PRER14C

SCHEDULE 14C

(Rule 14c-101)

INFORMATION REQUIRED IN INFORMATION STATEMENT

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c)

of the Securities Exchange Act of 1934

(Amendment No. 0)

[X] Preliminary Information Statement

[   ] Confidential, for Use of the Commission Only (as permitted

          by Rule 14c-5(d)(2))

[   ] Definitive Information Statement

MICRO IMAGING TECHNOLOGY, INC.

(Name of Registrant as Specified in Charter)

Payment of Filing Fee (Check the appropriate box):

[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14c-5(g).

[ ] Fee computed on table below per Exchange Act Rules 14c-5(g)

and 0-11.

          (1) Title of each class of securities to which transaction applies:

          (2) Aggregate number of securities to which transaction applies:

          (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

          (4) Proposed maximum aggregate value of transaction:

          (5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

          (1) Amount Previously Paid:

          (2) Form, Schedule or Registration Statement No.:

          (3) Filing Party:

          (4) Date Filed:

Summary

This Information Statement is furnished to the holders of Common Stock, $ 0.01 par value per share (the "Common Stock"), of Micro Imaging Technology, Inc. (the "Company") on behalf of the Company in connection with a proposed reincorporation of the Company in the state of Nevada. The reincorporation will be effected by merging the Company with and into its wholly-owned Nevada subsidiary, MMTC Nevada, Inc., ("MMTC Nevada"). After the reincorporation, the Company will conduct an acquisition of securities currently held by the existing shareholders of Shanxi Zhongke Spaceflight Argiculture Development Stock Co., Inc. The transactions have already been approved by the consent of persons holding over 21,846,561 shares of our common stock, which is a majority (67.9%) of the outstanding voting shares.

Item 1. Information Required by Items of Schedule 14A.

     14A Item 1. Date, time and place information.

     (a) The date of the consent to action reported in this Information Statement was June 8, 2007. The mailing address for purposes of communicating with the Company is 970 Calle Amanecer, Suite F, San Clemente, California 92673. (949) 485-6006

     (b) This Information Statement will be mailed to security holders on or after June 14, 2007.

     (c) Inapplicable to Information Statement.

     14A Item 2. Revocability of Proxy

            Inapplicable to Information Statement.

     14A Item 3. Dissenters' Right of Appraisal

Nevada

           Under Nevada law, dissenters' (or appraisal) rights are not available in a merger or share exchange if the shares held by the stockholders prior to the share exchange or merger were either listed on a national securities exchange or held by at least 2,000 stockholders of record, unless the articles of incorporation of the corporation provide for dissenters' rights or the stockholders are required to accept under the plan of merger or share exchange anything other than cash, shares of the surviving corporation, shares of a publicly traded or widely held corporation, or a combination of these.

California

No dissenters' or appraisal rights are available to the Company's shareholders under the General Corporation Law of California, the Company's articles of incorporation or its bylaws in connection with the matters acted upon.

     14A Item 4. Persons Making the Solicitation

            Inapplicable to Information Statement

     14A Item 5. Interest of Certain Persons in Matters to Be Acted Upon

            Inapplicable to Information Statement

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     14A Item 6. Voting Securities and Principal Holders Thereof

      (a) The number of shares outstanding and eligible to vote or have voted in this matter as of May 8, 2007 are:  32,154,666 shares of common stock and 2,600,000 shares of redeemable convertible referred stock, each share of common and redeemable convertible preferred stock is entitled to one vote. Of all shares entitled to vote as of May 8, 2007, 21,846,561 (67.9%) voted in favor of the proposal. 

     (b) The record date for security holders voting on this proposal was May 8, 2007.

     (c) Inapplicable

     (d) Beneficial Ownership of Common Stock

     Principal Shareholders, Directors and Officers. The following table sets forth the beneficial ownership of the Company's Common Stock and Redeemable Convertible Preferred Stock as of the Record Date by each person known to the Company to own more than five percent (5%) of either of these classes of stock and by each of the Company's current directors, and by all directors and officers of the Company as a group. The table has been prepared based on information provided to the Company by each shareholder.

Name and Address of Beneficial Owner	Common Stock	% of Class	Redeemable Convertible Preferred Stock	% of Class	% of Voting Power
Michael W. Brennan, Director and Chief Executive Officer 970 Calle Amanecer, Ste. F San Clemente, CA  92673	948,600	3.22%	-	-	3.0%
Ralph W. Emerson, Director     970 Calle Amanecer, Ste. F San Clemente, CA  92673	100,000	*	-	-	*
George R. Farquhar, Chief    Operating Officer 970 Calle Amanecer, Ste. F     San Clemente, CA  92673	225,000	*	-	-	*
Anthony M. Frank     20 Meadowood Court Pleasant Hill, CA 94523	16,937,961	57.3%	-	-	52.7%
Victor A. Hollander, Director     970 Calle Amanecer, Ste. F      San Clemente, CA  92673	100,000	*	-	-	*
Estate of Harry M. O’Hare, Decd     1000 El Centro S. Pasadena, CA 91030	83,983	*	931,629	35.8%	3.2%
Catherine Patterson, Chief     Financial Officer     970 Calle Amanecer, Ste. F     San Clemente, CA  92673	50,112	*	2,906	*	*
Brenda Bladow	3,760,000	12.7%	-		11.7%
All officers and directors as a group (5 persons)	1,423,712	4.8%	2,906	*	4.5%

_______________

*        Less than 1%.            

(1) As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of a security).

As of June 8, 2007, there were approximately 500 shareholders of record.

    (e) Inapplicable

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    14A Items 7 through 10.

        Inapplicable.

    14A Item 11. Authorization or Issuance of Securities Otherwise Than For Exchange.

(a)

In connection with the reincorporation, the number of authorized shares of common stock will be increased from 100,000,000 to 300,000,000. The number of authorized preferred shares of the Company is 1,000,000, and the number of authorized shares of preferred stock of MMTC Nevada will be 5,000,000.  The 2,600,000 shares of Redeemable Convertible Preferred Shares of the Company will be redeemed within a reasonable time following the reincorporation.

(b)

A total of up to 81,550,000 shares (post-reverse) of restricted common stock may be issued to acquire the company known as “Shanxi Zhongke Spaceflight Argiculture Development Stock Co., Inc.” (“Zhongke, Inc.”) as a wholly-owned subsidiary of this company.

(c)

The shares to be issued will be identical in rights, privilege and preferences to those shares of the company's common stock already issued and outstanding.

        (d) The company being acquired, Zhongke, Inc., is a space flight and agricultural development company.       

        (e)  The impact of the issuance of these shares will be to increase the issued and outstanding number of shares of Micro Imaging Technology, Inc. from 250,000 post-reverse (1-for-118) shares to approximately 81,800,000 shares if the acquisition is completed.

     14A Item 13. Financial and Other Information.

       (a) Financial statements of the Company are incorporated by reference to the company's most recent 10-KSB, for the year ended October 31, 2006, filed as of February 15, 2007; and the company's interim statement updating that information, Form 10-QSB, for the period ended January 31, 2007, filed with the Securities and Exchange Commission on March 12, 2007. Further, the Financial Statements of Zhongke, Inc. are attached as exhibits 99.1.1-4.

        (b) See (a) above.

        (c) The list of filings incorporated by reference appears on the last page of this document.

    14A Item 14. Mergers, Consolidations, Acquisitions and Similar Matters.

        (a) Applicability: The proposed activities are reincorporation in Nevada by Merger of Micro Imaging Technology , Inc. (a California Corporation) into MMTC Nevada., Inc. (a Nevada Corporation) followed by the acquisition of securities held by existing shareholders of Zhongke, Inc.

        (b) Transaction Information:

(

1)

Summary of Reincorporation in Nevada by Merger:

Transaction	Reincorporation in Nevada
Purpose	To take advantage of the Nevada’s favorable corporate laws
Record Date	May 8, 2007
Method	Merger with and into our wholly-owned Nevada subsidiary, MMTC Nevada, Inc., a Nevada corporation ("Zhongke") (See "Reincorporation by Merger.")
Exchange Ratios	1 share of “Zhongke” common stock will be exchanged for 1 share of our common stock held as of the record date. (See "Reincorporation by Merger.")
Effective Date	As soon as practicable, but in no event sooner than twenty days from the date of our mailing of a Definitive Information Statement to our stockholders.
Additional Provisions	The reincorporation by merger will result in: The surviving corporation being a Nevada corporation; and our being governed by the Nevada Corporations Law and by Zhongke, Inc.'s Articles of Incorporation and bylaws. (See "Reincorporation by Merger.")

2)

Summary of the acquisition of securities held by existing shareholders of Zhongke, Inc.

Acquisition Price	The company is proposing an acquisition of Zhongke, Inc. in exchange for up to 81,550,000 shares of the company's restricted common stock.
Assumption of Debt	Zhongke, Inc. may assume Company's pre-Agreement debt up to $ 10,000.
Name Change	Micro Imaging Technology, Inc. will change its corporate name to “Shanxi Zhongke Spaceflight Argiculture Development Stock Co., Inc.”
Reverse Split	The company will conduct a reverse split of its existing outstanding shares on a basis of 1 to 118, thereby reducing the Company's pre-acquisition, outstanding stock from 29,554,666 to approximately 250,000 shares.
Events to Occur	The company’s existing, wholly-owned subsidiary, Micro Imaging Technologies, Inc., which is chartered in Nevada, and which conducts the company’s remaining active business in the field of laser identification of biological hazards, will be divested to the existing shareholders as of the record date for the distribution of this Information Statement.  Management of the Company will continue to be the management of Micro Imaging Technologies, but will step down after the acquisition of Zhongke if this acquisition is completed.

History of Zhongke, Inc.

        Success Mater Investment Limited ("Success" or the "Company") was incorporated on September 17, 2004 in Hong Kong under the Companies Ordinance as a limited liability company.  The Company was formed for the purpose of seeking and consummating a merger or acquisition with a business entity organized as a private corporation, partnership, or sole proprietorship as defined by Statement of Financial Accounting Standards (SFAS) No. 7.

        On March 9, 2007, the sole shareholder of the Company entered into a Share Purchase Agreement (the "Agreement") with the owners of Shanxi Qinyuna Agriculture Technology Development Co., Inc. ("Qinyuan"), a limited liability company incorporated in the People's Republic of China ("PRC") on December 27, 2006 with a registered capital of $129,870 (RMB1,000,000).  Pursuant to the Agreement,  the Company agreed to purchase 100% of the ownership in  Qinyuan for a cash consideration of $129,870.  Subsequent to the completion of the Agreement, Qinyuan became a wholly-owned subsidiary of Success.

        On January 5, 2007, Qinyuan executed a share exchange agreement (the "Share Exchange") with Shanxi Zhongke Spaceflight Agriculture Development Stock Co., Ltd ("Zhongke"), whereby the shareholders of Qinyuan exchanged 97.72% of the ownership in Qinyuan for 97.72% of the ownership in Zhongke.  Subsequent to completion of the Share Exchange agreement, Zhongke became a subsidiary of Qinyuan.

        Zhongke was incorporated  in Yangling City, Shanxi Province, PRC on August 26, 2003 under the Company Law of PRC.  The Company is principally engaged in the business of research and development of crop seeds.

        On December 27, 2006, Zhongke executed an agreement with Mr. Zhang Hongjun, a PRC citizen, to establish a join venture, Shanxi Zhongke Luxiang Development, Inc. ("SZLD").  Pursuant to the agreement, Zhongke contributed cash of $769,200 (RMB 6,000,000) and a set of fruit juice production equipment to SZLD, and owns 95.65% ownership therein.  SZLD was subsequently incorporated on January 5, 2007, and is developing a business of fruit juice production and distribution.  Subsequent to completion of incorporation, SZLD became a subsidiary of the Zhongke.

                (3) Contact Information. The company is currently conducting business at 970 Calle Amanecer, Suite F, San Clemente, California 92673, (949) 485-6006    

                (4) Business Conducted: Zhongke, Inc. is a space flight and agricultural development company.  

                (5) Terms of the Transaction: A total of up to 81,550,000 shares (after giving effect to a 1-for-118 reverse) of newly issued restricted common stock will be exchanged with current shareholders of Zhongke, Inc. to acquire a 100% control and ownership of that company.  The company's officers and directors believe that the acquisition of a subsidiary earning sufficient positive revenues is in the best interests of the company. This acquisition was tentatively approved by 21,846,561 shares of the 32,154,666 eligible to vote as of May 8, 2007. There are no changes in the rights of any existing shareholders as a result of this transaction. The acquisition will be treated as a purchase for accounting purposes. A copy of the negotiated acquisition agreement, which is subject to certain conditions, is attached as exhibit 10.68.

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                (6) Regulatory Approvals: None required.
                

                (7) Reports, Opinions, Appraisals: None utilized or obtained: None obtained, other than financials.
   

                (8) Past Contacts, Transactions or Negotiations.  There were limited contacts between the registrant and the company being acquired until such time as the prospect was presented to the registrant's management in March of 2007. No prior course of business existed between the two companies. 

                (9) Selected Financial Data: inapplicable

REINCORPORATION IN NEVADA

     This transaction will occur irrespective of the failure of the Zhongke acquisition and the information is presented separately for that reason.

     The Shareholders holding a majority of the common stock have approved the reincorporation in Nevada, to be effected by merging the Company with and into its wholly-owned Nevada subsidiary, MMTC Nevada ("MMTC Nevada, INC."). In connection with the reincorporation, the number of authorized shares of common stock will be the same as currently authorized in California (100,000,000 shares). The number of authorized preferred shares of the Company is 1,000,000, and the number of authorized shares of preferred stock of MMTC Nevada will be 5,000,000.  The 2,600,000 shares of Redeemable Convertible Preferred Shares of the Company will be redeemed within a reasonable time following the reincorporation.

     For the reasons set forth below, the Board of Directors believe that the best interests of the Company and its shareholders will be served by changing the state of incorporation of the Company from California to Nevada (the "Proposed Reincorporation"). In this discussion of the Proposed Reincorporation, the term "Micro Imaging Technology" refers to the existing California Corporation and the term "MMTC Nevada" refers to the new Nevada Corporation that is the proposed successor to Micro Imaging Technology.

     The change in the state of incorporation of the Company from California to Nevada will be effected by merger. Pursuant to the Merger Agreement, Micro Imaging Technology will merge with and into MMTC Nevada, and MMTC Nevada, under its current Articles of Incorporation, will continue as the surviving corporation. Each outstanding share of Micro Imaging Technology Common Stock will automatically be converted into one (1) share of MMTC Nevada Common Stock upon the effective date of the merger. Shareholders of Micro Imaging Technology will have no dissenters' rights of appraisal with respect to the Proposed Reincorporation. See "Significant Differences Between the Corporation Laws of California and Nevada – Appraisal Rights."

     The Board of Directors is proposing to reincorporate in Nevada for the increased flexibility afforded by the Nevada General Corporation Law.

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Corporate Law Reasons.

     There are several differences between the corporation laws of the states of Nevada and California. The following discussion summarizes the more significant differences.

     Nevada follows a policy of encouraging incorporation in that state and, in furtherance of that policy, has adopted comprehensive, flexible corporate laws responsive to the legal and business needs of corporations organized under its laws. These laws include provisions that, in the judgment of the Company's Board of Directors, will allow the Company to better protect the interests of its shareholders in situations involving a potential change in corporate control. In addition, although many California corporations have in recent years reincorporated in Delaware, the cost of maintaining a corporation as a Nevada corporation is significantly less than for a Delaware corporation, and Nevada law provides much of the same flexibility as Delaware. Other corporations have also initially chosen Nevada for their state of incorporation or have subsequently changed their corporate domicile to Nevada in a manner similar to that proposed by t he Company.

     Anti-Takeover Provisions.     Nevada, like many other states, permits a corporation to adopt a number of measures through amendment of the corporate charter or bylaws or otherwise, and provides default legal provisions that apply unless the corporation has affirmatively chosen to opt out, designed to reduce a corporation's vulnerability to unsolicited takeover attempts. The Proposed Reincorporation is not being proposed in order to prevent such a change in control, nor is it in response to any present attempt known to the Board of Directors to acquire control of the Company, obtain representation on the Board of Directors, or take significant action that affects the Company.

     The Board of Directors has never evaluated the Company's vulnerability to potential unsolicited bidders. However, the Board of Directors of the Company may consider in the future certain defensive strategies designed to enhance the Board's ability to negotiate with an unsolicited bidder. These strategies include, but are not limited to, the adoption of a shareholder rights plan, severance agreements for its management and key employees that become effective upon the occurrence of a change in control of the Company, and the authorization of preferred stock, the rights and preferences of which are determined by the Board of Directors.

     Certain effects of the Proposed Reincorporation may be considered to have anti-takeover implications simply by virtue of the Company being subject to Nevada law. For example, Sections 78.411 to 78.444 of the Nevada General Corporation Law, from which MMTC Nevada does not intend to opt out, restrict certain "combinations" with "interested stockholders" for three years following the date that a person becomes an interested stockholder, unless the Board of Directors has approved either the business combination or the transaction by which the interested stockholder became an interested stockholder prior to the time such person became an interested person. Even after the three-year period, such combinations are restricted unless certain tests are satisfied. In responding to an unsolicited bidder, the Nevada General Corporation Law also authorizes directors to consider not only the interests of stockholders, but al so the interests of employees, suppliers, creditors, customers, the economy of the state and nation, the interests of the community and society in general, and the long-term as well as short-term interests of the corporation and its stockholders, including the possibility that these interests may be best served by the continued independence of the corporation. For a discussion of these and other differences between the laws of California and Nevada, see "Significant Differences Between the Corporation Laws of California and Nevada" below.

     The Board of Directors believes that unsolicited takeover attempts may be unfair or disadvantageous to the Company and its shareholders because: (a) a non-negotiated takeover bid may be timed to take advantage of temporarily depressed stock prices; (b) a non-negotiated takeover bid may be designed to foreclose or minimize the possibility of more favorable competing bids; or (c) a non negotiated takeover bid may involve the acquisition of only a controlling interest in the Company's stock, without affording all shareholders the opportunity to receive the same economic benefits.

     By contrast, in a transaction in which an acquirer must negotiate with an independent board of directors, the board can and should take account of the underlying and long-term values of assets, the possibilities for alternative transactions on more favorable terms, possible advantages from a tax-free reorganization, anticipated favorable developments in the corporation's business not yet reflected in the stock price, and equality of treatment for all shareholders.

     Despite the belief of the Board of Directors as to the benefits to shareholders of the Proposed Reincorporation, such proposal may be disadvantageous to the extent that it has the effect of discouraging a future takeover attempt that is not approved by the Board of Directors, but which a majority of the shareholders may deem to be in their best interests or in which shareholders may receive a substantial premium for their shares over the then-current market value or over their cost basis in such shares. As a result of such effects of the Proposed Reincorporation, shareholders who might wish to participate in a tender offer may not have an opportunity to do so. In addition, to the extent that such provisions enable the Board of Directors to resist a takeover or a change in control of the Company, they could make it more difficult to change the existing Board of Directors and management.

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      No change in the Board Members, Management or Business.     The Proposed Reincorporation will effect a change in the legal domicile of the Company and other changes of a legal nature, certain of which are described in this Information Statement. The Proposed Reincorporation will not result in any change in the business, management, fiscal year, assets or liabilities, or location of the principal facilities of the Company. The directors of Micro Imaging Technology will continue as directors of MMTC Nevada. All employee benefit and stock option plans of Micro Imaging Technology California will be continued by MMTC Nevada and each outstanding option to purchase shares of Micro Imaging Technology stock will automatically be converted into an option to purchase an equivalent number of shares of MMTC Nevada stock on the same terms and subject to the same conditions. The name of the Company will remain Micro Imaging Technology, Inc.

Charter and Bylaws of Micro Imaging Technology and MMTC Nevada, Inc.

      The provisions of the MMTC Nevada Articles of Incorporation are similar to those of the Micro Imaging Technology Articles of Incorporation in most respects. The material changes that have been made in the MMTC Nevada Articles of Incorporation as compared with the Micro Imaging Technology Articles of Incorporation are described below in this section or under "Significant Differences Between the Corporation Laws of California and Nevada."

      Authorized Stock.     The Articles of Incorporation of Micro Imaging Technology authorize 100,000,000 shares of Common Stock, $0.01 par value, 1,000,000 shares of Preferred Stock, $ 1.00 par value. The Articles of Incorporation of MMTC Nevada authorize 100,000,000 shares of Common Stock, $0.01 par value, and 5,000,000 shares of Preferred Stock, par value $1.00. The Board of Directors has proposed the increase in authorized common shares to provide the Board of Directors with greater flexibility in the event the Board of Directors determines that it is in the best interest of the Company to issue additional shares to raise capital or to effect an acquisition. The change in par value is to avoid the higher franchise tax payable in Nevada for no par shares.

      Monetary Liability of Directors.     The Articles of Incorporation of Micro Imaging Technology and MMTC Nevada both provide for the elimination or limitation of personal monetary liability of directors to the fullest extent permissible under the laws of each corporation's respective state of incorporation. The laws of Nevada and MMTC Nevada's Articles of Incorporation also permit the elimination or limitation of the liability of officers of the Company. Nevada permits liability to be limited to a greater extent than does California law. See "Significant Differences Between the Corporation Laws of California and Nevada" below.

      Indemnification.     The indemnification provisions of Micro Imaging Technology's Articles of Incorporation and Bylaws are substantially similar to those of the Articles of Incorporation and Bylaws of MMTC Nevada, though MMTC Nevada has placed certain of these provisions in the Articles of Incorporation rather than in the Bylaws. These provisions in MMTC Nevada’s Articles of Incorporation state that the Company shall indemnify directors and officers in connection with any action, suit, or proceeding to the fullest extent permitted by law for acts as directors or officers (of MMTC Nevada or, of a predecessor to MMTC Nevada, or as a director, officer, employee, or agent of another enterprise at the request of the Company), and that the Company shall advance the expenses of directors and officers in advance of the final disposition of any action, suit, or proceeding upon receipt of an un dertaking by the director or officer to repay the amount advanced if a court ultimately determines that the director or officer is not entitled to indemnification. Similar provisions also appear in the Bylaws of both Micro Imaging Technology and MMTC Nevada, Inc.

     While the Bylaws of both Micro Imaging Technology and MMTC Nevada permit the Company to obtain insurance on behalf of directors, officers, employees, and agents, MMTC Nevada's Bylaws also permit the Company to make other financial arrangements on behalf of any such person for any liabilities or expenses incurred in such capacity. See "Significant Differences Between the Corporation Laws of California and Nevada" below.

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Significant Differences Between the Corporation Laws of California and Nevada.

The Corporation laws of California and Nevada differ in many respects. It is not practical to summarize all differences in this Information Statement, but the principal differences that could materially affect the rights of shareholders are discussed below.

     Size of the Board of Directors.      Under California law, changes in the number of directors or, if set forth in the articles of incorporation or bylaws, the range in the number of directors must in general be approved by a majority of the outstanding shares, but the board of directors may fix the exact number of directors within a stated range, if authorized. Nevada law permits not only the stockholders but also the board of directors acting independently of the stockholders to change the authorized number, or the range, of directors by amendment to the bylaws, unless the directors are not authorized to amend the bylaws or the number of directors is fixed in the articles of incorporation (in which case a change in the number of directors may be made only by amendment to the articles of incorporation following approval of such change by the stockholders). The Articles of Incorporation of M MTC Nevada provide that the number of directors shall be as specified in the Bylaws. The ability of the Board of Directors, under Nevada law, to alter the size of the Board without stockholder approval enables the Company to respond quickly to a potential opportunity to attract the services of a qualified director or to eliminate a vacancy for which a suitable candidate is not available. If the Proposed Reincorporation is approved, the Bylaws of MMTC Nevada will initially provide for the current Board of Directors.

    Cumulative Voting.      California law generally provides that if any shareholder has given notice of his or her intention to cumulate votes for the election of directors, any other shareholder of the corporation is also entitled to cumulate his or her votes at such election. Under Nevada law, cumulative voting is not mandatory, and cumulative voting rights must be provided in a corporation's articles of incorporation if stockholders are to be entitled to cumulative voting rights. The Articles of Incorporation of MMTC Nevada do not provide for cumulative voting. California law permits a corporation that is listed on a national securities exchange, or that is listed on the NASDAQ National Market and has at least 800 stockholders as of the record date for the corporation's most recent annual meeting of shareholders, to amend its articles or bylaws to eliminate cumulative voting by approval of the b oard of directors and of the outstanding shares voting together as a class. Micro Imaging Technology's current Articles of Incorporation have eliminated cumulative voting.

     Power to Call Special Shareholders' Meetings.      Under California law, a special meeting of shareholders may be called by (a) the board of directors, (b) the chairman of the board, (c) the president, (d) the holders of shares entitled to cast not less than ten percent of the votes at such meeting, or (e) such additional persons as are authorized by the articles of incorporation or the bylaws. Under Nevada law, a special meeting of stockholders may be called as set forth in the bylaws. Although permitted to do so, the Bylaws of MMTC Nevada do not eliminate the right of stockholders to call a special meeting of stockholders; instead, the Bylaws authorize the Board of Directors, the President, or the holders of at least ten percent of the outstanding capital stock to call a special meeting of stockholders. Following the Proposed Reincorporation, the Board of Directors of MMTC Nevada could (a lthough it has no current intention to do so) amend the Bylaws to limit or eliminate the right of stockholders to call a special meeting of stockholders. The right of the stockholders to call a special meeting is not set forth in the Articles of Incorporation of MMTC Nevada, Inc., which may be amended only by stockholder vote or written consent, and therefore such right may be limited or eliminated by amendment of the Bylaws by the Board of Directors. Any such limitation could make it more difficult for stockholders to initiate action that is opposed by the Board of Directors. Such action on the part of stockholders could include the removal of an incumbent director, the election of a stockholder nominee as a director, or the implementation of a rule requiring stockholder ratification of specific defensive strategies that have been adopted by the Board of Directors with respect to unsolicited takeover bids. The ability of the Board of Directors under Nevada law to limit or eliminate the right of stockholders to initiate action at stockholder meetings may make it more difficult to change the existing Board of Directors and management.

     Elimination of Actions by Written Consent of Shareholders.      Under California and Nevada law, shareholders may execute an action by written consent in lieu of a shareholder meeting. While Nevada law permits a corporation to eliminate such actions by written consent in its articles of incorporation or bylaws, the Articles and Bylaws of MMTC Nevada do not currently prohibit actions by written consent of the stockholders, although the Board of Directors could amend the Bylaws in this respect. The ability of the Board of Directors under Nevada law to limit or eliminate the right of stockholders to initiate action by written consent may make it more difficult to change the existing Board of Directors and management.

     Business Combinations. In the last several years, a number of states, including Nevada, have adopted special laws designed to make certain kinds of "unfriendly" corporate takeovers, or other transactions involving a corporation and one or more of its significant stockholders, more difficult.

     Sections 78.411 to 78.444 of the Nevada General Corporation Law prohibit a Nevada corporation from engaging in a "combination" with an "interested stockholder" for three years following the date that such person becomes an interested stockholder and place certain restrictions on such combinations even after the expiration of the three-year period. With certain exceptions, an interested stockholder is a person or group that owns 10% or more of the corporation's outstanding voting power (including stock with respect to which the person has voting rights and any rights to acquire stock pursuant to an option, warrant, agreement, arrangement, or understanding or upon the exercise of conversion or exchange rights) or is an affiliate or associate of the corporation and was the owner of 10% or more of such voting stock at any time within the previous three years.

     For purposes of Sections 78.411 to 78.444, the term "combination" is defined broadly to include mergers of the corporation or its subsidiaries with the interested stockholder; sales or other dispositions to the interested stockholder of assets of the corporation or a subsidiary equal to 5% of the aggregate value of all assets of the corporation, equal to 5% of the value of all outstanding shares of the corporation, or representing 10% of the corporation's earning power or net income; the issuance or transfer by the corporation or a subsidiary of shares equal to 5% of the value of all outstanding shares of the corporation to the interested stockholder (except under the exercise of warrants or rights to purchase shares offered or in a pro rata distribution); the adoption of any plan of liquidation of the corporation proposed by or under any agreement, arrangement, or understanding with the interested stockholder; any rec lassification, recapitalization, merger of the corporation with any of its subsidiaries, or other transaction that has the effect of increasing the proportionate ownership of the interested stockholder; or receipt by the interested stockholder (except proportionately as a stockholder), directly or indirectly, of any loans, advances, guarantees, pledges, or other financial assistance or tax advantages provided by or through the corporation. These prohibitions also apply to affiliates and associates of the interested stockholder.

     The three-year moratorium imposed on business combinations by Sections 78.411 to 78.444 does not apply if, prior to the date on which such stockholder becomes an interested stockholder, the board of directors approves either the business combination or the transaction that resulted in the person becoming an interested stockholder.

     Even after expiration of the three-year period, the moratorium on combinations continues to apply unless one of the following requirements is met: (i) prior to the date on which such stockholder becomes an interested stockholder the board of directors approves either the business combination or the transaction that resulted in the person becoming an interested stockholder; (ii) the combination is approved by a majority of the voting power not beneficially owned by the interested stockholder or its affiliates or associates at a meeting called for that purpose; or (iii) the combination satisfies certain provisions concerning fair price.

     Sections 78.411 to 78.444 only apply to Nevada corporations that have 200 or more stockholders and, unless the articles of incorporation provide otherwise, have a class of voting shares registered under Section 12 of the Securities Exchange Act of 1934 (as the Common Stock of MMTC Nevada would be upon consummation of the Reincorporation). A Nevada corporation may elect not to be governed by Sections 78.411 to 78.444 by a provision in its original certificate of incorporation or an amendment thereto, which amendment must be approved by a majority of the outstanding voting power, although such amendment is not effective until 18 months after the vote. MMTC Nevada has not elected, and does not intend to elect, not to be governed by these Sections; therefore, Sections 78.411 to 78.444 will apply to MMTC Nevada.

     Sections 78.411 to 78.444 should encourage any potential acquirer to negotiate with the Company's Board of Directors. These Sections also have the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the Company in which stockholders would be treated unequally. Shareholders should note that the application of these Sections to the Company will confer upon the Board the power to reject a proposed business combination, even though a potential acquirer may be offering a substantial premium for the Company's shares over the then-current market price. These Sections should also discourage certain potential acquirers unwilling to comply with their provisions.

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     Control Shares.      Nevada law further seeks to impede "unfriendly" corporate takeovers by providing in Sections 78.378 to 78.3793 of the Nevada General Corporation Law that an "acquiring person" shall only obtain voting rights in the "control shares" purchased by such person to the extent approved by the other stockholders at a meeting. With certain exceptions, an acquiring person is one who acquires or offers to acquire a "controlling interest" in the corporation, defined as one-fifth or more of the voting power. Control shares include not only shares acquired or offered to be acquired in connection with the acquisition of a controlling interest, but also all shares acquired by the acquiring person within the preceding 90 days. The statute covers not only the acquiring person but also any persons acting in association with the acquiring person. Cal ifornia does not have a control shares statute.

     Under Sections 78.378 to 78.3793, a Nevada corporation may, if so provided in the articles of incorporation or bylaws of the corporation in effect on the tenth day following acquisition of a controlling interest, call for redemption of not less than all of the control shares at the average price paid for the control shares if (i) the acquiring person has not delivered an offeror's statement to the corporation within ten days after acquisition of the control shares or (ii) the other stockholders do not accord full voting rights to the control shares.

     Unless otherwise provided in the articles of incorporation or bylaws in effect on the tenth day following acquisition of a controlling interest, if the control shares are accorded full voting rights and the acquiring person has acquired a majority of the voting power, then any stockholder of record who did not vote in favor of authorizing such voting rights is entitled to demand payment for the fair value of such stockholder's shares.

     Sections 78.378 to 78.3793 apply only to Nevada corporations that (i) have 200 or more stockholders, at least 100 of whom are stockholders of record and are residents in Nevada, and (ii) do business in Nevada directly or through an affiliated corporation. A corporation may elect to opt out of the provisions of Sections 78.378 to 78.3793 if, before an acquisition of a controlling interest is made, the articles of incorporation or bylaws in effect on the tenth day following the acquisition of a controlling interest by an acquiring person provide that these Sections do not apply. Although MMTC Nevada has not currently elected to opt out of Sections 78.378 to 78.3793, the Company does not currently and will not as a result of the Proposed Reincorporation have 100 or more record stockholders resident in Nevada. If and until that threshold of Nevada stockholders is reached, Sections 78.378 to 78.3793 would not apply to the Company.

     To the extent such provisions were in the future to apply to the Company, Sections 78.378 to 78.3793 should, similarly to the business combination provisions discussed above, encourage any potential acquirer to negotiate with the Company's Board of Directors. These sections would also have the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the Company in which stockholders would be treated unequally. Application of these Sections to the Company would confer upon the Board the power to reject a proposed business combination, even though a potential acquirer may be offering a substantial premium for the Company's shares over the then-current market price. These Sections would also discourage certain potential acquirers unwilling to comply with their provisions.

     Removal of Directors. Under California law, any director or the entire board of directors may be removed, with or without cause, by the affirmative vote of a majority of the outstanding shares entitled to vote; however, no individual director may be removed (unless the entire board is removed) if the number of votes cast against such removal, or not consenting in writing to removal, would be sufficient to elect the director under cumulative voting. Under Nevada law, any director may be removed from office by the vote of stockholders representing not less than two-thirds of the voting power of the class or series of stock of the Company entitled to elect such director, unless the articles of incorporation provide for cumulative voting or a larger percentage of voting stock. If a Nevada corporation's articles of incorporation provide for cumulative voting, a director may not be removed except upon the vote of stockho lders owning sufficient voting power to have prevented such director's election in the first instance. The Articles of Incorporation of MMTC Nevada do not provide for cumulative voting, and do not specify any larger percentage for removal; therefore, two-thirds of the voting power of the class or series of stock entitled to elect a director may remove such director.

     Filling Vacancies on the Board of Directors. Under California law, unless the articles of incorporation or bylaws provide otherwise, any vacancy on the board of directors not created by removal of a director may be filled by the board. If the number of directors is less than a quorum, a vacancy may be filled by the unanimous written consent of the directors then in office, by the affirmative vote of a majority of the directors at a meeting held pursuant to notice or waivers of notice, or by a sole remaining director. Unless the articles of incorporation or bylaws otherwise provide, a vacancy created by removal of a director may be filled only by approval of the shareholders. Micro Imaging Technology's Bylaws permit directors to fill vacancies; however, if the vacancy was created by the removal of a director by the vote or written consent of the shareholders or by court order, the vacancy may be filled only by the a ffirmative vote of a majority of shares represented and voting at a duly held meeting at which a quorum is present, or by the unanimous written consent of all the shares entitled to vote thereon. Under Nevada law, unless a corporation's articles of incorporation provide otherwise, any vacancy on the board of directors, including one created by removal of a director or an increase in the number of authorized directors, may be filled by the majority of the remaining directors, even if such number constitutes less than a quorum. Nevada law would thus enable the Board of Directors to respond quickly to opportunities to attract the services of qualified directors; but it would also diminish control of the Board by the shareholders of the Company between meetings.

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     Loans to Officers and Employees. Under California law, any loan to or guarantee for the benefit of a director or officer of a corporation or its parent requires approval of the shareholders, not counting any shares owned by the relevant director or officer, unless such loan or guaranty is provided under an employee benefit plan approved by shareholders owning a majority of the outstanding shares of the corporation. In addition, under California law shareholders of any corporation with 100 or more shareholders of record may approve a bylaw authorizing the board of directors alone, not counting the vote of any interested director, to approve loans or guarantees to or on behalf of officers (whether or not such officers are directors) if the board determines that any such loan or guaranty may reasonably be expected to benefit the corporation. The Bylaws of Micro Imaging Technology do not autho rize such loans or guarantees. These specific provisions of California law dealing with loans and guarantees would no longer apply after the Proposed Reincorporation.

     Limitation of Liability and Indemnification. California and Nevada have similar laws respecting indemnification by a corporation of its officers, directors, employees, and other agents. The laws of both states also permit corporations to adopt a provision in their articles of incorporation eliminating the liability of a director to the corporation or its shareholders for monetary damages for breach of the director's fiduciary duty of care. There are nonetheless certain differences between the laws of the two states respecting indemnification and limitation of liability.

     The Articles of Incorporation of Micro Imaging Technology eliminate the liability of directors to the fullest extent permissible under California law. California law permits eliminating or limiting the personal liability of a director for monetary damages in an action brought by or in the right of the corporation (a "derivative suit") for breach of a director's duties to the corporation and its shareholders; provided, however, that the corporation may not eliminate or limit liability for (i) intentional misconduct or knowing and culpable violation of law; (ii) acts or omissions that a director believes to be contrary to the best interests of the corporation or its shareholders, or that involve the absence of good faith on the part of the director; (iii) receipt of an improper personal benefit; (iv) acts or omissions that show reckless disregard for the director's duty to the corporation or its shareholders, where the d irector in the ordinary course of performing a director's duties should be aware of a risk of serious injury to the corporation or its shareholders; (v) acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the director's duty to the corporation or its shareholders; (vi) interested transactions between the corporation and a director in which a director has a material financial interest; and (vii) liability for improper distributions, loans, or guarantees.

     The Articles of Incorporation of MMTC Nevada eliminate the liability of both directors and officers to the fullest extent permissible under Nevada law, as such law exists currently or as it may be amended in the future. Under Nevada law, such provision may not eliminate or limit director or officer monetary liability for (i) acts or omissions involving intentional misconduct, fraud, or a knowing violation of law or (ii) the payment of certain prohibited distributions. Such limitation of liability provision also may not limit a director's or officer's liability for violation of, or otherwise relieve Micro Imaging Technology Nevada or its directors or officers from the necessity of complying with, federal or state securities laws, or affect the availability of non-monetary remedies such as injunctive relief or rescission.

     California law permits indemnification of expenses incurred in derivative or third-party actions, except that, with respect to derivative actions, (a) no indemnification may be made when a person is adjudged liable to the corporation in the performance of that person's duty to the corporation and its shareholders unless a court determines such person is entitled to indemnity for expenses, and then such indemnification may be made only to the extent that such court shall determine, and (b) no indemnification may be made in respect of amounts paid in settling or otherwise disposing of a pending action, or expenses incurred in defending a pending action that is settled or otherwise disposed of, without court approval. Indemnification is permitted by California law only for acts taken in good faith and believed to be in the best interests of the corporation and its shareholders, as determined by a majority vote of a disinterested qu orum of the directors, independent legal counsel (if a quorum of independent directors is not obtainable), a majority vote of a quorum of the shareholders (excluding shares owned by the indemnified party), or the court handling the action.

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     California law requires indemnification when the individual has successfully defended the action on the merits (as opposed to Nevada law, which requires indemnification relating to a successful defense on the merits or otherwise). Nevada law generally permits indemnification of expenses incurred in the defense or settlement of a derivative or third-party action, provided that, unless a court orders indemnification or the corporation is bound to advance expenses as they are incurred, there is a determination by a disinterested quorum of the directors, by independent legal counsel, or by the stockholders that the person seeking indemnification acted in good faith and in a manner reasonably believed to be in or (in contrast to California law) not opposed to the best interests of the corporation. Without court approval, however, no indemnification may be made in respect of any derivative action in which suc h person is adjudged liable to the corporation. Nevada law requires indemnification of expenses when the individual being indemnified has successfully defended any action, claim, issue, or matter therein, whether on the merits or otherwise.

     Nevada law states that the indemnification provided by statute shall not be deemed exclusive of any other rights under the articles of incorporation, any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The current officer and director of the Company has not and does not intend to enter into an indemnification agreement with MMTC Nevada, Inc., but in the future such an indemnification agreement may be adopted that conforms to Nevada law and includes within its purview future changes in Nevada law that expand the permissible scope of indemnification of directors and officers of Nevada corporations.

     Nevada law provides that the articles of incorporation or bylaws or an agreement made by a corporation may provide that the expenses of directors and officers incurred in defending an action must be paid by the corporation as they are incurred and in advance of the final disposition of the action upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if the court ultimately determines that such person is not entitled to indemnification. The Articles of Incorporation and the Bylaws of MMTC Nevada provide that the Company shall indemnify directors and officers to the fullest extent permitted under Nevada law, and that the Company shall pay all expenses incurred in defending an action in advance. The Bylaws of MMTC Nevada also permit such indemnification of and advancement of expenses to employees and agents of the Company.

     Nevada law further provides that a corporation may purchase and maintain insurance or make other financial arrangements on behalf of any director, officer, employee, or agent of the corporation (or person who is serving in such capacity with another enterprise at the request of the corporation), whether or not the corporation has the authority to indemnify such person. These other financial arrangements may include a trust fund, self-insurance, securing the corporation's obligation by granting a security interest or other lien, or establishing a letter of credit, guaranty, or surety, although no financial arrangement may provide protection for intentional misconduct, fraud, or a knowing violation of law except with respect to the advancement of expenses or unless ordered by a court. In the absence of fraud, the decision of the board of directors as to the propriety of any insurance or other financial arrangement is conclusive, a nd the insurance or other financial arrangement is not void or voidable and does not subject any director approving it to personal liability even if such director is a beneficiary of the insurance or other financial arrangement. The Bylaws of MMTC Nevada permit the Company to purchase and maintain insurance and make such other financial arrangements.

     Inspection of Shareholder List. California law allows any shareholder to inspect the shareholder list, the accounting books and records, and the minutes of board and shareholder proceedings for a purpose reasonably related to such person's interest as a shareholder. California law provides, in addition, for an absolute right to inspect and copy the corporation's shareholder list by persons who hold an aggregate of five percent or more of a corporation's voting shares or who hold one percent or more of such shares and have filed a Schedule 14A with the Securities and Exchange Commission.

     Nevada law allows inspection of a stockholder list only upon five days' notice by either a person who has been a stockholder of record at least six months or a person holding, or authorized in writing by the holder of, five percent of the corporation's outstanding shares. In addition, the corporation may deny such inspection rights if the stockholder requesting disclosure refuses to sign an affidavit to the effect that (i) the inspection is not desired for a purpose that is in the interest of a business or object other than the business of the corporation and (ii) the stockholder has not at any time sold or offered for sale any list of stockholders of any corporation or aided and abetted any other person for such purpose. To inspect the accounting and financial books and records of a corporation, a stockholder must hold or have the written authorization of the holders of at least 15% of all issued and outstanding shares, and a c orporation may demand an affidavit to the effect that such inspection is not desired for any purpose not related to such person's interest in the corporation as a stockholder. No right to inspect the accounting and financial books and records applies to any corporation listed and traded on a recognized stock exchange or which furnishes detailed annual financial statements to its stockholders.

     Lack of access to stockholder records, even though unrelated to the stockholder's interests as a stockholder, could result in impairment of the stockholder's ability to coordinate opposition to management proposals, including proposals with respect to a change in control of the Company. However, California law provides that California provisions concerning the inspection of shareholder lists apply not only to California corporations but also to corporations organized under the laws of other states that have their principal executive offices in California or customarily hold meetings of the board in California, and that the California provisions concerning accounting books and records and the minutes of board and shareholder proceedings apply to any such foreign corporation that has its principal executive offices in California. For so long as the Company continues to have its principal executive offices in California and to hold board of directors meetings in California, and to the extent such provisions applicable to foreign corporations are enforceable, the Company will need to comply with California law concerning shareholder inspections.

     Dividends and Repurchases of Shares. Under California law, a corporation may not make any distribution (including dividends, whether in cash or other property, and repurchases of its shares) unless, immediately prior to the proposed distribution, the corporation's retained earnings equal or exceed the amount of the proposed distribution or, immediately after giving effect to such distribution, the corporation's assets (exclusive of goodwill, capitalized research and development expenses, and deferred charges) would be at least equal to 125% of its liabilities (not including deferred taxes, deferred income, and other deferred credits) and the corporation's current assets would be at least equal to its current liabilities (or 125% of its current liabilities if the average pre-tax and pre-interest expense earnings for the preceding two fiscal years were less than the average interest expense for such years). Californi a also prohibits any distribution if the corporation or subsidiary making the distribution is or would be likely to be unable to meet its liabilities. California also prohibits making any distribution to a class or series of shares junior to another class or series with respect to a liquidation preference unless after giving effect to the distribution the excess of assets over liabilities is at least equal to the liquidation preference of all such shares or, in the case of a dividend preference, retained earnings prior to the distribution at least equal the proposed distribution plus cumulative dividends in arrears on all such shares.

     Nevada law prohibits a distribution (including dividends, purchases, redemptions or other acquisition of shares, distributions of indebtedness, or otherwise) if, after giving effect to the distribution, (i) the corporation would not be able to pay its debts as they become due in the usual course of business or (ii) except as provided in the articles of incorporation, the corporation's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the corporation were to be dissolved at the time of distribution, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution.

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     To date, the Company has not paid cash dividends on its capital stock. It is the present policy of the Board of Directors to retain earnings for use in the Company's business, and the Company does not anticipate paying cash dividends on its capital stock in the foreseeable future.

     Shareholder Voting. Both California and Nevada law generally require that a majority of shareholders of both the acquiring and target corporations approve statutory mergers. Nevada law does not require a stockholder vote of the surviving corporation in a merger (unless the corporation provides otherwise in its articles of incorporation) if (i) the merger agreement does not amend the existing articles of incorporation of the surviving corporation, (ii) each stockholder of the surviving corporation whose shares were outstanding before the merger will hold the same number of shares with identical designations, preferences, limitations, and relative rights after the merger, and (iii) the number of shares outstanding after the merger plus the number of shares issued as a result of the merger, either by conversion or exercise of securities issued pursuant to the merger, will not exceed by more than 10% the number of shar es of the surviving corporation outstanding immediately prior to the merger. California law contains a similar exception to its voting requirements for reorganizations where shareholders or the corporation itself, or both, immediately prior to the reorganization will own immediately after the reorganization equity securities constituting more than five-sixths of the voting power of the surviving or acquiring corporation or its parent entity. Both California and Nevada law also require that a sale of all or substantially all of the assets of a corporation be approved by a majority of the voting shares of the corporation transferring such assets. With certain exceptions, California law also requires that mergers, reorganizations, certain sales of assets, and similar transactions be approved by a majority vote of each class of shares outstanding. By contrast, Nevada law generally does not require class voting, except in certain transactions involving an amendment to the articles of incorporation that differenti ally affects a specific class of shares. As a result, stockholder approval of such transactions may be easier to obtain under Nevada law for companies that have more than one class of shares outstanding.   

     California law also requires that, except in a short-form merger or a merger of a parent corporation into its subsidiary in which it owns at least 90% of the outstanding shares, if a constituent corporation in the merger or its parent owns at least 50% of another constituent corporation in the merger, the non-redeemable common shares of a constituent corporation may be converted only into non-redeemable common shares of the surviving corporation or a parent party unless all shareholders of the class consent. This provision of California law may have the effect of making a "cash-out" merger by a majority shareholder more difficult to accomplish. Although Nevada law does not parallel California law in this respect, under some circumstances Sections 78.411 to 78.444 (business combinations with interested stockholders) and Sections 78.378 to 78.3793 (voting rights of acquiring person's control shares) of the Nevada General Corporation Law do provide similar protection against coercive two- tiered bids for a corporation in which the stockholders are not treated equally.

     California law provides that, except in certain circumstances, when a tender offer or a proposal for a reorganization or for a sale of assets is made by an interested party (generally a controlling or managing party of the target corporation), an affirmative opinion in writing as to the fairness of the consideration to be paid to the shareholders must be delivered to the shareholders. This fairness opinion requirement does not apply to a corporation that does not have shares held of record by at least 100 persons or to a transaction that has been qualified under California state securities laws. Furthermore, if a tender of shares or vote is sought pursuant to an interested party's proposal and a later proposal is made by another party at least ten days prior to the date of acceptance of the interested party proposal, the shareholders must be informed of the later offer and be afforded a reasonable opportunity to withdraw any vot e, consent, or Information or to withdraw any tendered shares. Nevada law has no comparable provision.

     Interested Director Transactions. Under both California and Nevada law, certain contracts or transactions in which one or more of a corporation's directors have an interest are not void or voidable because of such interest provided that certain conditions, such as obtaining the required approval and fulfilling the requirements of good faith and full disclosure, are met. With certain exceptions, the conditions are similar under California and Nevada law. Under California and Nevada law, either (i) the shareholders or the board of directors must approve any such contract or transaction after full disclosure of the material facts and, in the case of board approval, the contract or transaction must also be "just and reasonable" (in California) to the Corporation 19 or (ii) the contract or transaction must have been "just and reasonable" (in California) or "fair" (in Nevada) to the corporat ion at the time it was approved. In the latter case, California law explicitly places the burden of proof on the interested director. If board approval is sought, the contract or transaction must be approved by a majority vote of a quorum of the directors, without counting the vote of any interested directors (except that interested directors may be counted for purposes of establishing a quorum). Under California law, if shareholder approval is sought, the interested director is not entitled to vote such director's shares at a shareholder meeting with respect to any action regarding such contract or transaction, whereas Nevada law requires that such director's votes be counted for such purpose. Nevada law also provides that the transaction is not void or voidable if the fact of the common directorship, office, or financial interest at issue is not disclosed or known to the director at the time the transaction is brought before the board for action. Nevada law addresses not only interested directors but also transactions with interested officers.

     Shareholder Derivative Suits. California law provides that a shareholder bringing a derivative action on behalf of a corporation need not have been a shareholder at the time of the transaction in question, provided that certain tests are met. Under Nevada law, a stockholder may only bring a derivative action on behalf of the corporation if the stockholder was a stockholder of the corporation at the time of the transaction in question or his or her stock thereafter devolved upon him or her by operation of law. Nevada law also provides that a derivative action may not be maintained if it appears that the plaintiff does not fairly and adequately represent the interests of the stockholders similarly situated in enforcing the right of the corporation.

     Appraisal Rights. Under both California and Nevada law, a shareholder of a corporation participating in certain major corporate transactions may, under varying circumstances, be entitled to appraisal rights pursuant to which such shareholder may receive cash in the amount of the fair market value of his or her shares in lieu of the consideration he or she would otherwise receive in the transaction.

     Under Nevada law, dissenters' (or appraisal) rights are not available in a merger or share exchange if the shares held by the stockholders prior to the share exchange or merger were either listed on a national securities exchange or held by at least 2,000 stockholders of record, unless the articles of incorporation of the corporation provide for dissenters' rights or the stockholders are required to accept under the plan of merger or share exchange anything other than cash, shares of the surviving corporation, shares of a publicly traded or widely held corporation, or a combination of these.

     The limitations on the availability of appraisal rights under California law are different from those under Nevada law. Shareholders of a California corporation whose shares are listed on a national securities exchange or on a list of over-the-counter margin stocks issued by the Board of Governors of the Federal Reserve System generally do not have such appraisal rights unless the holders of at least five percent of the class of outstanding shares claim the right or unless the corporation or any law restricts the transfer of such shares. Appraisal rights are also unavailable if the shareholders of a corporation or the corporation itself, or both, immediately prior to the reorganization will own immediately after the reorganization equity securities constituting more than five-sixths of the voting power of the surviving or acquiring corporation or its parent entity (as will be the case under the Proposed Reincorporation). Apprais al or dissenters' rights are, therefore, not available to shareholders of Micro Imaging Technology with respect to the Proposed Reincorporation.

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     Dissolution. Under California law, shareholders holding 50% or more of the total voting power may authorize a corporation's dissolution, with or without the approval of the corporation's board of directors. Under Nevada law, a corporation generally may dissolve only upon the passing of a resolution by the corporation's board of directors and upon approval by the stockholders.

Application of the General Corporation Law of California to Nevada Corporations.

     Under Section 2115 of the California General Corporation Law, certain foreign corporations (i.e., corporations not organized under California law) are placed in a special category if they have characteristics of ownership and operation indicating that they have certain significant business contacts with California and more than one half of their voting securities are held of record by persons having addresses in California. So long as a Nevada or other foreign corporation is in this special category, and it does not qualify for one of the statutory exemptions, it is subject to a number of key provisions of the California General Corporation Law applicable to corporations incorporated in California. Among the more important provisions are those relating to the election and removal of directors, cumulative voting, prohibition of classified boards of directors in privately held corporations, standards of liability and indemnificati on of directors, distributions, dividends and repurchases of shares, shareholder meetings, approval of certain corporate transactions, dissenters' and appraisal rights, and inspection of corporate records. See "Significant Differences Between the Corporation Laws of California and Nevada" above. An exemption from Section 2115 is provided for corporations whose shares are listed on a major national securities exchange, or are traded on the Nasdaq National Market and has 800 or more shareholders as of the record date for its most recent annual meeting of shareholders. As MMTC Nevada will have its shares listed and publicly traded on the OTC Bulletin Board, the Company will not qualify for the exemption from 2115 described above. 

 Certain Federal Income Tax Consequences.

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     The following is a discussion of certain federal income tax consequences to holders of Micro Imaging Technology capital stock who receive MMTC Nevada capital stock in exchange for their Micro Imaging Technology capital stock as a result of the Proposed Reincorporation. No state, local, or foreign tax consequences are addressed herein.

     THIS DISCUSSION DOES NOT ADDRESS ALL THE TAX CONSEQUENCES OF THE PROPOSED REINCORPORATION THAT MAY BE RELEVANT TO PARTICULAR MICRO IMAGING TECHNOLOGY SHAREHOLDERS, INCLUDING WITHOUT LIMITATION DEALERS IN SECURITIES, HOLDERS OF STOCK OPTIONS, AND THOSE MICRO IMAGING TECHNOLOGY SHAREHOLDERS WHO ACQUIRED THEIR SHARES UPON THE EXERCISE OF STOCK OPTIONS. IN VIEW OF THE VARYING NATURE OF SUCH TAX CONSEQUENCES, SHAREHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE PROPOSED REINCORPORATION, INCLUDING THE APPLICABILITY OF FEDERAL, STATE, LOCAL, OR FOREIGN TAX LAWS.

     The Company has not requested a ruling from the Internal Revenue Service (the "IRS") or an opinion of counsel with respect to the federal income tax consequences of the Proposed Reincorporation under the Internal Revenue Code of 1986, as amended (the "Code"). The Company believes, however, that: (a) the Proposed Reincorporation will constitute a tax-free reorganization under Section 368(a) of the Code; (b) no gain or loss will be recognized by holders of capital stock of Micro Imaging Technology upon receipt of capital stock of MMTC Nevada pursuant to the Proposed Reincorporation; (c) the aggregate tax basis of the capital stock of MMTC Nevada received by each shareholder will be the same as the aggregate tax basis of the capital stock of Micro Imaging Technology held by such shareholder as a capital asset at the time of the Proposed Reincorporation; and (d) the holding period of the capital stock of MMTC Nev ada received by each shareholder of Micro Imaging Technology will include the period for which such shareholder held the capital stock of Micro Imaging Technology surrendered in exchange therefore, provided that such Micro Imaging Technology capital stock was held by such shareholder as a capital asset at the time of the Proposed Reincorporation.

     A successful IRS challenge to the tax-free status of the Proposed Reincorporation would result in a shareholder recognizing gain or loss with respect to each share of Micro Imaging Technology capital stock surrendered equal to the difference between that shareholder's basis in such share and the fair market value, as of the time of the Proposed Reincorporation, of the MMTC Nevada capital stock received in exchange therefore. In such event, a shareholder's aggregate basis in the shares of MMTC Nevada capital stock received in the exchange would equal such fair market value, and such shareholder's holding period for such shares would not include the period during which such shareholder held Micro Imaging Technology capital stock. State, local, or foreign income tax consequences to shareholders may vary from the federal tax consequences described above. 

SHAREHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE EFFECT OF THE PROPOSED REINCORPORATION UNDER APPLICABLE FEDERAL, STATE, LOCAL, OR FOREIGN INCOME TAX LAWS. 

The Company should not recognize gain or loss for federal income tax purposes as a result of the Proposed Reincorporation, and MMTC Nevada should succeed without adjustment to the federal income tax attributes of Micro Imaging Technology.

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Questions and Answers Concerning Only the Reincorporation into the State of Nevada by Merger

     This Information Statement is first being sent to stockholders on or about June 5, 2007. The following questions and answers are intended to respond to frequently asked questions concerning the reincorporation of Micro Imaging Technology in Nevada. These questions do not, and are not intended to, address all the questions that may be important to you. You should carefully read the entire Information Statement, as well as its appendices and the documents incorporated by reference in this Information Statement.

Q: Why is Micro Imaging Technology reincorporating in Nevada?

A: We believe that the Reincorporation in Nevada will give us more flexibility and simplicity in various corporate transactions. Nevada has adopted Revised Statutes that includes by statute many concepts created by judicial rulings in other jurisdictions and provides additional rights in connection with the issuance and redemption of stock.

Q: Why isn't Micro Imaging Technology holding a meeting of stockholders to approve the reincorporation?

A: The board of directors has already approved the reincorporation plan and has received the written consent of officers, directors, and affiliates that represent a majority of our outstanding shares of common stock and other voting interests. Under the California Corporations Code ("California Law") and our Articles of Incorporation this transaction may be approved by the written consent of a majority of the shares entitled to vote. Since we have already received written consents representing the necessary number of shares, a meeting is not necessary and represents a substantial and avoidable expense.

Q:  What are the principal features of the reincorporation?

A: The reincorporation will be accomplished by a merger of Micro Imaging Technology with and into our wholly owned subsidiary, MMTC Nevada. The shares of Micro Imaging Technology will cease to trade on the over-the-counter bulletin board market and the shares of MMTC Nevada will begin trading in their place beginning on or about the Effective Date, under a new CUSIP number and a new trading symbol which has not yet been assigned. Options and warrants to purchase common stock of Micro Imaging Technology will also be exchanged for similar securities issued by MMTC Nevada without adjustment as to the number of shares issuable or the total exercise price.

Q:  How will the reincorporation affect my ownership of Micro Imaging Technology?

A: After the effective date of the reincorporation and the exchange of your stock certificates, you will own the same number of shares. You will still own the same percentage of the Company as before, because we are maintaining the same number of total shares to be outstanding.

Q: How will the reincorporation affect the owners, officers, directors and employees of Micro Imaging Technology?

A: Our officers, directors and employees will become the officers, directors and employees of MMTC Nevada after the effective date of the reincorporation.

Q:  How will the reincorporation affect the business of Micro Imaging Technology?

A: MMTC Nevada will continue its business at the same locations and with the same assets. Micro Imaging Technology will cease to exist on the effective date of the reincorporation.

Q: How do I exchange certificates of Micro Imaging Technology for certificates of MMTC Nevada, INC.?

A: Enclosed with this Information Statement is a letter of transmittal and instructions for surrendering certificates representing our shares. If you are a record stockholder, you should complete the letter of transmittal and send it with certificates representing your shares to the address set forth in the letter. Upon surrender of a certificate for cancellation with a duly executed letter of transmittal, MMTC Nevada will issue a new certificate representing the number of whole shares of MMTC Nevada as soon as practical after the effective date of the reincorporation.

Q:  What happens if I do not surrender my certificates of Micro Imaging Technology?

A: You are not required to surrender certificates representing shares of Micro Imaging Technology to receive shares of MMTC Nevada. The Company’s Transfer Agent will maintain a record of your share ownership and you may exchange or sell your shares in the future, at which time the exchange will be recognized.

13

    14A Items 15, 16, 17 and 18 are inapplicable to this information statement.

    14A Item 19. Amendment of Charter, By-Laws or Other Documents.

            The Articles of Incorporation in Nevada would be amended to change the company name to "Shanxi Zhongke Spaceflight Agriculture Development Stock Co., Inc.", and a reverse split would be affected. No other amendments are being effected at this time.
          

    14A Item 20. Other Proposed Action.
                  

            Inapplicable to this information statement.

    14A Item 21. Voting Procedures.
                     

            Inapplicable to this information statement.

    14A Item 22. Information Required in Investment Company Proxy Statement.

            Inapplicable to this information statement.

FURTHER INFORMATION REQUIRED IN 14C INFORMATION STATEMENT

ITEM 2. Statement That Proxies Are Not Solicited

           WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

ITEM 3. Interest of Certain Persons in or Opposition to Matters to be Acted Upon.

 
ITEM 4. Proposals by Security Holders

         No proposals in opposition to this proposal have been received by the Company.

ITEM 5. Delivery of Documents to Security Holders Sharing an Address.

        Each security holder will be sent a copy of this information statement, even if sharing an address with another security holder.

ITEM 6. Exhibits

10.68	Share Exchange Agreement Between the Company and Zhongke
99.1.1	Success Mater Investment Limited Financial Report for Years Ended December 31, 2006 and 2005
99.1.2	Shanxi Qinyuan Agriculture Technology Development Co., Inc. Financial Report for Periods from December 27, 2006 (Inception) to December 31, 2006
99.1.3	Shanxi Zhongke Spaceflight Agriculture Development Stock Co., Ltd. Financial Report for Years Ended December 31, 2006 and 2005
99.1.4	Success Mater Investment Limited and Subsidiaries Financial Report for Three Months Ended March 31, 2007 and 2006.

14

SIGNATURES

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

MICRO IMAGING TECHNOLOGY, INC.

(Registrant)

By: /s/ Michael Brennan

Michael Brennan, Chief Executive Officer & Director

Dated: June 8, 2007

MATERIAL INCORPORATED BY REFERENCE:

Annual Report on Form 10KSB7, for the period ending October 31, 2006, filed February 15, 2007;

Quarterly Report on Form 10QSB, for the period ending January 31, 2007, filed on March 12, 2007;

Quarterly Report on Form 10QSB, for the period ending April 31, 2007, filed on June 6, 2007

15

EX-99

SUCCESS MATER INVESTMENT LIMITED
	AND SUBSIDIARIES
	(A Development Stage Company)
FINANCIAL REPORT
At March 31, 2007 and
For the Three Months Ended March 31, 2007 and 2006

SUCCESS MATER INVESTMENT LIMITED

AND SUBSIDIARIES

(A Development Stage Company)

INDEX

	PAGE
CONSOLIDATED BALANCE SHEET	2
CONSOLIDATED STATEMENT OF OPERATIONS	3
CONSOLIDATED STATEMENT OF CASH FLOWS	4
NOTE TO CONSOLIDATED FINANCIAL STATEMENTS	5-11

1

SUCCESS MATER INVESTMENT LIMITED AND SUBSIDIARIES

(A Development Stage Company)

CONSOLIDATED BALANCE SHEET

		March 31,
		2007
		(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	970,680
Prepaid expenses		30,639
Supplies		3,907
Total current assets		1,005,226
Property, Plant and Equipment, net (Note 3)		768,061
Land use right, net (Note 4)		51,289

Prepaid taxes		27,889
Total Assets	$	1,852,465
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses	$	68,860
Other payable		6,361
Security deposit		34,879
Total Current Liabilities		110,100
Minority Interest		129,351
Stockholders' Equity:
Common stock, par value $0.13, 10,000 shares authorized;
10 shares issued and outstanding as of March 31, 2007		1
Additional paid-in capital		3,874,539
Accumulated deficiency		(2,204,346)
Accumulated other comprehensive income		(57,180)
Stockholders' Equity		1,613,014
Total Liabilities and Stockholders' Equity	$	1,852,465

See Notes to Consolidated Financial Statements

2

SUCCESS MATER INVESTMENT LIMITED AND SUBSIDIARIES

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

						For the Period
		For the Three		For the Three		August 26, 2003
		Months Ended		Months Ended		(inception)
		March 31,		March 31,		to March 31,
		2007		2006		2007
		(unaudited)		(unaudited)		(unaudited)
Revenues
Sales	$	-	$	-	$	-
Costs of Sales		-		-		-
Gross Profit		-		-		-
Operating Expenses
Payroll and employee benefit		14,029		12,813		105,038
Depreciation expenses		73,494		1,498		93,519
Amortization expenses		286		276		3,573
Advertising fees		-		621		195,779
Professional fees		54,389		-		129,391
Consultancy fees		22,396		16,729		116,270

Research and development expenses	6,635	24,821	1,205,895
Travel and entertainment	34,369	12,887	181,772
Other general and administrative expenses	26,418	5,412	181,777
Total Operating Expenses	232,016	75,057	2,212,414
Income (Loss) from Operation	(232,016)	(75,057)	(2,212,414)
Other Income (Expenses)
Interest income	212	49	5,301
Total other income (expenses)	212	49	5,301
Income before income tax and
minority interest	(231,804)	(75,008)	(2,207,113)
Provision for Income Tax	-	-	-
Income before Minority Interest	(231,804)	(75,008)	(2,207,113)
Minority Interest	2,767	-	2,767
Net Income (Loss)	(229,037)	(75,008)	(2,204,346)
Other Comprehensive Income (Loss)
Effects of Foreign Currency Conversion	13,132	(8,703)	(57,180)

Comprehensive Income (Loss)	$	(215,905)	$	(83,711)	$	(2,261,526)
Basic and Fully Diluted Earnings per Share	$	(21,590.50)	$	(8,371.10)	$	(226,152.60)
Weighted average shares outstanding		10		10		10

See Notes to Consolidated Financial Statements

3

SUCCESS MATER INVESTMENT LIMITED AND SUBSIDIARIES

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

						For the Period
		For the Three		For the Three		August 26, 2003
		Months Ended		Months Ended		(inception)
		March 31,		March 31,		to March 31,
		2007		2006		2007
		(unaudited)		(unaudited)		(unaudited)
Operating Activities
Net income (loss)	$	(229,037)	$	(75,008)	$	(2,204,346)
Adjustments to reconcile net income (loss) to
net cash provided (used) by operating activities:

Minority interest	(2,767)	-	(2,767)
Depreciation	73,494	1,498	93,519
Amortization	286	276	3,573
Changes in operating assets and liabilities:
(Increase)/Decrease in supplies	7	(450)	(3,907)
(Increase)/Decrease in prepaid expenses	(5,638)	(4,692)	(30,639)
(Increase)/Decrease in prepaid taxes	(159)	(4,527)	(27,889)
Increase/(Decrease) in accounts payable and accrued expenses	6,945	182	68,860
Increase/(Decrease) in other payable	(12,874)	-	6,361
Increase/(Decrease) in security deposit	265	216	34,880
Net cash provided (used) by operating activities	(169,478)	(82,505)	(2,062,355)
Investing Activities
Purchase of fixed assets	(21,834)	(666)	(285,029)
Net cash (used) by investing activities	(21,834)	(666)	(285,029)
Financing Activities
Loans from shareholders	-	9,640	1,494,143
Proceeds from paid-in capital	-	124,801	1,867,573
Net cash provided (used) by financing activities	-	134,441	3,361,716
Increase (decrease) in cash	(191,312)	51,270	1,014,332

Effects of exchange rates on cash		29,117		(8,983)		(43,652)
Cash at beginning of period		1,132,875		45,828		-
Cash at end of period	$	970,680	$	88,115	$	970,680
Supplemental Disclosures of Cash Flow Information:
Cash paid (received) during year for:
Interest	$	-	$	-	$	-
Income taxes	$	-	$	-	$	-

See Notes to Consolidated Financial Statements

4

SUCCESS MATER INVESTMENT LIMITED

AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1-

BASIS OF PRESENTATION

The accompanying consolidated financial statements of Success Mater Investment Limited and subsidiaries ( the "Company" ), included herein were prepared, without audit, pursuant to rules and regulations of the Securities and Exchange Commission.  Because certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America were condensed or omitted pursuant to such rules and regulations, these financial statements should be read in conjunction with the financial statements and notes thereto included in the audited financial statements of the Company for the fiscal year ended December 31, 2006.

Note 2-

ORGANIZATION AND BUSINESS BACKGROUND

Success Mater Investment Limited ("Success" or the "Company") was incorporated on September 17, 2004 in Hong Kong under the Companies Ordinance as a limited liability company.  The Company was formed for the purpose of seeking and consummating a merger or acquisition with a business entity organized as a private corporation, partnership, or sole proprietorship as defined by Statement of Financial Accounting Standards (SFAS) No. 7.

On March 9, 2007, the sole shareholder of the Company entered into a Share Purchase Agreement (the “Agreement”) with the owners of Shanxi Qinyuan Agriculture Technology Development Co., Inc. ("Qinyuan"), a limited liability company incorporated in the People's Republic of China ("PRC") on December 27, 2006 with a registered capital of $129,870 (RMB1,000,000).  Pursuant to the Agreement,  the Company agreed to purchase 100% of the ownership in  Qinyuan for a cash consideration of $129,870.  Subsequent to the completion of the Agreement, Qinyuan became a wholly-owned subsidiary of Success.

On January 5, 2007, Qinyuan executed a share exchange agreement (the "Share Exchange") with Shanxi Zhongke Spaceflight Agriculture Development Stock Co., Ltd ("Zhongke"), whereby the shareholders of Qinyuan exchanged 97.72% of the ownership in Qinyuan for 97.72% of the ownership in Zhongke.  Subsequent to completion of the Share Exchange agreement, Zhongke became a subsidiary of Qinyuan.

Zhongke was incorporated  in Yangling City, Shanxi Province, PRC on August 26, 2003 under the Company Law of PRC.  The Company is principally engaged in the business of research and development of crop seeds.

On December 27, 2006, Zhongke executed an agreement with Mr. Zhang Hongjun, a PRC citizen, to establish a join venture, Shanxi Zhongke Luxiang Development, Inc. ("SZLD").  Pursuant to the agreement, Zhongke contributed cash of $769,200 (RMB 6,000,000) and a set of fruit juice production equipment to SZLD, and owns 95.65% ownership therein.  SZLD was subsequently incorporated on January 5, 2007, and is developing a business of fruit juice production and distribution.  Subsequent to completion of incorporation, SZLD became a subsidiary of the Zhongke.

5

SUCCESS MATER INVESTMENT LIMITED

AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 2-

ORGANIZATION AND BUSINESS BACKGROUND (continued)

Success, Qinyuan, Zhongke, and SZLD are hereafter referred to as the "Company".  The Company is principally engaged in the business of research and development of crop seeds.  The Company is also developing a business of fruit juice production and distribution via its subsidiary, SZLD.

The Company is considered to be a development stage company, as it has not generated revenue from operations.

The accompanying consolidated financial statements include the accounts of the Company and each of its subsidiaries listed above. Since the acquisitions represent a reorganization and is treated for accounting purpose as a recapitalization, the consolidated financial statements reflect the historical results of the Company and its subsidiaries.

Note 3-

GOING CONCERN

As reflected in the accompanying consolidated financial statements, the Company has an accumulated deficit of $2,204,346 at March 31, 2007 that includes operating losses of $639,663 and $229,037 for the year ended December 31, 2006 and the three months ended March 31, 2007, respectively.   These factors raise substantial doubt about its ability to continue as a going concern.  In view of the matters described above, recoverability of a major portion of the recorded asset amounts shown in the accompanying consolidated balance sheet is dependent upon continued operations of the company, which in turn is dependent upon the Company's ability to raise additional capital, obtain financing and succeed in its future operations.  The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Management has taken steps to revise its operating and financial requirements, which it believes are sufficient to provide the Company with the ability to continue as a going concern.  The Company is actively pursuing additional funding and a potential merger or acquisition candidate and strategic partners, which would enhance stockholders' investment.  Management believes that the above actions will allow the Company to continue operations through the next fiscal year.

6

SUCCESS MATER INVESTMENT LIMITED

AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 2-

SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP").  This basis of accounting differs from that used in the statutory accounts of the Company, which are prepared in accordance with the "Accounting Principles of China " ("PRC GAAP").  Certain accounting principles, which are stipulated by US GAAP, are not applicable in the PRC GAAP.  The difference between PRC GAAP accounts of the Company and its US GAAP financial statements is immaterial.

The consolidated financial statements include the accounts of the Company and all its majority-owned subsidiaries which require consolidation.  Inter-company transactions have been eliminated in consolidation.

The Company maintains its books and accounting records in PRC currency "Renminbi" ("RMB"), which is determined as the functional currency.  Transactions denominated in currencies other than RMB are translated into RMB at the exchange rates quoted by the People’s Bank of China (“PBOC”) prevailing at the date of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into RMB using the applicable exchange rates quoted by the PBOC at the balance sheet dates. Exchange differences are included in the statements of changes in shareholders' equity.  Gain and losses resulting from foreign currency transactions are included in operations.

The Company’s financial statements are translated into the reporting currency, the United States Dollar (“US$”).  Assets and liabilities of the Company are translated at the prevailing exchange rate at each reporting period end. Contributed capital accounts are translated using the historical rate of exchange when capital is injected. Income and expense accounts are translated at the average rate of exchange during the reporting period.  Translation adjustments resulting from translation of these consolidated financial statements are reflected as accumulated other comprehensive income (loss) in the consolidated statement of shareholders’ equity.

Translation adjustments resulting from this process are included in accumulated other comprehensive income (loss) in the consolidated statement of shareholders’ equity and amounted to $57,180 and $70,312 as of March 31, 2007 and December 31, 2006, respectively. The balance sheet amounts with the exception of equity at March 31, 2007 were translated at 7.74 RMB to $1.00 USD as compared to 7.80 RMB at December 31, 2006. The equity accounts were stated at their historical rate.  The average translation rates applied to income statement accounts for the three months ended March 31, 2007 was 7.77 RMB as compared to  7.96 RMB for the year ended December 31, 2006.

7

SUCCESS MATER INVESTMENT LIMITED

AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 2-

SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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.  Actual results when ultimately realized could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, deposits in banks with maturities of three months or less, and all highly liquid investments which are unrestricted as to withdrawal or use, and which have original maturities of three months or less.

Concentrations of Credit Risk

Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains its cash and cash equivalents with high-quality institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. Generally these deposits may be redeemed upon demand and therefore bear minimal risk.

Fair Value of Financial Instruments

The carrying value of financial instruments including cash and cash equivalents, receivables, accounts payable and accrued expenses, approximates their fair value at December 31, 2006 due to the relatively short-term nature of these instruments.

Supplies

Supplies are experimental materials used for research and development purpose.  Actual cost is used to value these materials and supplies.

8

SUCCESS MATER INVESTMENT LIMITED

AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 2-

SIGNIFICANT ACCOUNTING POLICIES

Valuation of Long-Lived assets

The Company periodically analyzes its long-lived assets for potential impairment, assessing the appropriateness of lives and recoverability of unamortized balances through measurement of undiscounted operating cash flows on a basis consistent with accounting principles generally accepted in the United States of America.

Property, Plant and Equipment

Property, plant and equipment are carried at cost.  The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized.

When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition.

Depreciation is calculated on a straight-line basis over the estimated useful life of the assets without residual value.  The percentages or depreciable life applied are:

Building and warehouses

20 years

Machinery and equipment

10 years

Office equipment and furniture

5 years

Motor vehicles

5 years

Land Use Right

All land belongs to the State in PRC.  Enterprises and individuals can pay the State a fee to obtain a right to use a piece of land for commercial purpose or residential purpose for an initial period of 50 years or 70 years, respectively.  The land use right can be sold, purchased, and exchanged in the market.  The successor owner of the land use right will reduce the amount of time which has been consumed by the predecessor owner.

The Company owns the right to use a piece of land, approximately 235 acre, located in the Heyang County, Shanxi Province for a forty-four-year period ended December 30, 2048; and a piece of land, approximately 1060 acre, also located in the Heyang County, Shaxi Province for a forty-seven-year period ended October 13, 2051.   The cost of these land use rights are amortized over their respective useful period, using the straight-line method with no residual value.

Revenue Recognition

Revenues are recognized when finished products are shipped to unaffiliated customers, both title and the risks and rewards of ownership are transferred or services have been rendered and accepted, and collectibility is reasonably assured.

9

SUCCESS MATER INVESTMENT LIMITED

AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 2-

SIGNIFICANT ACCOUNTING POLICIES

Research and Development Costs

Research and development costs are expensed when incurred. The major components of these research and development costs include experimental materials, labor cost, and payments to unaffiliated contractors who perform research and development function for the Company. The research and development costs were $6,635 and $5,653 for the three months ended March 31, 2007 and 2006, respectively.

Advertising Costs

Advertising costs are expensed as incurred and included as part of selling and marketing expenses in accordance with the American Institute of Certified Public Accountants ("AICPA") Statement of Position 93-7, "Reporting for Adverting Costs".  The advertising costs were $0, and $621 for the three months ended March 31, 2007 and 2006, respectively.

Sales Tax and Sale-related Taxes

Pursuant to the tax laws and regulation of PRC, a company is obligated to pay totally 5.5% of gross sales as sales tax and sales-related taxes. Since the Company is in the agriculture industry which is encouraged by the PRC government, the Company is exempt from sales tax and sales-related taxes.

Income Taxes

The Company accounts for income tax using SFAS No. 109 "Accounting for Income Taxes", which requires the asset and liability approach for financial accounting and reporting for income taxes.  Deferred tax assets and liabilities are recognized for the future tax consequences attributable to 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.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

10

SUCCESS MATER INVESTMENT LIMITED

AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 2-

SIGNIFICANT ACCOUNTING POLICIES

Loans from Owners and officers

 “Due to owners and officers” are temporally short-term loans from our owners and officers to finance the Company’s operation due to lack of cash resources.  These loans are unsecured, non-interest bearing and have no fixed terms of repayment, therefore, deemed payable on demand. Cash flows from these activities are classified as cash flows from financing activates. The total borrowing from owners and officers was $0 and $9,640 for three months ended March 31, 2007 and 2006, respectively.

Pension and Employee Benefits

Full time employees of the PRC entities participate in a government mandated multi-employer defined contribution plan pursuant to which certain pension benefits, medical care, unemployment insurance, employee housing fund and other welfare benefits are provided to employees. Chinese labor regulations require the Company to accrue for these benefits based on certain percentages of the employees' salaries. The Management believes full time employees who have passed the probation period are entitled to such benefits.  The total provisions for such employee benefits were $2,292 and $2,001 for the three months ended March 31, 2007 and 2006, respectively.

Statutory Reserves

Pursuant to the laws applicable to the PRC, PRC entities are required to make appropriations to three non-distributable reserve funds, the statutory surplus reserve, statutory public welfare fund, and discretionary surplus reserve, based on after-tax net earnings as determined in accordance with the PRC GAAP. Appropriation to the statutory surplus reserve should be at least 10% of the after-tax net earnings until the reserve is equal to 50% of the Company's registered capital.  Appropriation to the statutory public welfare fund is 10% of the after-tax net earnings.  The statutory public welfare fund is established for the purpose of providing employee facilities and other collective benefits to the employees and is non-distributable other than in liquidation.  No appropriations to the discretionary surplus reserve are made at the discretion of the Board of Directors.  Since the Company has been accumulating deficiency, no st atutory surplus reserve fund and statutory public welfare reserve fund have been made.

11

SUCCESS MATER INVESTMENT LIMITED

AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 3-

PROPERTY, PLANT AND EQUIPMENT

The following is a summary of property, plant and equipment:

March 31,

    2007

Building and warehouses

$

                96,616

Machinery and equipment

                2,563,816

Office equipment and furniture

37,546

Motor vehicles                                                                                                     126,271

2,824,249

Less: Accumulated depreciation                                                                        (2,056,188)

     Total

                 $

                                 768,061

Depreciation expense charged to operations was $73,494 and $1,498 for the three months ended March 31, 2007 and 2006, respectively.

Note 4-  LAND USE RIGHT

The following is a summary of land use right, less amortization:

March 31,

2007

Land use right

$

                57,443

Less: Amortization                                                                                               (6,154)

    Accounts  receivable, net

$

                 51,289

Amortization expense charged to operations was $286 and $276 for the three months ended March 31, 2007 and 2006, respectively.

12

SUCCESS MATER INVESTMENT LIMITED

AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 5-

INCOME TAX

The Company is governed by the PRC Income Tax Law and various local income tax laws, pursuant to which the Company generally is subject to an income tax at an effective rate of 33% (30% national income tax and 3% local income tax) on income as reported in its statutory financial statements after appropriate tax adjustments.

The provision for income taxes consisted of the following:

         For the Three Months Ended

          March 31,

2007

2006

Provision for PRC income tax

            $

   -   

            $

   -   

Total provision for income taxes

            $

   -   

            $

   -   

The following table reconciles the PRC statutory rates to the Company’s effective tax rate:

      For the Three Months Ended

      March 31,

2007

2006

China income taxes                                                            33.00%                    33.00%

Deferred tax benefit due to loss                                     -33.00%                   -33.00%

     Effective income tax rate

0.00%

0.00%

13

SUCCESS MATER INVESTMENT LIMITED

AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 6-

COMMITMENTS AND CONTINGENCIES

The Company faces a number of risks and challenges not typically associated with companies in North America and Western Europe, since its assets exist solely in the PRC, and its revenues are derived from its operations therein. The PRC is a developing country with an early stage market economic system, overshadowed by the state.  Its political and economic systems are very different from the more developed countries and are in a state of change.  The PRC also faces many social, economic and political challenges that may produce major shocks and instabilities and even crises, in both its domestic arena and in its relationships with other countries, including the United States.  Such shocks, instabilities and crises may in turn significantly and negatively affect the Company's performance.

Lease of land

The Company rents a piece of land, approximately 27 acre, for its experimental field in Yangling City, Shanxi Province.  The lease is non-cancelable and will expire in October 1, 2020.  Rent is due annually on very October 1. Rent expense charged to research and development expenses was $15,068 and $14,796 for the years ended December 31, 2006 and 2005, respectively.  At December 31, 2006, future minimum lease payments for the lease are as follows:

Year ending

December 31,

2007

$

             15,384

2008

             15,384

2009

             15,384

2010

             15,384

2011

             16,149

2012-2020                                                                                            101,534

$

             179,219

14

EX-10

AGREEMENT

CONCERNING THE EXCHANGE OF COMMON STOCK

BETWEEN

MICRO IMAGING TECHNOLOGY

AND

SHAANXI ZHONGKE SPACEFLIGHT AGRICULTURE DEVELOPMENT STOCK CO., LTD.

INDEX

ARTICLE I

-

PLAN OF EXCHANGE OF SECURITIES

            7

  1.1

-

Plan of Exchange

            7

  1.2

-

Cash Consideration and Escrow Requirements

7

  1.3

-

Distribution at Closing

8

  1.4

-

Shareholder Share Exchange

8

  1.5

-

Lockup-Leakout Agreement

8

  1.6

-

Exemption from Registration

9

  1.7

-

Change of Board Control

            9

  1.8

-

Closing

9

  1.9

-

Due Diligence

9

  1.10

-

Representations and Warranties Correct

10

  1.11

-

Termination

10

ARTICLE II

-

REPRESENTATIONS AND WARRANTIES OF ZHONGKE

10

  2.1

-

Organization

10

  2.2

-

Capital

11

  2.3

-

Subsidiaries

11

  2.4

-

Authority

11

  2.5

-

Corporate Power

            11

  2.6

-

Directors and Officers

11

  2.7

-

Financial Statements

12

  2.8

-

Absence of Changes

12

  2.9

-

Absence of Undisclosed Liabilities

            12

  2.10

-

Tax Returns

12

  2.11

-

Investigation of Financial Condition

12

  2.12

-

Patents, Trade Names and Rights

            12

  2.13

-

Compliance with Laws

12

  2.14

-

Litigation

12

  2.15

-

Full Disclosure

12

  2.16

-

Assets

13

  2.17

-

Material Contracts

13

  2.18

-

Indemnification of Officers and Directors

13

  2.19

-

General

13

1

ARTICLE III

-

REPRESENTATIONS AND WARRANTIES OF MMTC

13

  3.1

-

Organization

13

  3.2

-

Capital

13

  3.3

-

Subsidiaries

14

  3.4

-

Directors and Officers

14

  3.5

-

Financial Statements

14

  3.6

-

Changes in Financial Condition

15

  3.7

-

Absence of Undisclosed Liabilities

            15

  3.8

-

Tax Returns

15

  3.9

-

Investigation of Financial Condition

15

  3.10

-

Patents, Trade Names and Rights

            15

  3.11

-

Compliance with Laws

15

  3.12

-

Litigation

16

  3.13

-

Authority

16

  3.14

-

Ability to Carry Out Obligations

16

  3.15

-

Full Disclosure

16

  3.16

-

Assets

17

  3.17

-

Material Contracts

17

  3.18

-

Market for Company Stock

17

ARTICLE IV

-

REPRESENTATIONS AND WARRANTIES

OF ZHONGKE  SHAREHOLDERS                                  18

  4.1

-

Share Ownership

            18

  4.2

-

Investment Intent

            18

  4.3

-

Legend

18

  4.4

-

Penny Stocks

19

ARTICLE V

COVENANTS

20

  5.1

-

Investigative Rights

20

  5.2

-

Conduct of Business

20

  5.3

-

Indemnification

20

ARTICLE VI

-

CONDITIONS PRECEDENT TO MMTC’S

PERFORMANCE

20

  6.1

-

Conditions

20

  6.2

-

Accuracy of Representations

20

  6.3

-

Performance

20

  6.4

-

Absence of Litigation

20

  6.5

-

Officer's Certificate

21

  6.6

-

Legal Opinion

21

ARTICLE VII

-

CONDITIONS PRECEDENT TO ZHONGKE’S

PERFORMANCE

21

  7.1

-

Conditions

21

  7.2

-

MMTC Regulatory Compliance

21

  7.3

-

Accuracy of Representations

21

2

  7.4

-

Performance

21

  7.5

-

Absence of Litigation

21

  7.6

-

Current Status

21

  7.7

-

Assets of MMTC

            21

  7.8

-

Officer's Certificate

22

  7.9

-

Legal Opinion

22

ARTICLE VIII

-

CLOSING

22

  8.1

-

Closing

22

  8.2

-

Other Events Occurring at Closing

            22

ARTICLE IX

-

MISCELLANEOUS

23

  9.1

-

Captions and Headings

23

  9.2

-

No Oral Change

            23

  9.3

-

Non-Waiver

23

  9.4

-

Time of Essence

            23

  9.5

-

Entire Agreement

            23

  9.6

-

Choice of Law

23

  9.7

-

Counterparts

23

  9.8

-

Notices

24

  9.9

-

Binding Effect

24

  9.10

-

Mutual Cooperation

24

  9.11

-

Announcements

            24

  9.12

-

Expenses

24

  9.13

-

Survival of Representations and

Warranties

24

  9.14

-

Exhibits

24

Signatures

25

3

AGREEMENT

THIS AGREEMENT made this 15th day of March, 2007, by and among MICRO IMAGING TECHNOLOGY, a California corporation ("MMTC"), and SHAANXI ZHONGKE SPACEFLIGHT AGRICULTURE DEVELOPMENT STOCK CO., LTD.  (“ZHONGKE”), A P.R.CHINA’S CORPORATION (“Zhongke”), majority shareholders of Zhongke, Shannxi Qin Yuan Agriculture Scientific Development Limited . (the “QY”) and certain individual stockholders of MMTC.

BACKGROUND

Shaanxi Zhongke Spaceflight Agriculture Development Stock Co., Ltd. is a corporation organized under the laws of the P.R. China Approved by the Shaanxi provincial government on May 18, 2004, number 2004 No.40. Zhongke is now held by Shannxi Qin Yuan Agriculture Scientific Development Limited  (the “QY”) with majority of 98%. Its offices are located in Xian, Shaanxi Province, Peoples Republic of China.

Zhongke is a diversified business stock company, mainly dealing with the research of breeding, producing, vending space seeds, space Chinese herbals and the green foods. It currently is engaged in cultivation of a variety of horticultural crops, flowers and vegetation and either holds or is in the process of obtaining patents on a variety of genetically mutated space bred crops, tissues and creams. The Company is also exploring a neutraceutical equivalent to the class of statin drugs currently utilized in the treatment of heart disease.

MMTC, formerly Electropure, Inc., was established as a Nevada corporation and was qualified in the state of California on 8-14-2001. The Company is developing a real-time microbial detection and identification system with applications in the pharmaceutical, food processing, health and drinking water industries. MMTC has a website at http://www.micro-imaging.com.

MMTC is a publicly traded company, quoted on the OTCBB and pink sheets under the symbol “MMTC”, is obligated to file reports under the Securities Exchange Act of 1934, as amended and has caused all such reports to be filed.  

On or about February 26, 2007, MMTC and Zhongke entered into a letter of intent regarding the acquisition of Zhongke  through a reverse merger share exchange transaction.  Under the terms of the letter of intent, Zhongke will become a subsidiary of MMTC by the WOFE method set forth in Definition and Clause 1.1 c hereunder and will continue its existing business under the direction of a newly appointed board of directors.

NOW, THEREFORE, in consideration of the mutual promises, covenants and representations contained herein, the parties hereto agree as follows:

DEFINITIONS

For purposes of this agreement, the following definitions shall apply.  Accounting terms used in this Agreement and not otherwise defined herein shall have the meanings provided by GAAP.  Certain capitalized terms are used in this Agreement as specifically defined in this Section as follows:

“MMTC” is defined in the Preamble.

4

            “MMTC Financial Statements” means the audited and unaudited statements filed by MMTC with the Securities & Exchange Commission

“MMTC Stock” is defined in Section 1.1.

“Affiliate” means any Person directly or indirectly controlling, controlled by or under direct or indirect common control with Zhongke (or other specified Person) and shall include (a) any Person who is an officer, director or beneficial holder of at least 10% of the outstanding capital stock of Zhongke (or other specified Person), (b) any Person of which Zhongke (or other specified Person) or any officer or director of Zhongke (or other specified Person) shall, directly or indirectly, either beneficially own at least 10% of the outstanding equity securities or constitute at least a 10% participant, and (c) in the case of a specified Person who is an individual, Members of the Immediate Family of such Person..

“Agreement” means this Acquisition Agreement, which may also be sometimes called “Definitive Agreement” or “Plan of Exchange Agreement.”

“Balance Sheet Date” is December 31, 2006.

“Bylaws” means all written rules, regulations, procedures and bylaws and all other similar documents, relating to the management, governance or internal regulation of a Person other than an individual, each as from time to time amended or modified.

             "Certificate of Designations" means the Certificate of  Designations, establishing the rights and preferences of the Series C Convertible Preferred Stock of the Company, by resolution to be adopted at the closing and as attached hereto.

“Charter” means the articles or certificate of incorporation, statute, constitution, joint venture or partnership agreement or articles or other charter of any Person other than an individual, each as from time to time amended or modified.

“Closing” is defined as the process of actual exchange of cash, securities, voting control and ownership, which is scheduled to occur in the offices of Charles Barkley, Attorney as soon as all approvals have been obtained from government and regulatory authorities and the Board of Directors of MMTC, unless extended by the parties.

“Closing Date” shall be as per paragraph 1.8 or as soon thereafter as all regulatory approvals have been obtained or at such other place and time as the parties may otherwise agree.  

“Code” means the federal Internal Revenue Code of 1986 or any successor statute, and the rules and regulations there-under, as from time to time amended and in effect.

“Commission” means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act, the Exchange Act or both.

“Contractual Obligation” means, with respect to any Person, any contracts, agreements, deeds, mortgages, leases, licenses, other instruments, commitments, undertakings, arrangements or understandings, written or oral, or other documents, including any document or instrument evidencing indebtedness, to which any such Person is a party or otherwise subject to or bound by or to which any asset of any such Person is subject.

“Employee Benefit Plan” means each and all “employee benefit plans” as defined in section 3(3) of ERISA, maintained or contributed to by either MMTC or Zhongke, any of their Affiliates or any of their respective predecessors, or in which either MMTC or Zhongke, any of their Affiliates or any of their respective predecessors participates or participated and which provides benefits to employees of either MMTC or Zhongke or their spouses or covered dependents or with respect to which either MMTC or Zhongke has or may have a material

5

liability, including, (i) any such plans that are “employee welfare plans” as defined in section 3(1) of ERISA and (ii) any such plans that are “employee pension benefit plans” as defined in section 3(2) of ERISA.

“ERISA” means the Employee Retirement Income Security Act of 1974 or any successor statute and the rules and regulations thereunder, and in the case of any referenced section of any such statute, rule or regulation, any successor section thereof, collectively and as from time to time amended and in effect.

“ERISA Group”, with respect to any entity, means any Person which is a member of the same “controlled group” or under “common control”, within the meaning of section 414(b) or (c) of the Code or section 4001(b)(1) of ERISA, with such entity.

“Exchange Act” means the Securities Exchange Act of 1934, or any successor federal statute, and the rules and regulations of the Commission thereunder, all as from time to time amended and in effect.

“GAAP” means United States generally accepted accounting principles, as in effect from time to time, consistently applied.

“Zhongke” is defined in the Preamble.

“Zhongke Financial Statements” means the Financial Statements of For The Six Months Period Ended June 30, 2006. for The Years Ended December 31, 2005 and 2006. .

“Zhongke  Intellectual Property” is defined in Section 4.18(b).

“QY Shareholders” means the legal owners of the shares represented by the certificates of. Shannxi Qin Yuan Agriculture Scientific Development Limited, who are identified in  a legal opinion to MMTC as Nue Feng Ying owning 80% and Zhu Yuan Fen owning 20%.

“Zhongke Shareholders” means the beneficial owners of the shares for whom Nue Feng Ying， ZhuYuan Fen or Hong Kong Company individually or collectively act as trustee and finally become the shareholder of MMTC of. Shannxi Qin Yuan Agriculture Scientific Development Limited

“Legal Requirement” means any federal, state or local law, statute, standard, ordinance, code, order, rule, regulation, resolution, promulgation or any final order, judgment or decree of any court, arbitrator, tribunal or governmental authority, or any license, franchise, permit or similar right granted under any of the foregoing.

“Material Adverse Effect” means a material adverse effect upon the business, assets, financial condition, income or prospects of the party in question.

“Members of the Immediate Family,” as applied to any individual, means each parent, spouse, child, brother, sister or the spouse of a child, brother or sister of the individual, and each trust created for the benefit of one or more of such persons and each custodian of a property of one or more such persons.

“MMTC Shareholders” means the legal and beneficial owners of the shares represented by the certificates of MICRO IMAGING TECHNOLOGY.

“Pension Plan” means each pension plan (as defined in section 3(2) of ERISA) established or maintained, or to which contributions are or were made by Zhongke or any of its Subsidiaries or former Subsidiaries, or any Person which is a member of the same ERISA Group with any of the foregoing.

6

“Person” means an individual, partnership, corporation, company, association, trust, joint venture, unincorporated organization and any governmental department or agency or political subdivision.

“Securities Act” means the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be from time to time amended and in effect.

“Securities Exchange Act” or “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be from time to time amended and in effect.

“QY” is defined in the Preamble.

“Subsidiary” means any Person of which either MMTC or Zhongke now or hereafter shall at the time (a) own directly or indirectly through a Subsidiary at least 50% of the outstanding capital stock (or other shares of beneficial interest) entitled to vote generally or (b) constitute a general partner.

“Shareholders” means the beneficial owners of the shares represented by the certificates

“QY Financial Statements" means the Financial Statements of Shannxi Qin Yuan Agriculture Scientific Development Limited .for the Period Ended 15 April, 2007

“Welfare Plan” means each welfare plan (as defined in section 3(l) of ERISA) established or maintained, or to which any contributions are or were made, by Zhongke or any of its Subsidiaries or any Person which is a member of the same ERISA Group with any of the foregoing.

ARTICLE I

PLAN OF EXCHANGE OF SECURITIES

MMTC is a California corporation that has authorized 100,000,000 shares of common stock, par value $0.001, of which approximately 25,000,000 shares on a fully diluted basis will be currently outstanding at the time of closing. MMTC also has issued 250,000 Series C convertible preferred shares, $1.00 par value,  with a conversion ratio of 4 shares of common for 1 share of preferred; 250,000 Series D convertible preferred shares, $1.00 par value, with a conversion ratio of 2 shares of common for 1 share of preferred and 83,982 shares of Class B common stock. The estimated 25 Million outstanding shares are computed after taking into account all securities which could be converted to common.

The parties hereby propose to have MMTC acquire most of the issued and outstanding shares of Zhongke (or its corporate parent) for shares of MMTC common stock (the "Shares"), which shall be issued to Zhongke Shareholders at the Closing. The share exchange is expected to be on the following terms:

1.1

Plan of Exchange.  The parties intend to issue sufficient securities such that Zhongke  Shareholders shall become the majority holder of securities and therefore control the operations of MMTC and the current Zhongke Shareholders shall effectively acquire voting and operational control of MMTC through a “reverse acquisition.” by way of WOFE set forth in Definition and Clause 1.2 and 2.3  hereafterf.

7

(a)  

Earnest Money Deposit.

  Zhongke has deposited $50,000 US Dollars in escrow with Charles Barkley, its U. S. counsel, in his trust account. If the transaction fails to close for any reason other than fault by MMTC within fifteen days of all PRC and US approvals then this earnest money deposit shall be due and payable to MMTC, without recourse or setoff by Zhongke. If PRC approvals have not been obtained by May 15, 2007, then MMTC can elect to terminate this agreement and be immediately paid the $50,000 deposited in escrow, as referenced above. 

(b)                    Cash Consideration and Escrow Requirements.  After the $50,000 deposit referenced above has been paid, Zhongke shall pay at closing an additional total of Four Hundred Thirty Thousand U. S. Dollars ($430,000.00) cash to MMTC, for a total cash consideration of $480,000.  MMTC shall deliver the corporate shell without assets or liabilities at closing (except the existing business of MMTC, which will have a record date for a shareholder dividend that has been set earlier, but for which the mechanical distribution has not occurred, and will occur within 30 days of closing, or at some reasonable time as agreed by the parties) and MMTC shall employ the funds as needed to liquidate and remove all debts or liabilities, including any payments to its attorneys and consultants, incurred as a result of the Definiti ve Agreement.

(c)

Reverse Stock Split. Prior to the closing of this transaction and upon obtaining approval of the shareholders, MMTC will effect a reverse stock split of issued and outstanding shares, including any securities associated with any outstanding options, warrants or other securities. MMTC shall cause approximately a 1-for-100 reverse stock split or such other reverse stock split as may be required to effectively lower the issued and outstanding shares, on a fully diluted basis to 250,000 shares immediately prior to closing.

(d)        81,550,000 newly issued shares (post split) shall be issued to the shareholders of Zhongke or their designees at closing from the existing authorized shares.

1.2

Compliance with Chinese “WOFE” Regulations..  The parties acknowledge that approval from Xi'An City and/or Shaanxi provincial governments in the PRC may be required for transfer by Zhongke to MMTC and therefore give advance consent to nominal changes needed for such approval. If necessary, in the opinion of Chinese counsel, this may include transfer of about 80% shares of Zhongke to QY, and then QY transfer 100% equities to a Hong Kong Company(HKC), which is a nominee company of Zhongke and /or QY, and Zhongke will be  indirectly owned by QY, and QY becomes a wholly owned foreign entity (WOFE). Provided, however, that the nominal transfer shall not alter the valuation or operations of Zhongke.  In that event, all of Zhongke’s rights, responsibilities and benefits under this Agreement shall be assigned to and assumed by HKC. All PRC approvals shall be obtained by 15 May 2007.

8

1.3

Reverse Triangular Merger.

The parties intend that this exchange will be tax free under Section 368 of the Internal Revenue Code to the fullest extent possible. If necessary in the opinion of tax counsel to preserve tax free status, MMTC will establish a special purpose California corporation as a wholly owned subsidiary designated as MMTC Merger Corporation or some similar name.  Zhongke shall merge with MMTC Merger Corporation and shall be the surviving entity. The Board of Directors and Management of MMTC and Zhongke shall consent to all acts reasonably necessary for the establishment of   MMTC Merger Corporation and the subsequent merger. To the extent required by applicable law, the merger shall be approved by the shareholders of both corporations and this Acquisition Agreement shall be incorporated by reference into any Plan of Exchange between the companies. MMTC will file Articles of Merger or similar Articles effecting the merger under California law.

1.4

Reincorporation to Nevada. As part of the closing, MMTC shall also cause a reincorporation of MMTC to Nevada and an increase of its authorized capital to 300,000,000 shares of common stock, par value $0.001. MMTC shall, by its cost, make appropriate disclosures as to the reincorporation and increase in authorized capital to be included in the 14C and other filings as required.

1.5

Spin out of MMTC Operations.  Prior to closing MMTC shall take all corporate action required to effect a spin out of its Nevada subsidiary of the same name. The actual spin out shall take place as soon after closing as practical. MMTC shall cause securities to be distributed to its shareholders of record as of a record date immediately preceding the date of closing. The distribution of new securities in the spin out company shall be on a share for share basis with the holdings of MMTC on the record date. The spin out shall conform to the requirements of California corporations law and the federal securities laws.  MMTC shall warrant to Zhongke that the spin out shall not trigger rights of dissent or appraisal or other shareholder rights, except to the extent that such are liquidated and resolved by MMTC prior to closing.

1.6

Lockup-Leakout Agreement.  Certain of the officers, directors and affiliates of MMTC shall execute at closing lockup-leakout agreements (“lockup”) in a form suitable to counsel for Zhongke.  Under the terms of the lockup, these officers, directors and affiliates shall agree that no restrictive legends shall be removed nor shall any sales of restricted shares be completed, whether in compliance with Rule 144 or otherwise, for a 180 day period following closing.  Thereafter, for four consecutive quarters after that date, a non -cumulative aggregate of 30,000 shares may be released for resale under Rule 144 within any quarter.

1.7

Exemption from Registration.  The parties hereto intend that the MMTC Shares to be issued to the Zhongke Shareholders shall be exempt from the registration requirements of the Securities Act  pursuant to Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder.  The parties believe these transactions are private placements within the meaning of the rules and regulations under the Securities Act.  Each of these entities separately, and through their intermediaries, had a pre-existing relationship that had existed for at least 30 days.  MMTC will rely upon the exemptions from registration provided by Regulation S, Section 4(2) and Regulation D of the Securities  Act,  and  on comparable exemptions under the China Corporation Act and the China Securities Act and other state and foreign laws. It is understood that  these exemptions are available because the issuances will be made to a de minimus number of sophisticated persons, in transactions not involving a public offering.

1.8

Change of Board Control. At closing, the current Board of Directors shall tender resignations effective on Closing. Immediately prior to resigning, the Board shall hold a meeting in compliance with the notice or waiver of notice requirements of MMTC and shall then adopt resolutions  fixing the size of its Board of Directors at not less than three nor more than nine directors, and shall elect a new Board of Directors which shall  be appointed by Zhongke  and included in a shareholder vote and upon filing a Schedule 14F-1 in compliance with Rule 14F of the Securities Exchange Act:

Ao Jiangfeng

Chair

Ao Jiangfeng

Director

Effective on the Closing Date, MMTC shall elect new officers of MMTC to consist of, at least, the following persons:

Ao Jiangfeng

President and Executive Director,

Ao Jiangfeng

Supervisor

9

1.9

Closing. This Agreement shall become effective immediately upon approval and adoption by the parties hereto, in the manner provided by the law of the places of incorporation and constituent corporate documents, and upon compliance with governmental filing requirements, such as, without limitation, filings under the Exchange Act .  As such, Zhongke must document to MMTC’s satisfaction that it is prepared to file a Form 8-K within four business days of closing that meets the requirements in Form 8-K for the acquisition of a “shell” company. Closing shall occur when all conditions of closing have been met or are waived by the parties, including all required government approvals. The parties anticipate the filing of a Schedule 14F-1 Information Statement at least ten days prior to any change in majority of the Board of Directors of MMTC The Parties expect to make such filing after the Closing.The clo sing of the Agreement (the “Closing”) shall take place in Charlotte, North Carolina, at the offices of attorney Charles Barkley immediately after all conditions have been removed or as soon thereafter as all regulatory approvals have been obtained, or at such other place and time as the parties may otherwise agree.  

1.91

Due Diligence. Each party shall have furnished to the other party certain corporate and financial information to conduct its respective due diligence. If any party determines that there is a reason not to complete the Agreement as a result of their due diligence examination, then they must give written notice to the other party prior to the expiration of the due diligence examination period.

MMTC shall have delivered to Zhongke copies of each of the following which shall be true and correct copies in full force and effect as of the Closing date: (i) the Certificate of Incorporation of MMTC as of the Closing date certified by the Secretary of State of California as of a date not more than ten (10) days prior to the Closing; (ii) the Bylaws of MMTC, certified by MMTC’s secretary as of the Closing date; (iii) resolutions of the Board of Directors of MMTC, certified by MMTC’s secretary as of the Closing date, the form and substance of which are reasonably satisfactory to Zhongke, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby and thereby; and (iv) the most recent audit report and auditor’s letter including any items noted by the auditors to indicate a lack of internal control or other deficiency; and (v) good standing Certificate of MMTC.

Zhongke shall have delivered to MMTC an opinion of Chinese counsel, fluent in English and Mandarin, to the effect that counsel has reviewed (i) the Articles of Incorporation (ii) the Bylaws (iii) resolutions of the Board of Directors and (iv) the most recent audit report and auditor’s letter and found Zhongke and QY to be in compliance with the applicable laws and regulations pertinent to Zhongke and/or QY under the laws of the PRC and that the transactions hereby have been authorized and approved by the governing bodies of Zhongke and QY and all governmental and regulatory authority.

1.92

Representations and Warranties Correct. The representations and warranties made by the Parties herein shall have been true and correct when made and shall be true and correct on and as of the Closing date with the same force and effect as though made on and as of the Closing date.  All authorizations, approvals or permits of any governmental authority or regulatory body that are required in connection with the lawful issuance and sale of the MMTC Stock and the sale of Zhongke Stock pursuant to this Agreement shall have been duly obtained and shall be in full force and effect.

1.93

Termination. The Agreement may be terminated by written notice, at any time prior to closing, (i) by mutual consent, (ii) by either party during the due diligence phase, (iii) by either party, in the event that the transaction represented by the anticipated Plan of exchange has not been implemented and approved by the proper governmental authorities 90 days from the date of this Agreement, or (iv) if payments scheduled in the Escrow Agreement are not

10

received when occurs. In the event that termination of the Plan of exchange by either or both, as provided above, the Plan of exchange shall become void and there shall be no liability on the part of either party, other than as set forth in 1(a) above.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF Zhongke and QY

QY, Zhongke hereby represent and warrant to MMTC that:

2.1

Organization.

  ZQY is a corporation duly organized  validly existing and in good standing under the laws of People’s Republic of China, has all necessary corporate powers to own its properties and to carry on its business as now owned and operated by it, and is duly qualified to do business and is in good standing in each of the states where its business requires qualification. Zhongke is a corporation duly organized on September 8, 1988, validly existing and in good standing under the laws of the People’s Republic of China, has all necessary corporate powers to own its properties and to carry on its business as now owned and operated by it, and is duly qualified to do business and is in good standing in each of the states where its business requires qualification.

2.2

Capital.

The authorized capital stock of Zhongke consists solely of 158,000,000 RMB, of which ____________ shares are issued and outstanding. All of the issued and outstanding shares of Zhongke are duly and validly issued, fully paid and nonassessable.  There are no outstanding subscriptions, options, rights, warrants, debentures, instruments, convertible securities or other agreements or commitments obligating Zhongke to issue or to transfer from treasury any additional shares of its capital stock of any class.  Zhongke shall furnish a legal opinion to MMTC to the effect that two natural persons own 97.7% of the shares: Nue Feng Ying owning 80% and Zhu Yuan Fen owns 20%.

There is no other outstanding capital stock, warrants and options as of the date of the Agreement. All of the outstanding shares of capital stock of Zhongke and QY are validly issued, fully paid, nonassessable and subject to no lien or restriction on transfer, except restrictions on transfer imposed by applicable securities laws.

2.3

Subsidiaries.

 As of closing, QY shall be a 100% owned subsidiary of a Hong Kong Company(HKC) designed to comply with PRC “WOFE” regulations, but shall have consolidated 100% of its assets and operations with QY.  Neither QY nor HKC has other subsidiaries, affiliated companies or other associated entities and does not own any interest in any other enterprise, except as disclosed in the audit report. HKC shall become a wholly owned subsidiary of MMTC by exchanging all authorized, issued, and unissued shares to MMTC in consideration of this Agreement. If the situation mentioned in 1.1(c) happens so that WOFE module has to be taken, then Zhongke shall be directly owned by QY, and QY shall be wholly owned foreign entity of HKC, and HKC will become a wholly owned subsidiary of MMTC.

.

2.4

Authority.

The Board of Directors of Zhongke have authorized the execution of this Agreement and the consummation of the transactions contemplated herein, and Zhongke  have full power and authority to execute, deliver and perform this Agreement, and this Agreement is a legal, valid and binding obligation of Zhongke and is enforceable in accordance with its terms and conditions. All shareholder approval and corporate action on the part of Zhongke necessary for the due authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated herein has been or will be taken prior to the Closing date.  This Agreement is a legal, valid and binding agreements of QY,, enforceable in accordance with their terms.  The execution, delivery and performance by QY of this Agreement and the sale of Zhongke shares will not result in any violation of or be in conflict with, or result in a breach of or constitute a default und er, any term or provision of any Legal Requirement to which

11

QY,  Zhongke is subject, or any Charter or Bylaws of  Zhongke, or any Contractual Obligation to which QY is a party or by which  Zhongke /or QY is bound.

2.5

Corporate Power.  QY have all necessary power and authority to enter into and perform this Agreement and to sell the Zhongke shares hereunder. Zhongke have all necessary power and authority to own all the properties owned by it and to carry on the businesses now conducted or presently proposed to be conducted by it.  QY, Zhongke have taken all action necessary to authorize this Agreement and the sale of the Zhongke shares to be sold hereunder. The execution and delivery of this Agreement by  Zhongke and the performance by  Zhongke of its obligations hereunder in the time and manner contemplated will not cause, constitute or conflict with or result in (a) any breach or violation of any of the provisions of or constitute a default under any license, indenture, mortgage, instrument, article of incorporation, bylaw, or other agreement or instrument to which  Zhongke is a party, or by which it may be bound, nor will any con sents or authorizations of any party other than those hereto be required; (b) an event that would permit any party to any agreement or instrument to terminate it or to accelerate the maturity of any indebtedness or other obligation of  Zhongke; or (c) an event that would result in the creation or imposition of any lien, charge or encumbrance on any asset of Zhongke and QY.

2.6

Directors and Officers.

The names and titles of all directors and officers of  Zhongke as of the date of this Agreement are:

Zhongke:  

Chair Ao Jiangfeng

Director Ao Jiangfeng

President and Executive Director,  Ao Jiangfeng

            2.7

            Financial Statements.

            Zhongke shall furnish, upon request, its unaudited financial statements for the years ended December 31, 2004, 2005 and 2006.  The financial statements have been prepared in accordance with generally accepted accounting principles and practices consistently followed throughout the periods indicated, and fairly present the financial position as of the dates of the balance sheets included in the financial statements and the results of operations for the periods indicated. Zhongke has engaged auditors approved by the Public Company Accounting Oversight Board (PCAOB) and has furnished a copy of the engagement letter to MMTC.

2.8

Absence of Changes.

Since the date of  Zhongke’s most recent financial statements, there have not been any undisclosed changes in the financial condition or operations of  Zhongke, except for changes in the ordinary course of business, which changes have not in the aggregate been materially adverse.

2.9

Absence of Undisclosed Liabilities.

As of the date of  Zhongke’s most recent balance sheet, Zhongke did not have any material debt, liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, that is not reflected in such balance sheet.

2.10

Tax Returns.

Within the times and in the manner prescribed by law, Zhongke and QY have filed all federal, state and local tax returns required by law and has paid all taxes, assessments and penalties due and payable except for those for which returns are not yet due.  The provisions for taxes, if any, reflected in Exhibit 2.5 are adequate for the periods indicated.  There are no present disputes as to taxes of any nature payable by Zhongke and QY.

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2.11

Investigation of Financial Condition.

Without in any manner reducing or otherwise mitigating the representations contained herein, MMTC and its legal counsel and accountants shall have the opportunity to meet with  Zhongke’s legal counsel and  accountants to discuss the financial condition of  Zhongke.  Zhongke shall make available to MMTC all books and records of  Zhongke.

2.12

Patents, Trade Names and Rights.   To the best of its knowledge, Zhongke is not infringing upon or otherwise acting adversely to the right or claimed right of any person with respect to patents, trade names and rights.

2.13

Compliance with Laws.

Zhongke has complied with, and are not in violation of, applicable federal, state or local statutes, laws and regulations (including, without limitation, and to the knowledge of the officers of Zhongke, any applicable building, zoning or other law, ordinance or regulation) affecting its properties or the operation of its business.

2.14

Litigation.

Zhongke is not a defendant to any suit, action, arbitration or legal, administrative or other proceeding, or governmental investigation which is pending or, to the best knowledge of  Zhongke, threatened against or affecting Zhongke or QY or its business, assets or financial condition.  Zhongke is not in default with respect to any order, writ, injunction or decree of any federal, state, local or foreign court, department, agency or instrumentality applicable to it.  Zhongke is not engaged in any material lawsuits to recover monies due it.

2.15

Full Disclosure.

None of the representations and warranties made by Zhongke herein or in any exhibit, certificate or memorandum furnished or to be furnished by  Zhongke, or on its behalf, contains or will contain any untrue statement of material fact or omit any material fact the omission of which would be misleading.

2.16

Assets.

 Zhongke has good and marketable title to all of its property, free and clear of all liens, claims and encumbrances, except as otherwise indicated in the financial statements.

2.17

Material Contracts.

Zhongke has no material contracts other than distribution agreements, except as set forth on the financial statements or schedules herein.

2.18

Indemnification of Officers and Directors.

The parties acknowledge and agree that prior to execution of this Agreement, each party had separately adopted resolutions and bylaws affording indemnification, to the fullest extent permitted by law, of all officers, directors, promoters, attorneys and other responsible persons, past or present for liability, which arises out of or pertains to any non-intentional action or omission taken in good faith while serving in such capacity on behalf of the Corporation.  The parties hereby agree that each shall, to the fullest extent permitted by law, retain and maintain such indemnification provisions with respect to its officers and directors and that each party shall hereafter continuously maintain the fullest indemnification of officers and directors as permitted by law.

2.19

General.  All instruments and legal and corporate proceedings in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory in form and substance and  Zhongke shall have received copies of all documents, including records of corporate proceedings and officers’ certificates, which they may have reasonably requested in connection therewith. All covenants, agreements and conditions contained in this Agreement to be performed or complied with by the Parties on or prior to the Closing shall have been performed or complied with and  Zhongke shall not be in default in the performance of or compliance with any provisions of this Agreement.  Zhongke shall have delivered to MMTC an Officer’s Certificate from the chief executive officer or chief financial officer or acceptable agent thereof, dated the date of the Closing date, certifying to all representations and warranties required by this Agreement.

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ARTICLE III

                                                                        REPRESENTATIONS AND WARRANTIES OF MMTC

MMTC represents and warrants to Zhongke and QY that:

3.1

Organization.

MMTC is a corporation duly organized, validly existing and in good standing under the laws of California, has all necessary corporate powers to own its properties and to carry on its business as now owned and operated by it, and is duly qualified to do business and is in good standing in each of the states where its business requires qualification.

3.2

Capital.  The capital stock of MMTC consists of common voting stock, preferred stock and options to purchase stock. There are no outstanding subscriptions, options, rights, warrants, debentures, instruments, convertible securities or other agreements, commitments or obligations of MMTC to issue or to transfer from treasury any additional shares of its capital stock of any class, except as set forth in Section 3.2. .

(a)

Common Stock. The authorized capital stock of MMTC consists of 100,000,000 shares of common stock, $0.01 par value of which approximately 24,216,058 shares of common stock are currently issued and outstanding. The Company also authorized 839,825 shares of a Class B common stock, $0.01 par value, of which 83,983 shares are issued and outstanding.  

(b)

Preferred Stock.  The Company has also authorized 250,000  shares of Series C Preferred Stock and 250,000  shares of Series C Preferred Stock. The Preferred Stock has a par value of $1.00, bears no coupon and is convertible into common stock on a 4 to 1 and 2 to 1 basis respectively. All shares of Preferred Stock are issued or outstanding.

The Board of Directors designated a series of preferred stock, Preferred Stock Series "B". The maximum shares under the series is 8,000,000. The Preferred Stock Series B has a par value of $.01, accrues no dividends and converts on a 1 to 1 basis into common stock. No shares of Preferred Stock Series "B" are issued or outstanding.

3.3

Subsidiaries.

MMTC has one subsidiary, being a Nevada corporation of the same name. Except as stated, the Company has no other subsidiaries and does not own any interest in any other enterprise.

3.4

Directors and Officers.

The names and titles of all directors and officers of MMTC as of the date of this Agreement are:

Name	Age		Position
Michael W. Brennan	63		Director (Chairman) and Chief Executive Officer
Ralph W. Emerson	60		Director
George R. Farquhar	65		Chief Operating Officer
Victor A. Hollander	73	D	Director
Catherine Patterson	54		Chief Financial Officer and Secretary

3.5

Financial Statements.

Zhongke has been furnished with complete and correct copies of the following financial statements of MMTC (the “MMTC Financial Statements”): (a) the audited balance sheet of MMTC as of October 31, 2006 and the respective related consolidated

14

statements of income, retained earnings and cash flows for the twelve month period then ended, and (b) the audited consolidated balance sheet of MMTC as of October 31, 2006 together with the related consolidated statements of operations, retained earnings and cash flows for the twelve month period then ended. The MMTC Financial Statements have been prepared in accordance with GAAP consistently applied, and fairly and accurately present the financial condition of MMTC at the date thereof and the results of its operations for the period covered thereby. All the books, records and accounts of MMTC are accurate and complete, are in accordance with good business practice and all laws, regulations and rules applicable to MMTC the conduct of its business and accurately present and reflect all of the transactions described therein.

The parties acknowledge that an audit for the period ending October 31, 2006 was prepared by the Company's auditors Jeffery S. Gilbert., Los Angeles, CA. There have been no material disagreements with the auditors, all auditing invoices have been paid in full and the Company will obtain consents as necessary to change auditors if requested by the Company’s newly elected Board of Directors. The financial statements filed with Forms 10-KSB and 10-QSB have been prepared in accordance with the rules and guidelines of the Public Company Accounting Oversight Board (“PCAOB”) and generally accepted accounting principles and practices (“GAAP”) consistently followed by MMTC throughout the period indicated, and fairly present the financial position of MMTC as of the date of the balance sheet included in the financial statements and the results of operations for the period indicated.

3.6

Changes in Financial Condition.

Since the Balance Sheet Date, there have occurred no event or events that, individually or in the aggregate, have caused or will cause a Material Adverse Effect. MMTC has not (a) declared any dividend or other distribution on any shares of its capital stock, (b) made any payment (other than compensation to its directors, officers and employees at rates in effect prior to the Balance Sheet Date or for bonuses accrued in accordance with normal practice prior to the Balance Sheet Date) to any of its Affiliates, (c) increased the compensation, including bonuses, payable or to be payable to any of its directors, officers, employees or Affiliates, or (d) entered into any Contractual Obligation, or entered into or performed any other transaction, not in the ordinary and usual course of business and consistent with past practice, other than as specifically contemplated by this Agreement.

3.7

Absence of Undisclosed Liabilities.

As of the closing date MMTC does not have any liabilities or obligations, contingent or otherwise, which are not reflected or provided for in the Distribution of Proceeds contained in Article I. MMTC (i) does not have any outstanding indebtedness for borrowed money or for any other purpose and (ii) except as reflected, is not a guarantor or otherwise contingently liable on such indebtedness of any other Person. At closing MMTC shall not have any material debt, liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due.

3.8

Tax Returns.

Within the times and in the manner prescribed by law MMTC has filed all federal, state and local tax and information returns which are required to be filed by it and such returns are true and correct. MMTC has paid all taxes, interest and penalties, if any, reflected in such tax returns or otherwise due and payable by it. MMTC has no knowledge of any material additional assessments or any basis therefore. MMTC has withheld or collected from each payment made to its employees the amount of all taxes required to be withheld or collected therefrom and has paid over such amounts to the appropriate taxing authorities. There are no present disputes as to taxes of any nature payable to MMTC and the Company has no actual knowledge or notice of any returns due or any unpaid tax, lien, claim of lien, penalty, interest, assessment or charge by a taxing authority .Any deficiencies proposed as a result of any governmental audits of such tax retur ns have been paid or settled or are being contested in good faith, and there are no present disputes as to taxes payable by MMTC.

3.9

Investigation of Financial Condition.

Without in any manner reducing or otherwise mitigating the representations contained herein, Zhongke and its legal counsel and

15

accountants shall have the opportunity to meet with MMTC's legal counsel and accountants to discuss the financial condition of MMTC.  MMTC shall make available to Zhongke all books and records of MMTC.

3.10

Patents, Trade Names and Rights.  To the best of its knowledge, MMTC is not infringing upon or otherwise acting adversely to the right or claimed right of any person with respect to any of the foregoing.

3.11

Filing of 14C and 14f.  MMTC shall cause a “pre 14C” form to be filed, at its expense, with the Securities and Exchange Commission and will promptly file responses to any comments or objections raised by the Staff to the filing. Upon waiver or satisfaction of comments by the Staff, MMTC shall file a final 14C that adequately discloses all material matters required. MMTC shall have filed all reports with the Securities and Exchange Commission prior to the Closing Date, if applicable. Subsequent to the Closing Date a Form 8-K shall be filed setting forth the required financial disclosures within the time limits provided by law. MMTC will promptly file responses to any comments or objections raised by the Staff to the filing.

            3.12            Litigation.                MMTC is not now a named or threatened party to any suit, action, arbitration or legal, administrative or other proceeding, or governmental investigation which is pending or, to the best knowledge of MMTC threatened against or affecting MMTC or its business, assets or financial condition.  MMTC is not in default with respect to any order, writ, injunction or decree of any federal, state, local or foreign court, department, agency or instrumentality applicable to it.  MMTC is not engaged in any material lawsuits to recover monies due it. no litigation or proceeding before, or investigation by, any foreign, federal, state or municipal board or other governmental or administrative agency or any arbitrator  or, to MMTC’s knowledge, threatened (nor to MMTC’s knowledge, does any basis exist therefore) against MMTC or, to MMTC’s knowledge, any officer of MMTC, which individually or in the aggregate could result in any material liability or which may otherwise result in a Material Adverse Effect, or which seeks equitable relief, rescission of, seeks to enjoin the consummation of, or which questions the validity of, this Agreement or any other Related Agreement or any of the transactions contemplated hereby or thereby.

3.13  

Authority.

The Board of Directors of MMTC has authorized the execution of this Agreement and the consummation of the transactions contemplated herein, and MMTC has full power and authority to execute, deliver and perform this Agreement, and this Agreement is a legal, valid and binding obligation of MMTC and is enforceable in accordance with its terms and conditions. As of the Closing, the Shareholders shall have approved this Agreement and the transactions described herein as required by California law. All consents and approvals to the transactions contemplated by this Agreement required to be obtained by QY from any third party shall have been obtained by QY. All authorizations, approvals or permits of any governmental authority or regulatory body that are required in connection with the lawful issuance and sale of the MMTC Stock and the sale of Zhongke Stock pursuant to this Agreement shall have been duly obtained and shall be in full force and effect. No additional consent, approval, qualification, order or authorization of, or filing with any governmental authority is required in connection any MMTC Parties’ execution or delivery of valid stock certificates or other performance of the this Agreements or the offer, issue or sale of the MMTC Stock by Shareholders or the consummation of any other transaction pursuant to this Agreement on the part of any MMTC Party, except for filings under applicable federal securities or blue sky laws.

3.14

Ability to Carry Out Obligations.

The execution and delivery of this Agreement by MMTC and the performance by MMTC of its obligations hereunder in the time and manner contemplated will not cause, constitute or conflict with or result in (a) any breach or violation of any of the provisions of or constitute a default under any license, indenture, mortgage, instrument, article of incorporation, bylaw, or other agreement or instrument to which MMTC is a party, or by which it may be bound, nor will any consents or authorizations of any party other than

16

those hereto be required; (b) an event that would permit any party to any agreement or instrument to terminate it or to accelerate the maturity of any indebtedness or other obligation of MMTC; or (c) an event that would result in the creation or imposition of any lien, charge or encumbrance on any asset of MMTC.

3.15

Full Disclosure.

None of the representations and warranties made by MMTC herein or in any exhibit, certificate or memorandum furnished or to be furnished by MMTC or on its behalf, contains or will contain any untrue statement of material fact or omit any material fact the omission of which would be misleading. MMTC’s Annual Report for the year ended October 31, 2006 will not contain any untrue statement of a material fact, nor omit to state any material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading.  Neither this Agreement, nor any agreement, certificate, statement or document furnished in writing by or on behalf of MMTC to QY in connection herewith or therewith contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein, in light of the circumstances under which they wer e made, not misleading.

3.16

Assets.

MMTC has good and marketable title to all of its property, free and clear of all liens, claims and encumbrances.

3.17

Material Contracts.  Except as set forth on Schedule 3.17, MMTC has no material contracts with any other party and no other agreement shall be breached by the entry of this Acquisition Agreement, including without limitation:

(a)

Collective bargaining agreements, employment, bonus or consulting agreements, all pension, profit sharing, deferred compensation, stock option, stock purchase, retirement, welfare or incentive plans or agreements, and all plans, agreements or practices that constitute “fringe benefits” to any of the employees of MMTC.

(b)

Contractual Obligations under which MMTC is restricted from carrying on any business, venture or other activities anywhere in the world.

(c)

Contractual Obligations to sell or lease (as lessor) any of the properties or assets of MMTC, except in the ordinary course of business, or to purchase or lease (as lessee) any real property.

(d)

Contractual Obligations pursuant to which MMTC guarantees any liability of any Person, or pursuant to which any Person guarantees any liability of MMTC.

(e)

Contractual Obligations pursuant to which MMTC provides goods or services involving payments to MMTC of more than $1,000 annually, which Contractual Obligation is not terminable by MMTC without penalty upon notice of thirty (30) days or less.

(f)

Contractual Obligations with any Affiliate of MMTC. Contractual Obligations providing for the disposition of the business, assets or shares of MMTC or the merger or consolidation or sale or purchase of all or substantially all of the assets or business of any Person, and any letters of intent relating to the foregoing.

(g)

Contractual Obligations of MMTC relating to the borrowing of money or to the mortgaging or pledging of, or otherwise placing a lien on, any asset of MMTC (including liens imposed by operation of law in favor of landlords, suppliers, mechanics or others who provide services to MMTC).

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(h)

All of the Contractual Obligations of MMTC that are enforceable against MMTC and, to MMTC’s knowledge, the other parties thereto in accordance with their terms, except that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws, from time to time in effect, which affect enforcement of creditors’ rights generally. MMTC is not in default under nor, to MMTC’s knowledge, are there any liabilities arising from any breach or default by any Person prior to the date of this Agreement of, any provision of any such Contractual Obligation.  

3.18

Market for Company Stock.

MMTC has been advised that at least  three (3) NASD members presently make markets in the Company's common stock as of the date of closing pursuant to the Rules and regulations of the NASD. The Company's stock has been given the symbol "MMTC" and is eligible for continued trading on the NASD OTC bulletin board. While the Company has no arrangements or understanding with any market maker to make or maintain any market, the Company has no knowledge of any intention to terminate making markets in the securities by any of its present market makers.

            3.19             Minute Books.  The minute books of MMTC  shall be provided to counsel for Zhongke prior to the Closing and shall contain a complete record of actions taken at all meetings of directors and Shareholders during the four year period immediately preceding the date of this Agreement and reflect all such actions accurately in all material respects.

3.20.

Real Property Holding Corporation.  MMTC is not a “United States real property holding corporation” as defined in section 897(c)(2) of the Code and Treasury Regulation section 1.897-2(b).

3.21

Compliance with Laws.

MMTC has complied with, and is not in violation of, applicable federal, state or local statutes, laws and regulations (including, without limitation, any applicable building, zoning or other law, ordinance or regulation) affecting its properties or the operation of its business.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF QY SHAREHOLDERS

By execution hereof, the attorney in fact of the current QY shareholders represents, among other things, that:

4.1

Share Ownership.

Each QY shareholder holds the number of Qy Shares as provided by Zhongke’s counsel at closing.  The shares are not subject to any lien, encumbrances or pledge.  Each QY shareholder has the authority to exchange their shares pursuant to this Agreement.

4.2

Investment Intent.

QY and each QY shareholder understands that the MMTC Shares are being offered for exchange in reliance upon the exemption provided in Section 4(2) of the Act for nonpublic offerings and that:

(a)

The MMTC Shares are being acquired solely for the account of each Zhongke shareholder, for investment purposes only, and not with a view to, or for sale in connection with, any distribution thereof and with no present intention of distributing or reselling any part of the MMTC Shares;

(b)

Each Zhongke shareholder will not dispose of the MMTC Shares or any portion thereof unless and until counsel for MMTC shall have determined that

18

the intended disposition is permissible and does not violate the Act or any applicable state securities laws, or the rules and regulations thereunder;

(c)

MMTC has made all documentation pertaining to all aspects of this Agreement available to him and to his qualified representatives, if any, and has offered such person or persons any opportunity to discuss the Exchange Offer with the officers of MMTC;

(d)

Each Zhongke shareholder is knowledgeable and experienced in making and evaluating investments of this nature and desires to accept the MMTC Shares on the terms and conditions set forth;

(e)

Each Zhongke shareholder is able to bear the economic risk of an investment in the MMTC Shares; and

(f)

Each Zhongke shareholder understands that an investment in the MMTC Shares is not liquid, and such shareholder has adequate means of providing for current needs and personal contingencies and has no need for liquidity in this investment.

4.3

Legend.

QY and each Zhongke shareholder acknowledges that the certificates evidencing the MMTC Shares acquired pursuant to this Agreement will have a legend placed thereon stating that the MMTC Shares have not been registered under the Act or any state securities laws and setting forth or referring to the restrictions on transferability and sale of the MMTC Shares.

4.4

Penny Stocks.

The MMTC Shares being exchanged are "penny stocks" within the definition of that term as contained in the Exchange Act, which are generally equity securities with a price of less than $5.00. MMTC’s shares will then be subject to rules that impose sales practice and disclosure requirements on certain broker-dealers who engage in certain transactions involving a penny stock. These will impose restrictions on the marketability of the common stock.

ARTICLE V

COVENANTS

5.1

Investigative Rights.

From the date of this Agreement until the Closing Date, each party shall provide to the other party, and such other party's counsel, accountants, auditors and other authorized representatives, full access during normal business hours and upon reasonable advance written notice to all of each party's properties, books, contracts, commitments and records for the purpose of examining the same.  Each party shall furnish the other party with all information concerning each party's affairs as the other party may reasonably request.

5.2

Conduct of Business.

Prior to Closing, MMTC and Zhongke shall each conduct its business in the normal course and shall not sell, pledge or assign any assets without the prior written approval of the other party, except in the normal course of business.  Neither party shall amend its Articles of Incorporation or Bylaws (except as may be described in this Agreement), declare dividends, redeem or sell stock or other securities, incur additional or newly-funded liabilities, acquire or dispose of fixed assets, change employment terms, enter into any material or long-term contract, guarantee obligations of any third party, settle or discharge any balance sheet receivable for less than its stated amount, pay more on any liability than its stated amount, or enter into any other transaction other than in the normal course of business.

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        5.3 INDEMNIFICATION

(a) MMTC Claims.   QY/Zhongke shall indemnify and hold harmless MMTC, its successors and assigns, against, and in respect of any and all damages, losses, liabilities, costs, and expenses incurred or suffered by MMTC that result from, relate to, or arise out of (i) any failure by QY to carry out any covenant or agreement contained in this Agreement; (ii) any material misrepresentation or breach of warranty by QY contained in this Agreement, or any certificate, furnished to MMTC by QY pursuant hereto; (iii) any claim by any Person for any brokerage or finder’s fee or commission in respect of the transactions contemplated hereby as a result of QY’ dealings, agreement, or arrangement with such Person; or (iv)any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs, and other expenses (including, without limitation, reasonable leg al fees and expenses) incident to any of the foregoing including all such expenses reasonably incurred in mitigating any damages resulting to MMTC from any matter set forth in subsection (i) above.

(b) QY Claims  .  MMTC shall indemnify and hold harmless QY against, and in respect of, any and all damages, claims, losses, liabilities, and expenses, including without limitation, legal, accounting and other expenses, which may arise out of:  (a) any material breach or violation by MMTC of any covenant set forth herein or any failure to fulfill any obligation set forth herein, including, but not limited to, the obligation to satisfy the Assumed Liabilities; (b) any material breach of any of the representations or warranties made in this Agreement by MMTC; or (c) any claim by any Person for any brokerage or finder’s fee or commission in respect of the transactions contemplated hereby as a result of MMTC’s dealings, agreement, or arrangement with such Person.

(c)   Offset.  The amount of any liability of under this Section 5.3 shall be computed net of any tax benefit to the other party from the matter giving rise to the claim for indemnification hereunder and net of any insurance proceeds received with respect to the matter out of which such liability arose.

(d)  Survival.  The representations and warranties of QY contained in this Agreement, or any certificate delivered by or on behalf of the parties pursuant to this Agreement or in connection with the transactions contemplated herein shall survive the consummation of the transactions contemplated herein and shall continue in full force and effect for a period until the expiration of any applicable statutes of limitation provided by law (“Survival Period”). Anything to the contrary notwithstanding, the Survival period shall be extended automatically to include any time period necessary to resolve a written claim for indemnification which was made in reasonable detail before expiration of the Survival Period but not resolved prior to its expiration, and any such extension shall apply only as to the claims so asserted and not so resolved within the Survival Period.  Liability for any such item shall continue until such claim shall have been finally settled, decided, or adjudicated.

                                                                                                                                                          &nbs p;                                

                                                                                                                                                          & nbsp;                                  

                                                                                                                                                          &nbs p;        

                                                                                                                                                                          & nbsp;                                                                                                                                                                         &nbs p;                                                                                                                                                                          & nbsp;                          (e)     Claims Procedures.  A claimant under this section shall provide written notice to the other party of any claim for indemnification under this Article as soon as practicable; provided, however, that failure to provide such notice on a timely basis shall not bar a claimant’s ability to assert any such claim except to the extent that the other party is actually prejudiced thereby, provided that such notice is received during the applicable Survival Period.  MMTC shall make commercially reasonable efforts to mitigate any damages, expenses, etc. resulting from any matter giving rise to liability under this Section.             

(f)          Defense of Third-Party Claims.  With respect to any claim under this Section, relating to a third party claim or demand, each party shall provide the other with prompt written notice thereof, who may defend, in good faith and at its expense, by legal counsel chosen by it and reasonably acceptable to the claimant any such claim or demand, and all parties at their expense, shall have the right to participate in the defense of any such third party claim.  So long as the party is defending in good faith any such third party claim, claimant shall not settle or

20

compromise such third party claim.  In any event all parties shall cooperate in the settlement or compromise of, or defense against, any such asserted claim.

ARTICLE VI

CONDITIONS PRECEDENT TO MMTC'S PERFORMANCE

6.1

Conditions.

MMTC's obligations hereunder shall be subject to the satisfaction at or before the Closing of all the conditions set forth in this Article VI.  MMTC may waive any or all of these conditions in whole or in part without prior notice; provided, however, that no such waiver of a condition shall constitute a waiver by MMTC of any other condition of or any of MMTC's other rights or remedies, at law or in equity, if Zhongke as seller shall be in default of any of its representations, warranties or covenants under this Agreement.

6.2

Accuracy of Representations.

Except as otherwise permitted by this Agreement, all representations and warranties by Zhongke as seller in this Agreement or in any written statement that shall be delivered to MMTC by Zhongke under this Agreement shall be true and accurate on and as of the Closing Date as though made at that time.

6.3

Performance.

Zhongke as seller shall have performed, satisfied and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by it on or before the Closing Date.

6.4

Absence of Litigation.

No action, suit or proceeding before any court or any governmental body or authority, pertaining to the transaction contemplated by this Agreement or to its consummation, shall have been instituted or threatened against Zhongke and QY as sller on or before the Closing Date.

6.5

Officer's Certificate.

 Zhongke shall have delivered to MMTC a certificate dated the Closing Date and signed by the President of Zhongke certifying that each of the conditions specified in Sections 6.1 through 6.7 hereof have been fulfilled.

6.6

Legal Opinion.

MMTC shall have received an opinion of Charles Barkley, Attorney at Law, and from  Zhongke’s Chinese counsel in form acceptable to MMTC’s counsel and dated as of the Closing Date.

6.7

Form 8-K.  Zhongke shall provide a copy of the Form 8-K required to be filed upon closing of the exchange.

6.8

General.  All instruments and legal and corporate proceedings in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory in form and substance and MMTC shall have received copies of all documents, including records of corporate proceedings and officers’ certificates, which they may have reasonably requested in connection therewith. All covenants, agreements and conditions contained in this Agreement to be performed or complied with by the Parties on or prior to the Closing shall have been performed or complied with and MMTC shall not be in default in the performance of or compliance with any provisions of this Agreement. MMTC shall have delivered to the other an Officer’s Certificate from the chief executive officer or chief financial officer or acceptable agent thereof, dated the date of the Closing date, certifying to all representations and warranties required by this Agreement.

6.9

Due Diligence.  MMTC shall have completed its examination of the properties and records of Zhongke and QY and shall be reasonably satisfied with the results of its examination.

21

ARTICLE VII

CONDITIONS PRECEDENT TO ZHONGKE 'S PERFORMANCE

7.1

Conditions.

 Zhongke’s obligations hereunder shall be subject to the satisfaction at or before the Closing of all the conditions set forth in this Article VII.  Zhongke may waive any or all of these conditions in whole or in part without prior notice; provided, however, that no such waiver of a condition shall constitute a waiver by Zhongke of any other condition of or any of Zhongke other rights or remedies, at law or in equity, if MMTC shall be in default of any of its representations, warranties or covenants under this Agreement.

            7.2              Accuracy of Representations.    Except as otherwise permitted by this Agreement, all representations and warranties by MMTC in this Agreement or in any written statement that shall be delivered to Zhongke by MMTC under this Agreement shall be true and accurate on and as of the Closing Date as though made at that time.

7.3

Performance.

MMTC shall have filed a final Form 14C and 14F and obtained waiver or satisfactorily resolved all comments (if any) by the Staff of the SEC. MMTC shall also have obtained all required consents and approvals under California corporations law, including any required notices, meetings of shareholders or directors, regulatory approvals or otherwise. , MMTC will have required by this Agreement to be performed or complied with by it on or before the Closing Date.

7.4

Absence of Litigation.

    No action, suit or proceeding before any court or any governmental body or authority, pertaining to the transaction contemplated by this Agreement or to its consummation, shall have been instituted or threatened against MMTC on or before the Closing Date. There have been no regulatory actions, formal or informal, by the Securities & Exchange Commission, the NASD, any state securities regulatory board, or other regulatory body or agency.

7.5

Current Status.

MMTC shall have prepared and filed with the Commission all periodic reports required to be filed prior to the closing date under the Exchange Act. The capitalization of MMTC shall not have changed since the signing of this Agreement and there shall have been no new issuances of securities of any type or kind. The financial condition of MMTC has not materially changed.  

7.6

Assets of MMTC.

On the Closing Date, the assets of MMTC will include at least $1,000.00 in cash; and no unpaid liabilities except in the ordinary course of business.

7.7

Officer's Certificate.

MMTC shall have delivered to Zhongke a certificate dated the Closing Date and signed by the President of MMTC certifying that each of the conditions specified in Sections 7.1 through 7.7 hereof have been fulfilled.

ARTICLE VIII

CLOSING

8.1

Closing.

The closing this transaction shall be held at the offices of Charles W. Barkley, 6201 Fairview Road, Suite 200, Charlotte, NC 28210 as specified in Article I.  At the closing:

 (a)

Zhongke shall deliver to or procure HKC delivery to MMTC stock certificates as indicated in Article I executed by its agent, together with certificates and/or stock powers representing all of the outstanding Zhongke Shares duly endorsed to MMTC;

22

(b)

MMTC shall deliver to Zhongke certificates and stock powers representing MMTC Shares for which the Zhongke Shares have been exchanged, pursuant to the share computations set forth in Article I hereto including but not limiting to:

1.   New issuance by MMTC of stock certificates representing 81,550,000 shares (post split) to Zhongke designees;

2.   An Officer's Certificate representing that all there are no outstanding debts or liabilities of MMTC;

3.   An opinion of counsel to the effect that the reverse split has been lawfully and validly completed in accordance with Paragraph 1.3 and elsewhere in this Agreement.

(c)

MMTC shall deliver (i) an officer's certificate dated the Closing Date, that all representations, warranties, covenants and conditions set forth in this Agreement on behalf of MMTC are true and correct as of, or have been fully performed and complied with by, the Closing Date and (ii) the legal opinion of its counsel in form acceptable to Zhongke.

(d)

MMTC shall deliver a signed consent and/or Minutes of the Meetings of the Board of Directors and Shareholders of MMTC approving this Agreement and each matter to be approved by the directors of MMTC under this Agreement;

(e)

Zhongke shall deliver (i) an officer's certificate dated the Closing Date, that all representations, warranties, covenants and conditions set forth in this Agreement on behalf of Zhongke are true and correct as of, or have been fully performed and complied with by, the Closing Date and (ii) the legal opinion of its counsel; and

(f)

Zhongke shall deliver a signed consent and/or minutes of the directors of Zhongke approving this Agreement and each matter to be approved by the directors of Zhongke under this Agreement.

8.2

Other Events Occurring at Closing. At Closing, the following shall be accomplished:

(a)

All of the officers and directors of MMTC shall resign and the nominees identified by Zhongke shall have been appointed.

(b)

Investment Letters in the form attached hereto as Exhibit “A”, shall have been duly authorized, executed and delivered by the parties thereto and a copy of such executed agreements shall have been delivered to both MMTC and Zhongke.

(c)

This Agreement shall have been duly authorized, executed and delivered by the parties hereto and a copy of such executed agreement shall have been delivered to both MMTC and Zhongke.

(d)

Such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement shall have been duly authorized, executed and delivered by the parties thereto and a copy of such executed instruments, documents and certificates shall have been delivered to both MMTC and Zhongke.

(e)

All of the certificates representing the Zhongke Stock shall be delivered to MMTC, duly and validly endorsed for transfer to MMTC.

23

(f)

The MMTC Stock certificates representing the shares to be issued and sold to the Shareholders as described herein shall be delivered to a representative of Zhongke for delivery to Shareholders.

(g)

MMTC shall deliver to Zhongke a certificate of good standing of MMTC issued by the Secretary of State of California and such certificate will be dated no earlier than ten (10) business days prior to the Closing.

(h)

Zhongke shall deliver to MMTC a certificate of good standing of Zhongke issued by the California Division of Corporations and such certificate will be dated no earlier than ten (10) business days prior to the Closing.

ARTICLE IX

MISCELLANEOUS

9.1

Captions and Headings.

The article and paragraph headings throughout this Agreement are for convenience and reference only and shall not define, limit or add to the meaning of any provision of this Agreement.

9.2

No Oral Change.

This Agreement and any provision hereof may not be waived, changed, modified or discharged orally, but only by an agreement in writing signed by the party against whom enforcement of any such waiver, change, modification or discharge is sought.

9.3

Non-Waiver.

The failure of any party to insist in any one or more cases upon the performance of any of the provisions, covenants or conditions of this Agreement or to exercise any option herein contained shall not be construed as a waiver or relinquishment for the future of any such provisions, covenants or conditions.  No waiver by any party of one breach by another party shall be construed as a waiver with respect to any other subsequent breach.

9.4

Time of Essence.

Time is of the essence of this Agreement and of each and every provision.

9.5

Entire Agreement.

This Agreement contains the entire Agreement and understanding between the parties hereto and supersedes all prior agreements and understandings.

9.6

Choice of Law.

This Agreement and its application shall be governed by the laws of the State of Nevada.

9.7

Counterparts.

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

9.8

Notices.

All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service if served personally on the party to whom notice is to be given, or on the third day after mailing if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, and properly addressed as follows:

Micro Imaging Technology, Inc.

970 Calle Amanecer, Suite F
San Clement, CA 92673

Attn:

Michael Brennan, President

24

Copies to:

Chris Dieterich, ,Attorney

1130 W. Olympic Blvd. suite 800

Los Angeles, CA 90064

 Shaanxi Zhongke Spaceflight Agriculture Development Stock Co., Ltd.

c/o Ao Jiangfeng

Shengnong Road 16# Chuangye Mansion

Yanglin Representative Rea,

Shaanxi Province, PRC

Copies to: Charles W. Barkley. Attorney

6201 Fairview Road, Suite 200

Charlotte, NC  28210

9.9

Binding Effect.

This Agreement shall inure to and be binding upon the heirs, executors, personal representatives, successors and assigns of each of the parties to this Agreement.

9.10

Mutual Cooperation.

The parties hereto shall cooperate with each other to achieve the purpose of this Agreement and shall execute such other and further documents and take such other and further actions as may be necessary or convenient to effect the transaction described herein.

9.11

Announcements.

The parties will consult and cooperate with each other as to the timing and content of any public announcements regarding this Agreement. MMTC must issue an appropriate press release on Dun & Bradstreet, Business Wire, Vintage Filings, Disclosure, Inc. or similar service of the content of this Agreement on 26^th March 2007 when this Agreement is signed by each party. A copy of the press release shall be obtained from the issuing agency and shall be furnished to PCA when issued. Preference will be given to services that issue in the PRC as well as the United States.

9.12

Expenses.

Each party will pay its own legal, accounting, escrow and other out of pocket expenses incurred in connection with this Agreement, whether or not this Agreement is consummated.

25

9.13

Survival of Representations and Warranties.

The representations, warranties, covenants and agreements of the parties set forth in this Agreement or in any instrument, certificate, opinion or other writing providing for in it, shall survive the Closing.

9.14

Exhibits.

As of the execution hereof, the parties have provided each other with the exhibits described herein.  Any material changes to the exhibits shall be immediately disclosed to the other party.

AGREED AND ACCEPTED as of the date first above written.

MICRO IMAGING TECHNOLOGY

By: /s/ Michael Brennan

      Michael Brennan, CEO

                                                SHAANXI ZHONGKE SPACEFLIGHT AGRICULTURE DEVELOPMENT STOCK CO., LTD.

                                            By:/s/ Ao Jiangfeng

                                    Ao Jiangfeng, President

26

EX-99

SHANXI QINYUAN AGRICULTURE TECHNOLOGY DEVELOPMENT CO., INC.
	( A Development Stage Company)
FINANCIAL REPORT
At December 31, 2006 and
for the Period from December  27, 2006 (Inception) to December 31, 2006

SHANXI QINYUAN AGRICULTURE TECHNOLOGY DEVELOPMENT CO., INC.

(A Development Stage Company)

INDEX

                                                                                                                                                                        & nbsp;                            
                

	PAGE
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	2
BALANCE SHEET	3
STATEMENT OF OPERATIONS (SINGULAR)	4
STATEMENT OF CHANGES (SINGULAR) IN OWNERS' EQUITY (DEFICIT)	5
STATEMENT OF CASH FLOWS (SINGULAR)	6
NOTE TO FINANCIAL STATEMENTS	7-11

1

KEITH K. ZHEN, CPA

CERTIFIED PUBLIC ACCOUNTANT

2070 WEST 6TH STREET - BROOKLYN, NY 11223 - TEL (347) 408-0693 - FAX (347) 602-4868 - EMAIL :KEITHZHEN@GMAIL.COM

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

Shanxi Qinyuan Agriculture Technology Development Co., Inc.

( A development stage company)

We have audited the accompanying balance sheet of Shanxi Qinyuan Agriculture Technology Development Co., Inc. as of December 31, 2006 and the related statements of income, stockholders' equity and comprehensive income, and cash flows for the period December 27, 2006 (Inception) through December 31, 2006.  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 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 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, 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 Shanxi Qinyuan Agriculture Technology Development Co., Inc. as of December 31, 2006 and the results of its operations and its cash flows for the period December 27, 2006 (Inception) though December 31, 2006 in conformity with accounting principles generally accepted in the United States of America.

/s/ Keith K. Zhen, CPA

Keith K. Zhen, CPA

Brooklyn, New York

May 12, 2007

2

SHANXI QINYUAN AGRICULTURE TECHNOLOGY DEVELOPMENT CO., INC.

(A Development Stage Company)

BALANCE SHEET

DECEMBER 31, 2006

ASSETS
Current Assets:
Cash	$	128,200
Total Current Assets		128,200
Total Assets	$	128,200
LIABILITIES AND OWNERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses	$	-
Total Current Liabilities		-
Owners' Equity:
Paid-in capital		128,200
Accumulated deficiency		-
Owners' equity		128,200
Total Liabilities and Owners' Equity	$	128,200

See Notes to Financial Statements

3

SHANXI QINYUAN AGRICULTURE TECHNOLOGY DEVELOPMENT CO., INC.

(A Development Stage Company)

STATEMENT OF OPERATIONS (SINGULAR)

FOR THE PERIOD DECEMBER 27, 2006 (INCEPTION) THOUGH DECEMBER 31, 2006

Revenues
Sales	$	-
Costs of Sales		-
Gross Profit		-
Operating Expenses
General and administrative		-
Total Operating Expenses		-
Income (Loss) from Operation		-
Other Income (Expenses)		-
Income (Loss) before Provision for Income Tax		-
Provision for Income Tax		-
Net Income (Loss)		-
Other Comprehensive Income (Loss)
Effects of Foreign Currency Conversion		-
Comprehensive Income (Loss)	$	-

See Notes to Financial Statements

4

SHANXI QINYUAN AGRICULTURE TECHNOLOGY DEVELOPMENT CO., INC.

(A Development Stage Company)

STATEMENT OF CHANGES (SINGULAR) IN OWNERS' EQUITY (DEFICIT)

FOR THE PERIOD FROM DECEMBER 27, 2006 (INCEPTION) TO DECEMBER 31, 2006

						Accumulated
				Retained		Other
		Paid-in		Earnings		Comprehensive
		Capital		(Deficit)		Income		Totals
Balances at
the date of inception
December 27, 2006	$	-	$	-	$	-	$	-
Pain-in capital contribution		128,200		- -		-		128,200
Net income (loss)		-		-		-		-
Balances at
December 31, 2006	$	128,200	$	-	$	-	$	128,200

See Notes to Financial Statements

5

SHANXI QINYUAN AGRICULTURE TECHNOLOGY DEVELOPMENT CO., INC.

(A Development Stage Company)

STATEMENT OF CASH FLOWS (SINGULAR)

FOR THE PERIOD DECEMBER 27, 2006 (INCEPTION) THOUGH DECEMBER 31, 2006

Operating Activities
Net income (loss)	$	-
Adjustments to reconcile net income (loss) to
net cash provided (used) by operating activities:
Changes in operating assets and liabilities:		-
Net cash provided (used) by operating activities		-
Investing Activities
Net cash (used) by investing activities		-
Financing Activities
Proceeds from paid-in capital contribution		128,200
Net cash provided (used) by financing activities		128,200
Increase (decrease) in cash		128,200
Cash at beginning of period		-
Cash at end of period	$	128,200
Supplemental Disclosures of Cash Flow Information:

Cash paid (received) during year for:
Interest	$	-
Income taxes	$	-

See Notes to Financial Statements

6

SHANXI QINYUAN AGRICULTURE TECHNOLOGY DEVELOPMENT CO., INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

Note 1-

ORGANIZATION AND BUSINESS BACKGROUND

Shanxi Qinyuan Agriculture Technology Development Co., Inc. ( "Qinyuan" or the "Company") was incorporated on December 27, 2006 in Xi'an City, Shanxi Province, the People's Republic of China (the "PRC") under the Company Law of PRC.  The Company was established for the purpose of seeking and consummating a merger or acquisition with a business entity organized as a private corporation, partnership, or sole proprietorship as defined by Statement of Financial Accounting Standards (SFAS) No. 7.

The Company is considered to be a development stage company, as it has not generated revenue from operations.

Note 2-

SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP") and are presented in U.S. dollars.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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.  Actual results when ultimately realized could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, deposits in banks with maturities of three months or less, and all highly liquid investments which are unrestricted as to withdrawal or use, and which have original maturities of three months or less.

Concentrations of Credit Risk

Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains its cash and cash equivalents with high-quality institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. Generally these deposits may be redeemed upon demand and therefore bear minimal risk.

Fair Value of Financial Instruments

The carrying value of financial instruments including cash and cash equivalents, receivables, accounts payable and accrued expenses, approximates their fair value due to the relatively short-term nature of these instruments.

7

SHANXI QINYUAN AGRICULTURE TECHNOLOGY DEVELOPMENT CO., INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

Note 2 - SIGNIFICANT ACCOUNTING POLICIES (continue)

Valuation of Long-Lived assets

The Company periodically analyzes its long-lived assets for potential impairment, assessing the appropriateness of lives and recoverability of unamortized balances through measurement of undiscounted operating cash flows on a basis consistent with accounting principles generally accepted in the United States of America.

Revenue Recognition

Revenues are recognized when finished products are shipped to unaffiliated customers, both title and the risks and rewards of ownership are transferred or services have been rendered and accepted, and collectibility is reasonably assured.

Costs

Advertising costs are expensed as incurred and included as part of selling and marketing expenses in accordance with the American Institute of Certified Public Accountants ("AICPA") Statement of Position 93-7, "Reporting for Adverting Costs".

Income Taxes

The Company accounts for income tax using SFAS No. 109 "Accounting for Income Taxes", which requires the asset and liability approach for financial accounting and reporting for income taxes.  Deferred tax assets and liabilities are recognized for the future tax consequences attributable to 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.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Comprehensive Income

Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting Comprehensive Income", establishes standards for reporting and display of comprehensive income, its components and accumulated balances.  Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated comprehensive income, as presented in the accompanying statement of changes in shareholders' equity consists of changes in unrealized gains and losses on foreign currency translation.  This comprehensive income is not included in the computation of income tax expense or benefit.

8

SHANXI QINYUAN AGRICULTURE TECHNOLOGY DEVELOPMENT CO., INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

Note 2-

SIGNIFICANT ACCOUNTING POLICIES (continued)

Foreign Currency Translation

The Company maintains its books and accounting records in PRC currency "Renminbi" ("RMB"), which is determined as the functional currency.  Transactions denominated in currencies other than RMB are translated into RMB at the exchange rates quoted by the People's Bank of China ("PBOC") prevailing at the date of the transactions. Monetary assets and liabilities denominated in currencies other than RMB are translated into RMB using the applicable exchange rates quoted by the PBOC at the balance sheet dates. Exchange differences are included in the statements of changes in shareholders' equity.  Gain and losses resulting from foreign currency transactions are included in operations.

The Company's financial statements are translated into the reporting currency, the United States Dollar ("US$").  Assets and liabilities of the Company are translated at the prevailing exchange rate at each reporting period end. Contributed capital accounts are translated using the historical rate of exchange when capital is injected. Income and expense accounts are translated at the average rate of exchange during the reporting period.  Translation adjustments resulting from translation of these financial statements are reflected as accumulated other comprehensive income (loss) in the shareholders' equity.

Recent Accounting Pronouncements

In September 2006, the SEC issued SAB No. 108, which provides guidance on the process of quantifying financial statement misstatements.  In SAB No. 108, the SEC staff establishes an approach that requires quantification of financial statements errors, under both the iron-curtain and the roll-over methods, based on the effects of the error on each of the Company's financial statements and the related financial statement disclosures.  SAB No. 108 is generally effective for annual financial statements in the first fiscal year ending after November 15, 2006.  The transition provisions of SAB No. 108 permits existing public companies to record the cumulative effect in the first year ending after November 15, 2006 by recording correcting adjustments to the carrying values of assets and liabilities as of the beginning of that year with the offsetting adjustment recorded to the opening balance of retained earnings.  Management does not expect that the adoption of SAB No. 108 would have a material effect on the Company's financial position or results of operations.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 158, "Employer's Accounting for Defined Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements No. 87, 88, 106, and 132(R)" ("SFAS 158"). SFAS 158 requires an employer to recognize the over funded or under funded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. The standard also requires an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions.

9

SHANXI QINYUAN AGRICULTURE TECHNOLOGY DEVELOPMENT CO., INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

Note 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent Accounting Pronouncements (continued)

An employer with publicly traded equity securities is required to initially recognize the funded status of a defined benefit postretirement plan and to provide the required disclosures as of the end of the fiscal year ending after December 15, 2006. An employer without publicly traded equity securities is required to recognize the funded status of a defined benefit postretirement plan and to provide the required disclosures as of the end of the fiscal year ending after June 15, 2007. The adoption of SFAS 158 is not expected to have a material effect on the Company's financial position or results of operations.

In September 2006, the FASB issued SFAS No. 157 "Fair Value Measurements".  SFAS No. 157 defines fair values, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.  This Statement shall be effective for financial statements issued for fiscal years beginning after November 25, 2007, and interim periods within those fiscal years.  Earlier application is encouraged provided that the reporting entity has not yet issued financial statements for that fiscal year, including financial statements for an interim period with that fiscal year.  The provisions of this statement should be applied, except in some circumstances where the statement shall be applied retrospectively.  The Company is currently evaluating the impact of adopting SFAS No. 157 on its financial position and results of operations.

In July 2006, the FASB issued FASB Interpretation ("FIN") No. 48, "Accounting for Uncertainty in Income Taxes", which prescribes a comprehensive model for how a company should recognize, measure, present and disclose in its financial statements uncertain tax positions that the company has taken or expects to take on a tax return (including a decision whether to file or not to file a return in a particular jurisdiction). The accounting provisions of FIN No. 48 are effective for fiscal years beginning after December 15, 2006. The Company is currently assessing whether adoption of this Interpretation will have an impact on its financial position and results of operations.

"In March 2006, the FASB issued SFAS No. 156, ""Accounting for Servicing of Financial Assets"" (""FAS 156""), which amends SFAS No. 140. FAS 156 specifically provides guidance addressing the recognition and measurement of separately recognized servicing assets and liabilities, common with mortgage securitization activities, and provides an approach to simplify efforts to obtain hedge accounting treatment. FAS 156 is effective for all separately recognized servicing assets and liabilities acquired or issued after the beginning of an entity's fiscal year that begins after September 15, 2006, with early adoption being permitted. The adoption of SFAS No. 156 did not have a material effect on the Company's financial position or results of operations."

10

SHANXI QINYUAN AGRICULTURE TECHNOLOGY DEVELOPMENT CO., INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

Note 4-

OWNERS' EQUITY

In accordance with the Articles of Incorporation of the Company, the registered capital at the date of incorporation of December 27, 2006 was $128,200 (RMB1,00,000) which was fully paid in cash by the owners.

Note 5-

SUBSEQUENT EVEN

On January 5, 2007, the Company executed a share exchange agreement (the "Share Exchange") with Shanxi Zhongke Spaceflight Agriculture Development Stock Co., Ltd ("Zhongke"), whereby the shareholders of the Company exchanged 97.72% of the ownership in Qinyuan for 97.72% of the ownership in Zhongke.  Subsequent to completion of the Share Exchange agreement, Zhongke became a subsidiary of the Company.

Zhongke was incorporated  in Yangling City, Shanxi Province, PRC on August 26, 2003 under the Company Law of PRC.  The Company is principally engages in the business of research and development of crop seeds.

11

EX-99

SHANXI ZHONGKE SPACEFLIGHT AGRICULTURE DEVELOPMENT STOCK CO., LTD.
	(A Development Stage Company)
FINANCIAL REPORT
At December 31, 2006
For the Years Ended December 31, 2006 and 2005

SHANXI ZHONGKE SPACEFLIGHT AGRICULTURE DEVELOPMENT STOCK CO., LTD.

(A Development Stage Company)

INDEX

	PAGE
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	2
BALANCE SHEET	3
STATEMENT OF OPERATIONS	4
STATEMENT OF CHANGES IN OWNERS' EQUITY (DEFICIT)	5
STATEMENT OF CASH FLOWS	6
NOTE TO FINANCIAL STATEMENTS	7-11

1

KEITH K. ZHEN, CPA

CERTIFIED PUBLIC ACCOUNTANT

2070 WEST 6TH STREET - BROOKLYN, NY 11223 - TEL (347) 408-0693 - FAX (347) 602-4868 - EMAIL :KEITHZHEN@GMAIL.COM

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

Shanxi Zhongke Spaceflight Agriculture Development Stock Co., Ltd.

(A development stage company)

We have audited the accompanying balance sheet of Shanxi Zhongke Spaceflight Agriculture Development Stock Co., Ltd. as of December 31, 2006 and the related statements of income, stockholders' equity and comprehensive income, and cash flows for each of the years in the two-year period 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 audit.

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 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, 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 Shanxi Zhongke Spaceflight Agriculture Development Stock Co., Ltd. as of December 31, 2006, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2006 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 1 to the financial statements, the Company had net losses of $639,663 and $864,812 for the years ended December 31, 2006 and 2005, respectively; and an accumulated deficit of $1,975,309 as of December 31, 2006.   These factors raise substantial doubt about its ability to continue as a going concern. Management's plans concerning these matters are also described in Note 1. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Keith K. Zhen, CPA

Keith K. Zhen, CPA

Brooklyn, New York

April 16, 2007

2

SHANXI ZHONGKE SPACEFLIGHT AGRICULTURE DEVELOPMENT STOCK CO., LTD. (A Development Stage Company) BALANCE SHEET
			December 31,
			2006
	ASSETS
	Current Assets:
	Cash and cash equivalents	$	107,276
	Prepaid expenses		25,001
	Supplies		3,913
	Total current assets		136,190
	Property and Equipment, net (Note 3)		835,104
	Land use right, net		51,182
	Long-term investment (Note 9)		769,200
	Prepaid taxes		27,730

	Total Assets	$	1,819,406
	LIABILITIES AND OWNERS' EQUITY
	Current Liabilities:
	Accounts payable and accrued expenses	$	61,915
	Other payable		19,235
	Security deposit		34,614
	Total Current Liabilities		115,764
	Owners' Equity:
	Paid-in capital		3,749,263
	Accumulated deficiency		(1,975,309)
	Accumulated other comprehensive income		(70,312)
	Owners' Equity		1,703,642
	Total Liabilities and Owners' Equity	$	1,819,406
See Notes to Financial Statements

3

SHANXI ZHONGKE SPACEFLIGHT AGRICULTURE DEVELOPMENT STOCK CO., LTD. (A Development Stage Company) STATEMENTS OF OPERATIONS
							For the Period
			For the		For the		August 26, 2003
			Year Ended		Year Ended		(inception) through
			December 31,		December 31,		December 31,
			2006		2005		2006
	Revenues
	Sales	$	-	$	-	$	-
	Costs of Sales		-		-		-
	Gross Profit		-		-		-
	Operating Expenses
	Payroll and employee benefit		44,981		34,978		91,009
	Depreciation expenses		13,984		5,308		20,025
	Amortization expenses		1,117		1,096		3,287
	Advertising fees		29,440		145,246		195,779

Professional fees		45,000		2,818		75,002
Consultancy fees		93,874		-		93,874
Research and development expenses		293,124		571,761		1,199,260
Travel and entertainment		74,110		42,239		147,403
Other general and administrative expenses		47,827		62,545		154,759
Total Operating Expenses		643,457		865,991		1,980,398
Income (Loss) from Operation		(643,457)		(865,991)		(1,980,398)
Other Income (Expenses)
Interest income		3,794		1,179		5,089
Total other income (expenses)		3,794		1,179		5,089
Income (Loss) before Provision for Income Tax		(639,663)		(864,812)		(1,975,309)
Provision for Income Tax		-		-		-
Net Income (Loss)		(639,663)		(864,812)		(1,975,309)
Other Comprehensive Income (Loss)
Effects of Foreign Currency Conversion		(54,039)		(16,273)		(70,312)
Comprehensive Income (Loss)	$	(693,702)	$	(881,085)	$	(2,045,621)

See Notes to Financial Statements

4

SHANXI ZHONGKE SPACEFLIGHT AGRICULTURE DEVELOPMENT STOCK CO., LTD. (A Development Stage Company)  STATEMENTS OF CHANGES IN OWNERS' EQUITY (DEFICIT)
FOR THE PERIOD AUGUST 26, 2003 (INCEPTION) THROUGH DECEMBER 31, 2006
							Accumulated
					Retained		Other
			Paid-in		Earnings		Comprehensive
			Capital		(Deficit)		Income		Totals
	Balances at
	August 26, 2003 (Inception)	$	-	$	-	$	-	$	-
	Paid-in capital contribution
	by land use rights		51,459		-		-		51,459
	Net income (loss)		-		(8,022)		-		(8,022)

Balances at
December 31, 2003	51,459	(8,022)	-	43,437
Net income (loss)	-	(462,812)	-	(462,812)
Balances at
December 31, 2004	51,459	(470,834)	-	(419,375)
Net income	-	(864,812)	-	(864,812)
Other comprehensive income	-	-	(16,273)	(16,273)
Balances at
December 31, 2005	51,459	(1,335,646)	(16,273)	(1,300,460)
Paid-in capital contribution by cash	124,801	-	-	124,801
Paid-in capital contribution	592,483	-	-	592,483
by equipment
Owners' loans converted to paid-in capital	2,980,520	-	-	2,980,520
Net income	-	(639,663)	-	(639,663)
Other comprehensive income	-	-	(54,039)	(54,039)
Balances at

  December 31, 2006 $     3,749,263 $   (1,975,309) $       (70,312) $     1,703,642

See Notes to Financial Statements

5

SHANXI ZHONGKE SPACEFLIGHT AGRICULTURE DEVELOPMENT STOCK CO., LTD. (A Development Stage Company) STATEMENTS OF CASH FLOWS
							For the Period
			For the		For the		August 26, 2003
			Year Ended		Year Ended		(inception) through
			December 31,		December 31,		December 31,
			2006		2005		2005
	Operating Activities
	Net income (loss)	$	(639,663)	$	(864,812)	$	(1,975,309)
	Adjustments to reconcile net income (loss) to

net cash provided (used) by operating activities:
Depreciation	13,984	5,308	20,025
Amortization	1,117	1,096	3,287
Changes in operating assets and liabilities:
(Increase)/Decrease in supplies	(3,914)	2,013	(3,913)
(Increase)/Decrease in prepaid expenses	66,281	(43,191)	(25,001)
(Increase)/Decrease in prepaid taxes	(5,137)	(19,471)	(27,730)
Increase/(Decrease) in accounts payable and accrued expenses	54,958	6,770	61,915
Increase/(Decrease) in other payable	19,235	3,555	19,235
Increase/(Decrease) in security deposit	1,134	-941	34,615
Net cash provided (used) by operating activities	(492,005)	(909,673)	(1,892,876)
Investing Activities
Cash used in long-term investment	(769,200)	-	(769,200)
Purchase of fixed assets	(233,294)	(24,036)	(263,195)
Net cash (used) by investing activities	(1,002,494)	(24,036)	(1,032,395)
Financing Activities
Loans from owners and officers	-	821,973	1,494,143
Proceeds from paid-in capital	1,611,173	-	1,611,173
Net cash provided (used) by financing activities	1,611,173	821,973	3,105,316

Increase (decrease) in cash		116,674		(111,736)		180,045
Effects of exchange rates on cash		(55,226)		(17,543)		(72,769)
Cash at beginning of period		45,828		175,107		-
Cash at end of period	$	107,276	$	45,828	$	107,276
Supplemental Disclosures of Cash Flow Information:
Cash paid (received) during year for:
Interest	$	-	$	-	$	-
Income taxes	$	-	$	-	$	-

See Notes to Financial Statements.

6

SHANXI ZHONGKE SPACEFLIGHT AGRICULTURE DEVELOPMENT STOCK CO., LTD.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

Note 1-

ORGANIZATION AND BUSINESS BACKGROUND

Organization and Business Background

Shanxi Zhongke Spaceflight Agriculture Development Stock Co., Ltd ("Zhongke" or the "Company") was incorporated  in Yangling City, Shanxi Province, the People's Republic of China (the "PRC") on August 26, 2003 under the Company Law of PRC.  The Company is principally engaged in the business of research and development of crop seeds.

The Company is considered to be a development stage company, as it has not generated revenue from operations.

Going Concern

As reflected in the accompanying financial statements, the Company has an accumulated deficit of $1,975,309 at December 31, 2006 that includes operating losses of $639,663 and $864,812 for the years ended December 31, 2006 and 2005, respectively.   These factors raise substantial doubt about its ability to continue as a going concern.  In view of the matters described above, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheet is dependent upon continued operations of the company, which in turn is dependent upon the Company's ability to raise additional capital, obtain financing and succeed in its future operations.  The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Management has taken steps to revise its operating and financial requirements, which it believes are sufficient to provide the Company with the ability to continue as a going concern.  The Company is actively pursuing additional funding and a potential merger or acquisition candidate and strategic partners, which would enhance owners' investment.  Management believes that the above actions will allow the Company to continue operations through the next fiscal year.

7

SHANXI ZHONGKE SPACEFLIGHT AGRICULTURE DEVELOPMENT STOCK CO., LTD.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

Note 2-

SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP").  This basis of accounting differs from that used in the statutory accounts of the Company, which are prepared in accordance with the "Accounting Principles of China " ("PRC GAAP").  Certain accounting principles, which are stipulated by US GAAP, are not applicable in the PRC GAAP.  The difference between PRC GAAP accounts of the Company and its US GAAP financial statements is immaterial.

The Company maintains its books and accounting records in PRC currency "Renminbi" ("RMB"), which is determined as the functional currency.  Transactions denominated in currencies other than RMB are translated into RMB at the exchange rates quoted by the People's Bank of China ("PBOC") prevailing at the date of the transactions. Monetary assets and liabilities denominated in currencies other than RMB are translated into RMB using the applicable exchange rates quoted by the PBOC at the balance sheet dates. Exchange differences are included in the statements of changes in owners' equity.  Gain and losses resulting from foreign currency transactions are included in operations.

The Company's financial statements are translated into the reporting currency, the United States Dollar ("US$"). Assets and liabilities of the Company are translated at the prevailing exchange rate at each reporting period end. Contributed capital accounts are translated using the historical rate of exchange when capital is injected. Income and expense accounts are translated at the average rate of exchange during the reporting period.  Translation adjustments resulting from translation of these financial statements are reflected as accumulated other comprehensive income (loss) in the owners' equity.

Translation adjustments resulting from this process  amounted to $70,312 and $16,273 as of December 31, 2006 and 2005, respectively. The balance sheet amounts with the exception of equity at December 31, 2006 were translated at 7.80 RMB to $1.00 USD as compared to 8.06 RMB at December 31, 2005. The equity accounts were stated at their historical rate.  The average translation rates applied to income statement accounts for the years ended December 31, 2006 and 2005 were 7.96 RMB and 8.11 RMB, respectively.

8

SHANXI ZHONGKE SPACEFLIGHT AGRICULTURE DEVELOPMENT STOCK CO., LTD.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

Note 2-

SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

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

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, deposits in banks with maturities of three months or less, and all highly liquid investments which are unrestricted as to withdrawal or use, and which have original maturities of three months or less.

Concentrations of Credit Risk

Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains its cash and cash equivalents with high-quality institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. Generally these deposits may be redeemed upon demand and therefore bear minimal risk.

Fair Value of Financial Instruments

The carrying value of financial instruments including cash and cash equivalents, receivables, accounts payable and accrued expenses, approximates their fair value at December 31, 2006 due to the relatively short-term nature of these instruments.

Supplies

Supplies are experimental materials used for research and development purpose.  Actual cost is used to value these materials and supplies.

9

SHANXI ZHONGKE SPACEFLIGHT AGRICULTURE DEVELOPMENT STOCK CO., LTD.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

Note 2-

SIGNIFICANT ACCOUNTING POLICIES

Valuation of Long-Lived assets

The Company periodically analyzes its long-lived assets for potential impairment, assessing the appropriateness of lives and recoverability of unamortized balances through measurement of undiscounted operating cash flows on a basis consistent with accounting principles generally accepted in the United States of America.

Property, Plant, and Equipment

Property, plant and equipment are carried at cost.  The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized.

When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the reporting period of disposition.

Depreciation is calculated on a straight-line basis over the estimated useful life of the assets without residual value.  The percentages or depreciable life applied are:

Building and warehouses

20 years

Machinery and equipment

10 years

Office equipment and furniture

5 years

Motor vehicles

5 years

Land Use Right

All land belongs to the State in PRC.  Enterprises and individuals can pay the State a fee to obtain a right to use a piece of land for commercial purpose or residential purpose for an initial period of 50 years or 70 years, respectively.  The land use right can be sold, purchased, and exchanged in the market.  The successor owner of the land use right will reduce the amount of time which has been consumed by the predecessor owner.

The Company owns the right to use a piece of land, approximately 235 acre, located in the Heyang County, Shanxi Province for a forty-four-year period ended December 30, 2048; and a piece of land, approximately 1,060 acre, also located in the Heyang County, Shaxi Province for a forty-seven-year period ended October 13, 2051.   The cost of these land use rights are amortized over their respective useful period, using the straight-line method with no residual value.

Revenue Recognition

Revenues are recognized when finished products are shipped to unaffiliated customers, both title and the risks and rewards of ownership are transferred or services have been rendered and accepted, and collectibility is reasonably assured.

10

SHANXI ZHONGKE SPACEFLIGHT AGRICULTURE DEVELOPMENT STOCK CO., LTD.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

Note 2-

SIGNIFICANT ACCOUNTING POLICIES

Research and Development Costs

Research and development costs are expensed when incurred. The major components of these research and development costs include experimental materials, labor cost, and payments to unaffiliated contractors who perform research and development function for the Company. Research and development costs amounted to $293,124 and $571,761 for the years ended December 31, 2006 and 2005, respectively.

Advertising Costs

                                                                                                                                                                        & nbsp;                                                                                                                                                                         &nbs p;                                   

Advertising costs are expensed as incurred and included as part of selling and marketing expenses in accordance with the American Institute of Certified Public Accountants ("AICPA") Statement of Position 93-7, "Reporting for Adverting Costs".  Advertising costs was $29,440 and $145,246 for the years ended December 31, 2006 and 2005, respectively.

Sales Tax and Sale-related Taxes

Pursuant to the tax laws and regulation of PRC, a company is obligated to pay totally 5.5% of gross sales as sales tax and sales-related taxes. Since the Company is in the agriculture industry which is encouraged by the PRC government, the Company is exempt from sales tax and sales-related taxes.

Income Taxes

The Company accounts for income tax using SFAS No. 109 "Accounting for Income Taxes", which requires the asset and liability approach for financial accounting and reporting for income taxes.  Deferred tax assets and liabilities are recognized for the future tax consequences attributable to 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.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Comprehensive Income

Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting Comprehensive Income," establishes standards for reporting and display of comprehensive income, its components and accumulated balances.  Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated comprehensive income, as presented in the accompanying statements of changes in owners' equity consists of changes in unrealized gains and losses on foreign currency translation.  This comprehensive income is not included in the computation of income tax expense or benefit.

11

SHANXI ZHONGKE SPACEFLIGHT AGRICULTURE DEVELOPMENT STOCK CO., LTD.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

Note 2-

SIGNIFICANT ACCOUNTING POLICIES

Loans from Owners and officers

"Due to owners and officers" are temporally short-term loans from our owners and officers to finance the Company's operation due to lack of cash resources.  These loans are unsecured, non-interest bearing and have no fixed terms of repayment, therefore, deemed payable on demand. Cash flows from these activities are classified as cash flows from financing activates.  The total borrowing from owners and officers was $1,487,378 and $821,973 in 2006 and 2005, respectively.

Pension and Employee Benefits

Full time employees of the PRC entities participate in a government mandated multi-employer defined contribution plan pursuant to which certain pension benefits, medical care, unemployment insurance, employee housing fund and other welfare benefits are provided to employees. Chinese labor regulations require the Company to accrue for these benefits based on certain percentages of the employees' salaries. The Management believes full time employees who have passed the probation period are entitled to such benefits.  The total provisions for such employee benefits were $7,749 and $6,436 for the years ended December 31, 2006 and 2005, respectively.

Statutory Reserves

Pursuant to the laws applicable to the PRC, PRC entities are required to make appropriations to three non-distributable reserve funds, the statutory surplus reserve, statutory public welfare fund, and discretionary surplus reserve, based on after-tax net earnings as determined in accordance with the PRC GAAP. Appropriation to the statutory surplus reserve should be at least 10% of the after-tax net earnings until the reserve is equal to 50% of the Company's registered capital.  Appropriation to the statutory public welfare fund is 10% of the after-tax net earnings.  The statutory public welfare fund is established for the purpose of providing employee facilities and other collective benefits to the employees and is non-distributable other than in liquidation.  No appropriations to the discretionary surplus reserve are made at the discretion of the Board of Directors.  Since the Company has been accumulating deficiency, no statutory surplus reserve fund and statutory public welfare reserve fund have been made.

12

SHANXI ZHONGKE SPACEFLIGHT AGRICULTURE DEVELOPMENT STOCK CO., LTD.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

Note 2-

SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent Accounting Pronouncements

In September 2006, the SEC issued SAB No. 108, which provides guidance on the process of quantifying financial statement misstatements.  In SAB No. 108, the SEC staff establishes an approach that requires quantification of financial statements errors, under both the iron-curtain and the roll-over methods, based on the effects of the error on each of the Company's financial statements and the related financial statement disclosures.  SAB No. 108 is generally effective for annual financial statements in the first fiscal year ending after November 15, 2006.  The transition provisions of SAB No. 108 permits existing public companies to record the cumulative effect in the first year ending after November 15, 2006 by recording correcting adjustments to the carrying values of assets and liabilities as of the beginning of that year with the offsetting adjustment recorded to the opening balance of retained earnings.  Management does not expect that the adoption of SAB No. 108 would have a material effect on the Company's financial position or results of operations.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 158, "Employer's Accounting for Defined Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements No. 87, 88, 106, and 132(R)" ("SFAS 158"). SFAS 158 requires an employer to recognize the over funded or under funded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. The standard also requires an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions.

An employer with publicly traded equity securities is required to initially recognize the funded status of a defined benefit postretirement plan and to provide the required disclosures as of the end of the fiscal year ending after December 15, 2006. An employer without publicly traded equity securities is required to recognize the funded status of a defined benefit postretirement plan and to provide the required disclosures as of the end of the fiscal year ending after June 15, 2007. The adoption of SFAS 158 is not expected to have a material effect on the Company's financial position or results of operations.

13

SHANXI ZHONGKE SPACEFLIGHT AGRICULTURE DEVELOPMENT STOCK CO., LTD.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

Note 2-

SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent Accounting Pronouncements (continued)

In September 2006, the FASB issued SFAS No. 157 "Fair Value Measurements". SFAS No. 157 defines fair values, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.  This Statement shall be effective for financial statements issued for fiscal years beginning after November 25, 2007, and interim periods within those fiscal years.  Earlier application is encouraged provided that the reporting entity has not yet issued financial statements for that fiscal year, including financial statements for an interim period with that fiscal year.  The provisions of this statement should be applied, except in some circumstances where the statement shall be applied retrospectively.  The Company is currently evaluating the impact of adopting SFAS No. 157 on its financial position and results of operations.

In July 2006, the FASB issued FASB Interpretation ("FIN") No. 48, "Accounting for Uncertainty in Income Taxes," which prescribes a comprehensive model for how a company should recognize, measure, present and disclose in its financial statements uncertain tax positions that the company has taken or expects to take on a tax return (including a decision whether to file or not to file a return in a particular jurisdiction). The accounting provisions of FIN No. 48 are effective for fiscal years beginning after December 15, 2006. The Company is currently assessing whether adoption of this Interpretation will have an impact on its financial position and results of operations.

In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of Financial Assets" ("FAS 156"), which amends SFAS No. 140. FAS 156 specifically provides guidance addressing the recognition and measurement of separately recognized servicing assets and liabilities, common with mortgage securitization activities, and provides an approach to simplify efforts to obtain hedge accounting treatment. FAS 156 is effective for all separately recognized servicing assets and liabilities acquired or issued after the beginning of an entity's fiscal year that begins after September 15, 2006, with early adoption being permitted. The adoption of SFAS No. 156 did not have a material effect on the Company's financial position or results of operations.

In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid Financial Instruments-an amendment of FASB Statements No. 133 and 140." SFAS No. 155 amends SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities", to permit fair value remeasurement for any hybrid financial instrument with an embedded derivative that otherwise would require bifurcation, provided that the whole instrument is accounted for on a fair value basis. SFAS No. 155 amends SFAS No. 140, "Accounting for the Impairment or Disposal of Long-Lived Assets", to allow a qualifying special-purpose entity (SPE) to hold a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS No. 155 applies to all financial instruments acquired or issued after the beginning of an entity's first fiscal year that begins after September 15, 2006, with earlier application allowed. The adoption of SFAS No. 155 had no impact on the Company's financial position or results of operations.

14

SHANXI ZHONGKE SPACEFLIGHT AGRICULTURE DEVELOPMENT STOCK CO., LTD.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

Note 3 - PROPERTY, PLANT AND EQUIPMENT

The following is a summary of property, plant and equipment:

          December 31,

 2006

Building and warehouses

$

95,880

Machinery and equipment

                2,544,293

Office equipment and furniture

36,932

Motor vehicles                                                                                                     125,310   

2,802,415

Less: Accumulated depreciation

               (1,967,311)

Total

$               835,104

Depreciation expense charged to operations was $13,984 and $5,308 for the years ended December 31, 2006 and 2005, respectively.

Note 4- LAND USE RIGHT

The following is a summary of land use right, less amortization:

  December 31,

         2006

Land use right

    $

        57,005

Less: Amortization

        (5,823)

Accounts  receivable, net

    $

        51,182

Amortization expense charged to operations was $1,117 and $1,096 for the years ended December 31, 2006 and 2005, respectively.

15

SHANXI ZHONGKE SPACEFLIGHT AGRICULTURE DEVELOPMENT STOCK CO., LTD.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

Note 5- OWNERS' EQUITY

Upon formation of the Company , the owners contributed the use rights of two pieces of land with carry value of $51,459 into the Company as paid-in capital.

In January 2006, one owner contributed cash of $148,801 (RMB 1,000,000) to the Company as paid-in capital.

In November 2006, two owners contributed a set of fruit juice production equipment with carry value of $592,483 to the Company as paid-in capital.

In December 2006, four owners converted their loans to the Company as paid-in capital, totaling $2,980,520.

Note 6-

INCOME TAX

The Company is governed by the PRC Income Tax Law and various local income tax laws, pursuant to which the Company generally is subject to an income tax at an effective rate of 33% (30% national income tax and 3% local income tax) on income as reported in its statutory financial statements after appropriate tax adjustments.

The provision for income taxes consisted of the following:

For the Year Ended

December 31,

             2006

            2005

Provision for PRC income tax

    $            - -                 $            - -                 

         

Total provision for income taxes

    $            - -                 $            - -                        

The following table reconciles the PRC statutory rates to the Company's effective tax rate:

For the Year Ended

   December 31,

                 2006

        2005

China income taxes

  33.00%                33.00%

Deferred tax benefit due to loss

                                 -33.00%               -33.00%

Effective income tax rate

                                   0.00%                    0.00%                       

                                  

16

SHANXI ZHONGKE SPACEFLIGHT AGRICULTURE DEVELOPMENT STOCK CO., LTD.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

Note 7 - COMMITMENTS AND CONTINGENCIES

The Company faces a number of risks and challenges not typically associated with companies in North America and Western Europe, since its assets exist solely in the PRC, and its revenues are derived from its operations therein.  The PRC is a developing country with an early stage market economic system, overshadowed by the state.  Its political and economic systems are very different from the more developed countries and are in a state of change.  The PRC also faces many social, economic and political challenges that may produce major shocks and instabilities and even crises, in both its domestic arena and in its relationships with other countries, including the United States.  Such shocks, instabilities and crises may in turn significantly and negatively affect the Company's performance.

Lease of a piece of land

The Company rents a piece of land, approximately 27 acre,  for its experimental field in Yangling City, Shanxi Province.  The lease is non-cancelable and will expire in October 1, 2020.  Rent is due annually on very October 1. Rent expense charged to research and development expenses was $15,068 and $14,796 for the years ended December 31, 2006 and 2005, respectively.  At December 31, 2006, future minimum lease payments for the lease are as follows:

Year ending

December 31,

2007

$

             15,384

2008

             15,384

2009

             15,384

2010

             15,384

2011

             16,149

2012-2020

             101,534

$

             179,219

Note 8 - SUBSEQUENT EVEN

On December 27, 2006, the Company executed an agreement with Mr. Zhang Hongjun, a PRC citizen, to establish a join venture, Shanxi Zhongke Luxiang Development, Inc. ("SZLD").  Pursuant to the agreement, Zhongke contributed cash of $769,200 (RMB 6,000,000) and a set of fruit juice production equipment to SZLD, and owns 95.65% ownership therein.  SZLD was subsequently incorporated on January 5, 2007, and is developing a business of fruit juice production and distribution.  Subsequent to completion of incorporation, SZLD became a subsidiary of the Zhongke.

17

SHANXI ZHONGKE SPACEFLIGHT AGRICULTURE DEVELOPMENT STOCK CO., LTD.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

Note 9 - - CURRENT VALUE INFORMATION (unaudited)

The Company owns the use rights of two pieces of land, totaling 1,295 acre, with book value of $51,184 as of December 31, 2006.  These land use rights were purchased by  three founders of the Company from the local government in 2001 for $53,772, and lately contributed to the Company as paid-in capital on August 26, 2003 upon formation of the Company.

When the three owners contributed these land use rights to the Company as paid-in capital, an appraisal report issued by an appraiser certified by local government indicated the market value was approximately $17,860,000, which was approved by the Land Administration Bureau of Heyang County in Shanxi Province.   The three owners contributed these land use rights to the Company as registered capital, which had been approved by the Industrial and Commerce Administration Bureau of Shanxi Province as indicated on the business license issued by such agency.

18

EX-99

SUCCESS MATER INVESTMENT LIMITED
	( A Development Stage Company)
FINANCIAL REPORT
At  December 31, 2006 and
for the years ended December 31, 2006 and 2005

SUCCESS MATER INVESTMENT LIMITED

(A Development Stage Company)

INDEX

	PAGE
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	2
BALANCE SHEET	3
STATEMENT OF OPERATIONS	4
STATEMENT OF CHANGES IN OWNERS' EQUITY (DEFICIT)	5
STATEMENT OF CASH FLOWS	6
NOTE TO FINANCIAL STATEMENTS	7-11

1

KEITH K. ZHEN, CPA

CERTIFIED PUBLIC ACCOUNTANT

2070 WEST 6TH STREET - BROOKLYN, NY 11223 - TEL (347) 408-0693 - FAX (347) 602-4868 - EMAIL :KEITHZHEN@GMAIL.COM

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

Success Mater Investment Limited

( A development stage company)

We have audited the accompanying balance sheet of Success Mater Investment Limited ( a development stage company) as of  December 31, 2006 and the related statements of income, stockholders' equity and comprehensive income, and cash flows for each of the years in the two-year period ended December 31, 2006.  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 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 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, 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 Success Mater Investment Limited ( a development stage company) as of  December 31, 2006 and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2006 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 had an accumulated deficit of $222 as of December 31, 2006.   This factor raises substantial doubt about its ability to continue as a going concern. Management's plans concerning this matter are also described in Note 2. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Keith K. Zhen, CPA

Keith K. Zhen, CPA

Brooklyn, New York

May 10, 2007

2

SUCCESS MATER INVESTMENT LIMITED

(A Development Stage Company)

BALANCE SHEET

		December 31,
		2006
ASSETS
Current Assets:
Cash	$	1
Total Current Assets		1
Total Assets	$	1
LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Accrued expenses	$	222
Total Current Liabilities		222
Stockholders' Equity:
Common stock, par value $0.13, 10,000 shares authorized;
10 shares issued and outstanding as of December 31, 2006		1
Accumulated deficiency		(222)
Stockholders' deficiency		(221)
Total Liabilities and Stockholders' Deficiency	$	1

See Notes to Financial Statements
3

SUCCESS MATER INVESTMENT LIMITED

(A Development Stage Company)

STATEMENTS OF OPERATIONS

		For the Period from
For the	For the	September 17, 2004
Year Ended	Year Ended	(inception) through
December 31,	December 31,	December 31,
2006	2005	2006

Revenues
Sales	$	-	$	-	$	-
Costs of Sales		-		-		-
Gross Profit		-		-		-
Operating Expenses
General and administrative expenses		-		-		222
Total Operating Expenses		-		-		222
Income (Loss) from Operation		-		-		(222)
Other Income (Expenses)		-		-		-
Income (Loss) before Provision for Income Tax		-		-		(222)
Provision for Income Tax		-		-		-
Net Income (Loss)		-		-		(222)
Other Comprehensive Income (Loss)
Effects of Foreign Currency Conversion		-		-		-
Comprehensive Income (Loss)	$	-	$	-	$	(222)

Basic and fully diluted earnings (loss) per share	$	-	$	-	$	(22.20)
Weighted average shares outstanding		10		10		10

See Notes to Financial Statements

4

SUCCESS MATER INVESTMENT LIMITED

(A Development Stage Company)

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)

FOR PERIOD FROM SEPTEMBER 17, 2004 (INCEPTION) THROUGH DECEMBER 31, 2006

									Accumulated
	Common Stock				Additional		Retained		Other
	No Par Value				Paid-in		Earnings		Comprehensive
	Shares		Amount		Capital		(Deficit)		Income		Totals
Balances at
the date of inception
September 17, 2004	1	$	0	$	-	$	-	$	-	$	0
Proceeds from issuance of
common stock	9		1		-		-		-		1
Net income (loss)	-		-		-		(222)		-		(222)

Balances at
December 31, 2004	10	$	1	$	-	$	(222)	$	-	$	(221)
Net income (loss)	-		-		-		-		-		-
Balances at
December 31, 2005	10	$	1	$	-	$	(222)	$	-	$	(221)
Net income (loss)	-		-		-		-		-		-
Balances at
December 31, 2006	10	$	1	$	-	$	(222)	$	-	$	(221)

See Notes to Financial Statements

5

SUCCESS MATER INVESTMENT LIMITED

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

FOR THE PERIOD SEPTEMBER 17, 2004 (INCEPTION) THROUGH DECEMBER 31, 2006

			For the Period from
	For the	For the	September 17, 2004
	Year Ended	Year Ended	(inception) through
	December 31,	December 31,	December 31,
	2006	2005	2006
Operating Activities

Net income (loss)	$	-	$	-	$	(222)
Adjustments to reconcile net income (loss) to
net cash provided (used) by operating activities:
Changes in operating assets and liabilities:
Increase (decrease) in accrued expenses		-		-		222
Net cash provided (used) by operating activities		-		-		-
Investing Activities
Net cash (used) by investing activities		-		-		-
Financing Activities
Proceeds from issuance of common stock		-		-		1
Net cash provided (used) by financing activities		-		-		1
Increase (decrease) in cash		-		-		1
Cash at beginning of period		1		1		0
Effects of exchange rates on cash		-		-		-

Cash at end of period	$	1	$	1	$	1
Supplemental Disclosures of Cash Flow Information:
Cash paid (received) during year for:
Interest	$	-	$	-	$	-
Income taxes	$	-	$	-	$	-

See Notes to Financial Statements

6

SUCCESS MATER INVESTMENT LIMITED

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

Note 1- ORGANIZATION AND BUSINESS BACKGROUND

Success Mater Investment Limited ("Success" or the "Company") was incorporated on September 17, 2004 in Hong Kong under the Companies Ordinance as a limited liability company.  The Company was formed for the purpose of seeking and consummating a merger or acquisition with a business entity organized as a private corporation, partnership, or sole proprietorship as defined by Statement of Financial Accounting Standards (SFAS) No. 7.

The Company is considered to be a development stage company, as it has not generated revenue from operations.

Note 2- GOING CONCERN

As of December 31, 2006, the Company incurred an accumulated deficit of $222 since its inception. This factor raises substantial doubt about its ability to continue as a going concern. Management has taken actions to revise its operating and financial requirements, which it believes are sufficient to provide the Company with the ability to continue as a going concern.  The Company is actively pursuing additional funding and a potential merger or acquisition candidate and strategic partners, which would enhance stockholders' investment.  Management believes that these actions will allow the Company to continue operations through the next fiscal year.

Note 3-  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP") and are presented in U.S. dollars.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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.  Actual results when ultimately realized could differ from these estimates.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, deposits in banks with maturities of three months or less, and all highly liquid investments which are unrestricted as to withdrawal or use, and which have original maturities of three months or less.

7

SUCCESS MATER INVESTMENT LIMITED

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

Note 3-  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Concentrations of Credit Risk

Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains its cash and cash equivalents with high-quality institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. Generally these deposits may be redeemed upon demand and therefore bear minimal risk.

Fair Value of Financial Instruments

The carrying value of financial instruments including cash and cash equivalents, receivables, accounts payable and accrued expenses, approximates their fair value due to the relatively short-term nature of these instruments.

Valuation of Long-Lived assets

The Company periodically analyzes its long-lived assets for potential impairment, assessing the appropriateness of lives and recoverability of unamortized balances through measurement of undiscounted operating cash flows on a basis consistent with accounting principles generally accepted in the United States of America.

Revenue Recognition

Revenues are recognized when finished products are shipped to unaffiliated customers, both title and the risks and rewards of ownership are transferred or services have been rendered and accepted, and collectibility is reasonably assured.

Advertising Costs

Advertising costs are expensed as incurred and included as part of selling and marketing expenses in accordance with the American Institute of Certified Public Accountants ("AICPA") Statement of Position 93-7, "Reporting for Adverting Costs".

Income Taxes

The Company accounts for income tax using SFAS No. 109 "Accounting for Income Taxes", which requires the asset and liability approach for financial accounting and reporting for income taxes.  Deferred tax assets and liabilities are recognized for the future tax consequences attributable to 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.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

8

SUCCESS MATER INVESTMENT LIMITED

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

Note 3-  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Comprehensive Income

Statement of Financial Accounting Standards (SFAS) No. 130,"Reporting Comprehensive Income," establishes standards for reporting and display of comprehensive income, its components and accumulated balances.  Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated comprehensive income, as presented in the accompanying statement of changes in shareholders' equity consists of changes in unrealized gains and losses on foreign currency translation.  This comprehensive income is not included in the computation of income tax expense or benefit.

Related parties

For the purposes of these financial statements, parties are considered to be related if one party has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Company and the party are subject to common control or common significant influence. Related parties may be individuals or other entities.

Foreign Currency Translation

The Company maintains its books and accounting records in Jonh Kong Dollar ("HKD" or "HK$") , which is determined as the functional currency.  Transactions denominated in currencies other than HKD are translated into HKD at the exchange rates prevailing at the date of the transactions. Monetary assets and liabilities denominated in currencies other than HKD are translated into HKD using the applicable exchange rates at the balance sheet dates. Exchange differences are included in the statements of changes in shareholders' equity.  Gain and losses resulting from foreign currency transactions are included in operations.

THe Company's financial statements are translated into the reporting currency, the United States Dollar ("US$"). Assets and liabilities of the Company are translated at the prevailing exchange rate at each reporting period end. Contributed capital accounts are translated using the historical rate of exchange when capital is injected. Income and expense accounts are translated at the average rate of exchange during the reporting period.  Translation adjustments resulting from translation of these financial statements are reflected as accumulated other comprehensive income (loss) in the shareholders' equity.

9

SUCCESS MATER INVESTMENT LIMITED

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

Note 3-  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Earnings (Loss) Per Share

The Company reports earnings per share in accordance with the provisions of SFAS No. 128, "Earnings Per Share." SFAS No. 128 required presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share.  Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period.  Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.  There are no potentially dilutive securities for the years ended December 31, 2006 and 2005.

Recent Accounting Pronouncements

In September 2006, the SEC issued SAB No. 108, which provides guidance on the process of quantifying financial statement misstatements.  In SAB No. 108, the SEC staff establishes an approach that requires quantification of financial statements errors, under both the iron-curtain and the roll-over methods, based on the effects of the error on each of the Company's financial statements and the related financial statement disclosures.  SAB No. 108 is generally effective for annual financial statements in the first fiscal year ending after November 15, 2006.  The transition provisions of SAB No. 108 permits existing public companies to record the cumulative effect in the first year ending after November 15, 2006 by recording correcting adjustments to the carrying values of assets and liabilities as of the beginning of that year with the offsetting adjustment recorded to the opening balance of retained earnings.  Management does not expect that the adoption of SAB No. 108 would have a material effect on the Company's financial position or result of operations.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 158, "Employer's Accounting for Defined Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements No. 87, 88, 106, and 132(R)" ("SFAS 158"). SFAS 158 requires an employer to recognize the over funded or under funded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. The standard also requires an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions.

An employer with publicly traded equity securities is required to initially recognize the funded status of a defined benefit postretirement plan and to provide the required disclosures as of the end of the fiscal year ending after December 15, 2006. An employer without publicly traded equity securities is required to recognize the funded status of a defined benefit postretirement plan and to provide the required disclosures as of the end of the fiscal year ending after June 15, 2007. The adoption of SFAS 158 is not expected to have a material effect on the Company's financial position or results of operations.

10

SUCCESS MATER INVESTMENT LIMITED

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

Note 3-  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent Accounting Pronouncements (continued)

In September 2006, the FASB issued SFAS No. 157 "Fair Value Measurements". ;SFAS No. 157 defines fair values, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.  This Statement shall be effective for financial statements issued for fiscal years beginning after November 25, 2007, and interim periods within those fiscal years.  Earlier application is encouraged provided that the reporting entity has not yet issued financial statements for that fiscal year, including financial statements for an interim period with that fiscal year.  The provisions of this statement should be applied, except in some circumstances where the statement shall be applied retrospectively.  The Company is currently evaluating the impact of adopting SFAS No. 157 on its financial position and results of operations.

In July 2006, the FASB issued FASB Interpretation ("FIN") No. 48, "Accounting for Undertainty in Income Taxes, "which prescribes a comprehensive model for how a company should recognize, measure, present and disclose in its financial statements uncertain tax positions that the company has taken or expects to take on a tax return (including a decision whether to file or not to file a return in a particular jurisdiction). The accounting provisions of FIN No. 48 are effective for fiscal years beginning after December 15, 2006. The Company is currently assessing whether adoption of this Interpretation will have an impact on its financial position and results of operations.

"In March 2006, the FASB issued SFAS No. 156, ""Accounting for Servicing of Financial Assets"" (""FAS 156""), which amends SFAS No. 140. FAS 156 specifically provides guidance addressing the recognition and measurement of separately recognized servicing assets and liabilities, common with mortgage securitization activities, and provides an approach to simplify efforts to obtain hedge accounting treatment. FAS 156 is effective for all separately recognized servicing assets and liabilities acquired or issued after the beginning of an entity's fiscal year that begins after September 15, 2006, with early adoption being permitted. The adoption of SFAS No. 156 did not have a material effect on the Company's financial position or results of operations.

In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid Financial Instruments-an amendment of FASB Statements No. 133 and 140." SFAS No. 155 amends SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities", to permit fair value remeasurement for any hybrid financial instrument with an embedded derivative that otherwise would require bifurcation, provided that the whole instrument is accounted for on a fair value basis. SFAS No. 155 amends SFAS No. 140, "Accounting for the Impairment or Disposal of Long-Lived Assets", to allow a qualifying special-purpose entity (SPE) to hold a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS No. 155 applies to all financial instruments acquired or issued after the beginning of an entity's first fiscal year that begins after September 15, 2006, with earlier application allowed. The adoption of SFAS No. 155 had no impact on the Company's financial position or results of operations.

11

SUCCESS MATER INVESTMENT LIMITED

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

Note 4-  COMMON STOCK

The Articles of Incorporation authorized the Company to issue 10,000 shares of common stock with a par value of $0.13 (HK$ 1.00).  Upon formation of the Company, one share of common stock was issued for $0.13 (HK$ 1.00).

In November 2004, nine shares of common stock were issued for $1.15 (HK$9.00).

Note 5- SUBSEQUENT EVEN

"On March 9, 2007, the sole shareholder of the Company entered into a Share Purchase Agreement (the "Agreement") with the owners of Shanxi Qinyuan Agriculture Technology Development Co., Inc. (""Qinyuan""), a limited liability company incorporated in PRC on December 27, 2006 with a registered capital of $129,870 (RMB1,000,000).  Pursuant to the Agreement,  the Company agreed to purchase 100% of the ownership in  Qinyuan for a cash consideration of $129,870.  Subsequent to completion of the Agreement, Qinyuan became a wholly-owned subsidiary of the Company.

12