Unassociated Document

WASHINGTON, D.C. 20549

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2007
	OR

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________________ to __________________

Commission file number 000-28767

GULF RESOURCES, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	13-3637458
(State or Other jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

Chenming Industrial Park, Shouguang City,

Shandong, China 262714

(Address of Principal Executive Offices) (Zip Code)

(646) 200 6316

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act: None

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

Common Stock, $0.0005 par value

Title of class

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

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

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The aggregate market value of the 52,671,438 shares of voting and non-voting common equity stock held by non-affiliates of the registrant was approximately $325 million as of June 29, 2007, the last business day of the registrant’s most recently completed second fiscal quarter, based on the last sale price of the registrant’s common stock on such date of $6.19 per share, as reported on the OTC Bulletin Board Market.

As of March 14, 2008, there were 52,671,438 shares of the registrant’s common stock outstanding.

Documents incorporated by reference: None

EXPLANATORY NOTE

This Annual Report on Form 10-K/A is being filed as Amendment No. 1 to our Annual Report on Form 10-K for the year ended December 31, 2007, which was originally filed with the Securities and Exchange Commission on March 12, 2008. We are amending:

Part I, Item 1 to correct and clarify statements about five asset acquisitions disclosed in the “Business – Recent Developments” section and to provide additional disclosure about our production processes;

Part I, Item 2 to correct and clarify statements about six properties in the “Properties” section and government regulation of our industry; and

Part II, Item 9A to revise the disclosure under Controls and Procedures and to include a Management Report on Internal Control over Financial Reporting.

Except as specifically referenced herein, this Amendment No. 1 to Annual Report on Form 10-K/A does not reflect any event occurring subsequent to March 12, 2008, the filing date of the original report.

GULF RESOURCES, INC.

Table of Contents

		PAGE
PART I

Item 1	Business		5

Item 2	Properties		12

PART II

Item 9A	Controls and Procedures		16

Special Note Regarding Forward Looking Information

This report contains forward-looking statements that reflect management's current views and expectations with respect to our business, strategies, future results and events, and financial performance. All statements made in this report other than statements of historical fact, including statements that address operating performance, events or developments that management expects or anticipates will or may occur in the future, including statements related to future reserves, cash flows, revenues, profitability, adequacy of funds from operations, statements expressing general optimism about future operating results and non-historical information, are forward-looking statements. In particular, the words "believe," "expect," "intend," "anticipate," "estimate," "plan," "may," "will," variations of such words and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements and their absence does not mean that the statement is not forward-looking. Readers should not place undue reliance on forward-looking statements which are based on management's current expectations and projections about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. Factors that could cause or contribute to such differences include those discussed in this report, particularly under the caption "Risk Factors." Except as required under the federal securities laws, we do not undertake any obligation to update the forward-looking statements in this report.

PART I

Item 1. Business.

Introduction

We manufacture and trade bromine and crude salt, and manufacture and sell chemical products used in oil and gas field exploration, oil and gas distribution, oil field drilling, wastewater processing, papermaking chemical agents and inorganic chemicals. To date, our products have been sold only within the People’s Republic of China. As used in this report, the terms "we," "our," "Company" and "Gulf Resources" refers to Gulf Resources, Inc. and its wholly-owned subsidiaries, and the terms “ton” and “tons” refers to metric tons, in each case, unless otherwise stated or the context requires otherwise. All information in this report gives retroactive effect to a 1-for-100 reverse stock split of our common stock effected on October 23, 2006 and a 2-for-1 forward stock split of our common stock effected on November 28, 2007.

The Company’s functional currency is the Renminbi, which had an average exchange rate of $0.12557 and $0.13167 during fiscal year 2006 and 2007 respectively.

Our Corporate History

From November 1993 through August 2006, we were engaged in the business of owning, leasing and operating coin and debit card pay-per copy photocopy machines, fax machines, microfilm reader-printers and accessory equipment. Due to the increased use of internet services, demand for our services declined sharply, and in August 2006, our Board of Directors decided to discontinue our operations.

Upper Class Group Limited, incorporated in the British Virgin Islands in July 2006, acquired all the outstanding stock of Shouguang City Haoyuan Chemical Company Limited ("SCHC"), a company incorporated in Shouguang City, Shangdong Province, the People's Republic of China, in May 2005. At the time of the acquisition, members of the family of Mr. Ming Yang, our president and chief executive officer, owned approximately 63.20% of the outstanding shares of Upper Class Group Limited. Since the ownership of Upper Class Group Limited and SCHC was then substantially the same, the acquisition was accounted for as a transaction between entities under common control, whereby Upper Class Group Limited recognized the assets and liabilities transferred at their carrying amounts.

On December 12, 2006, we, then known as Diversifax, Inc., a public "shell" company, acquired Upper Class Group Limited and SCHC. Under the terms of the agreement, the stockholders of Upper Class Group Limited received 26,500,000 shares of voting common stock of Gulf Resources, Inc. in exchange for all outstanding shares of Upper Class Group Limited. Members of the Yang family received approximately 62% of our common stock as a result of the acquisition. Under accounting principles generally accepted in the United States, the share exchange is considered to be a capital transaction rather than a business combination. That is, the share exchange is equivalent to the issuance of stock by Upper Class Group Limited for the net assets of Gulf Resources, Inc., accompanied by a recapitalization, and is accounted for as a change in capital structure. Accordingly, the accounting for the share exchange is identical to that resulting from a reverse acquisition, except no goodwill is recorded. Under reverse takeover accounting, the post reverse acquisition comparative historical financial statements of the legal acquirer, Gulf Resources, Inc., are those of the legal acquiree, Upper Class Group Limited. Share and per share amounts stated have been retroactively adjusted to reflect the share exchange.

To satisfy certain ministerial requirements necessary to confirm certain government approvals required in connection with the acquisition of SCHC by Upper Class Group Limited, the shares of SCHC were transferred to a newly formed Hong Kong corporation named Hong Kong Jiaxing, all of the outstanding shares of which are now owned by Upper Class Group Limited.

On February 5, 2007, we acquired Shouguang Yuxin Chemical Industry Co., Limited ("SYCI"), a company incorporated in the People's Republic of China, in October 2000. Under the terms of the acquisition agreement, the stockholders of SYCI received a total of 16,188,118 shares of common stock of Gulf Resources, Inc. in exchange for all outstanding shares of SYCI's common stock. Simultaneously with the completion of the acquisition, a dividend of $2,550,000 was paid to the former stockholders of SYCI. At the time of the acquisition, approximately 49.1% of the outstanding shares of SYCI were owned by Ms. Yu, Mr. Yang’s wife, and the remaining 50.9% of the outstanding shares of SYCI were owned by Shandong City Haoyuan Group Limited, all of whose outstanding shares were owned by Mr. Yang and his wife. Since the ownership of Gulf Resources, Inc. and SYCI are substantially the same, the acquisition was accounted for as a transaction between entities under common control, whereby Gulf Resources, Inc. recognized the assets and liabilities of SYCI at their carrying amounts. Share and per share amounts have been retroactively adjusted to reflect the acquisition.

As a result of the transactions described above, our corporate structure is linear. That is Gulf Resources owns 100% of the outstanding shares of Upper Class Group Limited, which owns 100% of the outstanding shares of Hong Kong Jiaxing, which owns 100% of the outstanding shares of SCHC, which owns 100% of the outstanding shares of SYCI. Further, as a result of our acquisitions of SCHC and SYCI, our historical financial statements, as contained in our Condensed Consolidated Financial Statements and Management's Discussion and Analysis, appearing elsewhere in the report, reflect the accounts of SCHC and SYCI.

Our executive offices are located in China at Chenming Industrial Park, Shouguang City, Shandong, People's Republic of China. Our telephone number is (646) 200-6316. Our website address is www.gulfresourcesco.com. The information on our website is not part of this report

In January 2007, stockholders holding approximately 62% of the then outstanding shares of our common stock consented in writing to change our corporate name from Diversifax, Inc. to Gulf Resources, Inc. Accordingly, on February 20, 2007, we filed a Certificate of Amendment to our Certificate of Incorporation changing our corporate name to Gulf Resources, Inc.

On November 28, 2007, we amended our certificate of incorporation to increase our authorized shares of common stock from 70,000,000 to 400,000,000 and to effect a 2-for-1 forward stock split of our outstanding shares of common stock.

Recent Developments

On April 7, 2007, the Company acquired substantially all of the assets of Wenbo Yu in the Shouguang City Qinshuibo (the “Qinshuibo Assets”). These assets include a 50-year mineral rights and production land lease covering 747 hectares, or 7.5 square kilometers, of real property, with non-reserve mineralized materials of approximately 223,000 tons of bromine and 575 wells, as well as the related production facility, the pipelines, other production equipment, and the buildings located on the property. The total purchase price for the acquired assets was $5,100,000, consisting of an aggregate of 1,598,572 shares of our common stock and cash in the amount $3,051,282. As of January 2009, the Qinshuibo Assets are referred to by us as the Yuwenbo property.

On June 8, 2007, the Company acquired substantially all of the assets of Dong Hua Yang in the Dong Ying City Liu Hu Area (the Lui Hu Assets”). These assets include a 50-year mineral rights and land lease covering 938 hectares of real property, with non-reserve mineralized materials of approximately 235,000 tons of bromine and 405 wells, as well as the related production facility, the pipelines, other production equipment, and the buildings located on the property. The total purchase price for the acquired assets was $6,667,538, consisting of an aggregate of 819,590 shares of our common stock and cash in the amount $4,837,233 and interest-free promissory note in the aggregate principal amount of $889,005. As of January 2009, the Lui Hu Assets are referred to by us as the Yangdonghua property.

On October 25, 2007, the Company acquired substantially all of the assets owned by Jiancai Wang in the Shouguang City Renjia Area (the “Renjia Assets”). These assets include a 50-year mineral rights and land lease covering 876 hectares of real property, with non-reserve mineralized materials of approximately 225,000 tons of bromine and 398 wells, as well as the related production facility, the wells, the pipelines, other production equipment, and the buildings located on the property. The total purchase price for the acquired assets was $6,399,147, of which $2,519,664 was paid at the closing and the remaining $3,879,483 was paid within five days after the closing. As of January 2009, the Renjia Assets are referred to by us as the Wangjiancai property.

On October 26, 2007, the Company acquired substantially all of the assets owned by Xingji Liu in the Shouguang City Houxing Area (the “Houxing Assets”). These assets include a 50-year mineral rights and land lease covering 935 hectares of real property, with non-reserve mineralized materials of approximately 240,000 tons of bromine and 432 wells, as well as the related production facility, the pipelines, other production equipment, and the buildings located on the property. The total purchase price for the acquired assets was $6,665,778. As of January 2009, the Houxing Assets are referred to by us as the Liuxingji property.

On January 8th, 2008, the Company acquired substantially all of the assets owned by Xiaodong Yang in the Shouguang City Hanting Area (the “Hanting Assets”). These assets include a 50-year mineral rights and land lease covering 1,069 hectares of real property, with non-reserve mineralized materials of approximately 205,000 tons of bromine and 294 wells, as well as the related production facility, the pipelines, other production equipment, and the buildings located on the property. The total purchase price for the acquired assets was $9,722,222. As of January 2009, the Hanting Assets are referred to by us as the Yangxiaodong property.

Each of the asset acquisitions described above was not in operation when the Company acquired the asset. The owners of each of the assets did not hold the proper license for the exploration and production of bromine, and production at each of the assets acquired had been previously halted by the government. With respect to the Yuwenbo property the assets had not been operational for nine months; with respect to the Yangdonghua property, the assets had not been operational for eleven months; with respect to the Wangjiancai and the Liuxingji properties, the assets had not been operational for fifteen months; and with respect to Yangxiaodong property, the assets had not been operational for eighteen months.

Our Business Segments

Our business operations are conducted in two segments, bromine and crude salt, and chemical products. We manufacture and trade bromine and crude salt, and manufacture and sell chemical products used in oil and gas field exploration, oil and gas distribution, oil field drilling, wastewater processing, papermaking chemical agents and inorganic chemicals. We conduct all of our operations in China, in close proximity to China’s petrochemical and oil refinery manufacturing base and its rapidly growing market.

Bromine and Crude Salt

We manufacture and distribute bromine through our wholly-owned subsidiary, Shougang City Haoyuan Chemical Company Limited, or SCHC. Bromine (Br2) is a halogen element and it is a red volatile liquid at standard room temperature which has reactivity between chlorine and iodine. Elemental bromine is used to manufacture a wide variety of bromine compounds used in industry and agriculture. Bromine is also used to form intermediates in organic synthesis, in which it is somewhat preferable over iodine due to its lower cost. Our bromine is commonly used in brominated flame retardants, fumigants, water purification compounds, dyes, medicines and disinfectants. According to figures published by the China Crude Salt Association, we are one of the largest manufacturers of bromine in China, as measured by production output.

The extraction of bromine in the Shangdong province is limited by the Provincial Government to six licensees. We hold one of such licenses. The other five license holders produce bromine mainly for their own consumption. Although there are only six licensed bromine producers in Shangdong, the government has not shut down hundreds of small unlicensed producers. Part of our business strategy is to acquire these producers and to use our bromine to expand our downstream chemical operations.

Location of Production Sites

Our production sites are located in the Shangdong Province in northeastern China. The productive formation (otherwise referred to as the “working region”), extends from latitude N 36°56’ to N 37°20’ and from longitude E 118°38’ to E 119°14’, in the north region of Shouguang city, from the Xiaoqing River of Shouguang city to the west of the Dan river, bordering on Hanting District in the east, from the main channel of “Leading the Yellow River to Supply Qingdao City Project” in the south to the coastline in the north. The territory is classified as coastal alluvial – marine plain with an average height two to seven meters above the sea level. The terrain is relatively flat.

Bromine reserve study conducted by Institute of Mineral Resources Chinese Academy of Geological Science

In November 2007 the Institute of Mineral Resources Chinese Academy of Geological Science completed a study of the non-reserve mineralized material included in the assets of SCHC at the time it was acquired (now referred to as the Haoyuan facility), the Yuwenbo facility and the Yangdonghua facility. This study determined the occurrences and burying conditions, distribution range and characteristics of natural brine occurring in these assets; analyzed the creation, supply and exploration conditions of these properties. The study concluded that there are non-reserve mineralized materials of bromine in the amount of 776,000 tons in the SCHC Assets, 230,000 tons in the Qinshuibo Assets, and 280,000 tons in the Liu Hu Assets, that the natural brine resources of these three assets collectively is about 3.9 billion cubic meters. In addition it estimated that the non-reserve mineralized materials in these three assets collectively are approximately 300 million tons of rock salt (liquid NaCl), 4.3 million tons of potassium chloride, 55 million tons of magnesium chloride, 29 million tons of magnesium sulfate, and 9.8 million tons of calcium sulfate.

Geological background of this region

The Shangdong Province working region is located to the east of Lubei Plain and on the south bank of Bohai Laizhou Bay. The geotectonic location bestrides on the North China Platte (I) and north three-level structure units, from west to east including individually the North China Depression, Luxi Plate, and Jiaobei Plate. Meanwhile, 4 V-level structure units including the Dongying Sag of Dongying Depression(IV) of North China Depression, the Buried Lifting Area of Guangrao, Niutou sag and Buried Lifting Area of Shuanghe and are all on two V-level structure units including Xiaying Buried Lifting Area of Weifang Depression (IV) of Luxi Plate and Chuangyi Sag, as well as on a V-level structure units of Jiaobei Buried Lifting Area of Jiaobei Plate.

Processing of Bromine

Natural brine is a complicated salt-water system, containing many ionic compositions in which different ions have close interdependent relationships and which can be reunited to be many dissolved soluble salts such as sodium chloride, potassium chloride, calcium sulfate, potassium sulfate and other similar soluble salts. The goal of natural brine processing is to separate and precipitate the soluble salts or ions away from the water. Due to the differences in the physical and chemical characteristics of brine samples, the processing methods are varied, and can result in inconsistency of processing and varied technical performance for the different useful components from the natural brine.

Bromine is the first component extracted during the processing of natural brine. In natural brine, the bromine exists in the form of bromine sodium and bromine magnesium and other soluble salts.

The bromine production process is as follows:

natural brine is pumped from underground through extraction wells by subaqueous pumps;

the natural brine then passes through transmission pipelines to storage reservoirs;

the natural brine is sent to the bromine refining plant where bromine is extracted from the natural brine. In neutral or acidic water, the bromine ion is easily oxidized by adding the oxidative of chlorine, which generates the single bromine away from the brine. Thereafter the extracted single bromine is blown out by forced air, then absorbed by sulfur dioxide or soda by adding acid, chlorine and sulfur.

the wastewater from this refining process is then transported by pipeline to brine pans;

the evaporation of the wastewater produces crude salt.

Our production feeds include (i) natural brine; (ii) vitriol; (iii) chlorine; (iv) sulfur; and (v) coal.

Soluble salts

The extraction of natural brine’s soluble salts is accomplished through the method known as distillation crystallization, in which the extracted natural brine is placed into containing pools and then exposed to natural sunshine, which makes the soluble salts reach the saturation point and precipitate after crystallization. This is a relatively simple method to operate with low processing costs.

Chemical Products

We produce chemical products through our wholly-owned subsidiary, Shougang Yuxin Chemical Industry Company Limited , (SYCI). The products we produce and the markets in which they are sold include, among others:

Product name	Application sector
Hydroxyl guar gum	Oil Exploration & Production
Demulsified agent	Oil Exploration & Production
Corrosion inhibitor for acidizing	Oil Exploration & Production
Bactericide	Oil Exploration / Agricultural
Chelant	Paper Making
Iron ion stabilizer	Oil Exploration & Production
Clay stabilizing agent	Oil Exploration & Production
Flocculants agent	Paper Making
Remaining agent	Paper Making
Expanding agent with enhanced gentleness	Paper Making

SYCI concentrates its efforts on the production and sale of chemical products that are in used in oil and gas field explorations, oil and gas distribution, oil field drilling, wastewater processing, papermaking chemical agents, and inorganic chemicals. SYCI also engages in research and development of commonly used chemical products as well as medicine intermediates. Currently, SYCI's annual production of oil and gas field exploration products and related chemicals is over 10,000 tons, and its production of papermaking-related chemical products is over 7,000 tons. These products are mainly distributed to large domestic papermaking manufacturers and major oilfields such as Shengli Oilfield, Daqing Oilfield, Zhongyuan Oilfield, Huabei Oilfield, and Talimu Oilfields.

SYCI’s headquarters are located in Shouguang City at 2nd Living District, Qinghe Oil Factory, Shouguang City, Shandong Province, China. The company has been certified as ISO9001-2000 compliant and received the Quality Products and Services Guarantee Certificate from China Association for Quality. SYCI has been accredited by Shandong as a Provincial Credit Enterprises and is a Class One supplier for both China Petroleum & Chemical Corporation (SINOPC) and PetroChina Company Limited. SYCI has been engaged in product innovation and R&D projects with Shandong University, Shandong Institute of Light Industry, Southeast University and other higher education institutions. SYCI has hired three college professors and three professionals who hold PhD degrees to lead its Research and Development department.

Segment disclosure

We follow SFAS No. 131, Disclosures about Segments of and Enterprise and Related Information, which requires us to provide certain information about our operating segments. We have two reportable segments: bromine and crude salt and chemical products.

The amounts set forth below are based upon on an average Renminbi to US$ exchange rates of $0.12557 and $0.13167 during fiscal year 2006 and 2007 respectively.

	Net Sales by Segment
	Twelve Months Ended				Twelve Months Ended
	December 31, 2007				December 31, 2006
Segment			Percent of total				Percent of total
Bromine and Crude salt		$34,015,484		63%		$17,825,097		56%
Chemical Products		$20,233,166		37%		$13,911,119		44%
Total sales		$54,248,650		100%		$31,736,216		100%

Percentage Increase in Net Sales from fiscal year 2006 to 2007
Segments
Bromine and Crude salt	90.8%
Chemical Products	45.4%

SCHC Product sold in metric tons	Year ended 12/31/07	Year ended 12/31/06	Percentage Change
Bromine	17,648	10,035	+75.9%

Crude Salt	51,000	No Production

	Income from Operations by Segment
	Twelve Months Ended						Twelve Months Ended
	December 31, 2007						December 31, 2006
Segment				Percent of total					Percent of total
Bromine and Crude salt	$	14,181,054			66	%	$	1,728,746		32	%
Chemical Products	$	7,164,833			34	%	$	3,714,475		68	%
Income from operations before corporate costs	$	21,345,887			100	%	$	5,443,221		100	%
Corporate costs	$	(1,320,959	)				$	-------
Income from operations	$	20,024,928					$	5,443,221

	Bromine
	and Crude		Chemical		Segment					Consolidated
	Salt		Products		Total		Corporate			Total
December 31, 2007

Net revenue	$	34,015,484	$	20,233,166	$	54,248,650	$	-		$	54,248,650
Income (loss) from operations		14,181,054		7,164,833		21,345,887		(1,320,959	)		20,024,928
Total assets		36,614,939		9,516,930		46,131,869		197,963			46,329,831
Depreciation and amortization		1,111,580		186,871		1,298,451		-			1,298,451

December 31, 2006

Net revenue	$	17,825,097	$	13,911,119	$	31,736,216	$	-			31,736,216
Income from operations		1,728,746		3,714,475		5,443,221		-			5,443,221
Total assets		9,835,484		5,069,584		14,905,068		50,000			14,955,068
Depreciation and amortization		213,092		70,362		283,454		-			283,454

Sales and Marketing

Currently, we do not have a marketing staff. Our customers send their orders to us, usually with cash paid in advance. Our in-house sales staff then attempts to satisfy these orders based on our actual product production and inventories. Many of our customers have a long term relationship with us, and while we expect this to continue due to continuing high demand for mineral products, this can’t be guaranteed.

Principal Customers

In 2007, our revenues from bromine and crude salt were approximately $34,015,484. We sell a substantial portion of our products to a limited number of customers. Our principal customers during 2007 were Shouguang City Weidong Chemical Company Limited, Shouguang City Ruitai Chemical Company Limited, Weifang City Luguang Chemical Company Limited, Shouguang City Fu Hai Chemical Company Limited, and Dongying Hongze Chemical Company Limited.

During the 12 months ended December 31, 2007, sales to our three largest bromine customers, based on net revenue derived from such customers, aggregated $19,010,000, or approximately 56% of total bromine and crude salt net revenue. At December 31, 2007, amounts due from these customers totaled approximately $2,552,068.

During the year ended December 31, 2006, sales to our four largest bromine customers, based on net sales made to such customers, aggregated $16,670,873, or approximately 94% of total net sales, and sales to our largest customer represented approximately 49% of total net sales. At December 31, 2006, amounts due from these customers totaled $1,187,727.

This concentration of customers makes us vulnerable to an adverse near-term impact, should one or more of these relationships be terminated.

In 2007, our revenues from our bromine and crude salt business were approximately $34.0 million. The following table shows our major customers (10% or more) for our bromide and crude salt business for the year ended December 31, 2007.

Number	Customer	Revenue (000’s)		Percentage of Segment’s Revenue (%)
1	Shouguang Weidong Chemical Co., Ltd.	$	7,139	21%
2	Shandong Ruitai Chemicals Co., LTD.	$	6,761	20%
3	Weifang Luguang Chemical Co., Ltd.	$	5,110	15%
TOTAL		$	19,010	56%

In 2007, our revenues from our chemicals business were approximately $20.2 million. The following table shows our major customers (10% or more) for our chemicals business as of December 31, 2007:

Number	Customer	Revenue (000’s)		Percentage of Segment’s Revenue (%)
1	Talimu Oil Company -1st, 2nd, and 3rd exploiture dept. Ltd. (1)	$	10,244	51%
2	Sinopec Shengli -field Ltd's Qinghe factory	$	3,241	16%
3	Wuhan City Chenming Hanyang Papermaking Ltd	$	2,316	11%
TOTAL		$	15,801	78%

(1)

Represents sales to three autonomous entities within a single corporate group.

Principal Suppliers

Our principal suppliers during 2007 were Sanndong Haike Shengli Electric Chemical Co., Ltd , Shandong Ruitai Chemicals Co., LTD, and Shouguang City Xingyi Fuel Commercel Company Limited, and during 2006 were Shandong Hai Ke Sheng Li Electrochemical Company Limited, Shouguang Rui Tai Chemical Company Limited, Mao Xin Chemical Company Limited, and Heng Lian Chemical Company Limited.

During the 12 months ended December 31, 2007, we purchased 49% of our raw material from two suppliers. Sanndong Haike Shengli Electric Chemical Co., Ltd accounted for 26% of our purchases of raw materials and Shandong Ruitai Chemicals Co., LTD accounted for 23% of our purchases of raw materials, respectively during that period. As of December 31, 2007, the accounts payable due these suppliers was approximately $1,395,300.

During 2006, we purchased 77% of our products from three suppliers. At December 31, 2006, the aggregate amount due these suppliers were $641,232.

This supplier concentration makes us vulnerable to a near-term adverse impact, should the relationships be terminated.

Business Strategy

Expansion of Production Capacity to Meet Demand

▼ Bromine and Crude Salt

The Company has announced its intent to acquire bromine properties that are unlicensed and thus not legally permitted to produce bromine. In 2007 the Company acquired four such properties and in January 2008 the Company acquired another such property. These five acquisitions expanded our annual production capacity from 10,035 tons to 31,400 metric tons. These properties were purchased with a combination of cash and shares of our common stock, at purchase prices totalling $34,532,463. The Company expects that it will continue its acquisition program in 2008 and that these acquisitions will be funded by a combination of cash on hand, and the issuance of debt or equity securities, including securities issued to the sellers.

▼Chemical Products

To expand its chemical production capacity, the Company intends to acquire chemical product producers. These acquisitions will be funded by a combination of cash on hand, and the issuance of debt or equity securities

Competition

The markets for our products have been experiencing increased levels of demand as China continues its recent pace of accelerated growth. Nevertheless, the markets for our products are highly competitive. To date, our sales have been limited to customers within the PRC and we expect that our sales will remain primarily domestic for the immediate future. Our marketing strategy involves developing long term ongoing working relationships with customers based on large multi-year agreements which foster mutually advantageous relationships.

Many of our competitors, particularly those engaged in the distribution of chemicals, are better established than us, have larger infrastructures, greater resources and the capacity to respond to much larger contracts.

Our principal competitors in the bromine and crude salts business are Shandong Hai Hua Holding Limited, Shouguang Fu Kang Medicines Manufacturing Company Limited, Shouguang Weidong Chemical Company Limited, and Shandong Cai Yangzi Salt Field Company, all of which produce bromine principally for use in their chemicals businesses.

Our principal competitors in the chemicals business are Shandong Haihua Group Ltd., Shouguang Weidong Salt Field Co Ltd., Shouguang Fukang Pharmaceutical Co., Ltd., and Shouguang Caiyangzih Salt Field Co., Ltd.

Government Regulation

The following is a summary of the principal governmental laws and regulations that are or may be applicable to our operations in the PRC. The scope and enforcement of many of the laws and regulations described below are uncertain. We cannot predict the effect of further developments in the Chinese legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement of laws.

In the natural resources sector, the PRC and the various Provinces have enacted a series of laws and regulations over the past 20 years, including laws and regulations designed to improve safety and decrease environmental degradation. The "China Mineral Resources Law" declares state ownership of all mineral resources in the PRC. However, mineral exploration rights can be purchased, sold and transferred to foreign owned companies. Mineral resource rights are granted by the Central Government permitting recipients to conduct mineral resource activities in a specific area during the license period. These rights entitle the licensee to undertake mineral resource activities and infrastructure and ancillary work, in compliance with applicable laws and regulations, within the specific area covered by the license during the license period. The licensee is required to submit a proposal and feasibility studies to the relevant authority and to pay the Central Government a natural resources fee in an amount equal to a percent of annual sales. Shangdong Province has determined that bromine is to be extracted only by licensed entities and we have received one of six licenses granted. Despite the provinces desire to limit extraction to licensed entities hundreds of smaller operations continue to extract bromine without licenses.

The Ministry of Land and Resources (MLR) is the principal regulator of mineral rights in China. The Ministry has authority to grant licenses for land-use and exploration rights, issue permits for mineral rights and leases, oversee the fees charged for them and their transfer, and review reserve evaluations.

All of our operating activities in China have been authorized by land and resources departments of local governments. In addition, all of our operations are subject to and have passed government safety inspections. We also have been granted environmental certification from the PRC Bureau of Environmental Protection.

Employees

As of December 31, 2007, we employed approximately 402 full-time employees, of whom about 74% are with SCHC, 26% are with SYCI. Approximately 7% of our employees are management personnel, 8% are sales and procurement staff. 45% of our employees have a college degree or higher. None of our employees is represented by a union.

Our employees in China participate in a state pension arrangement organized by Chinese municipal and provincial governments. We are required to contribute to the arrangement at the rate of 20% of the average monthly salary. In addition, we are required by Chinese law to cover employees in China with other types of social insurance. Our total contribution may amount to 30% of the average monthly salary. We have purchased social insurance for all of our employees. Expense related to social insurance was approximately $112,446 for fiscal year 2007.

Research and Development

On June 11, 2007, the Company entered into a five year agreement with East China University of Science and Technology to establish a Co-Op Research and Development Center. The research center is equipped with state of the art chemical engineering instruments for the purpose of pursuing targeted research and development of refined bromide compounds and end products. Professor Ji of East China University is the Center’s Manager. He will provide his expertise in chemical applications and medicine engineering. SYCI will make an annual payment of $500,000 until the agreement expires on June 14, 2012.

ITEM 2. PROPERTIES

We do not own any land, though we do own some of the buildings on land we lease. Our executive offices are located in China at Chenming Industrial Park, Shouguang City, Shandong, People's Republic of China, which also is the headquarters of SCHC. These offices are located on approximately 17,342 square meters of land owned by Shouguang City Wo Pu Town Ba Mian He Village. The lease for the land expires on March 31, 2054. The annual rent for the land is RMB 46,230, or approximately US$5,779. The building on this land has approximately 3,335 square meters of usable space and is owned by SCHC.

SYCI's headquarters are located in the 2nd Living District, Shouguang City, Shandong Province, People's Republic of China. SYCI's headquarters are located on approximately 18,768 square meters of land owned by Shouguang City Houxin village. There are three buildings owned by SYCI located on the property. Two of the buildings are operational plants of steel structure with an aggregate of approximately 1,560 square meters of production space and a total of 4,000 square meters for pump rooms, boiler rooms, finished products and raw materials storage. The third building is primarily for administration and has approximately 795 square meters. The company has a 50 year lease on the land from April 1, 1998 to March 31, 2048 at an annual rent of 200,000RMB or $25,641.

The Company operates its bromine and crude salt production facilities through its wholly-owned subsidiary SCHC. SCHC has land use rights to six properties totaling nearly 8,700 hectares located on the south bank of Laizhou Bay on the Shandong Peninsula of the People’s Republic of China (“China”). Each of the properties is accessible by road. The Yiyang railway line is within 50 kilometers and the Yangkou port is five kilometers away.

Each of the six properties contains natural brine deposits which are extracted through wells and are used to extract bromine and produce crude salt. Bromine is a simple molecular element which is produced by extracting the bromine ion from natural brine. Crude salt is sodium chloride. Bromine is an important chemical raw material in flame retardants, fire extinguishing agents, refrigerants, photographic materials, pharmaceuticals, pesticides, and oil and other industries. Crude salt, also known as industrial salt, is used in a wade range of chemical industries, is the main raw material in the soda and chlor-alkali industries and can be widely used in agricultural, animal husbandry, fisheries and food processing industries. Crude salt is also the main raw material for edible salt.

Nature of Ownership Interest in the Properties

The Company does not own any property but has entered into contracts with the local government to acquire land use rights for a period of 50 years. The contracts required us to pay a one-time fee plus an annual rent.

Mineral Rights

The Chinese and provincial governments have enacted a series of laws and regulations relating to the natural resources sector over the past 20 years, including laws and regulations designed to improve safety and decrease environmental degradation. The “China Mineral Resources Law” declares state ownership of all mineral resources in China. However, mineral exploration rights can be purchased, sold and transferred to both domestic and foreign owned companies. Mineral resource rights are granted by the central government permitting recipients to conduct mineral resource activities in a specific area during the license period. These rights entitle the licensee to undertake mineral resource activities and infrastructure and ancillary work, in compliance with applicable laws and regulations, within the specific area covered by the license during the license period. The licensee is required to submit a proposal and feasibility studies to the relevant authority and to pay the central government a natural resources fees in an amount equal to 2% of annual bromine sales. The Company was exempt from paying the fee prior to January 1, 2008. Shandong province has determined that bromine is to be extracted only by licensed entities.

Our mineral rights are issued by the local government and allow for a one year period of mining. The rights provide us with the exclusive rights to explore and extract natural brine under the leased land and produce bromine and crude salt. The government performs an annual inspection of the company’s previous year’s state of production & operations at beginning of each year. The annual inspection reviews: whether the production is safe and if any accidents occurred during the previous year, whether the mineral resources compensation fees and other taxes were timely paid, whether employees’ salary and welfare benefits were timely paid, whether the company meets environment protection meet standards. Only those companies who pass the inspection receive mineral rights for another one year term; for those companies who do not pass the inspection, additional mineral rights are not allocated until they can meet the requirements. If there is major safety accident, the government may revoke the mining permit. All of the relevant documentation to apply for renewal of mining rights must be filed with the Land and Resources Bureau before March 31st each year.

All of our bromine and crude salt production facilities have been authorized by the local land and resources departments and are included under a single permit, which was originally issued in January 2005. In addition, all of our operations are subject to and have passed government safety inspections. We also have been granted environmental certification from the PRC Bureau of Environmental Protection.

Each of the six properties is in the production stage and operates bromine extraction and crude salt production facilities. The facilities each include wells, which are used to extract natural brine from underground, natural brine transmission pipelines, natural brine storage reservoirs, bromine refining equipment, wastewater transport pipes, and drying brine drying pans.

The equipment and facilities described above were constructed within three months after the acquisition of each of our respective properties using the latest technology and equipment and do not currently require modernization. Because bromine is a highly corrosive liquid, the equipment undergoes inspection and maintenance each year, especially the subaqueous pumps which need to be regularly inspected and maintained or replaced.

At present the company has invested approximately $38 million in its six production factories, facilities and paid approximately $6.3 million in prepaid land lease payments. In addition, the company estimates that equipment maintenance will cost approximately $500,000 each year and that it will invest approximately $1.5 million in new extraction wells.

Each of the six bromine production facilities are provided with electricity and water by local government utilities.

Following is a description of the land use and mineral rights related to each of the six properties held by SCHC.

Property	Haoyuan
Area	4,135 hectares
Date of Acquisition	February 5, 2007
Land Use Rights Lease Term	Fifty Years
Land Use Rights Expiration Date	2054
Prior fees paid for land use rights	RMB3.9 million
Annual Rent	RMB3,000
Mining Permit No.:	3707000730088
Date of Permission:	January 2005, subject to annual renewal
Period of Permission:	One year

Property	Yuwenbo
Area	747 hectares
Date of Acquisition	April 7, 2007
Land Use Rights Lease Term	Fifty Years
Land Use Rights Expiration Date	2052
Prior Fees Paid For Land Use Rights	RMB7.5 million
Annual Rent	RMB20,000
Mining Permit No.:	3707000730088
Date of Permission:	January 2005, subject to annual renewal
Period of Permission:	One year

Property	Yangdonghua
Area	938 hectares
Date of Acquisition	June 11, 2007
Land Use Rights Lease Term	Fifty Years
Land Use Rights Expiration Date	2052
Prior Fees Paid For Land Use Rights	RMB5 million
Annual Rent	10,669
Mining Permit No.:	3707000730088
Date of Permission:	January 2005, subject to annual renewal
Period of Permission:	One year

Property	Wangjiancai
Area	876 hectares
Date of Acquisition	October 25, 2007
Land Use Rights Lease Term	Fifty Years
Land Use Rights Expiration Date	2054
Annual Rent	19,000
Prior Fees Paid For Land Use Rights	RMB8.3 million
Mining Permit No.:	3707000730088
Date of Permission:	January 2005, subject to annual renewal
Period of Permission:	One year

Property	Liuxingji
Area	935 hectares
Date of Acquisition	October 26, 2007
Land Use Rights Lease Term	Fifty Years
Land Use Rights Expiration Date	2055
Annual Rent	RMB14,000
Prior Fees Paid for Land Use Rights	RMB6.5 million
Mining Permit No.:	3707000730088
Date of Permission:	January 2005, subject to annual renewal
Period of Permission:	One year

Property	Yangxiaodong
Area	1,069 hectares
Date of Acquisition	January 8, 2008
Land Use Rights Lease Term	Fifty Years
Land Use Rights Expiration Date	2055
Prior Fees Paid for Land Use Rights	RMB9.1 million
Annual Rent	RMB17,000
Mining Permit No.:	3707000730088
Date of Permission:	January 2005, subject to annual renewal
Period of Permission:	One year

The chart below represents the six bromine producing properties currently leased by the Company. There are no proven and probable reserves located on our properties. Estimates of non-reserve mineralized materials are based on a November 2007 study prepared by the Mineral Resources Chinese Academy of Geologic Science. Such mineralized material will not qualify as a reserve until a comprehensive evaluation based upon unit cost, grade and other material factors conclude both legal and economic feasibility.

	Location	Hectares		Approximate non-reserve mineralized materials (in tons)		Annual Production Capacity (in tons)			2007 Utilization Ration
SCHC Assets	Shouguang City Yangjiahuan Area Shandong Province P.R.C.		4,135		776,000		10,000			92.6	%
Qinshuibo Assets	Shouguang City Qinshuibo Area Shandong Province P.R.C.		747		230,000		4,700	(1)(2)		74.8	%
Liu Hu Assets	Dong Ying City Liu Hu Area Shandong Province P.R.C.		938		280,000		3,700	(1)(3)		68.7	%
Renjia Assets	Shouguang City Renjia Area Shandong Province P.R.C.		876		225,000		3,900	(1)(4)		22.1	%
Houxing Assets	Shouguang City Houxing Area Shandong Province P.R.C.		935		240,000		4,700	(1)(5)		20.5	%
Hanting Assets	Shouguang City Hanting Area Shandong Province P.R.C.		1,069		210,000		4,700	(1)(6)		--

(1) Each of the properties described above was not in operation when the Company acquired the asset. The owners of each of the properties did not hold the proper license for the exploration and production of bromine, and production at each of the assets acquired had been previously halted by the government. With respect to the Qinshuibo Assets, the property had not been operational for nine months; with respect to the Liu Hu Assets, the property had not been operational for eleven months; with respect to the Renjia Assets and the Houxing Assets, the property had not been operational for fifteen months; and with respect to Hanting Assets, the property had not been operational for eighteen months. This figures represent estimated annual production capacity based upon existing facilities, historical production rates and capital expenditure the Company planned for these assets to fund improvements and make them operational.

(2) This facility was acquired on April 7, 2007.

(3) This facility was acquired on June 11, 2007.

(4) This facility was acquired on October 25, 2007.

(5) This facility was acquired on October 26, 2007.

(6) This facility was acquired on January 8, 2008.

The following table shows the annual production for each of our six production facilities and the weighted average price received for all products sold for the last three years.

Facility	2005		2006		2007
Facility	Production (in tons)	Price (RMB/ton)	Production (in tons)	Price (RMB/ton)	Production (in tons)	Price (RMB/ton)
Haoyuan	7,840	13,940	10,035	14,146	9,264	14,435
Yuwenbo(1)	–	–	–	–	3,520	14,172
Yangdonghua(2)	–	–	–	–	2,747	14,491
Wangjiancai(3)	–	–	–	–	816	14,506
Liuxingji(4)	–	–	–	–	801	14,539
Yangxiaodong(5)	–	–	–	–	–	–
Total	7,840		10,035		17,648

1. This property was acquired on April 7, 2007.

2. This property was acquired on June 11, 2007.

3. This property was acquired on October 25, 2007

4. This property was acquired on October 26, 2007

5. This property was acquired on January 8, 2008.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls

In connection with the Form 10-K for the fiscal year ended December 31, 2007 originally filed on March 12, 2008 (the “Original Form 10-K”), we did not include an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2007.

Subsequent to the filing of our Original Form 10-K, as required by Rule 13a-15(b) promulgated under the Exchange Act, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, reevaluated the effectiveness as of December 31, 2007 of our disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Exchange Act. Based on this evaluation our Chief Executive Officer and Chief Financial Officer concluded that, our disclosure controls and procedures had material weaknesses and were ineffective. One of the factors that contributed to the conclusion that our disclosure controls are weak is that we failed to include in the Original Form 10-K Management’s Annual Report on Internal Control over Financial Reporting (the “Management Report”). The conclusion that we had material weakness in our disclosure controls and procedures was also based on the fact that during 2007, the Company made inaccurate disclosures regarding four asset acquisitions of bromine production facilities (the “Asset Acquisitions”). Disclosures regarding the Asset Acquisitions included references to “approximate annual ideal production capacity” figures, “capacity utilization” figures and “production output” figures for the Asset Acquisitions. These references mistakenly implied that such assets were then operating at the production capacities, capacity utilization rates and production output levels specified. However, each of these assets was not in operation when the Company acquired the asset. The owners of each of the assets did not hold the proper license for the exploration and production of bromine, and production at each of the assets acquired had been previously halted by the government. The assets had not been operational from nine to eighteen months before they were acquired. Therefore, the references to production capacity figures, capacity utilization figures and production output figures should have stated that these figures were estimates of future production capabilities based on existing facilities and equipment and amounts of capital expenditure the Company planned for these assets to fund improvements and make them operational. As a result, the Company filed a Current Report on Form 8-K correcting the statements it had previously made in disclosures regarding the Acquired Assets.

The failure to include the Management Report resulted from the Company having inexperienced staff that is responsible for ensuring that information required to be disclosed in our periodic reports and current reports on Form 8-K is disclosed, processed, summarized and reported on a timely basis. The Company’s management intends to take all necessary steps to address these material weaknesses in its disclosure controls and is in the process of adopting a comprehensive disclosure policy implementing procedures to strengthen disclosure controls. In implementing the disclosure policy we may be required to hire additional personnel who will be tasked to ensure that all information is recorded, processed summarized and communicated properly. The costs associated with implementing the disclosure policy would primarily be the possible investment by the Company in hiring new personnel to handle this responsibility. Such costs cannot yet be determined.

Management’s Report on Internal Control over Financial Reporting

We did not include a Management Report on Internal Control over Financial Reporting in our Original Form 10-K, as required by Rule 13a-15(c) promulgated under the Exchange Act. The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company's internal control over financial reporting includes those policies and procedures that are intended to:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company's assets;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with

authorizations of our management and directors; and

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the Company's financial statements.

Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

On December 12, 2006, the Company, then a public shell company, acquired Upper Class Group Limited and SCHC, then a privately held business in the PRC. At such time the management of SCHC assumed management control of the Company. Further, as the Company had no operations prior to such acquisition, upon the acquisition of SCHC, SCHC's system of financial controls and procedures were adopted as those of the Company. Following the acquisition of SCHC, the Company's management commenced a review of the effectiveness of its disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities and Exchange Act of 1934) as of the end of 2006. Based upon that evaluation, the Company began the process of upgrading its financial controls and procedures.

During 2007 the Company acquired SYCI, a privately-owned company. Since SYCI did not have financial controls and procedures appropriate for a subsidiary of a public company, the Company began the process of incorporating the operations acquired into its financial systems and upgrading its financial controls and procedures with respect to SYCI.

Based upon the Company's assessment of its internal controls over financial reporting as of December 31, 2007, management concluded that our internal control over financial reporting was effective as of December 31, 2007.

Even though management concluded that the internal controls over financial reporting were effective, management determined, during the course of such review that there were several areas where non-material deficiencies exist in our financial reporting systems. These include a lack of adequately trained accounting and IT personnel. Nevertheless, management has recommended changes to be adopted in respect of the non-material deficiencies uncovered and intends to implement such changes. Management will continue to assess the adequacy of our financial reporting systems in light of the anticipated continued growth in our operations. We anticipate that if we grow significantly, we will have to continuously upgrade our systems to ensure the reliability of our financial statements.

To address this issue, among other things, we are planning to upgrade the financial controls and procedures at our operating subsidiaries and to evaluate and enhance, where necessary, our financial reporting and information technology personnel. We are also considering retaining a consultant to assist in this upgrade. Such improvements are intended to ensure that information required to be disclosed in our periodic filings under the Exchange Act is accumulated and communicated to our management, to allow timely decisions regarding required disclosure and that all transactions are recorded, accumulated and processed to permit the preparation of financial statements in accordance with generally accepted accounting principles on a timely basis to allow compliance with our reporting obligations under the Exchange Act. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Our management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only our management's report in this annual report.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting during the fourth quarter of 2007 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act, the Company has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

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

Date: January 29, 2009	By:	/s/ Ming Yang
		By: Ming Yang
		Title: President and Chief Executive Officer (principal executive officer)

	By:	/s/ Min Li
		By: Min Li
		Title: Chief Financial Officer (principal financial and accounting officer)

Pursuant to the requirements of the Securities and Exchange Act of 1934, this Report has been signed below by the following person on behalf of the Company and in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE

/s/ Ming Yang
Ming Yang	President, Chief Executive Officer and Director	January 29, 2009

/s/ Min Li
Min Li	Chief Financial Officer and Director	January 28, 2009

/s/ Naihui Miao
Naihui Miao	Director	January 29, 2009

/s/ Richard Khaleel
Richard Khaleel	Director	January 27, 2009

/s/ Biagio Vignolo
Biagio Vignolo	Director	January 26, 2009

/s/ Shi Tong Jiang
Shi Tong Jiang	Director	January 29, 2009


	By:	/s/ Ming Yang
		Ming Yang
		Chief Executive Officer and President
Dated: January 29, 2009


	By:	/s/ Min Li
		Min Li
		Chief Financial Officer
Dated: January 28, 2009