           Combustible or dangerous goods

Not to keep or store or permit to be kept or stored in or upon the Premises any arms, ammunition, gun-powder, salt-petre, kerosene or other explosive or inflammable dangerous or prohibited goods or materials (as defined in the Dangerous Goods Ordinance (Cap.295) or any legislation replacing the same or any orders or regulations made thereunder).

16           Storage of goods

Not to use the Premises or any part thereof for the purposes of the manufacture of goods and merchandise or for the storage of excessive amount of goods or merchandise other than in quantities consistent with the nature and smooth running of the Tenant's business.

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17           Animals

Not to keep any birds or livestock of any description or any noxious goods or articles on the Premises.

18           Illegal or immoral purposes

Not to use or permit or suffer the Premises to be used or any part thereof for the purpose of gambling in contravention to the Gambling Ordinance or for any illegal or immoral purpose.

19           Preparation of food

Not without the prior written consent of the Landlord to prepare or permit or suffer to be prepared any food in the Premises and not to permit or suffer any unusual or objectionable odours to be produced upon or to permeate from the Premises,

20           Sleeping or domestic use

Not without the Landlord's prior permission in writing, permit any person to remain in the Premises overnight. Such permission if given shall only be given in order to enable the Tenant to post watchmen to look after the contents of the Premises, which shall not be used as sleeping quarters or as domestic premises within the meaning of the Landlord and Tenant (Consolidation) Ordinance for the time being in force.

21           Obstructions in common areas

Not to encumber obstruct or permit to be encumbered or obstructed with any boxes, packaging, merchandise, rubbish or other articles or obstructions of any kind or nature at any of the entrances, exits, staircases, landings, passages, lifts, escalators, lobbies or other parts of the Building not included in the Premises. In addition to any other remedies which the Landlord may have hereunder, the Landlord, its servants or agents may without any prior notice to the Tenant remove any such obstruction and dispose of the same as they may think fit without incurring any liability therefor and the Tenant shall on demand pay to the Landlord all costs and expenses incurred in such removal.

22           Movement of heavy machinery

Not to move any safe heavy machinery equipment and freight bulky matter or fixtures in and out of the Building without first obtaining the Landlord's written consent. The Tenant shall keep the Landlord indemnified against all damages sustained by any person or property and for any damages or monies paid out by the Landlord in settlement of any claim or judgements as well as legal costs incurred in connection therewith and all costs incurred in repairing any damage to the Building or its appurtenances resulting from movement of any heavy machinery equipment freight bulky matter or fixtures. Upon the Tenant requiring to move to and from the Premises any such items, the Tenant hereby undertakes at all times to use the service lifts provided by Landlord for such purposes and to notify Landlord and arrange with the Landlord a suitable time for such deliveries or removals to be effected.

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23           No incense to be burnt

Not to burn or permit to be burnt incense in the Premises or in any part of the Building.

24           Fire risk

Not to do or permit any act or thing to be done which is likely to cause any fire risk or other hazard in the Building.

25           No loading in parking area

Not to obstruct or otherwise use nor permit any employee agent or licencee of the Tenant to obstruct or otherwise use these areas of the Building allocated to the parking or movement of or access for vehicles or designated as loading/unloading areas otherwise than in accordance with the regulations from time to time made by the Landlord.

26           Use of building name

Not without the previous written consent of the Landlord to use or permit to be used the name/logo or any part of the name/logo of the Landlord or of the Building or any picture representation or likeness of the whole or any part of such name/logo or of the Building or of the Premises in connection with the business or operations of the Tenant or for any purpose whatsoever other than to indicate the address and place of business of the Tenant.

27           Telephone service

Not without the Landlord's prior written consent to use any telephone service provider other than that designated or approved by the Landlord.

28.          Security service

Not to employ any person or firm to provide security service to the Premises except person or firm nominated by the Landlord or the Building Manager. Such security service shall be obtained at the sole expense of the Tenant

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SECTION V

INDEMNITIES

1             Indemnify Landlord

The Tenant shall indemnify the Landlord against all liabilities, claims, demands, actions, proceedings, damages, losses, costs and expenses arising directly or indirectly from or incidental to the use or occupation of the Premises, the execution of alterations, additions or repairs to the Premises, any non-compliance by the Tenant with its obligations under this Agreement, or any other act, default, neglect or omission by the Tenant, its employees, contractors, servants, agents, licenses, visitors or invitees.

2             Indemnity against loss/damage from interior

Without prejudice to Clause I of Section V, the Tenant shall be wholly responsible for any loss damage or injury caused to any person or property caused directly or indirectly through the want of repair of the interior of the Premises or the defective or damaged condition of any part of interior of the Premises or of any of the fixtures and fittings therein or in any way owing to the spread of fire or smoke or the overflow of water from the Premises or any part thereof.

3             Indemnity against Overflow of Water

To be wholly responsible for any loss or damage caused to any person or property caused by or through or in any way owing to the escape or overflow of water from the Premises and to make good the same by payment or otherwise and to indemnify the Landlord against all costs claims demands actions and legal proceedings whatsoever made upon the Landlord by any person in respect of such loss damage or injury and costs and expenses incidental thereto.

SECTION  VI

LANDLORD'S OBLIGATIONS

The Landlord hereby agrees with the Tenant as follows:-

Quiet enjoyment

To permit the Tenant (duly paying the rent rates Government rent Management Fee and Air-Conditioning Charge and observing and performing the terms and conditions herein contained) to have quiet possession and enjoyment of the Premises during the Term without any interruption by the Landlord or any person or persons lawfully claiming through under or in trust for the Landlord.

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2             Roof and main structure, etc.

To use its best endeavours or arrange for the Building Manager to use its best endeavours to amend and repair such defects in the roof, main electricity supply cables, main drain pipes, main walls and exterior windows frames of the Building and the lifts and the central air-conditioning system as the Landlord shall discover or as the Tenant or other authorised person or Authority shall notify to the Landlord in writing and to maintain the same in a proper state of repair and condition at the cost of the Landlord PROVIDED that the Landlord shall be entitled to be given a reasonable period of time wherein to view any such defects and to amend and repair the same.

3              Lifts, air-conditioning services, etc.

To use its best endeavours or arrange for the Building Manager to use its best endeavours to maintain and keep the lifts, escalators, air-conditioning system and services of the Building in a proper state of repair and condition.

4              Property tax

To pay the Property Tax for the time being payable in respect of the Premises.

5              Maintenance of common parts

To use its best endeavors or arrange for the Building Manager to use its best endeavors to:

5.1           Maintain, light, clean, operate and service all the common parts of the Building;

5.2           Keep the common parts toilets and other parts of the Building for common use clean and in proper condition; and

5.3           Maintain lifts escalators fire and security services equipment air-conditioning plant and other facilities of the Building in proper working order.

6              Directory board

To maintain at the main entrances and in all other places as the Landlord shall deem fit directory boards and to allot space thereon for Tenant's name to be affixed in such uniform lettering or characters as shall be designated by the Landlord.

SECTION VII

EXCLUSIONS OF LIABILITY

1             The Landlord shall not be liable to the Tenant its servants licensees or invitees in respect of any claim loss (including but not limited to loss of profits) damage or injury to person or property sustained by the Tenant or any such other person caused by or through or in any way owing to :-

1.1          Lifts escalators and other services

any defect in or breakdown or suspension of the lifts escalators fire fighting detection system water sprinkler equipment central air-conditioning system or other facilities of the Building or any of them; or

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1.2          Electricity supply

any failure malfunction explosion or suspension of the electricity supply to the Building or the Premises; or

1.3           Fire overflow of water and vermin

fire or the overflow or leakage of water including rain, storm or sea water from anywhere within the Building or the influx of water including rain, storm or sea water into the Building or the Premises or the escape of fumes, smoke, fire or to activity of termites pests rats or other vermin in the Building; or

1.4           Typhoon

in respect of loss or damage caused by through or in anywise owing to any typhoon; or

1.5           Water sprinklers

any use of water sprinkler devices or their coming into operation whether by intentional operation or as a result of mechanical failure or malfunction; or

1.6           Services

the adequacy or otherwise of any of the management services (including security and cleaning) rendered by the Landlord and/or the Building Manager or any contractors providing such services or the failure to render the same or the suspension or interruption thereof for whatever reason;

1.7           Other letting

the letting or leasing of any part of the Building and the Development (except the Premises) to any other party for any purpose whatsoever or any acts, omissions, neglect or default of any other tenants, licensees or occupiers of or of any accident in the Building and the Development;

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nor shall the Rent or Management Fee and Air-Conditioning Charge, or service charge or any part thereof cease to be payable other than in the circumstances set out in Section VIR.

SECTION VIII

ABATEMENT OF RENT

1              Abatement

1.1           If the Premises or the Building or any part thereof shall at any time during the Term be destroyed or damaged or become unfit for occupation not due to any default of the Tenant but owing to fire flooding storm typhoon defective construction white ants earthquake subsidence of the ground or any calamity beyond the control of the Landlord and the policy or policies of insurance effected by the Landlord shall not have been vitiated or payment of policy moneys refused in whole or in part in consequence of any act or default of the Tenant or if at any time during the continuance of this tenancy the Premises shall be condemned as a dangerous structure or a demolition order or a closing order shall become operative in respect of the Premises the rent hereby reserved or a proportionate part thereof according to the extent and duration of the damage sustained shall be suspended until the Premises shall again be rendered fit for occupation and use.

1.2           The Landlord shall be under no obligation to repair or to reinstate the Premises if by reason of the condition of the same or any local Regulations or other circumstances beyond the control of the Landlord it is not practicable or reasonable to do so.

1.3           If the whole or substantially the whole of the Premises are not repaired or reinstated within three months from the occurrence of such event or the order either the Landlord or the Tenant shall have the right thereafter to determine this Agreement by giving one month's notice in writing to the other, whereupon everything herein contained shall determine as from the date of the expiry of such notice but without prejudice to the rights and remedies of either party against the other in respect of any antecedent claim or breach of the agreements stipulations terms and conditions herein contained or of the Landlord in respect of the rent payable hereunder prior to the coming into effect of the cessation of the liability to pay rent.

SECTION IX

DEFAULT

It is hereby further expressly agreed and declared as follows:-

1              Default

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If the Rent or other charges or additional outgoings with interest thereon (if any) hereby reserved or any part thereof shall be in arrears at any time after the due date (whether formally demanded or not) or if there shall be any other breach or non-performance of any of the covenants stipulations conditions or agreements herein contained and on the part of the Tenant to be observed or performed or if the Tenant shall become bankrupt or being a corporation go into liquidation whether compulsory or voluntary (save for the purposes of amalgamation or reconstruction) or if a receiver or a receiver and manager is being appointed against all or any of the asset or business of the Tenant or if any petition shall be filed for the winding up of the Tenant or if the Tenant shall otherwise become insolvent or enter into any arrangement or composition for the benefit of the Tenant's creditor(s) or shall suffer any distress or execution to be levied upon the Premises or otherwise on the Tenant's goods or effects or if the Tenant persistently fails to pay the Rent or any payments hereby stipulated and when due, then and in any such case it shall be lawful for the Landlord or any person duly authorised in that behalf at any time thereafter to re-enter into and upon the Premises or any part thereof in the name of the whole whereupon this Agreement shall absolutely determine and the deposit paid as hereinafter mentioned shall be absolutely forfeited to the Landlord as and for liquidated damages and not as penalty but without prejudice to any right of action by the Landlord in respect of any outstanding breach or non-observance or non-performance by the Tenant of any of the terms of this Agreement and the Landlord shall be entitled to recover from the Tenant all loss and damage it sustains as a direct or indirect result of such early determination.

2              Service of notice

A written notice served by the Landlord on the Tenant or left at the Premises, to the effect that the Landlord thereby exercises the power of re-entry, shall be a full and sufficient exercise of such power without actual entry on the part of the Landlord.

3              Acceptance of rent

The acceptance of any rent by the Landlord hereunder shall not be deemed to operate or be regarded by the Tenant as a waiver by the Landlord of any right to proceed against the Tenant in respect of any breach or non-observance or non-performance by the Tenant of any of the covenants agreements stipulations terms and conditions herein contained and on the part of the Tenant to be observed and performed.

4              Interest

Without prejudice to the right of the Landlord to exercise any other right or remedy (including the right of re-entry) exercisable under the terms of this Agreement, in the event of default in payment of Rent and/or any charges payable hereunder or any part thereof on its due date, the Tenant shall further pay to the Landlord on demand interest on the amount in arrears at the rate of 1.5% per month calculated from the date on which the same became due for payment until the date of payment as liquidated damages and not as penalty.

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5              Act of employees, etc.

For the purpose of these presents any act default neglect or omission on the part of any guest visitor servant contractor employee agent invitee or licensee of the Tenant shall be deemed to be the act default neglect or omission of the Tenant.

6              Distraint

In addition to Rent any amounts falling due under this Agreement may be recovered by distress as rent in arrears. For the purposes of Part III of the Landlord and Tenant (Consolidation) Ordinance (Cap.7) and of these presents, the Rent payable in respect of the Premises and other amounts recoverable by distress as rent in arrears shall be and be deemed to be in arrears if not paid in advance at the times and in the manner hereinbefore provided for payment thereof. All costs and expenses of and incidental to distraint shall be paid by the Tenant on a full indemnity basis and shall be recoverable from it as a debt.

7              Recovery of Landlord's expenses

The Tenant shall pay to the Landlord on an indemnity basis all costs fees charges disbursements and expenses (including without prejudice to the generality of the foregoing those payable to counsels solicitors (on a solicitor-and-own client basis) surveyors architects and bailiffs) incurred by the Landlord in relation or incidental to or in respect of :

(a)           the preparation and service of a notice under Section 58 of the Conveyancing and Property Ordinance (Cap.219), notwithstanding forfeiture is avoided otherwise than by relief granted by the Court; and

(b)           the Tenant's non-observance or non-performance of the terms of this Agreement and/or the Landlord's exercise of its rights and powers under this Agreement, including but not limited to recovery of rent and the Landlord's exercise of its right of re-entry.

SECTION X
GENERAL

1              Yield Up Premises And Handover

1.1           (a)           The Tenant shall yield up the Premises with all keys giving access to all parts of the Premises with all fixtures fittings and additions therein and thereto at the expiration or sooner determination of this Agreement in good clean and tenantable repair and condition in accordance with the stipulations herein contained.

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(b)           Where the Tenant has made any alterations or installed any fixtures or additions to the Premises whether with or without the Landlord's consent, the Landlord may at its discretion require the Tenant to reinstate, remove or do away with such alterations fixtures or additions or any part or portion thereof and thereafter make good and repair in a proper and workmanlike manner any damage to the Premises and the Landlord's fixtures and fittings therein as a result thereof before delivering up the Premises to the Landlord.

(c)           If required by the Landlord, the Tenant shall at its own cost remove or do away with all alterations fixtures or additions to the Premises or any part or portion thereof whether the same were made by the Tenant or not, and make good and repair in a proper and workmanlike manner any damage to the Premises as a result thereof and in case removal of all alterations fixtures or additions is required by the Landlord, deliver the Premises to the Landlord in a bare-shell condition in accordance with the conditions and requirements as set out in the Reinstatement Guide/Guidelines to the satisfaction of the Landlord PROVIDED that the Landlord may waive or vary any of the conditions or requirements in the Reinstatement Guide/Guidelines in writing so that the Tenant is not required to remove or do away with all or part of the fixtures, fittings or additions in or to the Premises as waived or varied as aforesaid upon the expiration or sooner determination of this Agreement.

(d)           Notwithstanding anything to the contrary contained in other provisions of this Agreement, the Tenant agrees and declares that upon yielding up the Premises to the Landlord according to the above provisions, the door at the entrance of the Premises shall be of a fire-rated type and fire-rated damper(s) for air ducts connecting to common corridor shall be installed in the Premises in compliance with the then applicable statutory fire safety requirements irrespective of whether such fire-rated entrance door and/or damper(s) were provided by the Landlord at the commencement of the Term. The Tenant shall, if so requested by the Landlord, produce to the Landlord at the time of yielding up the Premises a certificate and test report from the contractor confirming that the quality of the fire-rated door meets with the statutory requirements.

(e)           Should the Tenant fail to remove any fixtures or additions and reinstate the Premises as required by the Landlord and to provide the fire-rated entrance door and fire-rated dampers as aforesaid, the Landlord shall be entitled at its sole discretion to remove the said fixtures or additions and reinstate the Premises and/or to replace the entrance door by a fire-rated one and/or install the fire-rated dampers at the sole expense of the Tenant and the cost thereof shall be a debt due from the Tenant to the Landlord and be recoverable forthwith by action.

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1.2           Without prejudice to the generality of the foregoing and before yielding up the Premises to the Landlord, the Tenant shall clean with chemicals all fan coil units or similar indoor parts of the air-conditioning units within the Premises and all air-conditioning units serving the Premises which the Tenant shall be required to be delivered to the Landlord upon expiration or sooner determination of this Agreement whether of split-type or window type, whether situated inside or outside the Premises and whether belongs to the Tenant or the Landlord or any other person or corporation. The Tenant shall employ at its own expenses only such contractor as is nominated by the Landlord to carry out the cleaning work and shall produce to the Landlord upon its request the payment receipt of the contractor for the cleaning services.

1.3           The Tenant hereby irrevocably appoints the Landlord as its agent with authority to enter upon the Premises and to deal with at the Tenant's risk and expense any of the Tenant's effects left on or about the Premises for more than five days after the expiry of the Term or its determination (howsoever arising or occasioned) to the intent that the Landlord may without liability to the Tenant dispose of or destroy or otherwise deal with the same as the Landlord shall think fit. In the event that the Landlord is unable to gain access to the Premises, the Tenant expressly confirms that the Landlord as its agent may use any means (including the use of force) to effect entry upon the Premises.

2              No excuse for non-payment of rent

This Agreement and the obligation of the Tenant to pay rent and other sums due hereunder and to perform the Tenant's obligations hereunder shall in no way be affected impaired or excused because the Landlord is unable due to circumstances beyond its control to fulfil any of its obligations under this Agreement or to supply or is delayed in supplying any service expressly or implied to be supplied or is unable to make or is delayed in making any repair additions alterations or decoration or is unable to supply or is delayed in supplying any equipment or fixtures if the Landlord is prevented or delayed from so doing by reason of strike labour shortage of materials or any outside cause whatsoever or by reason of any order or regulation of any department of the Government of Hong Kong Special Administrative Region.

3              Condonation not a waiver

3.1           No condoning, excusing or overlooking by the Landlord of any default, breach or non-observance or non-performance by the Tenant at any time or times of any of the covenants agreements stipulations terms and conditions herein contained shall operate or be regarded by the Tenant as a waiver of the Landlord's rights hereunder in respect of any continuing or subsequent default, breach or non-observance or non- performance or so as to defeat or affect in any way the rights and remedies of the Landlord hereunder in respect of any such continuing or subsequent default or breach and no waiver by the Landlord shall be inferred from or implied by anything done or omitted by the Landlord, unless expressed in writing and signed by the Landlord.

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3.2           Any consent given by the Landlord shall operate as a consent only for the particular matter to which it relates and shall in no way be considered as a waiver or release of any of the provisions hereof nor shall it be construed as dispensing with the necessity of obtaining the specific written consent of the Landlord in the future, unless expressly so provided.

4              Approval of Landlord

The Landlord and its authorised agents shall have absolute discretion in granting or refusing any approval sought by the Tenant hereunder and any approval if granted may be subject to such conditions as the Landlord or its agents think fit. No approval by the Landlord is valid unless it is in writing and is signed and dated by the Landlord or its authorised agent.

5              Re-letting notice

During the six (6) months immediately preceding the determination of the Term the Landlord shall be at liberty to affix and retain without interference upon any external part of the Premises a notice for re-letting the same.

6              Service of notices

6. l           Any notice required to be served hereunder shall be sufficiently served on the Tenant if delivered to it by post or facsimile or email or left addressed to it at the Premises or at its last known address in Hong Kong Special Administrative Region and shall be sufficiently served on the Landlord if sent to it by post or delivered to it at the address given herein or any other address which the Landlord may notify to the Tenant from time to time. A notice sent by post shall be deemed to have been given at the time when in due course of post it would be delivered at the address to which it is sent.

6.2           The Tenant agrees and confirms that the email address set out in Part III of the Second Schedule is provided for the purpose of receiving notices served under this Agreement by email. The Tenant understands and acknowledges that (i) the Landlord may, but is not obliged to and without limiting the kind of notices sent by the Landlord to the Tenant through email, send notices or advices for payment of any rent, other charges and/or additional outgoings with interest thereon (if any) payable hereunder or for other related purposes to the Tenant through the email address provided above or any other email addresses which the Tenant may notify the Landlord in writing from time to time (ii) irrespective of whether any such notice or advice for payment has been sent to the Tenant by the Landlord, payments shall be in arrears if not made on the date and in manner as provided in this Agreement and the Landlord shall not in any way be liable to the Tenant or any other persons for any delay in, omission or failure of delivery of the notice or advice.

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7              Legal costs

Each party shall pay its own solicitor's costs.

8              Stamp duty

The stamp duty upon this Agreement and its counterpart, the Land Registry registration fees (if any), the ratification fee (if any) and all other disbursements in connection with this Agreement and its counterpart shall be borne by the Landlord and the Tenant in equal shares.

9              No premium or fine

The Tenant hereby expressly admits and declares that no premium or fine or other consideration or key money has been paid to the Landlord by the Tenant for the creation of this tenancy.

10            Exclusion of Warranty as to use

Nothing in this Agreement or in any consent granted by the Landlord under this Agreement shall imply or warrant that the Premises may be used for the purpose authorised in this Agreement. In the event that the Government or any competent authority serves notice prohibiting the use of the Premises in the manner permitted hereunder the Tenant shall forthwith comply with the notice failing which the Landlord shall be entitled to terminate this Agreement by one month's notice or such shorter notice as may be required or as the parties may agree. On the expiration of the Landlord's notice, this Agreement shall terminate but without prejudice to either party's claim against the other in respect of any antecedent breach of this Agreement.

11            Entire Agreement

11.1         This Agreement supersedes any and all previous agreements between the parties hereto, and constitutes the entire agreement. Any representations, warranties, statements or agreements, whether orally or in writing, heretofore made relating to any of the matters referred to herein are hereby expressly negated and excluded unless hereafter otherwise agreed or confirmed by the parties in writing.

11.2         In the event of any inconsistency between the terms of this Agreement and the terms of any documents referred to herein (including any Appendices attached hereto), the terms of this Agreement shall prevail.

12            Outstanding obligations

Any outstanding obligations on the part of the Tenant to be observed and performed under the Offer Letter and/or the Agreement for Tenancy Agreement (if any) pursuant to which this Agreement is entered into shall continue to be in force and shall not merge with this Agreement unless the Landlord shall otherwise stipulate.

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13            Sales and Redevelopment

13.1         Notwithstanding any provision to the contrary contained in this Agreement, if at any time during the Term the Landlord shall decide to redevelop, renovate, refurbish or redesign the Building or any part thereof (which decision shall be sufficiently evidenced by a certified true copy of the relevant Board Resolution of the Landlord) or shall sell assign or enter into any agreement for the sale or assignment of the whole or any part of the Building which includes the Premises, the Landlord shall be entitled to give not less than six (6) calendar months' notice in writing to the Tenant to determine this Agreement and at the expiry of such notice everything herein contained shall cease and be void and the Tenant shall immediately deliver up vacant possession of the Premises to the Landlord.

13.2         The Tenant shall not be entitled to claim against the Landlord for any compensation for the loss of goodwill or business, damages or any costs and expenses incurred by the Tenant whatsoever but any such termination shall be without prejudice to the rights and remedies of either party against the other in respect of any antecedent claim or breach of any terms or stipulations herein contained.

13.3         The expression "Landlord" in this clause shall include the Landlord's successors in title and this clause shall enure for the benefit of the Landlord's successors in title.

13.4         It is also agreed and declared notwithstanding any other provision herein and notwithstanding any law to the contrary the Tenant's option right(s) (if any) shall be extinguished and determined upon the service of the said notice of termination whether such rights shall have been exercised by the Tenant or not.

13.5         The Tenant shall not be entitled to any claim against the Landlord for any damages or compensation or any relief against such extinguishment and determination of its option right(s).

14            Confidentiality

14.1         Each party shall take every reasonable precaution to ensure that its agents, officers or employees and in addition, in case of the Tenant, its contractors, solicitors and other professional advisers do not:-

(a)            Disclose any term of this Agreement; or

(b)           Disclose or use any information acquired in connection with this Agreement or acquired in connection with the negotiations leading up to it save when necessary for the performance of that party's obligations under this Agreement or as the other party may first agree in writing.

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14.2         This clause shall not operate so as to prevent a disclosure which is made:-

(a)           To a public authority under compulsion of law;

(b)           To a court of law in Hong Kong Special Administrative Region or elsewhere or otherwise in any legal proceeding;

(c)           To the auditors of, or any lawyer or professional person being under a duty of confidentiality in acting for that party, or when advising a party as to the performance of its obligations under this Agreement, or otherwise in connection with this Agreement.

(d)           To banks and/or financial institutions for the purposes of the Landlord's raising finance and/or refinancing, extending or renewing indebtedness, whether incurred in connection with the Premises, the development in which the Premises are situated or otherwise;

(e)           In connection with the fulfillment of any rules, regulations or other requirements of any stock exchange or any relevant regulatory authority for any purpose whatsoever;

(f)            In connection with any sale, assignment, transfer or other disposal of the Premises, the Building and/or development in which the premises are situated or any part thereof or any interest therein and/or of the shares and/or business of the Landlord, or the discussion or negotiation thereof;

(g)           For the purposes of rental collection and property management and to the Sino group (of which the Landlord is a member) or any of its subsidiary or associated or affiliated companies in or outside of Hong Kong Special Administrative Region (hereinafter called "the data user(s)") whether for direct marketing purposes or cross-marketing activities.

Provided that the data user(s) will take reasonable measures to keep the personal data of the Tenant confidential and ensure the same will only be accessible to the authorized employees of the data user(s) who in the reasonable belief of the data user(s) require the personal data in the discharge of duties toward the data user(s), as well as to its / their holding, affiliated, associated, or subsidiary companies for direct marketing or cross-marketing activities, and to the Government or law enforcement authorities as shall be necessary for the compliance of lawful requests or orders and provided further that if the Tenant wants the Landlord or the data user(s) to stop using the data for direct marketing or cross-marketing activities, the Tenant may notify the Landlord or the data user(s) of the same without any service charge whatsoever.

The Tenant hereby acknowledges that the Tenant has been informed that it is obligatory for the Tenant to supply the data and the consequences for the Tenant if the Tenant fails to supply the data and the Tenant has also been informed of the Tenant's rights to request access to and to request the correction of the data. Such right of access includes the right to obtain a copy of the Tenant's personal data. Any such request should be made in writing to the Landlord.

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15            Withholding of Service or Facility

If, according to the provision(s) of this Agreement, the Tenant is or may be provided with any service or facility by the Landlord and/or the Building Manager, the Landlord and/or the Building Manager may, notwithstanding anything contained in the relevant provision(s) and without prejudice to any other rights and remedies the Landlord and/or the Building Manager may have, withhold any such service or facility without incurring any liability to the Tenant for any loss or damage suffered by the Tenant as a result thereof should there be any breach or non-observance or non-performance of any of the covenants, agreements, stipulations, terms or conditions herein contained by the Tenant.

16            Reservation of rights

The Landlord reserves the right, exercisable at any time or times: -

16.1         To install or erect at the entrances passages passageways doorways corridors landings staircases lobbies or other public parts of the Building, counters, showcases or light boxes and to change the arrangement and/or location of entrances passageways doors doorways corridors landings staircases lobbies lifts escalators toilets or other public parts of the Building or any service or apparatus serving the Building.

16.2          To change the name or description of the Building or any part thereof PROVIDED that in such event, the Landlord shall give to the Tenant and the Postal and other Government Authorities not less than three months' advance notice in writing of any such proposed change.

16.3         To change the user of any part of the Building for any other purposes (including but not limited to restaurant and/or retail purposes), renovate or refurbish the shopping arcade (if any) or office area (if any) or any part or any area of the Building and to change, alter, amend, vary, add to and re-locate the layout of the shopping arcade (if any) or office area (if any) or any part or any area of the Building including but not limited to the external walls, entrance lobbies, staircases, landings, passages, corridors, toilets, lifts and escalators and to carry out works to effect such change of user, renovation, refurbishment, change, alteration, amendment, variation, addition and re-location and the Tenant shall not be entitled to object to the change of user, renovation, refurbishment, change, alteration, amendment, variation, addition, re-location or any works as aforesaid and shall have no right of action or claim for compensation whatsoever in connection with any matters arising from this Clause.

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16.4         To make or cause to be made any structural or non-structural alteration or improvement in or addition to entrances landings staircases driveways passages lobbies or any part of the Building in common use, without incurring any liability to make any payment to the Tenant on any account whatsoever.

16.5         To make, introduce, amend, adopt or abolish regulations as it may consider necessary for the management and maintenance of the Building as a first class commercial Building. Such regulations shall be supplementary to the terms and conditions contained in this Agreement and shall not in any way derogate from such terms and conditions. In the event of conflict between such regulations and the terms and conditions of this Agreement the terms and conditions of this Agreement shall prevail.

16.6         To erect, affix, install, remove, maintain, renew or paint on or to such parts of the exterior of the Building and/or the Premises (including but not limited to the walls and windows) flags, poles, banners, posters, decorations, chimneys, sunshades, sculptures, signs, stickers, signboards and advertisements (illuminated or otherwise) and the Tenant shall not make any objection or requisition to the same and shall have no claim whatsoever for any disturbance or interference of use or enjoyment of the Premises by reason thereof.

17            Novation

Without prejudice to any other rights of Landlord under this Agreement, in the event that during the Term hereunder, the Premises or any part thereof and/or this Tenancy Agreement shall be assigned by the Landlord to any person or persons (the "Assignee"), then the following provisions shall apply:

17.1         The Tenant shall accept and acknowledge the Assignee as the new landlord in respect of the Premises or the relevant part thereof assigned and the Tenant shall thereafter become liable to the Assignee for the observance and performance of all the terms and conditions of this Tenancy Agreement on the part of the Tenant to be observed or performed;

17.2         The Landlord shall be entitled to call upon the Tenant to and the Tenant shall at the direction of the Landlord enter into and execute a Novation Agreement or other agreement or document with the Assignee and the Landlord in such form as may be reasonably required by the Landlord for the purpose of confirming that novation of all the Landlord's rights and obligations to the Assignee, to the intent that all the Landlord's liabilities and obligations under this Agreement, including but without limitation the obligation for the refund of the Deposit hereunder, shall be assumed and taken up by the Assignee in exoneration of the Landlord and all the Tenant's covenants in this Tenancy Agreement shall enure for the benefit of the Assignee;

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17.3         Upon the assignment of the Premises or any part thereof and/or this Tenancy Agreement and upon the execution of the Novation Agreement or such other agreement or document mentioned above, all the Landlord's liabilities and obligations hereunder including, without limitation, its obligation to refund the Deposit hereunder, whether contractual or otherwise, shall absolutely cease and be extinguished and in lieu thereof the Assignee shall take up and assume such liabilities and obligations;

18            Meaning of "Tenant"

The expression "the Tenant" shall (where the context permits) mean and include the party or parties specifically named and shall not include the executors and administrators of any such party or where such party is a corporation any liquidator or receiver thereof.

19            Responsible for acts of servant, etc.

Any act default neglect or omissions of the agents contractors servants customers or visitors of the Tenant shall be deemed to be the act default neglect or omission of the Tenant.

20            Special condition(s)

The parties hereto hereby agree that the terms or conditions or matters set out in the Sixth Schedule and the Seventh Schedule hereto shall apply to this Agreement and shall be incorporated as an integral part of this Agreement.

21            Governing law

This Agreement and the rights and obligations of the parties hereto shall be governed by and construed and interpreted in all respects in accordance with the laws of Hong Kong Special Administrative Region and the Tenant hereby irrevocably submit(s) himself / themselves to the jurisdiction of the courts of Hong Kong Special Administrative Region.

The submission of the Tenant to the jurisdiction of the courts of Hong Kong Special Administrative Region shall not restrict the right of the Landlord to take proceedings against any one or both of them in any other courts having, claiming or accepting jurisdiction over them or any of its/their assets, nor shall the taking of proceedings in any one or more jurisdictions(s) preclude the taking of proceedings in any other jurisdiction whether concurrently or not.

Any action or proceedings against the Landlord maybe. taken in no jurisdiction other than that of the courts of Hong Kong Special Administrative Region.

34

THE FIRST SCHEDULE ABOVE REFERRED TO

PART I

LANDLORD                         WIDE HARVEST INVESTMENT LIMITED(T,x'`            ooo) whose registered office is situate at 12' Floor, Tsim Sha Tsui Centre, Salisbury Road, Tsim Sha Tsui, Kowloon, Hong Kong ("Landlord" which expression shall include its successors and assigns).

TENANT                               MAN LOONG BULLION COMPANY LIMITED ( R& J.R           oR1)whose registered office is situate at Room 1706, 17th Floor, Tai Tung Building, 8 Fleming Road, Wanchai, Hong Kong. ("Tenant")

PART II

Premises                                OFFICE on the 8th FLOOR of TOWER 5 of CHINA HONG KONG CITY ("the Building") at China Ferry Terminal, 33 Canton Road, Kowloon (the said Unit for the purpose of identification only is shown and coloured Pink on the Floor Plan annexed hereto)

PART III

Term                                       For the term of THREE (3) years commencing on the Is` day of December 2012 and expiring on the 30"' day of November 2015 (both days inclusive).

PART IV

User                                       Restricted to use by the Tenant as office premises only and for no other purpose whatsoever.

The Landlord gives no warranty as to the suitability or fitness of the Premises for the said user.

PART V

Deposit                                 The sum of Hong Kong Dollars ONE MILLION FOUR HUNDRED EIGHTY EIGHT THOUSAND THREE HUNDRED AND FOUR ONLY (HK$1,488,304.00) (equivalent to 4 months' rental and 4months' Management Fee and Air-Conditioning Charge and rates and Government rent) payable to the Landlord on or before the signing of this Agreement.

35

THE SECOND SCHEDULE ABOVE REFERRED TO

PART I

PARTICULARS OF RENT

(1)           The rent payable during the Term shall be Hong Kong Dollars TWO HUNDRED NINETY EIGHT THOUSAND NINE HUNDRED AND THREE Only (HK$298,903.00) each calendar month payable in advance on the first day of each calendar month (without any deduction or set-off).

(2)           The rent is exclusive of rates, Government rent, Management Fee and Air-Conditioning Charge and other outgoings.

(3)            Subject to the Tenant's due observance and performance of all the conditions contained in this Agreement, the Tenant shall have the following rent free period(s) :

Thirty-one (3I) days from P` December 2012 to 3IS` December 2012 (both days inclusive)

During any rent free period the Tenant shall continue to pay the Management Fee and Air-Conditioning Charge, rates and Government rent and all other outgoings payable.

PART. II

PARTICULARS OF CHARGES

Management Fee and Air-Conditioning Charge : HK$62,873.00 per calendar month (subject to revision pursuant to Clause 1.5 of Section III).

PART III

Tenant's email address :     Nil

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THE THIRD SCHEDULE ABOVE REFERRED TO

FITTING OUT RE UIREMENTS

The Tenant shall :-

(a)           Provide electrical light fittings and a ceiling of non-combustible material approved by the Landlord save that no combustible material will be permitted above the ceiling. If the Tenant requires any extension or relocation of the sprinkler heads and/or the smoke detectors and other fire services equipment installed by the Landlord, the cost of such work will be paid by the Tenant.

(b)           Provide vertical window blinds, tracks and fittings at the Tenant's expenses.

(c)           Paint and decorate the interior of the Premises to the satisfaction of the Landlord.

(d)           Furnish and install floor fill and floor finishes. PVC tiles shall not be used unless approved by the Landlord.

(e)           With the relevant plan showing all the details including but not limited to the gauge of wire, etc. duly approved in writing in advance by the Landlord, apply for the electricity water meters from the relevant authorities, complete all electrical and mechanical installations (heating, lighting system, ventilation, air-conditioning, sub-main cable, wiring, plumbing, drainage and fire services) for the purpose of providing electrical mechanical and drainage services to and within the Premises PROVIDED that the reinstatement of the ceiling or any part of the common area damaged by or removed during the connecting of electricity to the Premises shall be carried out by the Landlord's nominated contractor at the Tenant's expense.

(f)            Furnish and install or arrange for the installation of telephones as well as other Tenant's requirements within the Premises together with such meters as are necessary to measure the Tenant's consumption thereof and to employ only the contractors nominated or approved by the Landlord for such purposes.

(g)           Furnish, install, support and connect all lighting fixtures, including lamps, switches and wiring, save that in the case of support involving cutting into structure prior written approval of the Landlord will be required and in all instances only the contractor designated by the Landlord shall be used.

(h)           Install such fire extinguishers or other means of fire-fighting equipment inside the Premises as may be required from time to time by all relevant Ordinances and regulations of the Government of Hong Kong Special Administrative Region.

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THE FOURTH SCHEDULE ABOVE REFERRED TO

BUILDING RULES AND REGULATIONS

(a)           Plumbing fixtures shall be used only for the purposes for which they were constructed. Nosweeping rubbish rags or other alien substance shall be deposited therein. All costs formaking good damages resulting from any misuse of the plumbing fixtures shall be borne bythe Tenant.

(b)           Unless with the written consent of the Landlord, no tenant may drill into or in any way defaceany part of the Premises or the Building.

(c)           Unless with the written consent of the Landlord, and such consent will not be usually granted,no flagpoles or aerials shall be erected, and no flags may be flown from windows or elsewherein or upon the Building.

(d)           The loading and unloading of goods shall be carried out in such manner and within such timesas from time to time be designated by the Landlord.

(e)           Canvassing and peddling in the Building are prohibited.

(f)            No tenant shall cause or permit any noise which is or may be a nuisance or annoyance to theoccupants of other portions of the Building.

(g)           No animals or pets may be kept in the Premises or the Building.

(h)           No security organization shall be employed by Tenant without the Landlord's prior consent.

(i)             No film or movies shooting relating to the Building is permitted unless the prior writtenconsent from the Landlord is obtained.

(j)             No person is allowed to sit, loiter or sleep on public passages, staircases or shopfronts.

(k)            Save and except where the Premises are let for the express purpose of a Food or Beverageoutlet or restaurant, the preparation of food in the Premises is expressly prohibited save withthe Landlord's prior permission in writing.

(1)            No person may place or leave any rubbish in the entrances or any of the staircases, corridors, passages or landings of the Building used in common.

(m)           No person may permit or suffer any sale by auction to be held upon the Premises.

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THE FIFTH SCHEDULE ABOVE REFERRED TO

NORMAL AIR-CONDITIONING SUPPLY HOURS

Monday to Friday (both days inclusive) 8:30 a.m. to 7:00 p.m.

Saturday  8:30 a.m. to 2:00 p.m.

For the avoidance of doubt, no normal air-conditioning will be supplied to the Premises on Sundays and public holidays.

The above normal air-conditioning supply hours are subject to revision from time to time by the Landlord or the Building Manager at its sole discretion by giving to the Tenant not less than one month's prior written notice.

THE SIXTH SCHEDULE ABOVE REFERRED TO

SPECIAL CONDITIONS)

To pay to the Landlord such handling charge as the Landlord shall determine in its absolute discretion from time to time during the Term for considering the Tenant's fitting out plans and specifications and inspecting the fitting out works carried out or to be carried out in the Premises.

2.             The Tenant shall pay and discharge any temporary electricity charges and debris removal charges incurred during the fitting out period as demanded by the Building Manager.

3.             The Tenant shall pay a sum, as demanded by the Landlord or the Building Manager of the Building as a fitting out and decoration deposit before commencing to fit out the Premises. Such sum shall be refunded to the Tenant without interest subject to any necessary deductions, upon completion of the decoration works.

4.             From time to time as necessary and upon completion of the fitting out work in the Premises, the Tenant shall at its own expense remove all debris and rubbish resulting from such fitting out work to the location designated by the Landlord or the Building Manager or their authorised agents in an orderly and proper manner.

5              The Tenant shall be responsible for the cost of the installation of sub-main cable to and all other alteration works at the Premises.

39

6.             Detailed plans for internal partitioning and/or decoration works, including but not limited to electrical and mechanical layouts shall be submitted to the Landlord for approval before commencement of any works. The Landlord or his authorized agents shall have the absolute discretion in granting or refusing such approval. The approval to be granted shall be subject to such condition as the Landlord or his authorized agent may think fit. The Landlord may use and provide to any subsequent user(s) or occupier(s) of the Premises or any other person(s) for use of the plans for the purposes of reinstatement, additions, decoration, repair or maintenance of the Premises or any parts thereof.

7.             Before taking possession or the commencement date of the tenancy (whichever is earlier) of the Premises, the Tenant shall pay to the Landlord the following:

		HK$
Rent	: 1st Jan 2013 to 31st Jan 2013		298,903.00
Management fee and air conditioning charge (if any)	: 1st Dec 2012 to 31st Dec 2012		62,873.00
Cleaning Service Charges			N/A
Government Rates	: 1st Dec 2012 to 31st Dec 2012		10,411.96
(Rates Concession per QTR: HK$2,500.00)
Government Rent	:		N/A
Balance of Deposit	:		0.00
Temporary electricity charge (non-refundable)	:		0.00
Vetting Charge (non-refundable)	:		10,000.00
The debris removal cost	:		N/A
(non-refundable)
Fitting out deposit (refundable) subject to Clause 9.5 of	:		10,000.00
SECTION III of this Agreement
Tenancy Preparation and			N/A
Administration Cost
Stamp Duty			N/A
	Total:		322.187.96

8.             Subject to the Tenant's due execution of this Agreement and payment of all sums required, vacant possession of the Premises in a "bare shell" condition shall be delivered to the Tenant.

9.             Vacant Possession

(i) The Tenant is fully aware of the fact that the Premises is at present let to an existingTenant.

(ii) The Tenant agrees that if the Landlord shall for whatever reason fail to obtain vacantpossession of the Premises on or before 30th November 2012, the date of commencement of the said term and for the delivery of vacant possession of the Premises by the Landlord to the Tenant shall be postponed.

(iii) In such an event, the Tenant will not be compensated in anyway by the Landlord savethat the Tenant's obligations to pay rent and to perform and observe the other terms and conditions of this Agreement (save and except the payment of deposit) shall not arise until vacant possession of the Premises is delivered to the Tenant.

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THE SEVENTH SCHEDULE ABOVE REFERRED TO

l                Landlord shall install wall-to-wall new carpet at Landlord's standard in one-off basis after the lease commencement date.

2               Landlord shall install ceiling tiles and ceiling grids at Landlord's standard in one-off basis after the lease commencement date.

3               Landlord shall supply and deliver recessed light fixture (material only) at Landlord' standard in one-off basis.

4               Landlord shall supply and deliver fluorescent tube (material only) at Landlord's standard in one-off basis.

5               Landlord shall provide and install a double-leaf fire-rated glass door and two wooden fire-rated Door.

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    AS WITNESS the hands of the parties hereto the day and year first above written.

SIGNED by

for and on behalf of Sino Real Estate

Agency Limited as agent for the

Landlord for the sole purpose of

execution of this Agreement whose

signature is verified by :-

SIGNED by
for and on behalf of the Tenant in the	)
presence of :-	)
RECEIVED the day and year first above	)
written of and from the Tenant the sum of	)
HONG KONG DOLLARS ONE MILLION FOUR	)
HUNDRED EIGHTY EIGHT THOUSAND	)
THREE HUNDRED AND FOUR	)
ONLY being the above mentioned	)
deposit to be paid by the Tenant to the Landlord	) HM1.488.304.00
SIGNATURE VERIFIED BY:-

42

For Identification Purpose Only Floor Plan

8TH FLOOR

TOWER 5 CHINA HONG KONG CITY

43

Dated the  day of  2012

WIDE HARVEST INVESTMENT LIMITED

and

MAN LOONG BULLION COMPANY LIMITED

(                        )

TENANCY AGREEMENT

of

OFFICE ON THE 8TH FLOOR,

TOWER 5 OF CHINA HONG KONG CITY,

CHINA FERRY TERMINAL,

33 CANTON ROAD,

KOWLOON.

WOO, KWAN, LEE & LO

Solicitors & Notaries,

25th Floor, Jardine House,

Central, Hong Kong.

Ref. No. : PI/IS/534000190/ak (engross)

44 

EX-10.3

Exhibit 10.3

SOFTWARE DEVELOPMENT LICENSE AND MAINTENANCE AGREEMENT BETWEEN

TRUE TECHNOLOGY COMPANY LIMITED (“Licensor”)

AND

MAN LOONG BULLION COMPANY LIMITED (“Customer”)

This Agreement, is entered into this 1st day of April, 2013, between Licensor and Customer.

Service Fee: HKD $30,000.00 / MONTHLY

Customer:     Man Loong Bullion Company Limited

Address:     Floor 8, Tower 5, China Hong Kong City, 33 Canton Road, TST, Kowloon, Hong Kong

Telephone:    +852 21553999   Fax: +852 251553993    e-mail:  online@manloong.com

1. AGREEMENT

1.1. In consideration of the mutual covenants contained herein, the parties agree as follows:

2. PURPOSE

2.1. The purpose of this Agreement is to define the terms under which Licensor will provide Customer with a license for certain software developed by Licensor and provide hosting services, as defined below (the “Hosting Services”).

2.2 In partial consideration of the payment of the monthly fee set forth above, Licensor grants to Customer a non-exclusive, limited license to use the software developed by Licensor and currently used by Customer in its business operations set forth on Exhibit A hereto (the “Software”). Customer may use the Software in executable format for its own use, and may translate or modify the licensed programs or incorporate them into other software.  Customer may not, however, transfer or sublicense the Software to any third party, in whole or in part, in any form, whether modified or unmodified. The original and any copies of the Software, made by Customer, including translations, compilations, partial copies, and updates, are the property of Licensor.

2.3 Customer may, from time to time, request that Licensor incorporate certain features, enhancements or modifications into the Software.  Licensor may, in its sole discretion, undertake to incorporate such changes; and notwithstanding anything to the contrary contained herein, the customized version of the Software created at the request of Customer shall be the proprietary property of the Customer.  In addition to the Service Fee, Customer shall pay a fee for the development of any customized Software based upon the number of hours spent developing such customized Software, which fee shall be an hourly rate of US$150.00 per hour and billed at the end of the month.  Licensor shall not license or sublicense the Software, or transfer or convey the Software or any right in the Software to any third party without the prior written consent of Customer.

1

2.4 In addition, in partial consideration of the Service Fee, Licensor shall provide the following Hosting Services:

a) Physical space within Licensor’s service to house a Licensor-owned and supplied computer system and such other equipment as may be required and identified within this Agreement, hereinafter referred to as the “Customer’s Server”.

b) Limited physical access to Customer’s Server;

c) A connection of the Customer’s Server to the Internet using Licensor’s public network connections; and

d) A trading software license for user to execute trades in gold and silver markets through a company trading platform.

A - Servers Hosting and Rental:

-    Rack Rental x 1

-    Server Rental Dell R710 with Intel Xeon E5645 / 24GB RAM / 18TB HDD x 4

-    Server Rental Dell R410 with Intel Xeon E5645 / 24GB RAM / 12TB HDD x 2

-    Firewall Rental Fortinet Fortigate 200B equipped with UTM Services x 2

B - Software / Trading platform Licenses:

-    Servers Operation System Licenses Included

-    Trading Software Licenses Bundle Included unlimited users to access the software in the same server concurrently

C - Network Lease Service:

-    Dedicated Internet Port with 30/30MB 16 Fixed IP Address

-    Dedicated Metro Lease Line with 10/10MB 2 Fixed IP Address

D - Support Services:

-    Regular maintenance support and helpdesk and software update

-    Software enhancement based on customer’s software enhancement requirements

2.5. This Agreement may include additional exhibits for services such as monitoring, managed services, backup service, managed firewall services and operating system maintenance. Such exhibits, once executed, shall become a part of this Agreement and incorporated herein.

2.6. Licensor represents and warrants to Customer that: (i) Licensor has all right, title and interest in and to the Software subject to no known adverse claim, lien, encumbrance or license or rights of any nature of any third party, including, but not limited to, ownership, patent, trademark, copyright or trade secrecy claims; and (ii) Licensor has the full and unrestricted right, power and authority to enter into this Agreement, to license the Software to Customer and to consummate the transac­tions contemplated hereby.

2.7. Each party hereto covenants that it will keep confidential any confidential information relating to the Software or to other party's business, finances, marketing and technology to which it obtains access and that it will take all reasonable precautions to protect such confidential information of the other party or any part thereof from any use, disclosure or copying, except to the extent technical information relating to the Software is used, disclosed or copied by Customer for the purpose of: (i) developing or marketing Customer programs incorporating the Software; (ii) obtaining any necessary governmental approvals; or (iii) otherwise performing its rights or obligations as contemplated by this Agreement.  Confidential information of a party shall not include information which: (i) is or becomes available to the public through no fault of the other party; (ii) is disclosed to the other party by a third party who had lawfully obtained such information and without a breach of such third party's confidentiality obligations; or (iii) is developed inde­pendently by the other party.

2

2.8. Customer agrees that the Software is and shall remain the sole property of and proprietary to Licensor.  Nothing in this Agree­ment should diminish or extinguish these rights and no title to or ownership of the Software is trans­ferred to Customer.  Licensor agrees that all modifications, enhancements and alterations made by Licensor at Customer’s request to the Software shall be and remain the sole property of and proprietary to Customer.  Nothing in this Agreement should diminish or extinguish these rights and no rights to such modifications, enhancements and alterations are granted hereby to Licensor. Neither party hereto shall publish or distribute the Software in a manner which would jeopar­dize or preclude protection thereof under the United States copyright laws, or would diminish the trade secret status of the Software.

2.9. Licensor shall indemnify and hold Customer free and harmless against any claim, liability, demand, loss, expense, cost or damage (including attorney’s fees) arising out of any charge of patent, trademark, copyright or trade secret infringement or unfair competition or trade practice resulting from the marketing, licensing or using of the Software by Customer in accordance with the terms and provisions of this Agreement.  At Licensor's option, Licensor may at its expense direct or participate in the defense of any such action or direct that the same be comprised or settled (provided that as a condition to any such compromise or settlement, Customer is granted an unconditional general release from each claimant).

3. EFFECTIVENESS, TERM AND RENEWAL

3.1. This Agreement shall become effective when signed by or on behalf of Licensor. This Agreement shall remain in effect until the services provided herein are terminated, changed or canceled as allowed by the terms and conditions as contained herein.

4. CUSTOMER’S SERVER AND USE RESPONSIBILITIES

4.1. Customer’s Server may provide services to Customer and/or its’ customers, or the general public, for any legal purpose whatsoever, provided that confidentiality of Licensor’s information is maintained.

4.2.           Customer’s Server may deliver, only those network services specifically disclosed and agreed to herein. Customer’s Server shall not be used as a mail relay and Customer shall ensure that such service is shutdown.

4.3. Customer’s Server shall not exceed the agreed to bandwidth limits, or provide services to others which results in use in excess of the agreed to bandwidth, regardless of whether such use is in the ordinary course of business or results from any unauthorized hacking or use of Customer’s Server. Should Customer exceed its allotted bandwidth, for any reason, Customer shall pay for such additional bandwidth, at the rate and terms defined in the current Licensor price list.

4.4. Customer shall not utilize its Server for the delivery of unsolicited email (spamming) or the spreading of viruses.

4.5. Customer is expressly prohibited from, and shall not use the Customer’s Server or Licensor’s network to, violate the security of any computer (or) network, crack passwords or security encryption codes, or transfer or serve any illegal material(s).

4.6. All services provided by Licensor under this Agreement extend to the Customer only, and do not extend to any other person, corporation or entity, regardless of their relationship with Customer and under no circumstances will Licensor be obliged to support third parties.

3

4.7. Customer may resell space on the Customer’s Server as well as its bandwidth to third parties, provided that Customer does NOT:

a) allow third party to access administration or root accounts;

b) use such service to provide dial-in or general Internet TCP/IP Access;

c) provide or divulge login names or passwords, provided to Customer by Licensor, to third parties; and

d) allow any such use which is in violation of this Agreement.

4.8. Customer and all other third parties accessing or using Customer’s Server shall abide by all of the rules, regulations and policies of Licensor, as well as other networks and computer systems accessed via the Customer’s Server, whether operated by Licensor, its suppliers or others. If the Customer is unsure of those policies, it is the Customer’s responsibility to ascertain said policies. Customer agrees to indemnify and hold Licensor harmless from any claims resulting from the Customer’s use of the service that damages either the Customer or another party or parties.

5. CUSTOMER RESPONSIBILITIES FOR EQUIPMENT, APPLICATIONS AND DATA

5.1. The Customer is totally responsible for the ongoing stability and the operation of the Customer’s Server. The Licensor’s staff will maintain the Customer’s Server stability using their best efforts.

5.2. Unless contracted by separate agreement, in writing, under no circumstances shall Licensor assume responsibility for the loss of information on the Customer’s Server. The Customer is responsible for secure backup of all data on Customer’s Server, and is responsible for rebuilding their environment in the event of loss of this information caused by failure of the Customer’s Server, or by any act, by any party, whether accidental or intentional. The Customer has the option of hiring the Licensor for restoration of services at an additional fee. The Customer is responsible for providing the Licensor with a reliable 24-hour contact to notify in the event of failure or downtime for maintenance.

5.3. Customer shall provide Licensor with a list, and replacement value, detailing any and all additional equipment and software that is installed, or to be installed, on Customer’s Server by Licensor.

5.4. Customer shall fully insure additional software and hardware installed on Customer’s Server against all risk of loss, including without limitation, theft, fire, water and earthquake damage. Customer is advised to purchase business interruption insurance to protect against lost revenue from Customer’s Server in case of prolonged disruption of services or catastrophe.

5.5. Licensor will not license the customized software that it licenses to any third parties.

6. PAYMENT AND CHARGES

6.1. The Customer is responsible for any and all fixed and accumulative charges for their account as, defined in the current Licensor price list.

6.2. The account setup fee and first month (30 days) service are charged immediately upon the execution of this Agreement. Once the Customer’s Server is installed and operational, the thirty (30) day period begins. Thereafter, service fees are billed on a monthly basis. The first such invoice may include appropriate charges or credits to prorate the service period to the end of the month. Incidental support or additional fees will be charged as the service is performed.

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6.3. Invoices for Hosting Services are invoiced and payable in advance for the term of the Hosting Services. Hosting Services are subject to suspension for any account thirty (30) or more days past due and become subject to a re-activation fee. Licensor may impose a late charge on invoiced amounts over thirty (30) days outstanding equal to 1.5% per month of the unpaid until the entire balance is paid in full.

6.4. Licensor agrees to notify Customer at least thirty (30) days in advance of any price increase which affects any services provided to Customer under this Agreement.

7. LIMITATION OF LIABILITY

7.1. Licensor exercises no control whatsoever over the content of the information passing through its network.  Licensor will not be responsible for any damage Customer suffers using its Hosting Services. This includes the loss of data resulting from delays, non-deliveries, miss-deliveries, or service interruptions caused by its own negligence, omission or your errors or omissions.  Use of any information obtained via Licensor's network is at your own risk. Licensor specifically denies any responsibility for the accuracy or quality of information obtained through its services.

7.2. Licensor shall not be liable for any lost profits or for any claim or demand against the Customer by any other party based on any expressed, implied or claimed warranties by Licensor not specifically set forth in this Agreement.

7.3. IN NO EVENT SHALL LICENSOR BE LIABLE FOR CONSEQUENTIAL DAMAGES EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.4. No action, regardless of form, arising out of this Agreement or the transactions contemplated herein may be brought by Customer more than one (1) year after the cause of action has occurred.

7.5. Customer shall indemnify, defend and hold harmless Licensor, its directors, employees and agents from any action brought against them by any third-party in connection with this Agreement, or any other Agreement between Customer and a third-party from any claims resulting from the use of the service by Customer or any of its customers or others throughout its chain of distribution, including end-users. Customer shall pay all damages and reasonable attorney’s fees arising as a result of Customer's use or misuse of any rights granted herein.

8. COMPLIANCE WITH LAWS

8.1. Customer shall at all times comply with all applicable laws and regulations of the Hong Kong SAR and all other governmental entities governing, restricting or otherwise pertaining to the use, distribution, exporting or import of data, products, services and/or technical data.

8.2. Licensor's network may only be used for lawful purposes. Transmission of any material in violation of any Hong Kong SAR, or other governmental regulation is prohibited. This includes, but is not limited to, copyrighted material, material legally judged to be threatening or obscene, or material protected by trade secret.

9. TERMINATION

9.1. Licensor shall have the right to immediately suspend or terminate this Agreement during any investigation of Acceptable Use Policy or Agreement violations, misrepresentation of the services offered by Customer’s Server, inappropriate use, use of excessive system or network resources which adversely affects the performance, security or reliability of the Licensor’s network, or nonpayment of service fees.  In the event that Licensor suspends or cancels service, Licensor will make a reasonable effort to notify the emergency contact supplied by the Customer prior to the actual event.

9.2. Licensor shall have the right to suspend or terminate this Agreement for any reason, by providing the Customer with sixty (60) days prior written notice .

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9.3. The Customer must cancel with written notice sent to the address of Licensor in this Agreement. Customer agrees that Licensor has the right to delete all data, files or other information that is stored on the Customer’s Server, on behalf of Customer, if either the Customer or Licensor cancels this account.

10. MISCELLANEOUS PROVISIONS

10.1. This Customer Agreement is being executed by Customer at the address provided for herein, and by Licensor in Hong Kong SAR.

10.2. If any sentence, paragraph, clause or combination of the same in this Agreement is held by a court or other governmental body of competent jurisdiction to be unenforceable, invalid or illegal in any jurisdiction, such sentence, paragraph, clause or combination shall be deemed deleted from this Agreement and the remainder of this Agreement shall remain binding on the parties as if such unenforceable, invalid or illegal sentence, paragraph, clause or combination had not been contained herein.

10.3. In the event litigation is required to force compliance with, or address any breach of this Agreement, the parties agree that the prevailing party shall be entitled to attorney’s fees and costs actually incurred.

10.4. Nothing in this Agreement or to be done pursuant to its terms and conditions is intended to, or shall, create a partnership or joint venture, for tax purposes or otherwise, between Licensor and Customer. Customer is and shall remain fully and solely responsible for all of its employees and assumes full responsibility for all costs and liabilities incurred in connection with the termination of such employees for any reason whatsoever.

11. MODIFICATION

11.1. This Agreement shall constitute the entire agreement between Customer and Licensor pertaining to Customer’s Server. This Agreement shall not be modified or altered except by a written instrument duly executed by Customer and by an authorized officer of Licensor.

ACCEPTED BY CUSTOMER		ACCEPTED BY LICENSOR
MAN LOONG BULLION COMPANY LIMITED		TRUE TECHNOLOGY COMPANY LIMITED
By:	/s/ Choi Kee Yuen	By:	/s/ Wong Hak Yim
Name:	Choi Kee Yuen	Name:	Wong Hak Yim
Title:	Director	Title:	Director

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EX-10.4

Exhibit 10.4

Agency Agreement

Date：_________________________

This Agreement is entered into between the parties concerned on the basis of equality and mutual benefit to develop business on terms and conditions mutually agreed upon as follows:

Article 1:  The Parties Concerned

Party A: ManLoong Bullion Company Limited

(hereinafter called “party A”)

Tel: (00852)2155 3999   Fax: (00852) 2155 3993 

Add: 8/F, Tower 5, China Hong Kong City, 33 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong.

Website: www.manloong.com

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Party B: Agent Name_____________________

(hereinafter called “party B”)

Tel: _______________________________

Add: ________________________________________________________________

Article 2: Appointment

Party B act as counterparty with all of their clients.

Article 3: Price and Payment

The price for each individual transaction shall be fixed through negotiations between Party B and the buyer.

Article 4: Agency Right

In consideration of the Agency rights granted herein, Party B can act as party A's representative to solicit order; Party A shall not, directly or indirectly, sell the commodity to customers that be listed by Party B. Party A undertake to give the newest price list and products information in time.

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Article 5: Commission

1). Party B shall pay Party A commission on each transaction on mutual agree price.

2). If the selling/buying price is higher/lower than the quoted price of the market, Party B shall suffer all the loss/gain.

Article 6: Industrial Property Rights

Party B may use the trade-marks owned by Party A for the sale of the Inflatable Products covered herein within the validity of this agreement, and shall acknowledge that all patents, trademarks, copy rights or any other industrial property rights used or embodied in the Inflatable Products shall remain to be the sole properties of Party A. Should any infringement be found, Party B shall promptly notify and assist Party A to take steps to protect the latter's rights.

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Article 7: Validity of Agreement

This agreement, when duly signed by the both parties concerned, shall remain if force for ____ months from _____________ to _______________.

Article 8: Termination

During the validity of this agreement, if either of the two parties is found to have violated the stipulations herein, the other party has the right to terminate this agreement.

Article 9: Arbitration

All disputes arising from the performance of this agreement shall be settled through friendly negotiation. Should no settlement be reached through negotiation, the case shall then be submitted for arbitration to the Hong Kong International Economic and Trade Arbitration Commission and the rules of this Commission shall be applied. The award of the arbitration shall be final and binding upon both parties.

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Party A:	Party B:
ManLoong Bullion Company Limited
Date:___________________________	Date:______________________

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EX-10.5

Exhibit 10.5

Agency Agreement

Date：1 January 2010

This Agreement is entered into between the parties concerned on the basis of equality and mutual benefit to develop business on terms and conditions mutually agreed upon as follows:

Article 1:  The Parties Concerned

Party A: ManLoong Bullion Company Limited

(hereinafter called “party A”)

Tel: (00852)2155 3999   Fax: (00852) 2155 2585

Add: Room 1706,17/F, Tai Tung Building, 8 Fleming Road, Wanchai, Hong Kong

Website: www.manloong.com

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Party B: Mr. Wong Hak Yim (王克炎)

(hereinafter called “party B”)

Tel: (00852)6773 8010

Add:Unit 603, 6/F, Block E, Kornhill 13-15 Hong Shing Street, Quarry Bay Hong Kong

Article 2: Appointment

Party B act as counterparty with the following clients.

鉅成號

胡良利 (Woo Leung Lee)

嘉信金融服務 (Kaiser Financial Services)

金銀貿易埸 (The Chinese Gold & Silver Exchange Society)

Article 3: Price and Payment

The price for each individual transaction shall be fixed through negotiations between Party B and the buyer.

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Article 4: Agency Right

In consideration of the Agency rights granted herein, Party B can act as party A's representative to solicit order; Party A shall not, directly or indirectly, sell the commodity to customers that be listed by Party B. Party A undertake to give the newest price list and products information in time.

Article 5: Commission

1). Party B shall pay Party A commission on each transaction on mutual agree price.

2). If the selling/buying price is higher/lower than the quoted price of the market, Party B shall suffer all the loss/gain.

Article 6: Industrial Property Rights

Party B may use the trade-marks owned by Party A for the sale of the Inflatable Products covered herein within the validity of this agreement, and shall acknowledge that all patents, trademarks, copy rights or any other industrial property rights used or embodied in the Inflatable Products shall remain to be the sole properties of Party A. Should any infringement be found, Party B shall promptly notify and assist Party A to take steps to protect the latter's rights.

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Article 7: Validity of Agreement

This agreement, when duly signed by the both parties concerned, shall remain if force for 33 months from January,2010 to September,2012.

Article 8: Termination

During the validity of this agreement, if either of the two parties is found to have violated the stipulations herein, the other party has the right to terminate this agreement.

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Article 9: Arbitration

All disputes arising from the performance of this agreement shall be settled through friendly negotiation. Should no settlement be reached through negotiation, the case shall then be submitted for arbitration to the Hong Kong International Economic and Trade Arbitration Commission and the rules of this Commission shall be applied. The award of the arbitration shall be final and binding upon both parties.

Mr. CHOI KEE YUEN	Mr. WONG HAK YIN
Company Director	Shareholder
/s/ Choi Kee Yuen	/s/ Wong Hak Yin
Party A:	Party B:
ManLoong Bullion Company Limited 1 January 2010	Wong Hak Yim (王克炎) 1 January 2010

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EX-21.1

Exhibit 21.1

Man Loong Bullion Company Limited, a Hong Kong limited liability company

EX-23.1A

Exhibit 23.1a

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

eBullion, Inc. (A Development Stage Company):

We consent to the inclusion in the foregoing Registration Statement on Form S-1 of our report dated April 12, 2013, relating to our audit of the balance sheet of eBullion, Inc. as of February 15, 2013, and the related statement of operations, stockholders' equity, and cash flows for the period from January 28, 2013 (Inception) through February 15, 2013. Our report dated 12, 2013, relating to the financial statements includes an emphasis paragraph relating to an uncertainty as to the Company's ability to continue as a going concern.

We also consent to the reference to us under the caption “Experts” in the Registration Statement.

/s/ Anton & Chia, LLP

Newport Beach, California

April 12, 2013

EX-23.1B

Exhibit 23.1b

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Man Loong Bullion Company Limited:

We consent to the inclusion in the foregoing Registration Statement on Form S-1 of our report dated April 12, 2013, relating to our audit of the balance sheets of Man Loong Bullion Company Limited as of March 31, 2012 and 2011 and for the nine months review as of December 31, 2011 and 2010, and the related statements of operations, stockholders' equity, and cash flows as of March 31, 2012 and 2011 and for the nine months review as of December 31, 2011 and 2010.

We also consent to the reference to us under the caption “Experts” in the Registration Statement.

/s/ Anton & Chia, LLP

Newport Beach, California

April 16, 2013