General Administrative Expenses		$80,000 - Office lease (12 months at approximately $2,000 per month); purchase or lease of telecommunication and computer equipment(approximately $ 23,000 ); office furniture (approximately ($18,600 ); and an additional (secretarial) employee (approximately $ 1,200 monthly).
		The preceding allocations will be reduced to the extent needed to hire employees and consultants.
Marketing		$77,000 - Travel and entertainment (approximately $62,000 ), and advertising (approximately $ 15,000 ).
Other		$193,000 - Professional fees ($150,000 (1) ); Miscellaneous ($43,000)
Total		$ 350 ,000

The foregoing estimate assumes no revenues in the twelve month period.

(1)

Professional fees are estimated to be in the range of $93,000 for legal and other professional fees, including accounting services, associated with compliance with Hong Kong and PRC law and regulations, and with doing business in the various foreign countries targeted for our marketing effort.  An additional amount in the range of $100,000 is allocated for fees and costs for public company compliance with the reporting requirements of the 1934 Act – including $30,000 for legal fees and third-party costs to file periodic reports and other documents with the SEC (on the SEC’s Edgar system); $8,000 to establish an internal controls system under section 404 of the Sarbanes-Oxley Act of 2002, and $50,000 for an audit of year-end financial statements of the Company, to be included with the Annual Report on form 10-K, and audit firm review of unaudited financial statements to be included in the Quarterly Reports on Form 10-Q.  Actual expenditures may vary from these estimates.

To the extent we do not have revenues in the twelve month period, we will need working capital to meet the budget.  The Company will attempt to obtain short-term loans from Chinese banks, with Mr. Sun Hongyi’s personal guarantee of repayment, and in addition may attempt to sell additional shares to current shareholders and/or new investors.  We may not be successful in obtaining capital in the required amounts.  In these regards, please see the risk factors captioned We will need significant additional capital, which we may be unable to obtain; should we fail to obtain sufficient financing, the business will be adversely affected ; and The Company may be in competition with the selling shareholders if the Company seeks additional capital from new investors.

Additionally, during the first quarter of 2011, we will implement an internal controls system.  We already have set up a control system to ensure that financial and other information is transmitted to management for the timely filing of periodic reports under the 1934 Act.  We may hire a part-time person with financial training and experience to serve as Chief Financial Officer, replacing Mr. Sun Hongyi who currently serves in this capacity. 

-16-

---

 

Forward Looking Statements

This Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts included in and incorporated by reference into this Form 10-Q are forward-looking statements. These forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected. Among those risks, trends and uncertainties are our ability to locate prospective customers for our products and services, close the sales, and the continuation in business of our current only industrial equipment vendor (with whom we have the Sales Agency Agreement).   In particular, careful consideration should be given to cautionary statements made in the Company’s Risk Factors stated below.

When used in this Form 10-Q, the words, “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Because these forward-looking statements involve risks and uncertainties, actual results could differ materially from those expressed or implied by these forward-looking statements for a number of important reasons, including those discussed under Risk Factors in this Form 10-Q.

Off-Balance Sheet Arrangements

 

        None.

Contractual Obligations

None.

ITEM 3.  Quantitative and Qualitative Disclosures About Market Risk

None

ITEM 4.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of September 30,  2010, the Company’s management, including its Chief Executive Officer and Chief Financial Officer, completed an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)).  Based on that evaluation the Chief Executive Officer and Chief Financial Officer concluded:

i.

That the Company’s disclosure controls and procedures are designed to ensure (a) that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and (b) that such information is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure; and

 

-17-

---

 

 

ii.	That the Company’s disclosure controls and procedures are effective.

Changes in Internal Control over Financial Reporting

We are required to have implemented, and report upon the effectiveness, of a system of internal control over financial reporting, for the quarter ending March 31, 2011.  We intend to have such a system (consistent with the guidelines and principles set forth in COSO) in place in early January 2011.

PART II.  OTHER INFORMATION

ITEM 1.

None.

ITEM 1A. Risk Factors

The Company was organized on May 24, 2010. Because the Company has nominal operations and nominal assets, it is a shell company as that term is defined in SEC rules and regulations.  The Company may not become profitable.

To date, our business has been the development of a business plan and the negotiation and execution of a Sales Agency Agreement with a manufacturer of building construction machinery, located in the PRC, and limited marketing of the machinery.  We also intend to offer project consulting services to the construction industry but have not developed a specific marketing plan for   this activity. As of the date of this Report, we have earned no commissions on sales or fees for consulting services.  We will need additional funds to develop and implement a comprehensive marketing plan, as the costs thereof will not be borne by the manufacturing company, and for other purposes.  Please see the next risk factor “ We will need significant additional capital, which we may be unable to obtain; should we fail to obtain sufficient financing, the business will be adversely affected .”  Therefore, you have no historical performance upon which to evaluate our business prospects. Accordingly, before investing, you should consider the challenges, expenses and difficulties that we will face as a development stage company.